ALMOST FAMILY INC – 10-K – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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OVERVIEW
The Company has two reportable segments, Visiting Nurse (VN) and Personal Care (PC). Reportable segments have been identified based upon how management has organized the business by services provided to customers and the criteria in ASC Topic 280, Segment Reporting.
Our VN segment provides skilled medical services in patients' homes largely to enable recipients to reduce or avoid periods of hospitalization and/or nursing home care. VN Medicare revenues are generated on a per episode basis rather than a fee per visit or an hourly basis. Approximately 92% of the VN segment revenues are generated from the
Our PC segment services are also provided in patients' homes. These services (generally provided by paraprofessional staff such as home health aides) are generally of a custodial rather than skilled nature. PC revenues are typically generated on an hourly basis. Approximately 81% of the PC segment revenues are generated from
Our View on Reimbursement and Diversification of Risk
Our Company is highly dependent on government reimbursement programs which pay for the majority of the services we provide to our patients. Reimbursement under these programs, primarily
We believe that an important key to our historical success and to our future success is our ability to adapt our operations to meet changes in reimbursement as they occur. One important way in which we have achieved this adaptability in the past, and in which we plan to achieve it in the future, is to maintain some level of diversification in our business mix.
The execution of our business plan will place primary emphasis on the development of our home health operations. As our business grows we may evaluate opportunities for the provision of other health care services in patients' homes that would be consistent with our Senior Advocacy mission.
Our Business Plan
Our future success depends on our ability to execute our business plan. Over the next three to five years we will try to accomplish the following:
† Generate meaningful same store sales growth through the focused provision of high quality services and attending to the needs of our patients;
† Expand the significance of our home health services by selectively acquiring other quality providers, through the startup of new agencies and potentially by providing new services in patients' homes consistent with our Senior Advocacy mission; and
† Expand our capital base through both earnings performance and by seeking additional capital investments in our Company.
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Health Care Reform Legislation and Medicare Regulations
Recently a number of efforts have been made by certain members of
As a result of the broad scope of the Legislation, the significant changes it will effect in the healthcare industry and society generally, and the complexity of the technical issues it addresses, we are unable to predict, at this time, all the ramifications the Legislation and the implementing regulations may have on our business as a health care provider or a sponsor of an employee health insurance benefit plan. The Legislation and implementing regulations and programmatic guidelines could have a material adverse impact on our results of operations or financial condition in ways not currently anticipated by us.
Independent of the Legislation MedPac annually issues a report to the
It is reasonable to expect that the Legislation might have a more immediate and negative impact on those providers generating lower margins than us, with more leverage relative to earnings than us, with less capital resources than us, or with less ability to adapt their operations. Certain aspects of the Legislation appear to align with certain recommendations of MedPac. MedPac suggests, in connection with its recommendation for a rebasing or recalculation of home health reimbursement rates, that such change may result in some agencies exiting
It is also reasonable to expect that the rate cuts, if enacted as presently outlined, will present additional opportunities for us to make acquisitions of other providers at valuations and on terms that are attractive to us and enable us to spread our segment and unallocated corporate overhead expenses across a larger business base. However there can be no assurance that we will be successful in making such acquisitions.
There has been a great deal of legislative and regulatory change enacted or proposed in the last several months and, not all implementing regulations have been published. Additionally, as also indicated above it is reasonable to expect more changes. Such changes may similarly increase our costs, decrease our revenues, expose us to expanded liability or require us to revise the ways in which we conduct our business. Refer to the results of operations for the impact of these items on revenue, operating and net income for the years ended
Given the broad and far reaching implications of all these changes, the incomplete nature of these changes, the pace at which the changes are taking place and the prospects for future changes to be made, we cannot predict the
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ultimate impact, which may be material and adverse, that health care reform efforts and resulting
We may contemplate formulating and taking actions intended to mitigate or otherwise offset some of the negative effects of reimbursement changes. These actions may include any or all of the following:
† Attempting to increase our revenues by: investing more resources in sales and marketing activities, development of diagnosis related specialty programs and increasing our educational programs regarding the value of home health to drive admission growth, establishing startup branch operations to expand our service territories, and acquisitions of underperforming providers with strong referral relationships,
† Attempting to reduce our costs by: developing a more efficient delivery model, increasing the productivity standards for our staff, optimizing the appropriate use of different levels of professional staff, limiting or eliminating the growth in wage rates, limiting or reducing the size of our work force, closing unprofitable branch operations and accelerating our efforts to evaluate the use of various technological approaches to the delivery of patient care to improve patient outcomes and/or improve the productivity of our workforce,
† Evaluating the potential implications of health care reform on our employee benefit plans, and possible changes we may need to make to our plans, and
† Potentially other actions we deem appropriate including evaluation of potential additional service offerings in patients' homes consistent with our Senior Advocacy mission or changing the mix of the types of services we provide.
Although we will attempt to mitigate or otherwise offset the negative effect of health care reform on our reimbursement revenue and our employee benefit plans, our actions may not ultimately be cost effective or prove successful.
Governmental Inquiries and Shareholder Litigation
Seasonality
Our Visiting Nurse segment operations located in
Critical Accounting Policies
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in
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Table of Contents Revenue Recognition
We recognize revenues when patient services are provided, primarily in our patients' homes. Net service revenues are stated at amounts estimated by us to be their net realizable values. We are paid for our services primarily by federal and state third-party reimbursement programs and, to a lesser degree, commercial insurance companies and patients.
Medicare Revenues
Approximately 77% of our net service revenues are derived from the
At the beginning of each
Non-Medicare Revenues
Substantially all remaining revenues are derived from services provided under a per visit, per hour or unit basis (as opposed to episodic) for which revenues are calculated and recorded using payor-specific or patient-specific fee schedules based on the contracted rates in each third party payor agreement.
Revenue Adjustments
Laws and regulations governing the
Accounts ReceivableAccounts receivable are reported at their estimated net realizable value and are net of estimated allowances for uncollectible accounts and adjustments. Accounts receivable consist primarily of amounts due from third-party payors and patients. We evaluate the collectability of our accounts receivable based on certain factors, such as payor types, historical collection trends and aging categories. We calculate our reserve for uncollectible accounts based on the length of time that the receivables are past due. The percentage applied to the receivable balances in the various aging categories is based on historical collection experience, business and economic conditions and reimbursement trends.
Insurance Programs
We bear significant insurance risk under our large-deductible workers' compensation insurance program and our self-insured employee health program. Under the workers' compensation insurance program, we bear risk up to
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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
We record estimated liabilities for our insurance programs based on information provided by the third-party plan administrators, historical claims experience, the life cycle of claims, expected costs of claims incurred but not paid, and expected costs to settle unpaid claims. We monitor our estimated insurance-related liabilities and recoveries, if any, on a monthly basis and as required by ASU 2010-24, Health Care Entities (Topic 954): Presentation of Insurance Claims and Related Insurance Recoveries, record amounts due under insurance policies in other current assets, while recording the estimated carrier liability in other current liabilities in our
Goodwill and Other Intangible Assets
Intangible assets are stated at fair value at the time of acquisition and goodwill represents the excess cost over the fair value of net assets acquired and liabilities assumed. Finite lived intangible assets are amortized on a straight-line basis over the estimated useful life of the asset. Goodwill and indefinite-lived assets are not amortized. We perform impairment tests of goodwill and indefinite lived assets as required by ASC Topic 350, Intangibles - Goodwill and Other on at least an annual basis. The impairment analysis requires numerous subjective assumptions and estimates to determine fair value of the respective reporting units. We estimate the fair value of the related reporting units using a combined market approach (guideline company and similar transaction method) and income approach (discounted cash flow analysis). These models are based on our projections of future revenues and operating costs and are reconciled to our consolidated market capitalization. The cash flow forecasts are adjusted by an appropriate discount rate based on our weighted average cost of capital as well as the weighted average cost of capital of other market participants of 15.5% and a terminal growth rate of 3.0%. A 200 basis point change in either assumption (either individually or in the aggregate) would not result in any impairment of our goodwill balances. As of
Accounting for Income Taxes
We account for taxes in accordance with ASC Topic 740, Income Taxes. As of
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Table of Contents Stock-based Compensation
We account for stock-based compensation in accordance with the fair value recognition provisions as outlined in ASC Topic 718, Compensation - Stock Compensation. To estimate the fair value of options, we use the
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Table of Contents RESULTS OF OPERATIONS
Year Ended
(In thousands) 2011 2010 Change Consolidated Amount % Rev Amount % Rev Amount % Net service revenues: Visiting Nurse $ 284,509 83.7 % $ 294,915 88.0 % $ (10,406 ) -3.5 % Personal Care 55,344 16.3 % 40,380 12.0 % 14,964 37.1 % 339,853 100.0 % 335,295 100.0 % 4,558 1.4 % Operating income before corporate expenses: Visiting Nurse 46,132 16.2 % 66,316 22.5 % (20,184 ) -30.4 % Personal Care 8,382 15.1 % 5,513 13.7 % 2,869 52.0 % 54,514 16.0 % 71,829 21.4 % (17,315 ) -24.1 % Corporate expenses 19,953 5.9 % 20,172 6.0 % (219 ) -1.1 % Operating income 34,561 10.2 % 51,657 15.4 % (17,096 ) -33.1 % Interest expense, net (180 ) -0.1 % (266 ) -0.1 % 86 -32.3 % Income tax expense (13,579 ) -4.0 % (20,678 ) -6.2 % 7,099 -34.3 % Net income $ 20,802 6.1 % $ 30,713 9.2 % $ (9,911 ) -32.3 % EBITDA (1) $ 38,799 11.4 % $ 56,075 16.7 % $ (17,276 ) -30.8 %
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(1) See page 46 for discussion of EBITDA.
Results for the year ended
On a consolidated basis, net service revenues increased
Operating income before corporate expenses declined
Corporate expenses in 2011 included approximately
The effective tax rate was approximately 39.5% in 2011, down from 40.2% in 2010, primarily due to the impact of a lower state tax rate from the Cambridge acquisition.
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Visiting Nurse Segment-Years Ended
Approximately 92% of the VN segment revenues were generated from the
2011 2010 Change Amount % Rev Amount % Rev Amount % Net service revenues $ 284,509 100.0 % $ 294,915 100.0 % $ (10,406 ) -3.5 % Cost of service revenues 130,792 46.0 % 126,122 42.8 % 4,670 3.7 % Gross margin 153,717 54.0 % 168,793 57.2 % (15,076 ) -8.9 % General and administrative expenses: Salaries and benefits 81,965 28.8 % 76,319 25.9 % 5,646 7.4 % Other 25,620 9.0 % 26,158 8.9 % (538 ) -2.1 % Total general and administrative expenses 107,585 37.8 % 102,477 34.7 % 5,108 5.0 % Operating income before corporate expenses $ 46,132 16.2 % $ 66,316 22.5 % $ (20,184 ) -30.4 % Average number of locations 98 86 12 14.0 % All payors: Patients Months 210,135 205,681 4,454 2.2 % Admissions 61,596 58,291 3,305 5.7 % Billable Visits 1,912,543 1,886,287 26,256 1.4 % Medicare Statistics: Revenue (in thousands) $ 261,960 92.1 % $ 271,248 92.0 % $ (9,288 ) -3.4 % Billable visits 1,616,288 1,581,360 34,928 2.2 % Admissions 56,007 52,757 3,250 6.2 % Recertifications 32,549 34,285 (1,736 ) -5.1 % Episodes Completed 87,533 86,414 1,119 1.3 % Revenue per completed episode $ 3,002 $ 3,140 $ (138 ) -4.4 %
VN segment net service revenues declined to
Cost of service revenues grew 3.7% exceeding the 1.4% rate of growth in visits primarily due to disruption in labor costs in
General and administrative expenses - Salaries and benefits grew by about
The table below highlights the impact of
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Table of Contents 2011 2010 2012 rate cut $ (614 ) $ - 2011 rate cut (15,100 ) (1,200 ) 2010 rate increases - 5,264 $ (15,714 ) $ 4,064
Episodes in progress at
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Personal Care Segment-Years Ended
Approximately 81% of the PC segment revenues were generated from
2011 2010 Change Amount % Rev Amount % Rev Amount % Net service revenues $ 55,344 100.0 % $ 40,380 100.0 % $ 14,964 37.1 % Cost of service revenues 36,250 65.5 % 26,420 65.4 % 9,830 37.2 % Gross margin 19,094 34.5 % 13,960 34.6 % 5,134 36.8 % General and administrative expenses: Salaries and benefits 6,979 12.6 % 5,225 12.9 % 1,754 33.6 % Other 3,733 6.7 % 3,222 8.0 % 511 15.9 % Total general and administrative expenses 10,712 19.4 % 8,447 20.9 % 2,265 26.8 % Operating income before corporate expenses $ 8,382 15.1 % $ 5,513 13.7 % $ 2,869 52.0 % Average number of locations 30 22 8 36.4 % Admissions 3,573 2,863 710 24.8 % Patient months of care 55,107 44,823 10,284 22.9 % Patient days of care 763,647 578,879 184,768 31.9 % Billable hours 3,076,193 2,263,702 812,491 35.9 % Revenue per billable hour $ 17.99 $ 17.84 $ 0.15 0.9 %
Our 2011 PC results include acquisitions including Cambridge, which was effective
Organic PC segment net service revenues also increased
Total general and administrative expenses as a percentage of revenues reduced to 19.4% from 20.9% due to our ability to leverage our existing infrastructure over a larger revenue base.
As a result, PC segment operating income before corporate expenses increased to
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Year Ended
(in thousands) 2010 2009 Change Consolidated Amount % Rev Amount % Rev Amount % Net service revenues: Visiting Nurse $ 294,915 88.0 % $ 256,060 86.5 % $ 38,855 15.2 % Personal Care 40,380 12.0 % 39,922 13.5 % 458 1.1 % 335,295 100.0 % 295,982 100.0 % 39,313 13.3 % Operating income before corporate expenses: Visiting Nurse 66,316 22.5 % 53,973 21.1 % 12,343 22.9 % Personal Care 5,513 13.7 % 5,100 12.8 % 413 8.1 % 71,829 21.4 % 59,073 20.0 % 12,756 21.6 % Corporate expenses 20,172 6.0 % 17,205 5.8 % 2,967 17.2 % Operating income 51,657 15.4 % 41,868 14.1 % 9,789 23.4 % Interest expense, net (266 ) -0.1 % (803 ) -0.3 % 537 -66.9 % Income tax expense (20,678 ) -6.2 % (16,501 ) -5.6 % (4,177 ) 25.3 % Net income $ 30,713 9.2 % $ 24,564 8.3 % $ 6,149 25.0 % EBITDA (1) $ 56,075 16.7 % $ 45,624 15.4 % $ 10,451 22.9 %
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(1) See page 46 for discussion of EBITDA.
On a consolidated basis, our 2010 net service revenues increased 13.3% to approximately
Operating income in 2010 grew approximately 23% over 2009 primarily due to VN segment revenue growth of approximately 15%. Operating income as a percent of revenues increased to 15.4% in 2010 versus 14.1% in 2009 based primarily on VN Medicare rate increases and organic volume growth. Unallocated corporate expenses included
The
The effective income tax rate was 40.2% in both 2010 and 2009. Net income for 2010 was
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Visiting Nurse Segment-Years Ended
Approximately 92% of the VN segment revenues were generated from the
2010 2009 Change Amount % Rev Amount % Rev Amount % Net service revenues $ 294,915 100.0 % $ 256,060 100.0 % $ 38,855 15.2 % Cost of service revenues 126,122 42.8 % 110,661 43.2 % 15,461 14.0 % Gross margin 168,793 57.2 % 145,399 56.8 % 23,394 16.1 % General and administrative expenses: Salaries and benefits 76,319 25.9 % 66,929 26.1 % 9,390 14.0 % Other 26,158 8.9 % 24,497 9.6 % 1,661 6.8 % Total general and administrative expenses 102,477 34.7 % 91,426 35.7 % 11,051 12.1 % Operating income before corporate expenses $ 66,316 22.5 % $ 53,973 21.1 % $ 12,343 22.9 % Average number of locations 86 76 10 13.2 % All payors: Patients Months 205,681 185,959 19,722 10.6 % Admissions 58,291 52,029 6,262 12.0 % Billable Visits 1,886,287 1,712,480 173,807 10.1 % Medicare Statistics: Revenue (in thousands) $ 271,248 92.0 % $ 230,383 90.0 % $ 40,865 17.7 % Billable visits 1,581,360 1,395,001 186,359 13.4 % Admissions 52,757 47,110 5,647 12.0 % Recertifications 34,285 29,326 4,959 16.9 % Episodes Completed 86,414 76,436 9,978 13.1 % Revenue per completed episode $ 3,140 $ 2,974 $ 166 5.6 %
Net service revenues in the VN segment for 2010 rose 15.2% to approximately
The combination of the
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Personal Care Segment-Years Ended
Approximately 69% of the PC segment revenues were generated from
2010 2009 Change Amount % Rev Amount % Rev Amount % Net service revenues $ 40,380 100.0 % $ 39,922 100.0 % $ 458 1.1 % Cost of service revenues 26,420 65.4 % 26,629 66.7 % (209 ) -0.8 % Gross margin 13,960 34.6 % 13,293 33.3 % 667 5.0 % General and administrative expenses: Salaries and benefits 5,225 12.9 % 5,086 12.7 % 139 2.7 % Other 3,222 8.0 % 3,107 7.8 % 115 3.7 % Total general and administrative expenses 8,447 20.9 % 8,193 20.5 % 254 3.1 % Operating income before corporate expenses $ 5,513 13.7 % $ 5,100 12.8 % $ 413 8.1 % Average number of locations 22 22 - 0.0 % Admissions 2,863 3,055 (192 ) -6.3 % Patient months of care 44,823 45,242 (419 ) -0.9 % Patient days of care 578,879 572,407 6,472 1.1 % Billable hours 2,263,702 2,280,233 (16,531 ) -0.7 % Revenue per billable hour $ 17.84 $ 17.51 $ 0.33 1.9 %
Net service revenues in the personal care segment were flat for 2010 at
As a result, operating income before corporate expenses in the PC segment increased 8.1% to
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Liquidity and Capital Resources
We believe that a certain amount of debt has an appropriate place in our overall capital structure and it is not our strategy to eliminate all debt financing. We believe that our cash flow from operations, cash on hand, and borrowing capacity on our bank credit facility, described below, will be sufficient to cover operating needs, future capital expenditure requirements and scheduled debt payments of miscellaneous small borrowing arrangements and capitalized leases. In addition, it is likely that we will pursue growth from acquisitions, partnerships and other ventures that would be funded from excess cash from operations, cash on hand, credit available under the bank credit agreement and other financing arrangements that are normally available in the marketplace. Further, our board may pursue a stock repurchase program.
On
Revolving Credit Facility
At
The weighted average prime rate-based interest rates were 4.50% and 3.33% for the years ended
We believe that this Facility will be sufficient to fund our operating needs for at least the next year. We will continue to evaluate additional capital, including possible debt and equity investments in the Company, to support a more rapid development of the business than would be possible with internal funds.
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Table of Contents Cash Flows
Key elements to the Consolidated Statements of Cash Flows were as follows for the years ended
Net Change in Cash and Cash Equivalents 2011 2010 2009 Provided by (used in): Operating activities $ 25,932 $ 34,769 $ 26,917 Investing activities (40,053 ) (5,407 ) (8,461 ) Financing activities (129 ) (808 ) (249 )
Net (decrease) increase in cash and cash equivalents $ (14,250 )
2011 Compared to 2010
Net cash provided by operating activities resulted primarily from current period net income of
The cash used in investing activities was primarily due to the acquisitions completed in April and August of 2011 for total cash of approximately
Net cash used in financing activities for 2011 decreased over the prior year period primarily due to a
2010 Compared to 2009
Net cash provided by operating activities resulted primarily from current period income of
The cash used in investing activities is primarily related to capital expenditures and additional amounts paid under earn-out agreements entered into in conjunction with our historical acquisitions.
Net cash used in financing activities resulted primarily from the payments of
Medicaid Reimbursement
We have a significant dependence on state
Acquisitions
The Company completed several acquisitions over the past three fiscal years and will continue to actively seek to acquire other quality providers of home health services like our current operations.
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Factors which may affect future acquisition decisions include, but are not limited to, the quality and potential profitability of the business under consideration, potential regulatory limitations and our profitability and ability to finance the transaction.
2011 Acquisitions
During 2011, we acquired 9 VN and 38 PC branch locations in
2010 Acquisition
During 2010, we acquired one VN branch which expanded our operations in
2009 Acquisition
During 2009 we acquired 2 VN branch locations which expanded our operations in
Contractual Obligations
The following table provides information about the payment dates of our contractual obligations at
2012 2013 2014 2015 2016 Total Revolving credit facility $ - $ - $ - $ - $ - $ - Notes payable 1,200 625 500 - - 2,325 Operating leases 5,124 3,513 2,130 1,157 528 12,452 Total $ 6,324 $ 4,138 $ 2,630 $ 1,157 $ 528 $ 14,777
Commitments and Contingencies
Letters of Credit
We have outstanding letters of credit totaling
We currently have no contingent obligations related to acquisition agreements. However, we periodically seek acquisition candidates and may reasonably be expected to enter into acquisitions in the future.
Our commitments and contingencies are also impacted by our general and professional liabilities, pending litigation and health care reform discussed elsewhere in this form 10-K. Please refer to Part I, Item 1, "Government Regulation", Part I, Item 1A, "Risk Factors", Part I, Item 3 "Legal Proceedings", Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" and Part II, Item 8, "Notes to Consolidated Financial Statements".
Impact of Inflation
We do not believe that inflation has had a material effect on income during the past several years.
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Table of Contents Non-GAAP Financial Measure
The information provided in some of the tables use certain non-GAAP financial measures as defined under
EBITDA
Earnings before interest, income tax, depreciation and amortization (EBITDA) is not a measure of financial performance under accounting principles generally accepted in the US (GAAP). It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from EBITDA are significant components in understanding and evaluating financial performance and liquidity. Management routinely calculates and communicates EBITDA and believes that it is useful to investors because it is commonly used as an analytical indicator within our industry to evaluate performance, measure leverage capacity and debt service ability, and to estimate current or prospective enterprise value. EBITDA is also used in certain covenants contained in our credit agreement.
The following table sets forth a reconciliation of net income to EBITDA as ofDecember 31 (in thousands): 2011 2010 2009 Net income $ 20,802 $ 30,713 $ 24,564 Add back: Interest expense 180 266 803 Income tax expense 13,579 20,678 16,501 Depreciation and amortization 2,816 2,913 2,385 Amortization of stock-based compensation 1,422 1,505 1,371 Earnings before interest, income taxes, depreciation and amortization (EBITDA) $ 38,799 $ 56,075 $ 45,624
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