LOUISVILLE, Ky., Nov. 16 /PRNewswire-FirstCall/ -- Almost Family, Inc.
(Nasdaq: AFAM) today announced an agreement to acquire the assets of all
the Medicare-certified home health agencies owned and operated by Mederi,
Inc., one of Florida's oldest and best-known home health care
organizations. Coconut Grove, Fl.-based Mederi operates 21 agency locations
in Florida (16), Missouri (2) and Illinois (3).
Company Comments on Acquisition
"We are very pleased to welcome the employees and patients of Mederi,
and we are extremely excited about this acquisition," said William B.
Yarmuth, chairman and chief executive officer of Almost Family. "Mederi has
a three decade long history of stability and high-quality patient care.
Combining Mederi with our Caretenders Visiting Nurse (VN) operations will
bring the best of both companies to the communities we serve."
Strategic Achievements
Yarmuth continued: "This transaction marks several strategic
achievements for Almost Family. With this acquisition we are passing the
$100 million revenue mark. Our VN segment on a combined pro-forma basis
would account for two-thirds of our consolidated revenue which we have
previously stated is one of our strategic objectives. Finally, we have
substantially increased our presence in Florida, where we believe we are
one of the largest home health providers in the state, and added Missouri
and Illinois to our geographic footprint. On a combined basis following
integration of the transaction we expect to be operating in 73 branch
locations in 9 states."
Terms of the Transaction
The agreement calls for an initial purchase price of approximately $19
million consisting of $13 million cash, $4 million in a note payable and
100,000 shares of Almost Family common stock (restricted). Additional
consideration of up to $5.5 million in cash may be paid to the seller
contingent primarily upon the achievement of certain revenue targets in the
two years following the closing. The cash portion of the transaction will
be funded from borrowings available on the Company's existing senior credit
facility with JP Morgan Chase Bank, NA. Subject to usual and customary
closing conditions, the transaction is expected to close Dec. 3, 2006.
Financial Implications
In the 12 months ended September 30, 2006, the agencies being acquired
reported $24.6 million in revenue and $3.5 million in pre-tax agency-level
operating income (unaudited, before corporate overhead). Based upon its
integration plan which calls for the combination of 8 Mederi locations with
Caretenders locations in overlapping service territories, the Company
expects to eliminate approximately $850,000 of agency level costs, net of
additional corporate management costs annually. Based on current interest
rates, the interest cost on funds used to finance the transaction would
total $1.5 million annually.
For the twelve months ended September 30, 2006, Almost Family has
reported $84.8 million in revenue, $6.1 million in pretax income and $3.9
million in net income from continuing operations. During that period, the
Company had 2.662 million average shares outstanding for diluted earnings
purposes and reported $1.46 diluted earnings per share from continuing
operations. Almost Family's reported results for the twelve months ended
included only partial results for previously announced acquisitions of home
health agencies in April 2006 (Ocala FL), June 2006 (Birmingham AL) and
September 2006 (Ft. Lauderdale FL).
About Mederi Home Health Care
Mederi, a Medicare certified home health agency, was founded in 1973 to
provide more advanced health care to homebound patients. Recognized as one
of the first home health care agencies in the state of Florida, Mederi has
grown into a network of 16 community-based offices in Florida and five
branches in Missouri and Illinois. Mederi offers physician-referred
patients comprehensive home health care services such as: registered
nursing, specialty nursing, physical therapy, speech therapy, occupational
therapy, nutritional guidance and home health aide services.
About Almost Family
Almost Family, Inc., founded in 1976, is a leading regional provider of
home health nursing services, with branch locations in Florida, Kentucky,
Ohio, Connecticut, Massachusetts, Alabama and Indiana (in order of revenue
significance). Almost Family, Inc. and its subsidiaries operate a Medicare-
certified division under the Caretenders trade name and a personal care
division under the Almost Family name. Altogether, Almost Family operates
60 branch locations in 7 U.S. states.
All statements, other than statements of historical facts, included in
this news release, including the objectives and expectations of management
for future operating results, the Company's ability to accelerate growth in
its home health operations, the Company's ability to achieve expected cost
savings net of incremental overhead post-acquisition, the ultimate outcome
of the Company's allocation of purchase price to amortizable intangible
assets, the Company's ability to generate positive cash flows, and the
Company's expectations with regard to market conditions, 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
include: regulatory approvals or third party consents may not be obtained,
the impact of further changes in healthcare reimbursement systems,
including the ultimate outcome of potential changes to Medicaid
reimbursement due to state budget shortfalls; the ability of the Company to
maintain its level of operating performance and achieve its cost control
objectives; changes in our relationships with referral sources; the ability
of the Company to litigate acquired operations; government regulation;
health care reform; pricing pressures from Medicare, Medicaid and other
third-party payers; changes in laws and interpretations of laws relating to
the healthcare industry, and the Company's self-insurance risks. 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 December 31,
2005, in particular information under the headings "Special Caution
Regarding Forward-Looking Statements" and "Risk Factors." The Company
disclaims any intent or obligation to update its forward-looking
statements.
SOURCE Almost Family, Inc.
 back to top
Related links:
http://www.almost-family.com
http://www.prnewswire.com/comp/784275.html/
CONTACT:
William Yarmuth or Steve Guenthner of Almost
Family, Inc., +1-502-891-1000
|
