10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2008
OR
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the Transition period from
to
Commission file number 000-32935
ARCADIA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
(State or other jurisdiction of Incorporation)
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88-0331369
(I.R.S. Employer Identification Number) |
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9229 DELEGATES ROW, SUITE 260 |
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INDIANAPOLIS, INDIANA
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46240 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (317) 569-8234
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer
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Non-accelerated filer o
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Smaller reporting company
þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of October 28, 2008, 136,817,000 shares of common stock, $0.001 par value, of the Registrant
were outstanding.
Table of Contents
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Page |
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No. |
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2 |
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3 |
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4 |
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5 |
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6 |
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31 |
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31 |
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32 |
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32 |
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34 |
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34 |
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34 |
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Exhibits |
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34 |
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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EX-3.2 |
EX-10.1 |
EX-31.1 |
EX-31.2 |
EX-32.1 |
EX-32.2 |
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ARCADIA RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
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September 30, |
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March 31, |
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2008 |
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2008 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,294 |
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$ |
6,351 |
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Accounts receivable, net of allowance of $3,543 and $5,449, respectively |
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26,021 |
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24,723 |
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Inventories, net |
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1,546 |
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1,867 |
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Prepaid expenses and other current assets |
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2,058 |
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3,101 |
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Total current assets |
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31,919 |
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36,042 |
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Property and equipment, net |
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5,017 |
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5,991 |
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Goodwill |
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33,386 |
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32,836 |
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Acquired intangible assets, net |
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23,765 |
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24,371 |
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Other assets |
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267 |
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175 |
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Total assets |
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$ |
94,354 |
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$ |
99,415 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Lines of credit, current portion |
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$ |
375 |
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$ |
250 |
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Accounts payable |
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3,414 |
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2,567 |
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Accrued expenses: |
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Compensation and related taxes |
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4,148 |
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3,676 |
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Interest |
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60 |
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97 |
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Other |
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2,082 |
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1,643 |
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Payable to affiliated agencies |
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2,789 |
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2,255 |
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Long-term obligations, current portion |
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462 |
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545 |
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Capital lease obligations, current portion |
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84 |
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105 |
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Deferred revenue |
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10 |
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29 |
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Total current liabilities |
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13,424 |
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11,167 |
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Lines of credit, less current portion |
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19,665 |
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22,492 |
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Long-term obligations, less current portion |
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16,880 |
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15,851 |
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Capital lease obligations, less current portion |
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75 |
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108 |
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Total liabilities |
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50,044 |
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49,618 |
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Commitments and contingencies |
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STOCKHOLDERS EQUITY |
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Preferred stock, $.001 par value, 5,000,000 shares authorized, none outstanding |
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Common stock, $.001 par value, 200,000,000 shares authorized; 134,985,500 shares and 133,113,440 shares issued, respectively |
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135 |
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133 |
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Additional paid-in capital |
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130,474 |
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129,442 |
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Accumulated deficit |
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(86,299 |
) |
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(79,778 |
) |
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Total stockholders equity |
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44,310 |
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49,797 |
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Total liabilities and stockholders equity |
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$ |
94,354 |
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$ |
99,415 |
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See accompanying notes to these condensed consolidated financial statements.
2
ARCADIA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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Three-Month Period Ended |
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Six-Month Period Ended |
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September 30, |
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September 30, |
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(Unaudited) |
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(Unaudited) |
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2008 |
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2007 |
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2008 |
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2007 |
Revenues, net |
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$ |
36,923 |
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$ |
37,984 |
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$ |
74,308 |
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$ |
75,993 |
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Cost of revenues |
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23,938 |
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25,992 |
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48,399 |
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51,900 |
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Gross profit |
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12,985 |
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11,992 |
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25,909 |
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24,093 |
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Selling, general and administrative |
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13,871 |
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14,342 |
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27,913 |
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28,079 |
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Depreciation and amortization |
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1,053 |
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936 |
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1,810 |
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1,784 |
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Total operating expenses |
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14,924 |
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15,278 |
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29,723 |
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29,863 |
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Operating loss |
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(1,939 |
) |
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(3,286 |
) |
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(3,814 |
) |
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(5,770 |
) |
Other expenses: |
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Interest expense, net |
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1,054 |
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949 |
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2,010 |
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2,108 |
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Other |
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44 |
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14 |
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303 |
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14 |
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Total other expenses |
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1,098 |
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963 |
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2,313 |
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2,122 |
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Loss from continuing operations before income taxes |
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(3,037 |
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(4,249 |
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(6,127 |
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(7,892 |
) |
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Current income tax expense |
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198 |
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7 |
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394 |
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23 |
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Loss from continuing operations |
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(3,235 |
) |
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(4,256 |
) |
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(6,521 |
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(7,915 |
) |
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Discontinued operations: |
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Loss from discontinued operations |
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(2,758 |
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(6,527 |
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Net loss on disposal |
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(2,160 |
) |
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(2,160 |
) |
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(4,918 |
) |
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(8,687 |
) |
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NET LOSS |
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$ |
(3,235 |
) |
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$ |
(9,174 |
) |
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$ |
(6,521 |
) |
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$ |
(16,602 |
) |
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Weighted average number of common shares outstanding |
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133,019,000 |
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123,456,000 |
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132,357,000 |
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119,250,000 |
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Basic and diluted net loss per share: |
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Loss from continuing operations |
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(0.02 |
) |
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(0.03 |
) |
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(0.05 |
) |
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(0.07 |
) |
Loss from discontinued operations |
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(0.04 |
) |
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(0.07 |
) |
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Net loss per share |
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$ |
(0.02 |
) |
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$ |
(0.07 |
) |
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$ |
(0.05 |
) |
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$ |
(0.14 |
) |
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See accompanying notes to these condensed consolidated financial statements.
3
ARCADIA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(Unaudited)
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Additional |
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Total |
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Common Stock |
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Paid-In |
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Accumulated |
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Stockholders |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance, April 1, 2008 |
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133,113,440 |
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$ |
133 |
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$ |
129,442 |
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$ |
(79,778 |
) |
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$ |
49,797 |
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Issuance of warrants |
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248 |
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248 |
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Stock-based compensation expense |
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359,657 |
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|
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|
786 |
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|
786 |
|
Contingent consideration relating to prior year acquisition |
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1,512,403 |
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2 |
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(2 |
) |
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Net loss for the period |
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(6,521 |
) |
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(6,521 |
) |
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Balance, September 30, 2008 |
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134,985,500 |
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$ |
135 |
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$ |
130,474 |
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$ |
(86,299 |
) |
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$ |
44,310 |
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See accompanying notes to these condensed consolidated financial statements.
4
ARCADIA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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Six-Month Period Ended |
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September 30, |
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(Unaudited) |
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2008 |
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2007 |
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Operating activities |
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Net loss for the period |
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$ |
(6,521 |
) |
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$ |
(16,602 |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Provision for doubtful accounts |
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1,654 |
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1,272 |
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Depreciation of property and equipment |
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2,297 |
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2,733 |
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Amortization of intangible assets |
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|
943 |
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1,485 |
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Impairment of long-lived assets |
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1,900 |
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Loss on sale of property and equipment |
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55 |
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Loss on sale of business disposal |
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2,160 |
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(Gain)/loss on extinguishment of debt |
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248 |
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(121 |
) |
Amortization of deferred financing costs and debt discounts |
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492 |
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Non-cash interest expense |
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1,102 |
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Reduction in expense due to return of common stock previously issued |
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(246 |
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Stock-based compensation expense |
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|
741 |
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2,132 |
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Changes in operating assets and liabilities, net of acquisitions: |
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Accounts receivable |
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(2,952 |
) |
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|
1,096 |
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Inventories |
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(611 |
) |
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(362 |
) |
Other assets |
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|
689 |
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(43 |
) |
Accounts payable |
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|
908 |
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(3,703 |
) |
Accrued expenses |
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|
781 |
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|
399 |
|
Due to affiliated agencies |
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|
166 |
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|
328 |
|
Deferred revenue |
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(19 |
) |
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(438 |
) |
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Net cash used in operating activities |
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(27 |
) |
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(8,010 |
) |
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Investing activities |
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Business acquisitions, net of cash acquired |
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(429 |
) |
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(384 |
) |
Proceeds from prior year business disposal |
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|
356 |
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Proceeds from disposals of property and equipment |
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19 |
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|
5,751 |
|
Purchases of property and equipment |
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(462 |
) |
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|
(1,079 |
) |
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Net cash provided by (used in) investing activities |
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|
(516 |
) |
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|
4,288 |
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Financing activities |
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Proceeds from issuance of common stock, net of fees |
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|
12,442 |
|
Net payments on lines of credit |
|
|
(2,956 |
) |
|
|
(4,878 |
) |
Payments on notes payable and capital lease obligations |
|
|
(558 |
) |
|
|
(5,088 |
) |
|
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|
Net cash provided by (used in) financing activities |
|
|
(3,514 |
) |
|
|
2,476 |
|
|
|
|
|
|
|
|
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|
|
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Net change in cash and cash equivalents |
|
|
(4,057 |
) |
|
|
(1,246 |
) |
Cash and cash equivalents, beginning of period |
|
|
6,351 |
|
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|
2,994 |
|
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|
|
Cash and cash equivalents, end of period |
|
$ |
2,294 |
|
|
$ |
1,748 |
|
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Supplementary information: |
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Cash paid during the period for: |
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|
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Interest |
|
$ |
485 |
|
|
$ |
2,282 |
|
Income taxes |
|
|
97 |
|
|
|
24 |
|
Non-cash investing / financing activities: |
|
|
|
|
|
|
|
|
Payments on note payable with issuance of common stock |
|
|
|
|
|
|
1,281 |
|
Common stock issued in conjunction with JASCORP, LLC acquisition |
|
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|
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|
|
1,800 |
|
HHE cost of disposal paid in common stock |
|
|
|
|
|
|
876 |
|
Stock price guarantee relating to prior year acquisition settled with issuance of notes payable |
|
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|
715 |
|
Prior period liability satisfied with equity |
|
|
45 |
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Accrued interest converted to notes payable |
|
|
1,102 |
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|
|
|
See accompanying notes to these condensed consolidated financial statements.
5
ARCADIA RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 Description of Company and Significant Accounting Policies
Description of Company
Arcadia Resources, Inc., a Nevada corporation, together with its wholly-owned subsidiaries (the
Company), is a national provider of home health services and products, medical and non-medical
staffing services and specialty pharmacy products and services operating under the service mark
Arcadia HealthCare. The Company operates in two complementary business groups: Home Health
Care/Staffing and Pharmacy/Medication Management. These two business groups operate in three
reportable business segments: In-Home Health Care Services and Staffing (Services), Home Health
Equipment (HHE) and Pharmacy. Within the health care markets, the Company has a broad business
mix and receives payment from a diverse group of payment sources. The Companys corporate
headquarters are located in Indianapolis, Indiana. The Company conducts its business from 98
facilities located in 21 states. The Company operates pharmacies in Indiana, Kentucky and
Minnesota and has customer service centers in Michigan and Indiana.
Unaudited Interim Financial Information
The accompanying consolidated balance sheet as of September 30, 2008, the consolidated statements
of operations for the three-month and six-month periods ended September 30, 2008 and 2007, the
consolidated statements of cash flows for the six-month periods ended September 30, 2008 and 2007
and the consolidated statement of stockholders equity for the six-month period ended September 30,
2008 are unaudited but include all adjustments (consisting of normal recurring adjustments) that
are, in the opinion of management, necessary for a fair presentation of the Companys financial
position at such dates and the results of operations and cash flows for the periods then ended, in
conformity with accounting principles generally accepted in the United States (GAAP). The
consolidated balance sheet as of March 31, 2008 has been derived from the audited consolidated
financial statements at that date but, in accordance with the rules and regulations of the United
States Securities and Exchange Commission (SEC), does not include all of the information and
notes required by GAAP for complete financial statements. Operating results for the three-month and
six-month periods ended September 30, 2008 are not necessarily indicative of results that may be
expected for the entire fiscal year. The financial statements should be read in conjunction with
the financial statements and notes for the fiscal year ended March 31, 2008 included in the
Companys Form 10-K filed with the SEC on June 16, 2008.
Principles of Consolidation
The consolidated financial statements include the accounts of Arcadia Resources, Inc. and its
wholly-owned subsidiaries. The earnings of the subsidiaries are included from the dates of
acquisition. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the date of the financial statements and
revenue and expenses during the reporting period. Changes in these estimates and assumptions may
have a material impact on the financial statements and accompanying notes.
Allowance for Doubtful Accounts and Contractual Allowances
The Company reviews its accounts receivable balances on a periodic basis. Accounts receivable have
been reduced by the reserves for estimated contractual allowances and doubtful accounts as
described below.
The provision for contractual allowances is the difference between the amount billed and the amount
expected to be paid by the applicable third-party payor. The Company records the provision for
contractual adjustments based on a percentage of accounts receivable using historical data. Due to
the complexity of many third-party billing arrangements, the amount billed, which represents the
estimated net realizable amount when the services are provided, is sometimes adjusted at the time
of cash remittance or claim denial.
6
The provision for doubtful accounts is primarily based on historical analysis of the Companys
records. The analysis is based on patient and institutional client payment histories, the aging of
the accounts receivable, and specific review of patient and institutional client records. As actual
collection experience changes, revisions to the allowance may be required. Any unanticipated change
in customers creditworthiness or other matters affecting the collectability of amounts due from
customers could have a material effect on the results of operations in the period in which such
changes or events occur. After all reasonable attempts to collect a receivable have failed, the
receivable is written off against the allowance.
Property and Equipment
Property and equipment is stated at cost and is depreciated on a straight-line basis over the
estimated useful lives of the assets. The majority of the Companys property and equipment includes
equipment held for rental to patients in the home for which the related depreciation expense is
included in cost of revenue. Depreciation expense included in cost of revenues included in
continuing operations was $719,000 and $584,000 for the three-month periods ended September 30,
2008 and 2007, respectively, and $1.4 million and $1.2 million for the six-month periods ended
September 30, 2008 and 2007, respectively.
Goodwill and Acquired Intangible Assets
The Company has acquired several businesses resulting in the recording of intangible assets,
including goodwill, which represents the excess of the purchase price over the fair value of the
net assets of businesses acquired. The Company follows Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets. Goodwill is tested for impairment
annually in the fourth quarter and between annual tests in certain circumstances, by comparing the
estimated fair value of each reporting unit to its carrying value.
Acquired intangible assets are amortized using the economic benefit method when reliable
information regarding future cash flows is available and the straight-line method when this
information is unavailable. The estimated useful lives are as follows:
|
|
|
Trade name
|
|
30 years |
Customers and referral source relationships (depending on
the type of business purchased)
|
|
3 and 25 years |
Acquired technology
|
|
2 and 3 years |
Non-competition agreements (length of agreement)
|
|
5 years |
Payables to Affiliated Agencies
The Services segment operates independently and through a network of affiliated agencies throughout
the United States. These affiliated agencies are independently-owned, owner-managed businesses,
which have been contracted by the Company to sell services under the Arcadia name. The arrangements
with affiliated agencies are formalized through a standard contractual agreement. The affiliated
agencies operate in particular regions and are responsible for recruiting and training field
service employees and marketing their services to potential customers within the region. The field
service employees are employees of the Company and the related employee costs are included in cost
of revenues. The Company maintains the relationship with the customer and the payer and, as such,
recognizes the revenue. The affiliated agencys commission is based on a percentage of gross
profit. The Company provides sales and marketing support to the affiliated agencies and develops
and maintains policies and procedures related to certain aspects of the affiliates business. The
contractual agreements require a specific, timed, calculable flow of funds and expenses between the
affiliated agencies and the Company. The payments to affiliated agencies are considered a selling
expense and are classified as selling, general and administrative expenses on the Companys
Statements of Operations. The agreements may be terminated by the affiliate upon advance notice to
the Company. The Company may terminate the agreement only under specified conditions. In some
circumstances, the Company may be obligated to pay the affiliate to acquire the affiliates
interest in the agreement.
Revenue generated through the affiliate agencies represented approximately 45% and 50% of total
revenue from continuing operations during the three-month periods ended September 30, 2008 and
2007, respectively, and 46% and 51% during the six-month periods ended September 30, 2008 and 2007,
respectively.
7
Revenue Recognition and Concentration of Credit Risk
Revenues for services are recorded in the period the services are rendered. Revenues for products
are recorded in the period delivered based on rental or sales prices established with the client or
its insurer prior to delivery.
Net patient service revenues are recorded at net realizable amounts estimated to be paid by the
customers and third-party payers. A contractual adjustment is recorded as a reduction to net
patient services revenues and consists of (a) the difference between the payers allowable amount
and the customary billing rate; and (b) services for which payment is denied by governmental or
third-party payors or otherwise deemed non-billable.
Revenues recognized under arrangements with Medicare, Medicaid and other governmental-funded
organizations were approximately 25% and 20% for the three-month periods ended September 30, 2008
and 2007, respectively, and 24% and 27% during the six-month periods ended September 30, 2008 and
2007, respectively. No customer represents more than 10% of the Companys revenues for the periods
presented.
Business Combinations and Valuation of Intangible Assets
The Company accounts for business combinations in accordance with SFAS No. 141, Business
Combinations (SFAS No. 141). SFAS No. 141 requires business combinations to be accounted for
using the purchase method of accounting and includes specific criteria for recording intangible
assets separate from goodwill. Results of operations of acquired businesses are included in the
financial statements of the Company from the date of acquisition. Net assets of the acquired
company are recorded at their estimated fair value at the date of acquisition.
Earnings (Loss) Per Share
Basic earnings per share is computed by dividing net income (loss) available to common stockholders
by the weighted average number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if securities, or other contracts to issue
common stock, were exercised or converted into shares of common stock. Shares held in escrow that
are contingently issuable upon a future outcome are not included in earnings per share until they
are released. Outstanding stock options, unvested restricted stock, warrants to acquire common
shares and escrowed shares have not been considered in the computation of dilutive losses per share
since their effect would be anti-dilutive for all applicable periods shown. As of September 30,
2008 and 2007, there were approximately 27,291,000 and 30,179,000 potentially dilutive shares
outstanding, respectively.
Stock-Based Compensation
Effective April 1, 2005, the Company adopted SFAS No. 123R, Share-Based Payment (SFAS No.
123R), which replaced SFAS No. 123 and superseded APB 25, using the modified prospective
transition method. Under the modified prospective transition method, fair value accounting and
recognition provisions of SFAS No. 123R are applied to stock-based awards granted or modified
subsequent to the date of adoption. In addition, for awards granted prior to the effective date,
the unvested portion of the awards are recognized in periods subsequent to the effective date based
on the grant date fair value determined for pro forma disclosure purposes under SFAS No. 123.
The expected life of employee stock options represents the calculation using the simplified
method for plain vanilla options applied consistently to all plain vanilla options, consistent
with the guidance in Staff Accounting Bulletin (SAB) SAB 107. In December 2007, the Securities
and Exchange Commission (SEC) issued SAB110 to amend the SECs views discussed in SAB 107 regarding
the use of the simplified method in developing an estimate of expected life of share options in
accordance with SFAS 123R. Due to a lack of adequate historical experience to provide a reasonable
estimate, the Company will continue to use the simplified method until it has the historical data
necessary to provide a reasonable estimate of expected life in accordance with SAB 107, as amended
by SAB 110. For the expected option life, the Company has what SAB 107 defines as plain-vanilla
stock options, and therefore use a simple average of the vesting period and the contractual term
for options as permitted by SAB 107.
8
Reclassifications
Certain amounts presented in prior periods have been reclassified to conform to current period
presentations including the reflection of discontinued operations separately from continuing
operations.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair
Value Measurements, which defines fair value and establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosure requirements about fair value
measurements. In February 2008, the FASB issued Staff Position SFAS No. 157-2 (FSP) which delays
the effective date of SFAS No. 157 for one year for non financial assets and non financial
liabilities, except items that are recognized or disclosed at fair value in the financial
statements on a recurring basis. The FSP defers the effective date of SFAS No. 157 to fiscal years
beginning after November 15, 2008 (our Fiscal 2010), and for interim periods within those fiscal
years. The Company adopted SFAS No. 157 for financial assets and liabilities on April 1, 2008. It
did not have any impact on its results of operations or financial position and did not result in
any additional disclosures. The Company is in the process of evaluating the effect, if any, the
adoption of FSP No. 157-2 will have on its consolidated financial statements.
Fair Value Hierarchy. SFAS No. 157 defines the inputs used to measure fair value into the
following hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by
market data.
Level 3: Unobservable inputs reflecting the reporting entitys own assumptions.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, which permits companies to make a one-time election to carry eligible types
of financial assets and liabilities at fair value, even if measurement is not required by GAAP. The
statement is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS
No. 159 on April 1, 2008, resulting in no impact on its consolidated financial statements.
In April 2008, FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets,
which amends the factors that must be considered in developing renewal or extension assumptions
used to determine the useful life over which to amortize the cost of a recognized intangible asset
under SFAS No. 142, Goodwill and Other Intangible Assets. FSP No. 142-3 requires an entity to
consider its own assumptions about renewal or extension of the term of the arrangement, consistent
with its expected use of the asset. FSP No. 142-3 also requires the disclosure of the
weighted-average period prior to the next renewal or extension for each major intangible asset
class, the accounting policy for the treatment of costs incurred to renew or extend the term of a
recognized intangible assets and for intangible assets renewed or extended during the period, if
renewal or extension costs are capitalized, the costs incurred to renew or extend the asset and the
weighted-average period prior to the next renewal or extension for each major intangible asset
class. FSP No. 142-3 is effective for financial statements for fiscal years beginning after
December 15, 2008. The Company is currently evaluating the impact of adopting FSP No. 142-3 on its
consolidated financial statements.
Note 2 Managements Plan
Since its reverse merger in May 2004, the Company has incurred operating losses and has accumulated
a significant amount of debt. For the year ended March 31, 2008, the Company incurred net losses
of $23.4 million, of which $13.1 million represents losses from continuing operations. For the six
month period ended September 30, 2008, the Company incurred a net loss of $6.5 million. At
September 30, 2008, the Company had total outstanding debt of approximately $37.5 million, of which
$30 million is due on October 1, 2009 and an additional $5 million is due on December 31, 2009.
Additionally, certain of the Companys debt agreements include subjective acceleration clauses and
other provisions that allow lenders, in their sole discretion, to determine that the Company has
experienced a material adverse change, which, in turn, would be an event of default.
A new executive management team, including a new Chief Executive Officer, Chief Financial Officer,
General Counsel and Executive Vice Presidents of Operations and Sales and Marketing, was assembled
during fiscal 2008. This team created a new vision for the Company, Keeping People at Home and
Healthier Longer, focusing management efforts in the Home Health Care and Pharmacy marketplaces.
During the first six months of fiscal 2008, the Company sold or ceased operations of certain
locations and lines of business that were under performing or did not complement the Companys
vision. Over the last four quarters, management has worked to improve the results of the home
care, medical staffing and home health equipment businesses, while at the same time, growing the
early-stage pharmacy business. During this period of time, significant progress has been made in
improving margins, reducing selling, general and administrative expenses and creating a more
unified and disciplined culture within the Company.
During the six month period ended September 30, 2008, the Company decreased its loss from
continuing operations by $1.4 million compared to the prior year. This improvement was made in a
difficult market environment, which has resulted in lower revenues in some segments. In addition,
this improvement was made while the Company increased expenditures in the pharmacy business
infrastructure in anticipation of a significant ramp up in pharmacy revenue.
The Company continues its efforts to reduce selling, general and administrative expenses and
anticipates additional savings during the last six months of fiscal 2009, primarily within its
employee-related expenses. Additionally, the Company anticipates margins to continue to be
stronger than prior years. Finally, management expects the pharmacy revenue to increase
significantly over the next several quarters.
Cash used in operations was approximately neutral for the six months ended September 30, 2008.
Total cash decreased by approximately $4.1 million during this period, of which $3.5 million was
used to reduce outstanding debt balances. The Company has implemented a disciplined approach to
cash management. Management believes that its cash and line of credit availability are sufficient
to fund on-going operations in the current business environment.
As of September 30, 2008, the Company had approximately $12.5 million outstanding under its
Comerica Bank line of credit, which is secured by eligible receivables of the Services segment.
The line of credit expires on October 1, 2009. The Company believes that it will be able to renew
this line of credit with Comerica or, if necessary, replace it with a similar secured line of
credit with another lender. The Company had an additional $22 million of debt owed to its two
largest equity holders, which matures during the third quarter of fiscal 2010. Senior management
is in on-going dialogue with these two entities and is exploring various alternatives for reducing
and/or restructuring its outstanding debt. Management believes that it will be able to restructure
its debt before maturity, but this may require the sale of additional assets. The Company
continues to explore the possible sale of non-core assets, and the proceeds of such a sale would be
used, in part, to reduce outstanding debt.
Note 3 Discontinued Operations
As discussed in Form 10-K for the fiscal year ended March 31, 2008, the Company sold or closed
several underperforming businesses during the fiscal year 2008, including the exit of the retail
HHE locations, the
9
non-emergency care clinic segment and the Colorado and Florida HHE business
units. The following table summarizes the divestures:
|
|
|
|
|
Business |
|
Divesture Date |
|
Segment |
|
Sears Retail HHE Operations
|
|
July 31, 2007
|
|
HHE |
Florida HHE Operations (Beacon Respiratory Services, Inc.)
|
|
September 10, 2007
|
|
HHE |
Colorado HHE Operations (Beacon Respiratory Services of Colorado, Inc.)
|
|
September 10, 2007
|
|
HHE |
Care Clinic, Inc.
|
|
October 2007
|
|
Care Clinic |
Walmart Retail HHE Operations
|
|
December 31, 2007
|
|
HHE |
Hollywood, Florida Pharmacy
|
|
December 31, 2007
|
|
Pharmacy |
The results of the above are reported in discontinued operations through the dates of disposition
in the accompanying consolidated statements of operations, and the prior period consolidated
statements of operations have been recast to conform to this presentation. The segment results in
Note 12 also reflect the reclassification of the discontinued operations. The discontinued
operations do not reflect the costs of certain services provided to these operations by the
Company. Such costs, which were not allocated by the Company to the various operations, included
legal fees, insurance, external audit fees, payroll processing, human resources services and
information technology support. The Company uses a centralized approach to cash management and
financing of its operations, and, accordingly, debt and the related interest expense were also not
allocated specifically to these operations. The consolidated statements of cash flows do not
separately report the cash flows of the discontinued operations.
The components of the loss from discontinued operations are presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three-Month Period |
|
Six-Month Period |
|
|
Ended |
|
Ended |
|
|
September 30, 2007 |
Revenues, net: |
|
|
|
|
|
|
|
|
Retail operations |
|
$ |
117 |
|
|
$ |
348 |
|
Care Clinic, Inc. |
|
|
64 |
|
|
|
202 |
|
Pharmacy Florida |
|
|
581 |
|
|
|
1,558 |
|
Home Health Equipment |
|
|
1,162 |
|
|
|
4,167 |
|
|
|
|
|
|
$ |
1,924 |
|
|
|
6,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations: |
|
|
|
|
|
|
|
|
Retail operations |
|
|
(159 |
) |
|
|
(439 |
) |
Care Clinic, Inc. |
|
|
(1,733 |
) |
|
|
(5,644 |
) |
Pharmacy Florida |
|
|
(136 |
) |
|
|
(221 |
) |
Home Health Equipment |
|
|
(730 |
) |
|
|
(223 |
) |
|
|
|
|
|
|
(2,758 |
) |
|
|
(6,527 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal: |
|
|
|
|
|
|
|
|
Retail operations |
|
|
(13 |
) |
|
|
(13 |
) |
Care Clinic, Inc. |
|
|
(770 |
) |
|
|
(770 |
) |
Pharmacy Florida |
|
|
(1 |
) |
|
|
(1 |
) |
Home Health Equipment |
|
|
(1,376 |
) |
|
|
(1,376 |
) |
|
|
|
|
|
|
(2,160 |
) |
|
|
(2,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations: |
|
|
|
|
|
|
|
|
Retail operations |
|
|
(172 |
) |
|
|
(452 |
) |
Care Clinic, Inc. |
|
|
(2,503 |
) |
|
|
(6,414 |
) |
Pharmacy Florida |
|
|
(137 |
) |
|
|
(222 |
) |
Home Health Equipment |
|
|
(2,106 |
) |
|
|
(1,599 |
) |
|
|
|
|
|
$ |
(4,918 |
) |
|
$ |
(8,687 |
) |
|
|
|
10
Note 4 Goodwill and Acquired Intangible Assets
The following table presents the detail of the changes in goodwill by segment for the six-month
period ended September 30, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
HHE |
|
Pharmacy |
|
Total |
|
|
|
Goodwill at April 1, 2008 |
|
$ |
14,180 |
|
|
$ |
2,015 |
|
|
$ |
16,641 |
|
|
$ |
32,836 |
|
Acquisitions during the period |
|
|
550 |
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
|
Goodwill at September 30, 2008 |
|
$ |
14,730 |
|
|
$ |
2,015 |
|
|
$ |
16,641 |
|
|
$ |
33,386 |
|
|
|
|
Goodwill of approximately $20.4 million is amortizable over 15 years for tax purposes while the
remainder of the Companys goodwill is not amortizable for tax purposes as the acquisitions related
to the purchase of common stock rather than of assets or net assets.
Acquired intangible assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 |
|
|
March 31, 2008 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Accumulated |
|
|
|
Cost |
|
|
Amortization |
|
|
Cost |
|
|
Amortization |
|
|
|
|
Trade name |
|
$ |
8,000 |
|
|
$ |
724 |
|
|
$ |
8,000 |
|
|
$ |
628 |
|
Customer relationships |
|
|
21,987 |
|
|
|
5,761 |
|
|
|
21,652 |
|
|
|
5,003 |
|
Non-competition agreements |
|
|
660 |
|
|
|
433 |
|
|
|
674 |
|
|
|
381 |
|
Acquired technology |
|
|
90 |
|
|
|
54 |
|
|
|
850 |
|
|
|
793 |
|
|
|
|
|
|
|
30,737 |
|
|
$ |
6,972 |
|
|
|
31,176 |
|
|
$ |
6,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less accumulated amortization |
|
|
(6,972 |
) |
|
|
|
|
|
|
(6,805 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net acquired intangible assets |
|
$ |
23,765 |
|
|
|
|
|
|
$ |
24,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for acquired intangible assets included in continuing operations was $487,000
and $614,000 for the three-month periods ended September 30, 2008 and 2007, respectively, and
$943,000 and $1.2 million for the six-month periods ended September 30, 2008 and 2007,
respectively.
The estimated amortization expense related to acquired intangible assets in existence as of
September 30, 2008 is as follows (in thousands):
|
|
|
|
|
Remainder of fiscal 2009 |
|
$ |
917 |
|
Fiscal 2010 |
|
|
1,918 |
|
Fiscal 2011 |
|
|
1,688 |
|
Fiscal 2012 |
|
|
1,496 |
|
Fiscal 2013 |
|
|
1,373 |
|
Thereafter |
|
|
16,373 |
|
|
|
|
|
Total |
|
$ |
23,765 |
|
|
|
|
|
11
Note 5 Lines of Credit
The following table summarizes the lines of credit for the Company (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available |
|
|
|
|
|
|
March 31, |
|
|
|
|
Lending Institution |
|
Maturity date |
|
|
Borrowing |
|
|
Balance |
|
|
2008 |
|
|
Interest rate |
|
|
|
Comerica Bank |
|
October 1, 2009 |
|
$ |
14,254 |
|
|
$ |
12,436 |
|
|
$ |
15,292 |
|
|
Prime |
AmerisourceBergen Drug Corporation |
|
September 30, 2010 |
|
|
2,350 |
|
|
|
2,350 |
|
|
|
2,450 |
|
|
|
10 |
% |
Jana Master Fund, Ltd. |
|
October 1, 2009 |
|
|
5,254 |
|
|
|
5,254 |
|
|
|
5,000 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lines of credit obligations |
|
|
|
|
|
$ |
21,858 |
|
|
|
20,040 |
|
|
|
22,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current portion |
|
|
|
|
|
|
|
|
|
|
(375 |
) |
|
|
(250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion |
|
|
|
|
|
|
|
|
|
$ |
19,665 |
|
|
$ |
22,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comerica Bank
The Comerica Bank line of credit agreement includes certain financial covenants specifically
relating to Arcadia Services, Inc. (ASI), a wholly-owned subsidiary of the Company. ASI was not
in compliance with the leverage ratio financial covenant as of March 31, 2008. In October 2008,
the Company entered into an amendment to the original credit agreement with Comerica. In
conjunction with the amendment, the bank waived the event of default relating to the March 31, 2008
covenant violation. Additionally, the amendment included an increase in the interest rate to prime
plus 1% per annum.
The effective interest rate at September 30, 2008 was 5.0%.
As of September 30, 2008, the Company was in compliance with all financial covenants.
AmerisourceBergen Drug Corporation (ABDC)
There have been no changes to the Companys line of credit agreement with ABDC as discussed in Form
10-Q for the period ended June 30, 2008 filed with the Securities and Exchange Commission (SEC) on
August 11, 2008.
Jana Master Fund, Ltd. (JANA)
There have been no changes to the Companys line of credit agreement with JANA as discussed in Form
10-Q filed with SEC on August 11, 2008, other than the Company elected to add an additional
$129,000 to the line of credit for unpaid cash interest on September 30, 2008.
The prime rate was 5.0% at September 30, 2008. The weighted average interest rate of borrowings
under line of credit agreements as of September 30, 2008 and March 31, 2008 was 6.9% and 6.5%,
respectively.
12
Note 6 Long-Term Obligations
Long-term obligations consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
March 31, |
|
|
2008 |
|
2008 |
Note payable to Jana Master Fund, Ltd.
amended on March 31, 2008 with principal due
in full on October 1, 2009 bearing an
effective interest rate of 10% on September
30, 2008. A total of approximately $577,000
of unpaid cash interest was added to the
note during fiscal 2009 as of September 30,
2008 and approximately $719,000 for the year
ended March 31, 2008 under this agreement.
The unsecured note payable includes various
loan covenants, all of which the Company was
in compliance as of September 30, 2008. |
|
$ |
11,942 |
|
|
$ |
11,365 |
|
|
|
|
|
|
|
|
|
|
Note payable to Vicis Capital Master Fund
(Vicis) dated March 31, 2008 bearing an
effective interest rate of 10% on September
30, 2008 with the principal due in full on
December 31, 2009. A total of approximately
$271,000 of unpaid cash interest was added
to the note during fiscal 2009 as of
September 30, 2008 under this agreement.
The amounts reported are net of unamortized
debt discount of $801,000 and $1.2 million
on September 30, 2008 and March 31, 2008,
respectively. |
|
|
4,808 |
|
|
|
4,136 |
|
|
|
|
|
|
|
|
|
|
Notes payable, unsecured, to two executives
dated September 10, 2007 bearing interest at
4% per year. The notes payable were paid in
full on April 10, 2008. |
|
|
|
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
Purchase price payable to Remedy
Therapeutics, Inc., unsecured, dated January
27, 2006, bearing simple interest of 8% per
year payable in equal quarterly payments of
principal and interest with the final
payment due on January 27, 2009. |
|
|
147 |
|
|
|
288 |
|
|
|
|
|
|
|
|
|
|
Other long-term obligations with interest
charged at various rates ranging from 4% to
8.75% to be paid over time based on
respective terms, due dates ranging from
April 2009 to March 2012, secured by certain
equipment. |
|
|
445 |
|
|
|
508 |
|
|
|
|
Total long-term obligations |
|
|
17,342 |
|
|
|
16,396 |
|
Less current portion of long-term obligations |
|
|
(462 |
) |
|
|
(545 |
) |
|
|
|
Long-term obligations, less current portion |
|
$ |
16,880 |
|
|
$ |
15,851 |
|
|
|
|
As of September 30, 2008, future maturities of long-term obligations are as follows (in thousands):
|
|
|
|
|
Remainder of fiscal 2009 |
|
$ |
419 |
|
Fiscal 2010 |
|
|
17,639 |
|
Fiscal 2011 |
|
|
59 |
|
Fiscal 2012 |
|
|
26 |
|
|
|
|
|
|
|
|
18,143 |
|
Less unamortized debt discount |
|
|
(801 |
) |
|
|
|
|
Total |
|
$ |
17,342 |
|
|
|
|
|
The weighted average interest rate of outstanding long-term obligations as of September 30, 2008
and March 31, 2008 was 9.9% and 10.5%, respectively.
13
Note 7 Stockholders Equity
Stock Price Guarantees
In July 2007, the Company acquired 100% of the membership interest of JASCORP, LLC (JASCORP). As
partial consideration, the Company issued 1,814,883 shares of common stock. The Company guaranteed
the share price of $0.99 per share at the one-year anniversary date of the acquisition. In July
2008, the Company issued 1,512,403 shares of common stock to the former owner of JASCORP in order
to satisfy the guaranteed stock price obligation.
In September 2007 and simultaneous with the Companys sale of its Florida and Colorado home health
equipment businesses, the Company released 1,068,140 shares of common stock to the former owners of
Alliance Oxygen & Medical Equipment, Inc. (Alliance), an entity acquired by the Company in July
2006. The release of the shares was consistent with the terms of an Escrow Release Agreement
entered into on July 19, 2007. In the agreement, the Company guaranteed the share price of $0.70
per share. In October 2008, the Company issued 1,804,491 shares of common stock to the former
owners of Alliance in order to satisfy the guaranteed stock price obligation.
Subsequent to the issuance of the shares of common stock to Alliance in October, the Company has
satisfied all of its guaranteed stock price obligations.
Warrants
The following table represents warrants outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
March 31, |
Description |
|
Exercise Price |
|
Granted |
|
Expiration |
|
2008 |
|
2008 |
|
Class A |
|
$ |
0.50 |
|
|
May 2004 |
|
May 2011 |
|
|
5,749,036 |
|
|
|
5,749,036 |
|
Class B-1 |
|
$ |
0.001 |
|
|
September 2005 |
|
September 2009 |
|
|
8,990,277 |
|
|
|
8,990,277 |
|
Class B-2 |
|
$ |
1.20 |
|
|
September 2005 |
|
May 2014 |
|
|
3,111,111 |
|
|
|
3,111,111 |
|
Class B-2 |
|
$ |
2.25 |
|
|
September 2005 |
|
September 2009 |
|
|
1,599,999 |
|
|
|
1,599,999 |
|
May 2007 Private Placement |
|
$ |
1.75 |
|
|
May 2007 |
|
May 2014 |
|
|
2,754,726 |
|
|
|
2,754,726 |
|
ABDC issuance |
|
$ |
0.75 |
|
|
June 2008 |
|
June 2015 |
|
|
490,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Warrants Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,695,149 |
|
|
|
22,205,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The outstanding warrants have no voting rights and provide the holder with the right to convert one
warrant for one share of the Companys common stock at the stated exercise price. The majority of
the outstanding warrants have a cashless exercise feature.
No warrants were exercised during either of the six-month periods ended September 30, 2008 and
2007.
Note 8 Contingencies
As a health care provider, the Company is subject to extensive federal and state government
regulation, including numerous laws directed at preventing fraud and abuse and laws regulating
reimbursement under various government programs. The marketing, billing, documenting and other
practices of health care companies are all subject to government scrutiny. To ensure compliance
with Medicare and other regulations, audits may be conducted, with requests for patient records and
other documents to support claims submitted for payment of services rendered to customers,
beneficiaries of the government programs. Violations of federal and state regulations can result in
severe criminal, civil and administrative penalties and sanctions, including disqualification from
Medicare and other reimbursement programs.
The Company is subject to various legal proceedings and claims which arise in the ordinary course
of business. The Company does not believe that the resolution of such actions will materially
affect the Companys business, results of operations or financial condition.
Note 9 Stock-Based Compensation
On August 18, 2006, the Board of Directors unanimously approved the Arcadia Resources, Inc. 2006
Equity Incentive Plan (the 2006 Plan), which was subsequently approved by the stockholders on
September 26, 2006. The 2006 Plan provides for grants of incentive stock options, non-qualified
stock options, stock appreciation rights and restricted shares (collectively Awards). The 2006
Plan will terminate and no more Awards will be granted after August 2, 2016, unless terminated by
the Board of Directors sooner. The termination of the 2006 Plan will not affect previously granted
Awards. The total number of shares of common stock that may be issued pursuant to Awards under the
2006 Plan may not exceed an aggregate of 2.5% of the Companys authorized and unissued shares of
common stock as of the
14
date the Plan was approved by the shareholders or 5,000,000 shares. All
non-employee directors, executive officers and employees of the Company and its subsidiaries are
eligible to receive Awards under the 2006 Plan. As of September 30, 2008, 633,447 shares were
available for grant under the 2006 Plan.
Stock Options
Prior to the adoption of the 2006 Plan, stock options were granted to certain members of management
and the Board of Directors. The terms of these options varied depending on the nature and timing
of the grant. The maximum contractual term for the options granted to date is seven years.
The fair value of each stock option award is estimated on the date of the grant using a
Black-Scholes option valuation model that uses the assumptions noted in the following table. The
Company estimated the expected term of outstanding stock options by taking the average of the
vesting term and the contractual term of the option, as illustrated in SAB 107. The Company
currently uses the simplified method to estimate the expected term for employee stock option
grants as adequate historical experience is not available to provide a reasonable estimate. The
Company estimated the volatility of its common stock by using historical stock price volatility.
The Company based the risk-free interest rate that it uses in the option pricing model on U.S.
Treasury constant maturity issues having remaining terms similar to the expected terms of the
options. The Company does not anticipate paying any cash dividends in the foreseeable future and
therefore used an expected dividend yield of zero in the option pricing model. All share-based
payment awards are amortized on a straight-line basis over the requisite service periods, which is
generally the vesting period.
Following are the specific valuation assumptions used for each respective period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-Month Period Ended |
|
Six-Month period Ended |
|
|
September 30, |
|
September 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
|
|
|
|
Weighted-average expected volatility |
|
|
N/A |
|
|
|
64 |
% |
|
|
74 |
% |
|
|
64 |
% |
Expected dividend yields |
|
|
N/A |
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Expected terms (in years) |
|
|
N/A |
|
|
|
7 |
|
|
|
4 |
|
|
|
7 |
|
Risk-free interest rate |
|
|
N/A |
|
|
|
4.67 |
% |
|
|
3.23 |
% |
|
|
4.67 |
% |
Stock option activity for the six-month period ended September 30, 2008 is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
Weighted- |
|
Average |
|
Aggregate |
|
|
|
|
|
|
Average |
|
Remaining |
|
Intrinsic |
|
|
|
|
|
|
Exercise |
|
Contractual |
|
Value |
Options |
|
Shares |
|
Price |
|
Term (Years) |
|
(thousands) |
|
Outstanding at April 1, 2008 |
|
|
1,872,989 |
|
|
$ |
1.09 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,737,467 |
|
|
|
0.72 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(384,250 |
) |
|
|
1.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2008 |
|
|
3,226,206 |
|
|
$ |
0.85 |
|
|
|
5.6 |
|
|
|
|
|
|
|
|
Exercisable at September 30, 2008 |
|
|
2,266,397 |
|
|
$ |
0.91 |
|
|
|
5.2 |
|
|
|
|
|
|
|
|
15
The following table summarizes information about stock options outstanding at September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Remaining |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Number |
|
|
Contractual |
|
|
Exercise |
|
|
Number |
|
|
Exercise |
|
Range of Exercise Prices |
|
Outstanding |
|
|
Life |
|
|
Price |
|
|
Exercisable |
|
|
Price |
|
|
|
|
$0.25 |
|
|
500,000 |
|
|
5.4 years |
|
$ |
0.25 |
|
|
|
500,000 |
|
|
$ |
0.25 |
|
$0.26 - $1.00 |
|
|
1,957,626 |
|
|
6.4 years |
|
$ |
0.73 |
|
|
|
997,817 |
|
|
$ |
0.73 |
|
$1.01 - $1.50 |
|
|
650,967 |
|
|
4.4 years |
|
$ |
1.37 |
|
|
|
650,967 |
|
|
$ |
1.37 |
|
$1.51 - $2.25 |
|
|
43,000 |
|
|
4.6 years |
|
$ |
2.22 |
|
|
|
43,000 |
|
|
$ |
2.22 |
|
$2.92 |
|
|
74,613 |
|
|
4.8 years |
|
$ |
2.92 |
|
|
|
74,613 |
|
|
$ |
2.92 |
|
|
|
|
Outstanding
at September 30, 2008 |
|
|
3,226,206 |
|
|
|
|
|
|
$ |
1.09 |
|
|
|
2,266,397 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of options granted during the six-month periods ended
September 30, 2008 and 2007 was $0.85 and $0.92, respectively.
No stock options were exercised during either of the six-month periods ended September 30, 2008 and
2007.
The Company recognized $222,000 and $739,000 in stock-based compensation expense relating to stock
options during the three-month periods ended September 30, 2008 and 2007, respectively, and
$428,000 and $767,000 in stock-based compensation expense relating to stock options during the
six-month periods ended September 30, 2008 and 2007, respectively.
As of September 30, 2008, total unrecognized stock-based compensation expense related to stock
options was $409,000, which is expected to be expensed through June 2011.
Restricted Stock Arcadia Resources, Inc.
Restricted stock is measured at fair value on the date of the grant, based on the number of shares
granted and the quoted price of the Companys common stock. The value is recognized as compensation
expense ratably over the corresponding employees specified service period. Restricted stock vests
upon the employees fulfillment of specified performance and service-based conditions.
The following table summarizes the activity for restricted stock awards during the six-month period
ended September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
|
Fair Value |
|
|
|
Shares |
|
|
per Share |
|
|
|
|
Unvested at April 1, 2008 |
|
|
961,801 |
|
|
$ |
1.47 |
|
Granted |
|
|
31,750 |
|
|
|
0.60 |
|
Vested |
|
|
(205,959 |
) |
|
|
1.54 |
|
Forfeited |
|
|
(18,250 |
) |
|
|
1.79 |
|
|
|
|
Unvested at September 30, 2008 |
|
|
769,342 |
|
|
$ |
1.39 |
|
|
|
|
During the three-month periods ended September 30, 2008 and 2007, the Company recognized $117,000
and $669,000, respectively, of stock-based compensation expense from continuing operations related
to restricted stock. During the six-month periods ended September 30, 2008 and 2007, the Company
recognized $245,000 and $1.3 million, respectively, of stock-based compensation expense from
continuing operations related to restricted stock.
During the six-month periods ended September 30, 2008 and 2007, the total fair value of restricted
stock vested was $318,000 and $2.1 million, respectively.
16
As of September 30, 2008, total unrecognized stock-based compensation expense related to unvested
restricted stock awards was $1.0 million, which is expected to be expensed over a weighted-average
period of 2.4 years.
Note 10 Income Taxes
The Company incurred state and local tax expense of $198,000 and $7,000 during the three-month
periods ended September 30, 2008 and 2007, respectively, and $394,000 and $23,000 during the
six-month periods ended September 30, 2008 and 2007, respectively.
SFAS No. 109 requires that a valuation allowance be established when it is more likely than not
that all or a portion of deferred income tax assets will not be realized. A review of all available
positive and negative evidence needs to be considered, including a companys performance, the
market environment in which the company operates, the length of carryback and carryforward periods,
and expectation of future profits. SFAS No. 109 further states that forming a conclusion that a
valuation allowance is not needed is difficult
when there is negative evidence such as the cumulative losses in recent years. Therefore,
cumulative losses weigh heavily in the overall assessment. The Company will provide a full
valuation allowance on future tax benefits until it can sustain a level of profitability that
demonstrates its ability to utilize the assets, or other significant positive evidence arises that
suggests the Companys ability to utilize such assets.
Effective April 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty in Income Taxes.
Upon adoption and the conclusion of the initial evaluation of the Companys uncertain tax positions
(UTPs) under FIN 48, no adjustments were recorded in the accounts. Consistent with past
practice, the Company recognizes interest and penalties related to unrecognized tax benefits
through interest and operating expenses, respectively. No amounts were accrued as of September 30,
2008. There was no 2009 activity related to unrecognized tax benefits. In the major jurisdictions
in which the Company operates, which includes the United States and various individual states
therein, returns for various tax years from 2003 forward remain subject to audit. The Company is
not currently under examination for federal or state income tax purposes. The Company does not
expect a significant increase or decrease in unrecognized tax benefits during the next 12 months.
In July 2007, the State of Michigan enacted a substantial change to its corporate tax structure
effective January 1, 2008. The tax law change eliminated of the Single Business Tax (SBT) and
created an income tax and a modified gross receipts tax. Previous to this change, the expense
related to the SBT was primarily a tax on compensation. The cost of revenues for the Services
segment is primarily compensation and, as such, the SBT expense was previously included in the cost
of revenues. Effective January 1, 2008, the expenses associated with the new Michigan Business Tax
were recorded in the Income Tax line item due to its primary taxation on income as opposed to
compensation. Management does not anticipate that these new laws will have a material impact on
the Company in future periods.
Note 11 Related Party Transactions
On September 30, 2008, the Company had an outstanding balance of $11,942,000 related to an Amended
and Restated Promissory Note and $5,254,000 outstanding on a line of credit agreement, both of
which were with JANA dated March 31, 2008. Prior to the Amended and Restated Promissory Note dated
March 31, 2008, the Company had a note payable with JANA dated June 25, 2007 for $17.0 million.
JANA held greater than 10% of the outstanding shares of Company common stock on September 30, 2008.
The Company incurred interest expense relating to the debt in the amounts of $423,000 and $558,000
during the three-month periods ended September 30, 2008 and 2007, respectively, and $831,000 and
$1.3 million during the six-month periods ended September 30, 2008 and 2007, respectively. See
Notes 5 and 6 above for additional information pertaining to the balances of these debt
instruments.
PrairieStone has a line of credit agreement with a former owner of PrairieStone that was issued
shares of the Companys common stock as part of the purchase price consideration. At September 30,
2008, the outstanding balance of the line of credit was $2,350,000. The former owner held
approximately 1% of the outstanding shares of Companys common stock on September 30, 2008. The
Company incurred interest expense relating to this line of credit of $61,000 and $63,000 during the
three-month periods ended September 30, 2008 and 2007, respectively, and $110,000 and $126,000
during the six-month periods ended September 30, 2008 and 2007, respectively. As noted in Form
10-Q filed with SEC for the period ended June 30, 2008, $248,000 was recognized as Other expense
during the three-month period ended September 30, 2008 due to the modification of the line of
credit agreement for the value of the warrants issued to ABDC on June 5, 2008.
17
One of the members of the Board of Directors of the Company has minority ownership interests in
each of Lunds, Inc. and LFHI Rx, LLC and serves as the Chairman and CEO of Lunds, Inc. These two
entities held an ownership interest in PrairieStone prior to its acquisition by the Company. Lunds,
Inc. and LFHI Rx, LLC received 2,400,000 shares of Company common stock at the closing of the
transaction and an additional 47,437 shares in February 2008 due to a stock price guarantee
provision relating to the acquisition. Immediately prior to Companys acquisition of PrairieStone,
PrairieStone closed on the sale of the assets of fifteen retail pharmacies located within grocery
stores owned and operated by Lunds, Inc. and Byerlys, Inc. to Lunds, Inc., which transaction
included execution of a five-year Management Services Agreement and a five-year Licensed Services
Agreement between Lunds, Inc. and PrairieStone. Under the terms of the Management Services
Agreement, PrairieStone will provide such services that are appropriate for the day-to-day
management of the pharmacies. In conjunction with these two agreements, the Company recognized
$35,000 and $183,000 in revenue during the three-month periods ended September 30, 2008 and 2007,
respectively, and $69,000 and $365,000 in revenue during the six-month periods ended September 30,
2008 and 2007, respectively. The Asset Purchase Agreement with Lunds includes a post-closing risk-share clause whereby PrairieStone will pay Lunds 50% of the first two years losses,
if any, up to a cumulative total loss of $914,000. $457,000 was accrued during the fiscal year 2007
and is due in February 2009.
Another member of the Board of Directors of the Company is the Director of Private Equity of CMS
Companies. Entities affiliated with CMS Companies purchased 4,201,681 shares of the Companys
common stock for $5,000,000 as part of the May 2007 private placement. In addition, these entities
received 1,050,420 warrants to purchase shares of common stock at $1.75 per share for a period of
seven years.
On September 24, 2007, the Company hired an Executive Vice President of Operations. This
individual has a beneficial ownership interest in an affiliated agency and thereby has an interest
in the affiliates transactions with the Company, including the payments of commissions to the
affiliate based on a specified percentage of gross margin. The affiliate is responsible to pay its
selling, general and administrative expenses. Commissions totaled $348,000 and $390,000 for the
three-month periods ended September 30, 2008 and 2007, respectively, and $722,000 and $846,000 for
the six-month periods ended September 30, 2008 and 2007, respectively. In addition, the Company
has an agreement with this affiliate, which is terminable under certain circumstances, to purchase
the business under certain events, but in no event later than 2011.
Note 12 Segment Information
The Company reports net revenue from continuing operations and operating income/(loss) from
continuing operations by reportable segment. Reportable segments are components of the Company for
which separate financial information is available that is evaluated on a regular basis by the chief
operating decision maker in deciding how to allocate resources and in assessing performance.
The Company operates three segments: Services, HHE and Pharmacy. Segments include operations
engaged in similar lines of business and in some cases, may utilize common back office support
services. Prior period segment information has been reclassified in order to conform to the current
year presentation.
The Services segment is a national provider of home care services, including skilled and personal
care; medical staffing services (per diem and travel nursing) to numerous types of acute care and
sub-acute care medical facilities; and light industrial, clerical and technical staffing services.
The HHE segment markets, rents and sells respiratory and medical equipment throughout the United
States. Products and services include oxygen concentrators and other respiratory therapy products,
home medical equipment, continuous positive airway pressure equipment (CPAP) for patients with
sleep disorders and inhalation drugs. In addition, this segment includes a home-health oriented
mail-order catalog and related website.
The Pharmacy segment operates a mail order pharmacy, which offers a full line of services and
products including the dispensing of pills and other medications, multi-dose strip medication
packages, respiratory supplies and medications, diabetic care management, drug interaction
monitoring, and special assisted living medication packaging. The Pharmacy segment also provides
comprehensive pharmacy management services including oversight, marketing support, third party
systems interfaces, pharmacy setup and billing and dispensing software for pharmacies across the
United States.
18
The accounting policies of each of the reportable segments are the same as those described in the
Summary of Significant Accounting Policies. Management evaluates performance based on profit or
loss from operations, excluding corporate, general and administrative expenses, as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-Month Period Ended |
|
Six-Month Period |
|
|
September 30, |
|
September 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
|
|
Revenue, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
29,645 |
|
|
$ |
31,164 |
|
|
$ |
59,870 |
|
|
$ |
62,378 |
|
Home Health Equipment |
|
|
5,536 |
|
|
|
5,082 |
|
|
|
11,034 |
|
|
|
10,426 |
|
Pharmacy |
|
|
1,742 |
|
|
|
1,738 |
|
|
|
3,404 |
|
|
|
3,189 |
|
|
|
|
Total revenue |
|
|
36,923 |
|
|
|
37,984 |
|
|
|
74,308 |
|
|
|
75,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
1,528 |
|
|
$ |
844 |
|
|
$ |
3,107 |
|
|
$ |
1,912 |
|
Home Health Equipment |
|
|
115 |
|
|
|
(1,006 |
) |
|
|
315 |
|
|
|
(1,689 |
) |
Pharmacy |
|
|
(1,033 |
) |
|
|
(336 |
) |
|
|
(1,831 |
) |
|
|
(627 |
) |
Unallocated corporate overhead |
|
|
(2,549 |
) |
|
|
(2,788 |
) |
|
|
(5,405 |
) |
|
|
(5,366 |
) |
|
|
|
Total operating loss |
|
|
(1,939 |
) |
|
|
(3,286 |
) |
|
|
(3,814 |
) |
|
|
(5,770 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
1,054 |
|
|
|
949 |
|
|
|
2,010 |
|
|
|
2,108 |
|
Other |
|
|
44 |
|
|
|
14 |
|
|
|
303 |
|
|
|
14 |
|
|
|
|
Net loss before income tax expense |
|
|
(3,037 |
) |
|
|
(4,249 |
) |
|
|
(6,127 |
) |
|
|
(7,892 |
) |
Income tax expense |
|
|
198 |
|
|
|
7 |
|
|
|
394 |
|
|
|
23 |
|
|
|
|
Net loss from continuing operations |
|
$ |
(3,235 |
) |
|
$ |
(4,256 |
) |
|
$ |
(6,521 |
) |
|
$ |
(7,915 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (continuing
operations): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
282 |
|
|
$ |
307 |
|
|
$ |
568 |
|
|
$ |
640 |
|
Home Health Equipment cost of revenue |
|
|
719 |
|
|
|
584 |
|
|
|
1,430 |
|
|
|
1,190 |
|
Home Health Equipment operating expense |
|
|
415 |
|
|
|
356 |
|
|
|
690 |
|
|
|
689 |
|
Pharmacy |
|
|
272 |
|
|
|
37 |
|
|
|
434 |
|
|
|
140 |
|
Corporate |
|
|
84 |
|
|
|
236 |
|
|
|
118 |
|
|
|
315 |
|
|
|
|
Total depreciation and amortization |
|
$ |
1,772 |
|
|
$ |
1,520 |
|
|
$ |
3,240 |
|
|
$ |
2,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
2008 |
|
2007 |
|
|
|
Capital expenditures: |
|
|
|
|
|
|
|
|
Services |
|
$ |
66 |
|
|
$ |
44 |
|
Home Health Equipment |
|
|
85 |
|
|
|
440 |
|
Pharmacy |
|
|
196 |
|
|
|
7 |
|
Care Clinics, Inc. (discontinued in fiscal year 2008) |
|
|
|
|
|
|
557 |
|
Corporate |
|
|
115 |
|
|
|
31 |
|
|
|
|
Total assets |
|
$ |
462 |
|
|
$ |
1,079 |
|
|
|
|
|
|
|
September 30, 2008 |
|
March 31, 2008 |
|
|
|
Assets: |
|
|
|
|
|
|
|
|
Services |
|
$ |
48,953 |
|
|
$ |
48,383 |
|
Home Health Equipment |
|
|
12,962 |
|
|
|
16,219 |
|
Pharmacy |
|
|
29,481 |
|
|
|
29,867 |
|
Unallocated corporate assets |
|
|
2,958 |
|
|
|
4,946 |
|
|
|
|
Total assets |
|
$ |
94,354 |
|
|
$ |
99,415 |
|
|
|
|
19
ITEM 2. Managements Discussion And Analysis Of Financial Condition And Results Of Operations
The following discussion and analysis provides information we believe is relevant to an assessment
and understanding of our results of operations and financial condition for the three and six-month
periods ended September 30, 2008. This discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto included herein, the consolidated financial
statements and notes and the related Managements Discussion and Analysis of Financial Condition
and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, 2008 and
Form 10-Q for the period ended June 30, 2008 filed with the SEC on June 16, 2008 and August 11,
2008, respectively, which are incorporated herein by this reference.
Cautionary Statement Concerning Forward-Looking Statements
The MD&A should be read in conjunction with the other sections of this report on Form 10-Q,
including the consolidated financial statements and notes thereto beginning on page 2 of this
Report. Historical results set forth in the financial statements beginning on page 2 and this
section should not be taken as indicative of our future operations.
We caution you that statements contained in this report (including our documents incorporated
herein by reference) include forward-looking statements. The Company claims all safe harbor and
other legal protections provided to it by law for all of its forward-looking statements.
Forward-looking statements involve known and unknown risks, assumptions, uncertainties and other
factors about our Company, which could cause actual financial or operating results, performances or
achievements expressed or implied by such forward-looking statements not to occur or be realized.
Such forward-looking statements generally are based on our reasonable estimates of future results,
performances or achievements, predicated upon current conditions and the most recent results of the
companies involved and their respective industries. Forward-looking statements are also based on
economic and market factors and the industry in which we do business, among other things.
Forward-looking statements are not guaranties of future performance. Forward-looking statements may
be identified by the use of forward-looking terminology such as may, can, will, could,
should, project, expect, plan, predict, believe, estimate, aim, anticipate,
intend, continue, potential, opportunity or similar terms, variations of those terms or the
negative of those terms or other variations of those terms or comparable words or expressions.
Unless otherwise provided, Arcadia, we, us, our, and the Company refer to Arcadia
Resources, Inc. and its wholly-owned subsidiaries.
Actual events and results may differ materially from those expressed or forecasted in
forward-looking statements due to a number of factors. Important factors that could cause actual
results to differ materially include, but are not limited to (1) our ability to compete with our
competitors; (2) our ability to obtain additional debt or equity financing, if necessary, and/or to
restructure existing indebtedness, which may be difficult due to our history of operating losses
and negative cash flows; (3) the ability of our affiliated agencies to effectively market and sell
our services and products; (4) our ability to procure product inventory for resale; (5) our ability
to recruit and retain temporary workers for placement with our customers; (6) the timely collection
of our accounts receivable; (7) our ability to attract and retain key management employees; (8) our
ability to timely develop new services and products and enhance existing services and products; (9)
our ability to execute and implement our growth strategy; (10) the impact of governmental
regulations; (11) marketing risks; (12) our ability to adapt to economic, political and regulatory
conditions affecting the health care industry; (13) our ability to successfully integrate
acquisitions; (14) the ability of our management team to successfully pursue our business plan;
(15) other unforeseen events that may impact our business; and (16) the risks, uncertainties and
other factors described in Part II, Item 1A of this Report which are incorporated herein by this
reference.
Overview
Arcadia Resources, Inc., a Nevada corporation, together with its wholly-owned subsidiaries (the
Company), is a national provider of home health services and products, medical and non-medical
staffing services and specialty pharmacy products and services operating under the service mark
Arcadia HealthCare. The Company operates in two complementary business groups: Home Health
Care/Staffing and Pharmacy/Medication Management. These two business groups operate in three
reportable business segments: In-Home Health Care Services and Staffing (Services), Home Health
Equipment (HHE) and Pharmacy. Within the health care markets, the Company has a broad business
mix and receives payment from a diverse group of payment sources.
20
The Companys corporate headquarters are located in Indianapolis, Indiana. The Company conducts
its business from 98 facilities located in 21 states. The Company operates pharmacies in Indiana,
Kentucky and Minnesota and has customer service centers in Michigan and Indiana.
Critical Accounting Policies
See Part II, Item 7 Critical Accounting Policies, our consolidated financial statements and
related notes in Part IV, Item 15 of our Annual Report on Form 10-K for the year ended March 31,
2008 filed with the SEC on June 16, 2008 and Part I, Item 2 Managements Discussion and Analysis
of Financial Condition and Results of Operations of our 10-Q for the period ended June 30, 2008
filed with the SEC on August 11, 2008 for accounting policies and related estimates we believe are
the most critical to understanding our condensed consolidated financial statements, financial
condition and results of operations and which require complex management judgment and assumptions,
or involve uncertainties.
Three-Month Period Ended September 30, 2008 Compared to the Three-Month Period Ended September 30,
2007
Results of Continuing Operations, (in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three-Month Period |
|
|
Ended September 30, |
|
|
2008 |
|
2007 |
|
|
|
Revenues, net |
|
$ |
36,923 |
|
|
$ |
37,984 |
|
Cost of revenues |
|
|
23,938 |
|
|
|
25,992 |
|
|
|
|
Gross profit |
|
|
12,985 |
|
|
|
11,992 |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
13,871 |
|
|
|
14,342 |
|
Depreciation and amortization |
|
|
1,053 |
|
|
|
936 |
|
|
|
|
Total operating expenses |
|
|
14,924 |
|
|
|
15,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,939 |
) |
|
|
(3,286 |
) |
Other expenses |
|
|
1,098 |
|
|
|
963 |
|
|
|
|
Net loss before income tax expense |
|
|
(3,037 |
) |
|
|
(4,249 |
) |
Income tax expense |
|
|
198 |
|
|
|
7 |
|
|
|
|
Net loss from continuing operations |
|
$ |
(3,235 |
) |
|
$ |
(4,256 |
) |
|
|
|
Weighted average number of shares basic
and diluted |
|
|
133,019,000 |
|
|
|
123,456,000 |
|
Net loss
from continuing operations per share
basic and diluted |
|
$ |
(0.02 |
) |
|
$ |
(0.03 |
) |
|
|
|
21
Revenues, Cost of Revenues and Gross Profits
The following summarizes revenues, cost of revenues and gross profits by segment for the
three-month periods ended September 30, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
% of Total |
|
|
$ Increase/ |
|
|
Increase/ |
|
|
|
2008 |
|
|
Revenue |
|
|
2007 |
|
|
Revenue |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
|
|
|
|
Revenues, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
29,645 |
|
|
|
80.3 |
% |
|
$ |
31,164 |
|
|
|
82.0 |
% |
|
$ |
(1,519 |
) |
|
|
-4.9 |
% |
Home Health Equipment |
|
|
5,536 |
|
|
|
15.0 |
% |
|
|
5,082 |
|
|
|
13.4 |
% |
|
|
454 |
|
|
|
8.9 |
% |
Pharmacy |
|
|
1,742 |
|
|
|
4.7 |
% |
|
|
1,738 |
|
|
|
4.6 |
% |
|
|
4 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
36,923 |
|
|
|
100.0 |
% |
|
|
37,984 |
|
|
|
100.0 |
% |
|
|
(1,061 |
) |
|
|
-2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
20,954 |
|
|
|
|
|
|
$ |
23,063 |
|
|
|
|
|
|
$ |
(2,109 |
) |
|
|
-9.1 |
% |
Home Health Equipment |
|
|
1,868 |
|
|
|
|
|
|
|
1,801 |
|
|
|
|
|
|
|
67 |
|
|
|
3.7 |
% |
Pharmacy |
|
|
1,116 |
|
|
|
|
|
|
|
1,128 |
|
|
|
|
|
|
|
(12 |
) |
|
|
-1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,938 |
|
|
|
|
|
|
|
25,992 |
|
|
|
|
|
|
|
(2,054 |
) |
|
|
-7.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin % |
|
|
|
|
|
Margin % |
|
|
|
|
|
|
|
|
Gross margins: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
8,691 |
|
|
|
29.3 |
% |
|
|
8,101 |
|
|
|
26.0 |
% |
|
|
590 |
|
|
|
7.3 |
% |
Home Health Equipment |
|
|
3,668 |
|
|
|
66.3 |
% |
|
|
3,281 |
|
|
|
64.6 |
% |
|
|
387 |
|
|
|
11.8 |
% |
Pharmacy |
|
|
626 |
|
|
|
35.9 |
% |
|
|
610 |
|
|
|
35.1 |
% |
|
|
16 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
$ |
12,985 |
|
|
|
35.2 |
% |
|
$ |
11,992 |
|
|
|
31.6 |
% |
|
$ |
993 |
|
|
|
8.3 |
% |
|
|
|
|
|
|
|
The Services segment remains the largest source of revenue for the Company. Total revenue in the
Services segment during the second quarter of fiscal 2009 was $29.6 million, a 4.9% decline from
the same period of the prior year. Home care, medical staffing and industrial staffing revenues
represented 52.2%, 29.2% and 18.6%, respectively, of Services revenues during the quarter, compared
with 43.1%, 33.9% and 23.0%, respectively, for the second quarter of fiscal 2008.
The Company continues to generate higher sales from its home care business. During the second
quarter of fiscal 2009, home care revenues increased approximately 15% over the same period a year
ago. Approximately 5% of this increase was attributable to an acquisition of a home care company
in April 2008. The remainder represents organic growth in several of the Companys main geographic
markets. The increase in sales included growth in government programs served, as well as private
pay and insurance clients.
The growth in home care revenues was more than offset by significant year-over-year declines in
revenue in the medical staffing and industrial staffing markets, which declined by approximately
18% and 23%, respectively, as compared with the prior year. Demand for per diem medical and travel
nurse staffing services is at lower levels than the same period a year ago, with patient censuses
down in many of the markets and facilities serviced by the Companys offices. Economic conditions
have also caused part-time staff in these facilities to increase work hours and full-time staff to
accept more overtime hours, thus reducing the demand for temporary staffing. Industrial staffing
has declined significantly due to economic conditions in Michigan, the Companys primary industrial
staffing market, offset by growth in the new Mid-Atlantic region now being served by the Company.
One customer accounted for a decrease in the industrial staffing revenue of approximately $1.9
million during the second quarter compared with the prior year.
Gross margins in the Services segment increased from 26.0% in the second quarter of fiscal 2008 to
29.3% in the current period. The cost of revenues in this segment primarily consists of employee
costs, including wages, taxes, fringe benefits and workers compensation expense. The
year-over-year improvement in gross margins was driven primarily by two factors. The first was a
reduction in workers compensation expense, reflecting the success of the Companys on-going
efforts to control and reduce these costs through improved training, timelier reporting and
investigation of claims, and reduced administrative costs. The second factor was the increased mix
of home care revenue as a percentage of sales, with margins in this market being significantly
higher than gross margins in the medical staffing and industrial staffing.
22
The increase in HHE net sales revenue of $454,000 for the three-month period ended September 30,
2008 compared to the same period a year ago reflects a reduction in the level of contractual
adjustments made to gross sales versus the second quarter of fiscal 2008. Management has reviewed
historical adjustments, including those related to the fiscal year 2007 Medicare provider number
deactivation issues, and has updated its model for classifying both contractual adjustments and bad
debt provisions based on a detailed analysis of the HHE segments recent billing and collection
history.
The costs of revenue in the HHE segment are largely the costs of products that are rented, leased
or sold to HHE customers and the costs of supplies and some patient services. Costs of revenue
include the depreciation expense for patient rental equipment, as described further in the
Depreciation and Amortization section that follows.
Recent changes in reimbursement levels under the Medicare program will result in a 9.5% reduction
in reimbursement on certain products commencing January 1, 2009. In addition, Medicare has capped
the period of time that a provider may be reimbursed for providing oxygen concentrator rental
equipment to customers, effective January 1, 2009. Providers will be able to continue to bill
these customers for portable oxygen products and will also be permitted to bill for equipment
service and maintenance on terms and conditions prescribed by the Centers for Medicare & Medicaid
Services (CMS). As a result of these changes to the Medicare program, the Company anticipates a
reduction in net revenue and gross margins in
the HHE segment starting in the fourth quarter of fiscal 2009. The Company has initiated several
cost reduction measures to partially offset the impact of these changes.
The revenue in the Pharmacy segment remained relatively flat compared to the second quarter of
fiscal 2008. The Company has launched its DailyMed medication management program and is pursuing
opportunities with government entities, managed care organizations, assisted living and group home
facilities, existing home care and HHE customers and in direct-to-consumer initiatives. Indiana
Medicaid is in the process of enrolling approximately 70,000 lives into its Care Select program.
The Company is working with the Indiana Medicaid program and its managed care providers to identify
those Care Select enrollees who will benefit most from participation in the DailyMed program.
DailyMed revenue increased approximately 10% over the first quarter of fiscal 2009, and revenue
will increase as the Indiana Care Select program enrolls more lives.
The costs of revenue in the Pharmacy segment include the cost of medications sold to clients and
packaging costs for the DailyMed proprietary dispensing system. Costs of revenue also include
switching services and other costs associated with the Companys pharmacy software management
products.
Selling, General and Administrative
The following summarizes selling, general and administrative expenses by segment for the
three-month periods ended September 30, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
|
|
|
% |
|
|
|
|
|
|
Total |
|
|
|
|
|
Total |
|
$ Increase/ |
|
Increase/ |
|
|
2008 |
|
SG&A |
|
2007 |
|
SG&A |
|
(Decrease) |
|
(Decrease) |
|
|
|
|
|
Services |
|
$ |
6,881 |
|
|
|
49.6 |
% |
|
$ |
6,950 |
|
|
|
48.5 |
% |
|
$ |
(69 |
) |
|
|
-1.0 |
% |
Home Health Equipment |
|
|
3,137 |
|
|
|
22.6 |
% |
|
|
3,916 |
|
|
|
27.3 |
% |
|
|
(779 |
) |
|
|
-19.9 |
% |
Pharmacy |
|
|
1,388 |
|
|
|
10.0 |
% |
|
|
737 |
|
|
|
5.1 |
% |
|
|
651 |
|
|
|
88.3 |
% |
Corporate |
|
|
2,465 |
|
|
|
17.8 |
% |
|
|
2,739 |
|
|
|
19.1 |
% |
|
|
(274 |
) |
|
|
-10.0 |
% |
|
|
|
|
|
|
|
$ |
13,871 |
|
|
|
100.0 |
% |
|
$ |
14,342 |
|
|
|
100.0 |
% |
|
$ |
(471 |
) |
|
|
-3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A as % of Net Revenues |
|
|
37.6 |
% |
|
|
|
|
|
|
37.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
The Services segment selling, general and administrative expense decreased primarily due to a
decrease in selling expenses, which include commissions paid to the affiliate agencies. These
commissions are based on the gross margins of the individual affiliates, and the decrease reflects
a decrease in revenues and gross margins for the three-month period ended September 30, 2008
compared to the same period for the prior year. In addition to the reduction in selling expenses,
the Services selling, general and administrative
23
expenses decreased due to a change in the
classification of certain functions in the Southfield, Michigan support office to Corporate as more
fully discussed below.
The decrease in the HHE segment selling, general and administrative expense was primarily due to
the closure of the Orlando, Florida administrative support office in November 2007. The Orlando
office housed the HHE accounting, IT and compliance functions. The Company consolidated these HHE
support functions with the Services support function located in Southfield, Michigan. This
consolidation resulted in decreased employee and location costs in the HHE segment.
The decreases in HHE selling, general and administrative expenses were partially offset by an
increase in bad debt expense. The Company updated its model for classifying contractual
adjustments and bad debt expense based on a detailed analysis of the HHE segments more recent
billing and collection history. This resulted in lower adjustments but an increase in the portion
classified as bad debt versus contractual adjustments compared to the prior year.
The increase in the Pharmacy segment selling, general and administrative expense highlights the
Companys investment in the infrastructure and additional employees that will be necessary to
support the anticipated growth in the Pharmacy segment during fiscal 2009.
The decrease in Corporate selling, general and administrative expense was due to the following:
|
|
|
During fiscal 2008, the Company hired an in-house legal counsel, and since this hiring,
the Companys legal fees have decreased significantly; and |
|
|
|
|
The reduction of equity compensation expense. During the three-month period ended
September 30, 2007, the Company recognized approximately $700,000 relating to the vesting
of certain stock options consistent with the former CEOs separation agreement executed in
July 2007. |
These decreases were partially offset by a change in the classification of certain employees who
were previously included in the Services segment to Corporate. Historically, employees in the
Southfield, Michigan location supported the Services segment almost exclusively. During fiscal
2008, the Company centralized many of its corporate functions in Southfield, Michigan, and these
employees now support the entire organization.
Depreciation and Amortization
The following summarizes depreciation and amortization expense from continuing operations for the
three-month periods ended September 30, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase/ |
|
% Increase/ |
|
|
2008 |
|
2007 |
|
(Decrease) |
|
(Decrease) |
|
|
|
Depreciation cost of revenues |
|
$ |
719 |
|
|
$ |
584 |
|
|
$ |
135 |
|
|
|
23.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property and equipment |
|
$ |
566 |
|
|
$ |
322 |
|
|
$ |
244 |
|
|
|
75.8 |
% |
Amortization of acquired intangible assets |
|
|
487 |
|
|
|
614 |
|
|
|
(127 |
) |
|
|
-20.7 |
% |
|
|
|
Depreciation and amortization operating expense |
|
$ |
1,053 |
|
|
$ |
936 |
|
|
$ |
117 |
|
|
|
12.5 |
% |
|
|
|
Depreciation expense included in cost of revenues increased compared to the prior year as a result
of an review of the net book value of inventory and HHE rental equipment assets during the current
quarter. Certain assets were written off and thus contributed to an increase depreciation expense
during the three-month period ended September 30, 2008 compared to the same period in the prior
year.
Depreciation and amortization of property and equipment increased slightly during the three-month
period ended September 30, 2008 compared to the prior year, primarily as a result of depreciation
of computer software equipment and leasehold improvements subsequent to the JASCORP acquisition.
Amortization of acquired intangible assets decreased 20.7%, primarily as a result of the completion
of certain intangible asset amortization during fiscal year 2009.
24
Interest Expense and Income
The following summarizes net interest expense for the three-month periods ended September 30, (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase/ |
|
% Increase/ |
|
|
2008 |
|
2007 |
|
(Decrease) |
|
(Decrease) |
|
|
|
Interest expense |
|
$ |
1,068 |
|
|
$ |
978 |
|
|
$ |
90 |
|
|
|
9.2 |
% |
Interest income |
|
|
(14 |
) |
|
|
(29 |
) |
|
|
(15 |
) |
|
|
-51.7 |
% |
|
|
|
|
|
$ |
1,054 |
|
|
$ |
949 |
|
|
$ |
105 |
|
|
|
11.1 |
% |
|
|
|
The average interest bearing liabilities balance (balance at the beginning of the period plus the
balance at the end of the period divided by two) for the three-month period ended September 30,
2008 was $36.9 million compared to $37.6 million for the same period in the prior year. The
decrease in interest expense related to the decrease in the average balance of total interest
bearing liabilities was offset by amortization of deferred financing costs and debt discount of
$246,000, which accounted for the slight increase in net interest expense compared the comparable
periods.
Income Taxes
Income tax expense was $198,000 for the three-month period ended September 30, 2008 compared to
$7,000 for the three-month period ended September 30, 2007, an increase of $191,000. The income
tax expense is primarily the result of state income tax liabilities of the subsidiary operating
companies. Additionally, the State of Michigan changed the method of taxation for businesses
effective January 1, 2008. Previous to this change, the expense related to the Single Business Tax
(SBT) was primarily a tax on compensation. The cost of revenues for the Services segment is
primarily compensation and, as such, the SBT expense was included in the cost of revenues.
Effective January 1, 2008, the expenses associated with the new Michigan Business Tax were recorded
in the Income Tax line item due to its primary taxation on income as opposed to compensation.
Loss from Discontinued Operations
As noted
in Note 3 to the Companys Consolidated Financial Statements under Item 1 of this Report,
the Company divested several entities beginning in the second quarter of fiscal 2008. As such, the
prior period consolidated statements of operations have been recast to conform to this
presentation. The loss from discontinued operations for the three-month and six-month periods
ended September 30, 2007 was $4.9 million and $8.7 million, respectively.
25
Six-Month Period Ended September 30, 2008 Compared to the Six-Month Period Ended September 30, 2007
Results of Continuing Operations, (in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
Six-Month Period |
|
|
Ended September 30, |
|
|
2008 |
|
2007 |
|
|
|
Revenues, net |
|
$ |
74,308 |
|
|
$ |
75,993 |
|
Cost of revenues |
|
|
48,399 |
|
|
|
51,900 |
|
|
|
|
Gross profit |
|
|
25,909 |
|
|
|
24,093 |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
27,913 |
|
|
|
28,079 |
|
Depreciation and amortization |
|
|
1,810 |
|
|
|
1,784 |
|
|
|
|
Total operating expenses |
|
|
29,723 |
|
|
|
29,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(3,814 |
) |
|
|
(5,770 |
) |
Other expenses |
|
|
2,313 |
|
|
|
2,122 |
|
|
|
|
Net loss before income tax expense |
|
|
(6,127 |
) |
|
|
(7,892 |
) |
Income tax expense |
|
|
394 |
|
|
|
23 |
|
|
|
|
Net loss from continuing operations |
|
$ |
(6,521 |
) |
|
$ |
(7,915 |
) |
|
|
|
Weighted average number of shares basic
and diluted |
|
|
132,357,000 |
|
|
|
119,250,000 |
|
Net loss
from continuing operations per share
basic and diluted |
|
$ |
(0.05 |
) |
|
$ |
(0.07 |
) |
|
|
|
Revenues, Cost of Revenues and Gross Profits
The following summarizes revenues, cost of revenues and gross profits by segment for the six-month
periods ended September 30, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
% of Total |
|
|
$ Increase/ |
|
|
Increase/ |
|
|
|
2008 |
|
|
Revenue |
|
|
2007 |
|
|
Revenue |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
|
|
|
|
Revenues, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
59,870 |
|
|
|
80.6 |
% |
|
$ |
62,378 |
|
|
|
82.1 |
% |
|
$ |
(2,508 |
) |
|
|
-4.0 |
% |
Home Health Equipment |
|
|
11,034 |
|
|
|
14.8 |
% |
|
|
10,426 |
|
|
|
13.7 |
% |
|
|
608 |
|
|
|
5.8 |
% |
Pharmacy |
|
|
3,404 |
|
|
|
4.6 |
% |
|
|
3,189 |
|
|
|
4.2 |
% |
|
|
215 |
|
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
74,308 |
|
|
|
100.0 |
% |
|
|
75,993 |
|
|
|
100.0 |
% |
|
|
(1,685 |
) |
|
|
-2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
$ |
42,549 |
|
|
|
|
|
|
$ |
45,857 |
|
|
|
|
|
|
$ |
(3,308 |
) |
|
|
-7.2 |
% |
Home Health Equipment |
|
|
3,708 |
|
|
|
|
|
|
|
3,703 |
|
|
|
|
|
|
|
5 |
|
|
|
0.1 |
% |
Pharmacy |
|
|
2,142 |
|
|
|
|
|
|
|
2,340 |
|
|
|
|
|
|
|
(198 |
) |
|
|
-8.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,399 |
|
|
|
|
|
|
|
51,900 |
|
|
|
|
|
|
|
(3,501 |
) |
|
|
-6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin % |
|
|
|
|
|
Margin % |
|
|
|
|
|
|
|
|
Gross margins: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
17,321 |
|
|
|
28.9 |
% |
|
|
16,521 |
|
|
|
26.5 |
% |
|
|
800 |
|
|
|
4.8 |
% |
Home Health Equipment |
|
|
7,326 |
|
|
|
66.4 |
% |
|
|
6,723 |
|
|
|
64.5 |
% |
|
|
603 |
|
|
|
9.0 |
% |
Pharmacy |
|
|
1,262 |
|
|
|
37.1 |
% |
|
|
849 |
|
|
|
26.6 |
% |
|
|
413 |
|
|
|
48.6 |
% |
|
|
|
|
|
|
|
|
|
$ |
25,909 |
|
|
|
34.9 |
% |
|
$ |
24,093 |
|
|
|
31.7 |
% |
|
$ |
1,816 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
|
The Services segment remains the largest source of revenue for the Company. Total revenue in the
Services segment during the first six months of fiscal 2009 was $59.9 million, a 4.0% decline from
the same period of the prior year. Home care, medical staffing and industrial staffing revenues
represented 50.8%, 29.9% and 19.3%, respectively, of Services revenues for the six-months ended
September 30, 2008, compared with 43.3%, 36.0% and 20.7%, respectively, for the same period last
year.
26
The Company continues to generate higher sales from its home care business. During the first six
months of fiscal 2009, home care revenues increased approximately 12% over the same period a year
ago. A majority of this increase represents organic growth in several of the Companys main
geographic markets. The increase in sales included growth in government programs served, as well
as private pay and insurance clients.
The growth in home care revenues was more than offset by significant year-over-year declines in
revenue in the medical staffing and industrial staffing markets, which declined by approximately
20% and 15%, respectively, as compared with the prior year. Demand for per diem medical and travel
nurse staffing services is at lower levels than the same period a year ago, with patient censuses
down in many of the markets and facilities serviced by the Companys offices. Economic conditions
have also caused part-time staff in these facilities to increase work hours, and full-time staff to
accept more overtime hours, thus reducing the demand for temporary staffing. Industrial staffing
has declined significantly due to economic conditions in Michigan, the Companys primary industrial
staffing market, offset by growth in the new Mid-Atlantic region now being served by the Company.
One customer accounted for a decrease in the industrial staffing revenue of approximately $3.0
million during the six month period ended September 30, 2008 compared with the prior year.
Gross margins in the Services segment increased from 26.5% in the first six months of fiscal 2008
to 28.9% in the same current period. The cost of revenues in this segment consists primarily of
employee costs, including wages, taxes, fringe benefits and workers compensation expense. The
year-over-year improvement in gross margins was driven primarily by two factors. The first was a
reduction in workers compensation expense, reflecting the success of the Companys on-going
efforts to control and reduce these costs through improved training, timelier reporting and
investigation of claims, and reduced administrative costs. The second factor was the increased mix
of home care revenue as a percentage of sales, with margins in this market being significantly
higher than gross margins in the medical staffing and industrial staffing.
The increase in HHE net sales revenue of $608,000 for the six-month period ended September 30, 2008
compared to the same period a year ago reflects a reduction in the level of contractual adjustments
made to gross sales versus the same period of fiscal 2008. Management has reviewed historical
adjustments, including those related to the fiscal year 2007 Medicare provider number deactivation
issues, and has updated its model for classifying both contractual adjustments and bad debt
provisions based on a detailed analysis of the HHE segments recent billing and collection history.
The costs of revenue in the HHE segment are largely the costs of products that are rented, leased
or sold to HHE customers and the costs of supplies and some patient services. Costs of revenue
include the depreciation expense for patient rental equipment, as described further in the
Depreciation and Amortization section below.
Recent changes in reimbursement levels under the Medicare program will result in a 9.5% reduction
in reimbursement on certain products commencing January 1, 2009. In addition, Medicare has capped
the period of time that a provider may be reimbursed for providing oxygen concentrator rental
equipment to
customers, effective January 1, 2009. Providers will be able to continue to bill these customers
for portable oxygen products and will also be permitted to bill for equipment service and
maintenance on terms and conditions prescribed by the Centers for Medicare & Medicaid Services
(CMS). As a result of these changes to the Medicare program, the Company anticipates a reduction
in net revenue and gross margins in the HHE segment starting in the fourth quarter of fiscal 2009.
The Company has initiated several cost reduction measures to partially offset the impact of these
changes.
The revenue in the Pharmacy segment remained relatively flat compared to the first six months of
fiscal 2008. The Company has launched its DailyMed medication management program and is pursuing
opportunities with government entities, managed care organizations, assisted living and group home
facilities, existing home care and HHE customers and in direct-to-consumer initiatives. The
Company is working with the Indiana Medicaid program and its managed care providers to identify
those Care Select enrollees who will benefit most from participation in the DailyMed program.
The costs of revenue in the Pharmacy segment include the cost of medications sold to clients and
packaging costs for the DailyMed proprietary dispensing system. Costs of revenue also include
switching services and other costs associated with the Companys pharmacy software management
products.
27
Selling, General and Administrative
The following summarizes selling, general and administrative expenses by segment for the six-month
periods ended September 30, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
|
|
|
% |
|
|
|
|
|
|
Total |
|
|
|
|
|
Total |
|
$ Increase/ |
|
Increase/ |
|
|
2008 |
|
SG&A |
|
2007 |
|
SG&A |
|
(Decrease) |
|
(Decrease) |
|
|
|
|
|
Services |
|
$ |
13,645 |
|
|
|
48.9 |
% |
|
$ |
13,968 |
|
|
|
49.7 |
% |
|
$ |
(323 |
) |
|
|
-2.3 |
% |
Home Health Equipment |
|
|
6,321 |
|
|
|
22.6 |
% |
|
|
7,725 |
|
|
|
27.5 |
% |
|
|
(1,404 |
) |
|
|
-18.2 |
% |
Pharmacy |
|
|
2,659 |
|
|
|
9.5 |
% |
|
|
1,331 |
|
|
|
4.7 |
% |
|
|
1,328 |
|
|
|
99.8 |
% |
Corporate |
|
|
5,288 |
|
|
|
18.9 |
% |
|
|
5,055 |
|
|
|
18.0 |
% |
|
|
233 |
|
|
|
4.6 |
% |
|
|
|
|
|
|
|
$ |
27,913 |
|
|
|
100.0 |
% |
|
$ |
28,079 |
|
|
|
100.0 |
% |
|
|
($166 |
) |
|
|
-0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A as % of Net Revenues |
|
|
37.6 |
% |
|
|
|
|
|
|
36.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
The Services segment selling, general and administrative expense decreased primarily due to a
decrease in selling expenses, which include commissions paid to the affiliate agencies. These
commissions are based on the gross margins of the individual affiliates, and the decrease reflects
a decrease in revenues and gross margins for the six-month period ended September 30, 2008 compared
to the same period for the prior year. In addition to the reduction in selling expenses, the
Services selling, general and administrative expenses decreased due to a change in classification
of certain functions in the Southfield, Michigan support office as more fully discussed below.
The decrease in the HHE segment selling, general and administrative expense was primarily due to
the closure of the Orlando, Florida administrative support office in November 2007. The Orlando
office housed the HHE accounting, IT and compliance functions. The Company consolidated these HHE
support functions with the Services support function located in Southfield, Michigan beginning in
the third quarter of fiscal 2008. This consolidation resulted in decreased employee and location
costs in the HHE segment.
The decreases in HHE selling, general and administrative expenses were partially offset by an
increase in bad debt expense. The Company updated its model for classifying contractual
adjustments and bad debt expense based on a detailed analysis of the HHE segments more recent
billing and collection history. This resulted in lower adjustments but an increase in the portion
classified as bad debt versus contractual adjustments compared to the prior year.
The increase in the Pharmacy segment selling, general and administrative expense was due to the
following:
|
|
|
A full six months of expenses subsequent to the JASCORP acquisition in July 2007; and |
|
|
|
|
The Companys investment in the infrastructure and additional employees that will be
necessary to support the anticipated growth in the Pharmacy segment during fiscal 2009. |
The increase in Corporate selling, general and administrative expense was due to the following:
|
|
|
A change in the classification of certain employees who were previously included in the
Services segment to Corporate. Historically, employees in the Southfield, Michigan
location supported the Services segment almost exclusively. During fiscal 2008, the
Company centralized many of its corporate functions in Southfield, Michigan, and these
employees now support the entire organization. Beginning in fiscal 2009, the Company
began to more accurately separate and record these corporate functions from the segment
specific functions; and |
|
|
|
|
Severance expense relating to two former executives. |
These increases were partially offset by the following:
|
|
|
In the third quarter of fiscal 2008, the Company hired an in-house legal counsel, and
since this hiring, the Companys legal fees have decreased significantly. Additionally,
audit fees and fees relating to Sarbanes-Oxley requirements decreased due to improved
efficiencies and general fee reduction efforts. |
28
|
|
|
The reduction of equity compensation expense. During the three-month period ended
September 30, 2007, the Company recognized approximately $700,000 relating to the vesting
of certain stock options consistent with the former CEOs separation agreement executed in
July 2007. |
Depreciation and Amortization
The following summarizes depreciation and amortization expense from continuing operations for the
six-month periods ended September 30, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase/ |
|
% Increase/ |
|
|
2008 |
|
2007 |
|
(Decrease) |
|
(Decrease) |
|
|
|
Depreciation cost of revenues |
|
$ |
1,430 |
|
|
$ |
1,190 |
|
|
$ |
240 |
|
|
|
20.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property and equipment |
|
$ |
867 |
|
|
$ |
596 |
|
|
$ |
271 |
|
|
|
45.5 |
% |
Amortization of acquired intangible assets |
|
|
943 |
|
|
|
1,188 |
|
|
|
(245 |
) |
|
|
-20.6 |
% |
|
|
|
Depreciation and amortization operating expense |
|
$ |
1,810 |
|
|
$ |
1,784 |
|
|
$ |
26 |
|
|
|
1.5 |
% |
|
|
|
Depreciation expense included in cost of revenues increased by 20.2% during the six-month period
ended September 30, 2008 compared to the prior year as a result of increased depreciation expense
due to an increase in HHE rental equipment purchases in recent quarters and certain inventory and
rental equipment written off due to these assets converts to sales to customers.
Depreciation and amortization of property and equipment increased slightly during the six-month
period ended September 30, 2008 compared to the prior year, primarily as a result of depreciation
of computer software equipment and leasehold improvements subsequent to the JASCORP acquisition.
Amortization of acquired intangible assets decreased 20.6%, primarily as a result of the completion
of certain intangible asset amortization during fiscal year 2009.
Interest Expense and Income
The following summarizes net interest expense for the six-month periods ended September 30, (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase/ |
|
% Increase/ |
|
|
2008 |
|
2007 |
|
(Decrease) |
|
(Decrease) |
|
|
|
Interest expense |
|
$ |
2,042 |
|
|
$ |
2,181 |
|
|
$ |
(139 |
) |
|
|
-6.4 |
% |
Interest income |
|
|
(32 |
) |
|
|
(73 |
) |
|
|
(41 |
) |
|
|
-56.2 |
% |
|
|
|
|
|
$ |
2,010 |
|
|
$ |
2,108 |
|
|
$ |
(98 |
) |
|
|
-4.6 |
% |
|
|
|
The average interest bearing liabilities balance (balance at the beginning of the period plus the
balance at the end of the period divided by two) for the six-month period ended September 30, 2008
was $38.4 million compared to $41.2 million for the six-month period ended September 30, 2007. The
reduction in the average balance reflects a $2.8 million reduction of total interest bearing
liabilities for the comparable periods. Additionally, the decrease in the prime rate of 325 basis
points over the last 12 months has contributed to the reduction in interest expense.
Income Taxes
Income tax expense was $394,000 for the six-month period ended September 30, 2008 compared to
$23,000 for the six-month period ended September 30, 2007, an increase of $371,000. The income tax
expense is primarily the result of state income tax liabilities of the subsidiary operating
companies. Additionally, the State of Michigan changed the method of taxation for businesses
effective January 1, 2008. Previous to this change, the expense related to the Single Business Tax
(SBT) was primarily a tax on compensation. The cost of revenues for the Services segment is
primarily compensation and, as such, the SBT expense was included in the cost of revenues.
Effective January 1, 2008, the expenses associated with the new Michigan Business Tax were recorded
in the Income Tax line item due to its primary taxation on income as opposed to compensation.
29
Due to the Companys losses in recent years, it has paid nominal federal income taxes. For federal
income tax purposes, the Company had significant permanent and timing differences between book
income and taxable income resulting in combined net deferred tax assets of $19.2 million to be
utilized by the Company for which an offsetting valuation allowance has been established for the
entire amount. The Company has a net operating loss carryforward for tax purposes totaling $43.3
million that expires at various dates through 2028. Internal Revenue Code Section 382 rules limit
the utilization of certain of these net operating loss carryforwards upon a change of control of
the Company. It has been determined that a change in control took place at the time of the reverse
merger in 2004, and as such, the utilization of $700,000 of the net operating loss carryforwards
will be subject to severe limitations in future periods.
Liquidity and Capital Resources
Since its reverse merger in May 2004, the Company has incurred operating losses and has accumulated
a significant amount of debt. For the year ended March 31, 2008, the Company incurred net losses
of $23.4 million, of which $13.1 million represents losses from continuing operations. For the six
month period ended September 30, 2008, the Company incurred a net loss of $6.5 million. At
September 30, 2008, the Company had total outstanding debt of approximately $37.5 million, of which
$30 million is due on October 1, 2009 and an additional $5 million is due on December 31, 2009.
Additionally, certain of the Companys debt agreements include subjective acceleration clauses and
other provisions that allow lenders, in their sole discretion, to determine that the Company has
experienced a material adverse change, which, in turn, would be an event of default.
A new executive management team, including a new Chief Executive Officer, Chief Financial Officer,
General Counsel and Executive Vice Presidents of Operations and Sales and Marketing, was assembled
during fiscal 2008. This team created a new vision for the Company, Keeping People at Home and
Healthier Longer, focusing management efforts in the Home Health Care and Pharmacy marketplaces.
During the first six months of fiscal 2008, the Company sold or ceased operations of certain
locations and lines of business that were under performing or did not complement the Companys
vision. Over the last four quarters, management has worked to improve the results of the home
care, medical staffing and home health equipment businesses, while at the same time, growing the
early-stage pharmacy business. During this period of time, significant progress has been made in
improving margins, reducing selling, general and administrative expenses and creating a more
unified and disciplined culture within the Company.
During the six month period ended September 30, 2008, the Company decreased its loss from
continuing operations by $1.4 million compared to the prior year. This improvement was made in a
difficult market environment, which has resulted in lower revenues in some segments. In addition,
this improvement was made while the Company increased expenditures in the pharmacy business
infrastructure in anticipation of a significant ramp up in pharmacy revenue.
The Company continues its efforts to reduce selling, general and administrative expenses and
anticipates additional savings during the last six months of fiscal 2009, primarily within its
employee-related expenses. Additionally, the Company anticipates margins to continue to be
stronger than prior years. Finally, management expects the pharmacy revenue to increase
significantly over the next several quarters.
Cash used in operations was approximately neutral for the six months ended September 30, 2008.
Total cash decreased by approximately $4.1 million during this period, of which $3.5 million was
used to reduce outstanding debt balances. The Company has implemented a disciplined approach to
cash management. Management believes that its cash and line of credit availability are sufficient
to fund on-going operations in the current business environment.
As of September 30, 2008, the Company had approximately $12.5 million outstanding under its
Comerica Bank line of credit, which is secured by eligible receivables of the Services segment.
The line of credit expires on October 1, 2009. The Company believes that it will be able to renew
this line of credit with Comerica or, if necessary, replace it with a similar secured line of
credit with another lender. The Company had an additional $22 million of debt owed to its two
largest equity holders, which matures during the third quarter of fiscal 2010. Senior management
is in on-going dialogue with these two entities and is exploring various alternatives for reducing
and/or restructuring its outstanding debt. Management believes that it will be able to restructure
its debt before maturity, but this may require the sale of additional assets. The Company
continues to explore the possible sale of non-core assets, and the proceeds of such a sale would be
used, in part, to reduce outstanding debt.
Working capital, which represents current assets less current liabilities, was $18.5 million at
September 30, 2008 compared to $24.9 million at March 31, 2008.
The following summarizes the Companys cash flows for the six-month periods ended September 30, (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
|
|
|
Net cash used in operating activities |
|
$ |
(27 |
) |
|
$ |
(8,010 |
) |
Net cash provided by (used in) investing activities |
|
|
(516 |
) |
|
|
4,288 |
|
Net cash provided by (used in) financing activities |
|
|
(3,514 |
) |
|
|
2,476 |
|
Net change in cash and cash equivalents |
|
|
(4,057 |
) |
|
|
(1,246 |
) |
Cash and cash equivalents, end of period |
|
|
2,294 |
|
|
|
1,748 |
|
Availability under line of credit agreements |
|
$ |
1,818 |
|
|
$ |
5,048 |
|
Total cash and cash equivalents decreased by $4.1 million from March 31, 2008 to $2.3 million
during the six-month period ended September 30, 2008. At September 30, 2008, the Company had $1.8
million in additional line of credit availability, which results in $4.1 million in cash and
availability. The line of credit availability at September 30, 2007 included a line that was
closed by the Company on March 31,
2008 and replaced by financing. The decrease in cash during the six-month period ended September
30, 2008 includes a $3.0 million reduction in the line of credit balance and a $558,000 decrease in
debt and capital lease obligations. The line of credit balance fluctuates based on working capital
needs.
Net cash used in operating activities of $27,000 for the six-month period ended September 30, 2008
represents a significant improvement compared to the use of $8.0 million for the same period in the
prior year. The improvement was primarily due to the reduction in the net loss by $10.0 million.
The loss from discontinued operations during the six-month period ended September 30, 2007
accounted for $8.7 million of the total $16.6 million net loss during the period. The improvement
in cash flows for operations during the six-month period ended September 30, 2008 reflects an
increased emphasis on day-to-day cash management while investing in the pharmacy segment in
anticipation of the increased volume from the Companys growth strategies associated with
DailyMed.
Cash used in investing activities for the six-month period ended September 30, 2008 included
$429,000 of cash paid for acquisitions in the Services segment and $462,000 of capital
expenditures. The $429,000 used for business acquisitions includes the $245,000 for current year
acquisitions while the remaining $184,000 represents payments associated with acquisitions made in
previous periods. Additionally, in September 2008, the Company received a final payment of
$356,000 relating to the sale of its Florida HHE operations during fiscal 2008. Cash provided by
investing activities for the six-month period ended September 30, 2007 included $5.8 million
received upon the sale of the Florida and Colorado HHE operations, offset by $384,000 used to
purchase JASCORP, LLC.
Cash used in financing activities for the six-month period end September 30, 2008 consisted of debt
payments, including the reduction in the outstanding balance on the lines of credit. The $3.0
million reduction in the line of credit balance primarily reflects the timing of cash receipts and
disbursements. Available cash is used to reduce the line of credit balance, and the available cash
can fluctuate significantly on a daily basis. During the six-month period ended September 30,
2007, the Company raised $12.4 million in cash through a private placement of its common stock.
Approximately $5.6 million and $4.3 million of these proceeds and proceeds from the sale of Florida
and Colorado HHE locations, respectively, were used to pay down outstanding debt.
30
If the Company sells assets, other than inventory in the ordinary course of business, it is
required to use a portion of the proceeds to pay down the outstanding JANA debt. Specifically, the
Company must remit to JANA 50% of the net proceeds on the sale of assets up to $10 million and 75%
of the net proceeds to the extent that the aggregate net proceeds exceed $10 million.
Net accounts receivable were $26.0 million at September 30, 2008 compared to $24.7 million at March
31, 2008. The Services and HHE segments account for 82% and 16%, respectively, of total accounts
receivable at September 30, 2008 compared to 80% and 17% at March 31, 2008.
The Company has a limited number of customers with individually large amounts due at any given
balance sheet date. The Companys payer mix for the six-month period ended September 30, 2008 was
as follows:
|
|
|
|
|
Medicare |
|
|
8 |
% |
Medicaid/other government |
|
|
16 |
% |
Commercial Insurance |
|
|
12 |
% |
Institution/Facilities |
|
|
40 |
% |
Private Pay |
|
|
24 |
% |
In order for the Company and its subsidiaries to receive reimbursement from Medicare for goods and
services provided, appropriate provider numbers and billing codes must be maintained and active.
As part of its need to update information required to keep these provider numbers and billing codes
active, the Company submits information to the Centers for Medicare and Medicaid Services (CMS).
During the CMS review process, the Company has from time to time experienced temporary deactivation
of some provider numbers and/or billing codes needed to obtain timely reimbursement from Medicare.
The temporary deactivation has resulted in a delay in reimbursement, which impacts the Companys
cash
collections. Generally, the Company obtains reimbursement retroactive to the date of deactivation.
However, there is some risk that revenues recognized during the deactivation period may not
ultimately be reimbursed. The delayed cash collection can adversely impact the Companys
short-term liquidity. As of September 30, 2008, the amounts associated with these reimbursement
delays are not considered material.
Recent Accounting Pronouncements
Please see Note 1 of this Report for recent accounting pronouncements that may have an impact on
the Companys financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The majority of our cash balances are held primarily in highly liquid commercial bank accounts. The
Company utilizes lines of credit to fund operational cash needs. The risk associated with
fluctuating interest rates is primarily limited to our borrowings. We do not believe that a 10%
change in interest rates would have a significant effect on our results of operations or cash
flows. All our revenues since inception have been in the U.S. and in U.S. Dollars; therefore, we
have not yet adopted a strategy for the future currency rate exposure as it is not anticipated that
foreign revenues are likely to occur in the near future.
Item 4. Controls and Procedures.
The Company maintains a system of disclosure controls and procedures which are designed to ensure
that information required to be disclosed by the Company in reports that it files or submits to the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the
Exchange Act), including this report, is recorded, processed, summarized and reported on a timely
basis. These disclosure controls and procedures include controls and procedures designed to ensure
that information required to be disclosed under the Exchange Act is accumulated and communicated to
the Companys management on a timely basis to allow decisions regarding required disclosure.
As of September 30, 2008, the Companys management, including the Companys Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), conducted an evaluation of the effectiveness of the
Companys disclosure controls and procedures (as such term is defined in Exchange Act Rules
13a-15(e) and 15d-15(e)). Based on this evaluation, the CEO and CFO have concluded that the
Companys disclosure controls and procedures are effective.
31
There has been no change in the Companys internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2008
that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
We are a defendant from time to time in lawsuits incidental to our business in the ordinary course
of business. We are not currently subject to, and none of our subsidiaries are subject to, any
material legal proceedings.
Item 1A. Risk Factors.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should
carefully consider the Risk Factors included in Part I, Item 1A. Risk Factors of our Annual
Report on Form 10-K for the year ended March 31, 2008, and the additional Risk Factors set forth
below. These Risk Factors could materially impact our business, financial condition and/or
operating results. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely impact our business, financial
condition and/or operating results.
The price of our common stock has been, and will likely continue to be, volatile, which could
diminish the ability to recoup an investment, or to earn a return on an investment, in our Company.
The market price of our common stock, like that of the securities of many other companies with
limited operating history and public float, has fluctuated over a wide range, and it is likely that
the price of our common stock will fluctuate in the future. The closing price of our common stock,
as quoted by the American Stock Exchange (AMEX) beginning July 3, 2006 through October 22, 2008,
has fluctuated from a low of $0.15 to a high of $3.50. From October 22, 2007 through October 22,
2008, our common stock has fluctuated from a low of $0.15 to a high of $2.34. Limited demand for
our common stock has resulted in limited liquidity, and it may be difficult to dispose of the
Companys securities. Due to the volatility of the price our common stock, an investor may be
unable to resell shares of our common stock at or above the price paid for them, thereby exposing
an investor to the risk that he may not recoup an investment in our Company or earn a return on an
investment. In the past, securities class action litigation has been brought against companies
following periods of volatility in the market price of their securities. If we are the target of
similar litigation in the future, our Company would be exposed to incurring significant litigation
costs. This would also divert managements attention and resources, all of which could
substantially harm our business and results of operations.
To the extent we do not generate adequate cash flow from operations, we may need to raise
additional cash through equity or debt financing, both of which may be difficult due to the
Companys current capital structure and stock price.
We raised $5.0 million in additional debt financing in March 2008. While we believe this funding,
along with other lines of available credit, will enable us to fund our plans for fiscal 2009, we
may have additional cash needs during the course of the year. It may be difficult to raise
additional cash through debt financing due to our current outstanding debt level (lines of credit,
notes payable and capital lease obligations) of $37.5 million. Further, due to our recent stock
price and volatility as well as the total number of common shares outstanding and available,
additional equity financing may not be attractive or possible. If we were unable to raise
additional cash, we may need to modify or abandon our growth strategy or may need to eliminate
certain product or service offerings. Higher financing costs, modification or abandonment of our
growth strategy, or the elimination of product or service offerings could negatively impact our
profitability and financial position, which in turn could negatively impact the price of our common
stock and shareholder value.
Changes in reimbursement for Home Health Equipment products under Medicare could negatively affect
our business and financial condition.
Recent federal legislative changes contain provisions that will directly impact reimbursement for
some of the products supplied by the HHE segment, including oxygen equipment. Over the past
several years federal legislative changes implemented by the Centers for Medicare and Medicaid
Services (CMS) have
32
included the Medicare, Medicaid and SCHIP Extension Act of 2007; the Deficit
Reduction Act of 2005; and the Medicare Prescription Drug, Improvement and Modernization Act of
2003. Under these new provisions, the most significant changes for our HHE segment were to have
included (a) establishment of competitive bidding areas (CBAs) for certain HHE products,
starting in ten metropolitan statistical areas (MSAs) in 2008 and extending to additional MSAs in
2009 and beyond; (b) quality standards and accreditation requirements for participants in the
competitive bidding program; (c) capped rental payments limiting the period of time for which the
Company may be reimbursed for oxygen equipment supplied to its customers to 36 months, and required
transfer of title to such equipment to the client after the 36 month reimbursement cap was reached;
and (d) reductions in the reimbursement levels for certain inhalation drugs.
In April 2007 CMS issued its final rule implementing the first round of the competitive bidding
program in ten of the largest MSAs across the country, applying initially to ten categories of HHE
and medical supplies. This first round of competitive bidding included a CBA in which one of the
Companys fourteen HHE businesses was located. CMS announced the winning suppliers in March 2008.
The Company was not a winning supplier of the product categories for which we submitted bids.
On January 8, 2008, CMS announced the next 70 MSAs and the applicable product categories for the
second round of the competitive bidding program for certain HHE products under Medicare Part B. CMS
stated that it planned to announce the specific zip codes included in each of the respective MSA
for the second round of competitive bidding during the second quarter of 2008.
In July 2008, the Unites States Congress enacted the Medicare Improvements for Patients and
Providers Act of 2008 (MIPPA). Among other things, MIPPA (1) terminates contracts awarded in the
first round of competitive bidding; (2) delays the first round of competitive bidding until 2009
and requires changes to
the program be adopted prior to its re-implementation; (3) delays the second round of competitive
bidding to after 2011; (4) retains the 36 month cap on reimbursement for oxygen equipment rentals,
but deletes the requirement that title to such equipment be transferred to the patient at that
time; and (5) implements effective January 1, 2009 a 9.5% reduction in reimbursement for certain
HHE items supplied anywhere in the United States. On October 30, 2008, CMS announced that
providers would be reimbursed for providing one in-home routine maintenance and servicing visit for
oxygen concentrators every six months, beginning six months after the end of the 36 month rental
period. This rule will be in effect for calendar year 2009 and CMS is soliciting comments about
whether such payments should continue after 2009.
The Company is evaluating the impact of these changes on its existing business. The changes will
reduce reimbursement levels for certain HHE equipment, which will adversely impact revenues and
margins starting in the fourth quarter of fiscal 2009. While these changes are not expected to
have a material adverse change on the net revenues, operating income and cash flows of the Company
as a whole in fiscal 2009 as compared to fiscal 2008, the impact of these and possible future
legislative changes could have a material adverse impact on the net revenues, operating income and
cash flow of the HHE segment, starting in January 2009 and continuing into future periods. The
company continually evaluates opportunities to increase revenue and reduce costs in response to
these and other changes affecting the HHE business. These initiatives, if successful, will
mitigate the impact of these changes on the net revenues and margins realized in the Companys HHE
segment. Moreover, until such time that the competitive bid program is implemented, bids are
awarded in the applicable CBAs and the associated fee schedules and participating providers are
announced, we will not be able to determine the impact of MIPPA nor can we predict the effect the
process will have on our ability to continue to provide products to Medicare beneficiaries in one
or more of the markets we currently serve.
33
Item 4. Submission of Matters to a Vote of Security Holders.
During the quarter ended September 30, 2008, the following matter was submitted by us to a vote of
our security holders at the Companys 2008 Annual Meeting of Stockholders held on September 5,
2008.
1. The following individuals were elected as Class B Directors serving for a three (3) year term:
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Percentage of |
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Votes Cast in |
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For |
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Withheld |
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Favor of: |
Joseph Mauriello |
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96,303,241 |
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552,139 |
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99.4 |
% |
Daniel Eisenstadt |
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96,259,641 |
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595,739 |
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99.4 |
% |
Item 5. Other Information.
On November 5, 2008, the Companys Board of
Directors amended its Bylaws to delete a provision providing an exception to the application of Nevada Revised
Statutes Sections 78.378 through and including 78.793 to an acquisition of a controlling interest in the
Company by either of two parties identified as the Shareholders to a certain Voting Agreement, dated May 7,
2004 (which Voting Agreement is no longer in effect). The Bylaws of the Company, as restated to incorporate
the amendment made on November 5, 2008, is attached as Exhibit 3.2 and incorporated by this reference.
On November 5, 2008, the Companys Board of
Directors adopted and approved the Arcadia Resources, Inc. Board of Director Compensation for October 1, 2008
to September 30, 2009, attached hereto as Exhibit 10.1.
Item 6. Exhibits.
The Exhibits included as part of this report are listed in the attached Exhibit Index, which is
incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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November 6, 2008 |
By: |
/s/ Marvin R. Richardson
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Marvin R. Richardson |
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Chief Executive Officer
(Principal Executive Officer) and Director |
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November 6, 2008 |
By: |
/s/ Matthew R. Middendorf
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Matthew R. Middendorf |
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Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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34
EXHIBIT INDEX
The following documents are filed as part of this report. Exhibits not required for this report
have been omitted. The Companys Commission file number is 000-32935.
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Exhibit |
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No. |
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Exhibit Description |
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3.2 |
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Amended and restated Bylaws of
Arcadia Resources, Inc. (November 5, 2008) |
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10.1 |
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Arcadia Resources, Inc. Board of
Director Compensation for October 1, 2008 to September 30, 2009 |
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31.1
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Certification of the Chief Executive Officer required by rule 13a 14(a) or rule 15d
14(a). |
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31.2
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Certification of the Principal Accounting and Financial Officer required by rule 13a
14(a) or rule 15d 14(a). |
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32.1
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Chief Executive Officer Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to
§906 of the Sarbanes Oxley Act of 2002. |
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32.2
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Principal Accounting and Financial Officer Certification Pursuant to 18 U.S.C. §1350, as
Adopted Pursuant to §906 of the Sarbanes Oxley Act of 2002. |
35