LOUISVILLE, Ky., March 23 /PRNewswire/ --
Almost Family, Inc. (Nasdaq: AFAM) announced today that it has redeemed
748,501 shares of its common stock held by HealthSouth Corporation
(NYSE: HRC). The shares redeemed represent 23% of the total shares
outstanding prior to the transaction and 100% of the AFAM shares held by
HealthSouth. In the same transaction, the Company also acquired a warrant
held by HealthSouth to purchase 200,000 additional shares of the Company's
common stock. The total purchase price for the stock and warrants was
$5 million, which was paid in cash today with funds available to the Company
under its bank credit facility.
Additionally, the Company's Board of Directors has authorized up to
$1 million to be used to acquire additional shares. The Company plans to
initiate a stock repurchase plan that will comply with Rule 10B-18 of the
Securities Exchange Act of 1934. This plan will permit purchases to take
place selectively from time to time in open market purchases through a broker
or in privately negotiated transactions.
With respect to the HealthSouth transaction, had the transaction been
completed at the beginning of the Company's current fiscal year, proforma
earnings per share for the nine months ended December 31, 2001, would have
been $0.51 which is $0.05 or 13% higher than the reported $0.46.
Additionally, the Company expects the transaction to be accretive to earnings
per share in future periods as well.
"This transaction allows us, in effect, to acquire a significant amount of
adult day care cash flow at an attractive and accretive price, without the due
diligence risk that would be associated with other acquisitions," said William
B. Yarmuth, AFAM's Chairman and CEO. Yarmuth added: "While the HealthSouth
transaction significantly reduces the number of shares outstanding it has no
impact on the public float. Further, while the additional $1 million share
repurchase program may have some impact on share liquidity, we feel the
current quoted valuation of the Company's stock presents a compelling
investment opportunity. By using a small portion of our capital for this we
believe we can further enhance returns to the remaining shareholders."
HealthSouth obtained its ownership interest in AFAM in a transaction
dating back to 1989 in which a company acquired by AFAM in 1991 purchased
certain non-strategic assets of HealthSouth in a seller-financed transaction.
The associated debt was converted to preferred equity in 1992 and to common
equity in 1994. The Company issued the warrant to HealthSouth in return for a
guarantee of the Company's bank borrowings in 1992-1994. HealthSouth has held
the shares, and the warrant, as part of its non-core business investment
holdings since that time.
Almost Family, Inc. is an adult day health care services company focused
on providing alternatives for seniors and other special needs adults who wish
to avoid nursing home placement. The Company has locations in Kentucky,
Maryland, Alabama, Massachusetts, Connecticut, Indiana, Ohio, and Florida.
Contact: William Yarmuth or Steve Guenthner (502) 899-5355.
All statements, other than statements of historical facts, included in
this news release, including the objectives and expectations of management for
future operating results and the accretive effect of this transaction on
future earnings per share, are forward-looking statements. These forward-
looking statements are based on the Company's current expectations. Although
the company believes that the expectations expressed or implied in such
forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct.
Because forward-looking statements involve risks and uncertainties, the
company's actual results could differ materially. The potential risks and
uncertainties which could cause actual results to differ materially could
include the impact of further changes in healthcare reimbursement systems,
including the ultimate effects of implementation of Medicare Prospective
Payment System, potential changes to the Medicare PPS, the ability of the
Company to achieve the cost control and earnings objectives of its plan for
operating its visiting nurse division under Medicare PPS; government
regulation; health care reform; pricing pressures from Medicaid and other
third-party payers; and changes in laws and interpretations of laws relating
to the healthcare industry. For a more complete discussion regarding these
and other factors which could affect the company's financial performance,
refer to the company's Securities and Exchange Commission filing on Form 10-K
for the year ended March 31, 2000, in particular information under the
headings "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The company disclaims any intent or
obligation to update its forward-looking statements.
SOURCE Almost Family, Inc.
 back to top
Company News On-Call:
http://www.prnewswire.com/comp/784275.html or fax,
800-758-5804, ext. 784275
CONTACT:
William Yarmuth or Steve Guenthner, of Almost
Family, Inc., 502-899-5355
|
