Updates 2018 Guidance for Combined Company
Announces New $500 Million Senior Secured Credit Facility
LAFAYETTE, La. (April 2, 2018) – LHC Group, Inc. (the “Company” or “LHC Group”) (NASDAQ: LHCG) has announced the completion and effectiveness of its merger with Almost Family, Inc. (“Almost Family”). The transaction creates the second largest in-home healthcare provider in the country with an expanded geographic service territory of 36 states covering over 60 percent of the U.S. population aged 65 and over; the only national home health, hospice, and personal care provider with a long track record of successfully partnering with hospitals and health systems; and the highest quality provider, as measured by the Centers for Medicare and Medicaid Services star ratings, with a depth of talent, industry relationships, and a reputation for driving savings for payors and improving patient outcomes and experiences.
Effectiveness of Merger
The merger of LHC Group and Almost Family was effective on April 1, 2018. The shares of Almost Family ceased trading under the ticker symbol “AFAM” at the close of the NASDAQ stock market on March 29. Under the terms of the merger agreement, each share of Almost Family common stock was automatically converted into the right to receive 0.9150 of a share of LHC Group common stock, resulting in approximately 31.2 million total shares of common stock outstanding for the combined company.
Commenting on the announcement, Keith G. Myers, LHC Group’s chairman and Chief Executive Officer, said, “The coming together of our two companies is truly transformative in nature and can now begin to benefit patients, families, and communities across the United States. We are stronger together and well-positioned to lead the industry’s transition to value-based reimbursement and highly coordinated care. With a deep and highly experienced team steeped in in-home healthcare, we look forward to delivering on the inherent growth potential in our businesses and accelerating our growth with additional joint ventures and acquisitions.”
Integration of the Combined Company
The approximately 30,000 employees of LHC Group will be integrated into one “house of brands,” with a shared culture based on an aligned vision, collaboration, and commitment to quality local healthcare. Since November, the Berkeley Research Group (“BRG”), who is project managing the integration process, has been working diligently alongside LHC Group and Almost Family team members to help plan and facilitate the integration process, which mainly comprises systems, processes, and personnel. The integration is expected to continue to be implemented over the course of the next 12 to 18 months.
As the only national provider with a proven track record of partnering with leading hospitals and health systems, LHC Group expects to continue the strong momentum generated from over $114 million of acquired revenue in 2017 by pursuing a strong pipeline of new potential partnerships designed to provide a full continuum of in-home healthcare services. With a combined-company overlap of only 39 metropolitan markets and 90 counties across the country, LHC Group expects to pursue additional acquisition and de novo activities to co-locate home health, hospice, and personal care services. LHC Group also expects to continue driving organic growth based upon its industry-leading CMS Star ratings for quality and patient satisfaction.
$500 Million Senior Secured Credit Facility
LHC Group also announced that it has entered into a new $500 million five-year senior secured credit facility led by JPMorgan Chase Bank, which includes an additional $200 million accordion expansion feature, to refinance and replace LHC Group’s $225 million credit facility scheduled to mature in June 2019 and Almost Family’s $350 million credit facility scheduled to mature in December 2021.
Updated Fiscal Year 2018 Guidance
With the completion of the merger, the Company updated its previously issued guidance for fiscal year 2018 to account for the merger and the inclusion of Almost Family’s financial results for the final three quarters of 2018. Net service revenue is expected to be in a range of $1.84 billion to $1.89 billion, and adjusted earnings per diluted share is expected to be in a range of $3.45 to $3.55. This adjusted earnings per diluted share guidance represents 12% to 15% accretion from the merger compared with the mid-point of the Company’s previously issued guidance for fiscal 2018. The updated guidance assumes the following:
1. The Company expects to achieve a total of $25 million in pre-tax synergies with $8 million to $12 million realized in 2018;
2. An estimated effective tax rate of 28 percent to 29 percent, which reflects the positive impact from passage of the Tax Cuts and Jobs Act of 2017; and
3. Weighted average diluted shares of approximately 28.0 million.
Commenting on the updated 2018 guidance, Josh Proffitt, LHC Group’s Chief Financial Officer, said, “In addition to the immediate benefits from the merger to the patients, families, communities and partners we are blessed to serve, we also are excited about the double digit accretion that we will recognize in 2018. We are confident in achieving the $25 million in pre-tax synergies by the end of 2019 and look forward to additional accretion in 2019 and beyond as we continue to capture additional synergies.”
The Company’s guidance ranges do not take into account the impact of future reimbursement changes, if any, future acquisitions, if made, de novo locations, if opened, or future legal expenses, if necessary. The adjusted earnings guidance for 2018 is presented on a non-GAAP basis, as it does not include the impact of transition related costs, integration related expenses or other expenses related to the merger. Given the difficulty in predicting the amount and timing of merger related expenses, the Company cannot reasonably provide a full reconciliation of its adjusted earnings per share guidance to GAAP earnings per share. The Company’s guidance range on net service revenue does not take into account the Company’s adoption of ASU 2014-09 in 2018 regarding revenue recognition, which will result in a reduction to net service revenue by bad debt expense, but will not affect earnings per share.