SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2000
----------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to ______________
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Commission file number 0-12927
NATIONAL HOME HEALTH CARE CORP.
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(Exact name of Registrant as Specified in Its Charter)
Delaware 22-2981141
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
700 White Plains Road, Scarsdale, New York 10583
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(Address of Principal Executive Offices with Zip Code)
Registrant's Telephone Number Including Area Code: 914-722-9000
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.
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Indicate by check mark whether the Registrant (1) 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 __
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ____No __
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of common stock outstanding as of December 15, 2000 was
4,927,857.
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NATIONAL HOME HEALTH CARE CORP.
FORM 10-Q
FOR THE QUARTER ENDED OCTOBER 31, 2000
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PART I. FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
Consolidated Balance Sheets as of October 31, 2000
and July 31, 2000 (unaudited) 3-4
Consolidated Statements of Operations for the three
months ended October 31, 2000 and October
31, 2000 (unaudited) 5
Consolidated Statements of Cash Flows for the three
months ended October 31, 2000 and October
31, 2000 (unaudited) 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
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NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
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October 31, 2000 July 31, 2000
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ASSETS
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Current assets:
Cash and cash equivalents $ 4,184,000 $ 4,856,000
Investments 18,000 18,000
Accounts receivable-less allowance for doubtful accounts of
$628,000 at October 31, 2000
and $673,000 at July 31, 2000 16,687,000 15,715,000
Prepaid expenses and other assets 349,000 589,000
Deferred taxes 504,000 504,000
---------------- ----------------
Total current assets 21,742,000 21,682,000
Furniture, equipment and leasehold improvements, net 761,000 760,000
Excess of cost over fair value of net assets of businesses
acquired, net 7,508,000 6,945,000
Other intangible assets, net 2,235,000 1,257,000
Deposits and other assets 223,000 212,000
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TOTAL $ 32,469,000 $ 30,856,000
================ ================
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(continued)
See accompanying notes to consolidated financial statements.
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NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
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October 31, 2000 July 31, 2000
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LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 2,662,000 $ 2,203,000
Income taxes payable 432,000 167,000
Estimated third-party payor settlements 44,000 ----
---------------- ----------------
Total current liabilities 3,138,000 2,370,000
---------------- ----------------
Stockholders' equity:
Common stock, $.001 par value; authorized 20,000,000 shares,
issued 6,228,746 shares 6,000 6,000
Additional paid-in capital 18,525,000 18,525,000
Retained earnings 13,146,000 12,274,000
---------------- ----------------
31,677,000 30,805,000
Less treasury stock (1,282,228 and 1,276,778 shares) at cost (2,346,000) (2,319,000)
---------------- ----------------
Total stockholders' equity 29,331,000 28,486,000
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TOTAL $ 32,469,000 $ 30,856,000
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See accompanying notes to consolidated financial statements.
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NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
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For the three months ended October 31,
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2000 1999
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Net patient revenue $17,518,000 $9,494,000
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Operating expenses:
Cost of revenue 11,642,000 6,326,000
General and administrative 4,040,000 2,395,000
Amortization of intangibles 222,000 142,000
Bad debt expense 130,000 ----
---------- ---------
Total operating expenses 16,034,000 8,863,000
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Income from operations 1,484,000 631,000
Other income:
Interest income 37,000 85,000
Gain resulting from sale of stock of equity investee ---- 943,000
--------- ---------
Income before taxes 1,521,000 1,659,000
Provision for income taxes 649,000 568,000
------------ ---------
NET INCOME $872,000 $1,091,000
======== ==========
Net income per common share:
Basic $0.18 $0.21
================ ===========
Diluted $0.17 $0.21
================ ===========
Weighted average number of shares outstanding:
Basic 4,947,802 5,081,774
Diluted 5,075,182 5,088,249
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See accompanying notes to consolidated financial statements.
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NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
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For the three months ended October 31,
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2000 1999
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Cash flows from operating activities:
<S> <C> <C>
Net income $872,000 $1,091,000
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 274,000 188,000
Gain resulting from sale of stock of equity investee ---- (943,000)
Provision for doubtful accounts net of write-offs. (45,000) ----
Loss on sale of assets 26,000 ----
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (927,000) (340,000)
Prepaid expenses and other current assets 229,000 (86,000)
Increase (decrease) in liabilities:
Accounts payable, accrued expenses and other liabilities 459,000 (23,000)
Income taxes payable 265,000 473,000
Estimated third party payor settlements 44,000 18,000
------------- ---------------
Net cash provided by operating activities 1,197,000 378,000
------------- ---------------
Cash flows from investing activities:
Purchase of property, plant and equipment (101,000) (139,000)
Purchase of assets of business (1,763,000) ----
Proceeds from sale of assets 22,000 ----
Proceeds from sale of stock of equity investee ---- 943,000
Proceeds of investments ---- 160,000
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Net cash provided by (used in) investing activities (1,842,000) 964,000
============== ==============
Cash flows from financing activities:
Purchase of treasury shares (27,000) (151,000)
----------- --------------
Net cash (used in) financing activities (27,000) (151,000)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (672,000) 1,191,000
Cash and cash equivalents-beginning of period 4,856,000 7,442,000
--------------- ---------------
CASH AND CASH EQUIVALENTS-END OF PERIOD $4,184,000 $8,633,000
============== ==============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Taxes $384,000 $93,000
Interest ---- ----
</TABLE>
See accompanying notes to consolidated financial statements.
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NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended October 31,
2000 are not necessarily indicative of the results that may be expected for the
year ending July 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended July 31, 2000.
NOTE 2 - SUNSTAR HEALTHCARE, INC.
SunStar Healthcare, Inc. ("SunStar") has been a publicly traded
corporation since May 1996. SunStar, formerly a wholly-owned subsidiary of the
Company, had comprised the Company's Florida outpatient medical center
operations. In May 1996, SunStar completed its initial public offering following
a complete change in management and the adoption of a business plan by new
management for the establishment of a health maintenance organization. As a
result, SunStar was no longer consolidated with the Company for accounting
purposes. The Company had utilized the equity method of accounting for its
investment in SunStar. In February 2000, SunStar's sole operating subsidiary
effectively discontinued operations. As of October 31, 2000, the Company's
ownership percentage of SunStar was 21.6% and the Company's value of its
investment was $0.
NOTE 3 - ACQUISITIONS
On August 10, 1998, the Company, through its wholly owned subsidiary
Health Acquisition Corp. ("Health Acquisition"), acquired, for $1,943,000 in
cash, including acquisition costs of $8,000, certain assets of Bryan Employment
Agency, Inc., d/b/a Bryan Home Care Services ("Bryan Home Care"), a New York
licensed home health care company which provides home care services in
Westchester County, New York. The acquisition was accounted for as a purchase.
The purchase price was generated from internal funds. The acquisition expanded
the geographic presence of the Company and enabled Health Acquisition to become
a participating provider in the Westchester County Department of Social Services
Medicaid Program.
On November 1, 1998, the Company acquired all of the outstanding common
shares of Accredited Health Services, Inc. ("Accredited"). Accredited is a
licensed home health care company that provides home health aide services in
Bergen, Hudson, Passaic, Essex, Morris,
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Union, Somerset and Middlesex Counties, New Jersey. The purchase price of
approximately $1,949,000 in cash, including acquisition costs of $85,000, was
generated from internal funds. The acquisition was accounted for as a purchase.
On November 1, 1999, the Company acquired, through wholly owned
subsidiaries in Connecticut, certain assets of Optimum Care Services of
Connecticut, Inc., Optimum Home Health of Connecticut, Inc. and Optimum Home
Care of Connecticut, Inc., (the "Optimum Entities"). The assets were acquired
from a court-appointed Chapter 7 Trustee for a purchase price of $4,490,000 in
cash, including acquisition costs of $90,000, which amount was generated from
internal funds of the Company. The final purchase price was determined through
an auction process conducted at the United States Bankruptcy Court for the
District of Massachusetts. The assets acquired included certain, but not all,
machinery, equipment, intangibles and accounts receivable. The acquisition
represented the Company's opportunity to expand its Connecticut operations into
additional areas in the state. The Company is operating the acquired assets
under the Company's pre-existing wholly-owned subsidiary in Connecticut, New
England Home Care, Inc. ("New England"), and a recently formed subsidiary,
Connecticut Staffing Works Corp. ("Ct. Staffing").
The Optimum Entities had been engaged in the business of providing home
health care, staffing and related services in Connecticut, including a Medicare
certified and licensed home health care agency and an affiliate providing
staffing services.
On April 14, 2000, the Company acquired, through New England, certain
assets of the Connecticut operations of U.S. HomeCare Corp. ("U.S.
HomeCare-Connecticut") for $311,000 in cash, including acquisition costs of
$11,000. The acquisition was accounted for as a purchase. The purchase price was
generated from internal funds of the Company. The acquisition complemented the
Company's existing operations in the state of Connecticut.
On August 25, 2000, Accredited purchased certain assets of Health
Forced Owned, Ltd. and its affiliates ("Health Force"). Health Force's
operations included the provision of home health aide and skilled nursing
services in northern and central New Jersey. The purchase price of approximately
$1,822,000 in cash, including acquisition costs of $42,000, was generated from
internal funds. The acquisition was accounted for as a purchase. The acquisition
complemented the Company's existing operations in New Jersey and also expanded
its services to include skilled nursing.
-8-
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NOTE 4 - PER SHARE DATA
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For the three months ended October 31
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2000 1999
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Income Shares Income Shares
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Basic EPS:
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Net income $872,000 4,947,802 $1,091,000 5,081,774
Effective of dilutive securities -
common stock options ------ 127,380 ------ 6,475
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Diluted EPS: $872,000 5,075,182 $1,091,000 5,088,249
======== ========= ========== =========
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<PAGE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
Operations.
The following discussion and analysis provides information which the
Company's management believes is relevant to an assessment and understanding of
the Company's results of operations and financial condition. This discussion
should be read in conjunction with the attached consolidated financial
statements and notes thereto, and with the Company's audited financial
statements and notes thereto for the fiscal year ended July 31, 2000.
Except for historical information contained herein, certain matters set
forth in this report are forward-looking statements that are dependent on
certain risks and uncertainties, including such factors, among others, as market
acceptance, market demand pricing, changing regulatory environment (including in
particular the impact of recent prospective payment Medicare regulations),
changing economic conditions, risks in new product and service development, the
effect of the Company's accounting policies, risks in connection with
acquisitions, ability to retain and attract qualified personnel in a strong
labor market and other risks detailed in the Company's other filings with the
Securities and Exchange Commission.
The Company is subject to significant external factors that could
significantly impact its business, including changes in Medicare and Medicaid
reimbursement, government fraud and abuse initiatives and other such factors
that are beyond the control of the Company. These factors, as well as future
changes in reimbursement, could cause future results to differ materially from
historical results.
The Balanced Budget Act of 1997, as amended (the "Act"), was signed
into law on August 5, 1997. Under the Act, until October 1, 2000, Medicare
certified home health agencies were reimbursed under an interim payment system
("IPS") for a two-year period prior to the implementation of a prospective
payment system. Under IPS, home health care providers were reimbursed the lower
of (i) their actual costs, (ii) cost limits based on 105% of median costs of
freestanding home health agencies or (iii) an agency-specific per patient cost
limit, based on 98% of 1994 costs adjusted for inflation. Prior to the
implementation of IPS, Medicare reimbursed providers on a reasonable cost basis
subject to program-imposed cost per visit limitations. Effective October 1,
2000, under the prospective payment system, the last remaining phase of the Act,
Medicare now reimburses providers a predetermined base payment. The payment is
adjusted for the health condition and care needs of the beneficiary and is also
adjusted for the geographic differences in wages across the country. Medicare
provides home health agencies with payments for 60-day "episodes of care".
The implementation of IPS has resulted in a decrease in Medicare
revenue from the Company's Medicare certified agency. In addition, the Company's
operations in New York and New Jersey are dependent upon referrals, primarily
from Medicare certified home health care agencies, whose reimbursement has been
adversely affected. Under the prospective payment
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system, there can be no assurance that the Company's future referrals will not
result in reduced reimbursement rates or reduced volume of business.
Results of Operations and Effects of Inflation
----------------------------------------------
For the three months ended October 31, 2000, net patient revenue
increased $8,024,000, or 84.5%, to $17,518,000 from $9,494,000 for the three
months ended October 31, 1999. This increase is attributable to $5,908,000 of
net patient revenue from the expansion of the Company's operations in
Connecticut through the opportunity represented by the liquidation of Optimum
Entities, the acquisition on November 1, 1999 of certain assets of the Optimum
trustee, the acquisition of certain assets of U.S. HomeCare-Connecticut on April
14, 2000 and the successful penetration of the available market share. In New
Jersey, the Company's net patient revenue increased $511,000 over the periods as
a result of the acquisition of certain assets of Health Force on August 25, 2000
and in New York, net patient revenue increased $1,605,000 as a result of the
Company's ability to capitalize on additional market share resulting from the
abandonment of Health Force's operations in the state.
Gross profit margin increased slightly to 33.5% for the three months
ended October 31, 2000 from 33.4% for the three months ended October 31, 1999.
General and administrative expenses increased $1,645,000, or 68.7%, to
$4,040,000 for the three months ended October 31, 2000 from $2,395,000 for the
three months ended October 31, 1999. This increase is attributable to the
additional general and administrative expenses incurred in connection with the
expansion into the markets previously served by the Optimum Entities, U.S.
HomeCare-Connecticut and Health Force. As a percentage of net patient revenue,
general and administrative expenses decreased to 23.1% for the three months
ended October 31, 2000 from 25.2% for the three months ended October 31, 1999.
Amortization of intangibles increased $80,000, or 56.3%, to $222,000
for the three months ended October 31, 2000 from $142,000 for the three months
ended October 31, 1999. This increase is attributable to the amortization of
goodwill and intangibles associated with the acquisitions of certain assets of
the Optimum Entities, U.S. HomeCare-Connecticut and Health Force.
The Company recorded a provision of $130,000 in bad debt expense for
the three months ended October 31, 2000 as compared to $0 for the three months
ended October 31, 1999. As the Company does not have experience with many of the
new payor sources with which it now contracts as a result of the Company's
expansion into the new markets in both Connecticut and New Jersey, the Company
has established a reserve against its accounts receivable. In addition, the
Company has experienced increases in accounts receivable balances with certain
of the Medicare certified agencies with which it contracts. Accordingly, the
Company is reserving against accounts receivable in the event that some of these
accounts will have to be written off.
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As a result of the foregoing, income from operations increased
$853,000, or 135.2% to $1,484,000 for the three months ended October 31, 2000
from $631,000 for the three months ended October 31, 1999.
Interest income decreased ($48,000), or (56.5%) to $37,000 for the
three months ended October 31, 2000 from $85,000 for the three months ended
October 31, 1999. This decrease is attributable to cash used in investing
activities resulting from the acquisitions of certain assets of the Optimum
Entities, U.S. HomeCare-Connecticut, and Health Force over the past twelve month
period.
During the three months ended October 31, 1999, the Company recorded a
gain from sale of stock of equity investee in the amount of $943,000.
The Company's effective tax rate increased to 42.7% for the three
months ended October 31, 2000 from 34.2% for the three months ended October 31,
1999. This increase is attributable to a lower effective tax rate on the gain
resulting from the sale of stock of equity investee recorded for the three
months ended October 31, 1999. Excluding the gain from the sale of stock of
equity investee in the prior three month period, the effective rate was 42.7%.
Net income decreased ($219,000), or (20%), to $872,000, or $0.17 per
share in the three months ended October 31, 2000 from $1,091,000, or $.21 per
share, in the three months ended October 31, 1999. This decrease is attributable
solely to the gain resulting from the sale of stock of equity investee, net of
tax in the amount of $682,000, or $.13 per share, in the prior three month
period.
The rate of inflation had no material effect on operations for the
three months ended October 31, 2000.
Financial Condition and Capital Resources
-----------------------------------------
Current assets increased to $21,742,000 and current liabilities
increased to $3,138,000, respectively, at October 31, 2000. This resulted in a
decrease in working capital of ($708,000), from $19,312,000 at July 31, 2000 to
$18,604,000 at October 31, 2000. Cash and cash equivalents decreased ($672,000),
to $4,184,000 at October 31, 2000 from $4,856,000 at July 31, 2000. The decrease
in cash and working capital is primarily attributable to the acquisition of
certain assets of Health Force on August 25, 2000 for a purchase price of
$1,822,000 in cash.
The Company provided net cash from operating activities of $1,197,000
for the three months ended October 31, 2000 as compared to net cash provided by
operating activities of $378,000 for the three months ended October 31, 1999.
The increase in cash provided by operating activities of $819,000, or 216.7%, is
attributable to an increase in operating cash flow of $791,000, net increases in
operating liabilities of $300,000, offset by net increases in
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operating assets of ($272,000). Net cash used in investing activities for the
three months ended October 31, 2000 consisted of the purchase of assets of
Health Force and equipment, offset by the sale of assets. The cash provided by
investing activities for the three months ended October 31, 1999 consisted of
proceeds from sale of stock of equity investee and proceeds of investments,
offset by the purchase of equipment. Net cash used in financing activities for
the three months ended October 31, 2000 and October 31, 1999 reflects the
purchase of treasury shares.
The nature of the Company's business requires weekly payments to health
care personnel at the time services are rendered. The Company typically receives
payment for these services on a basis of 90 to 120 days with respect to
contracted and insurance business and 15 to 45 days with respect to certain
governmental payors, such as Medicare and Medicaid programs. Accounts receivable
turnover was 74 days at October 31, 2000.
The Company has available a $2,000,000 secured line of credit with its
bank. In addition, a subsidiary of the Company has a secured advised line of
credit. The maximum amount that can be borrowed under the secured advised line
of credit may not exceed the lesser of eligible accounts receivable or
$2,000,000. Both credit facilities bear interest at the alternate base
commercial lending rate of the bank and expire January 31, 2001. At October 31,
2000, there was no outstanding balance under either line of credit. The Company
is currently considering increasing its credit facilities to finance operations,
including continuing to make acquisitions in the home health care field.
The Company intends to meet its short term and long term liquidity need
with its current cash balances, cash flow from operations and existing and
future lines of credit.
In October 2000, the Board of Directors extended for one year its
program to repurchase its Common Stock. Purchases in the aggregate of up to
$1,000,000 in purchase price during the one-year extension would be made from
time to time in the open market and through privately negotiated transactions,
subject to general market and other conditions. The buyback program will be
financed out of existing cash or cash equivalents.
Year 2000 Compliance
--------------------
The Year 2000 issue is the result of date-sensitive devices, systems
and computer programs that were deployed using two digits rather than four to
define the applicable year. Any such technologies may recognize a year
containing "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculation causing disruption of operations including,
among other things, a temporary inability to process transactions or engage in
similar normal business activities.
The Company did not experience any significant malfunctions or errors
in its information or business systems when the date changed from 1999 to 2000.
Based on its operations since
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January 1, 2000, the Company does not expect any significant problems related to
the Year 2000 issue. However, it is possible that the full impact of the date
change has not been fully recognized. For example, it is possible that Year 2000
or similar issues, such as leap-year related problems, may occur with financial
closings. The Company believes that any such problems will be minor and easily
corrected. In addition, the Company could still be negatively impacted if the
Year 2000 or similar issues adversely affect its customers or suppliers.
Currently, the Company is not aware of any significant Year 2000 or similar
problems that have arisen with its customers or suppliers.
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<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, the Company is subject, form time
to time, to claims and legal actions.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits:
Exhibit
Number Document
------ --------
10.1 Third Amendment, dated as of August 1, 2000, to
Employment Agreement between the Registrant and Steven
Fialkow. Incorporated by reference to the Registrant's
annual report on Form 10-K for the fiscal year ended
July 31, 2000 (the "July 31, 2000 Form 10-K").
10.2 Second Amendment, dated as of August 1, 2000, to Amended
and Restated Employment Agreement between the Registrant
and Frederick H. Fialkow. Incorporated by reference to
the July 31, 2000 Form 10-K.
10.3 Second Amendment, dated as of August 1, 2000, to
Employment Agreement between the Registrant and Robert
P. Heller. Incorporated by reference to the July 31,
2000 Form 10-K.
10.4 Second Amendment, dated as of August 1, 2000, to
Employment Agreement between the Registrant and Richard
Garofalo. Incorporated by reference to the July 31, 2000
Form 10-K.
10.5* Lease between Health Acquisition and 175-20 Hillside
Avenue Associates dated August 1, 2000 relating to the
headquarters of Health Acquisition.
27.1* Financial Data Schedule.
--------------------------
* Filed herewith
(b) Reports on Form 8-K:
None
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
NATIONAL HOME HEALTH CARE CORP.
Date: December 15, 2000 By: /s/ Robert P. Heller
------------------------------------------
Name: Robert P. Heller
Title: Vice President of Finance and Chief
Financial Officer
