For Immediate Release
Almost Family, Inc. Signs Definitive Agreement to Acquire Patient Care, Inc.
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Adds $47 million in annual revenues and eight locations in New Jersey,
Connecticut, and Pennsylvania -
LOUISVILLE, Ky., June 19 /PRNewswire-FirstCall/ --
Almost Family, Inc. (Nasdaq: AFAM - News), a leading
regional provider of home health nursing services, today announced that
it has signed
a definitive agreement to acquire the stock of Patient
Care, Inc. This acquisition, the Company's largest to date, expands Almost
Family's
presence in the Northeast with three locations in
New Jersey, one in Pennsylvania, and four in Connecticut. With this acquisition,
Almost
Family will operate almost 90 branches across 11
states.
William B. Yarmuth, President and CEO of Almost Family,
Inc., noted, "We are extremely pleased with the acquisition of Patient
Care and the opportunity to expand significantly in
our Northeast region. Patient Care gives us a strong presence in New
Jersey, strengthens our
presence in Connecticut and provides us an entry into
Pennsylvania. Patient Care has long standing franchise value in its brand
name and we intend
to continue our practice of maintaining acquired brands
in the local markets. We are very excited to have the employees, patients
and referral
sources of Patient Care join our growing family of
home care companies."
Bob Nixon, President and CEO
of Patient Care, stated, "We carefully
evaluated a number of options before choosing Almost
Family as our partner for growth. The similarities in our cultures
and our values make Almost
Family the perfect merger partner and we can rest assured
that the future of Patient Care is in the right hands. Almost Family's
industry-leading
qualities, in particular its tradition of being an
advocate for the needs of its patients, are an excellent match for
Patient Care's patients,
employees and referral sources. We will be better positioned
to build upon the strength of our branch network to expand our market
presence. "
Established in 1975, Patient Care operates Medicare-certified home health
agency locations in three Northeast states. Patient Care is the largest
for-profit home health provider in New Jersey serving four densely populated
counties; is one of the largest providers in Connecticut; and operates
one branch in eastern Pennsylvania. With a total of eight branch locations,
Patient Care generated 2007 annual revenues of approximately $47 million.
Ray Rasa, Senior Vice President of Patient Care, will join Almost Family
as its senior home care manager in the Northeast region.
With this acquisition, Almost Family's annual net revenue run rate surpasses
the $200 million mark. The Company noted that it reached the $100 million
milestone just 18 months ago. The Patient Care transaction furthers the
Company's objective of balancing its geographic coverage. In combination
with its existing operations, the Company's Northeast region should generate
over $60 million in annual revenues.
The total purchase price for the stock is $45.2 million, subject to
a working capital adjustment. Additionally, the Company will assume approximately
$1.3 million in capital lease obligations. The transaction will be funded
from Almost Family's existing cash and borrowings from its senior secured
revolving credit facility. Almost Family expects the transaction to be
completed during the third quarter, subject to regulatory approvals.
Due to transition, wind down costs and the timing of the close, the acquisition
is not expected to contribute significantly to earnings in 2008 but is
expected to be accretive to EPS in 2009.
About Almost Family, Inc.
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, Missouri, Alabama, Illinois and Indiana
(in order of revenue significance). Almost Family, Inc. and its subsidiaries
operate a Medicare-certified segment and a personal care segment. Altogether,
Almost Family operates 81 branch locations in nine U.S. states.
Forward Looking Statements
All statements, other than
statements of historical facts, included in this news release are forward-looking
statements within the meaning
of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of forward-looking
terminology
such as "may," "will," "expect," "believe," estimate," "project," anticipate," "continue," or
similar terms, variations of those terms or the negative
of those terms. These forward-looking statements are based on the Company's
current plans,
expectations and projections about future events.
Because forward-looking statements
involve risks and uncertainties, the Company's actual results could
differ materially from any future
results, performance or achievements expressed or implied
by such forward-looking statements. 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 Medicare reimbursement for home health services
and 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 integrate 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 various
filings with the Securities and Exchange Commission, including its
filing on Form 10-K
for the year ended December 31, 2007, in particular
information under the headings "Special Caution Regarding Forward-Looking Statements" and "Risk
Factors." The Company undertakes no obligation to update or revise
its forward-looking statements.
Almost Family, Inc. The Ruth Group
Steve Guenthner Stephanie Carrington/Jared Hoffman
(502) 891-1000 (investors)
(646) 536-7017/7013
scarrington@theruthgroup.com
jhoffman@theruthgroup.com
Jason Rando/Jeneane Smith (media)
(646) 536-7025/7021
jrando@theruthgroup.com
ajsmith@theruthgroup.com
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