UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
10-Q
(Mark
One)
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x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended March 31, 2009
or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
Commission
File Number: 0-24260
AMEDISYS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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11-3131700
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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5959
S. Sherwood Forest Blvd., Baton Rouge, LA 70816
(Address
of principal executive offices, including zip code)
(225)
292-2031 or (800) 467-2662
(Registrant’s
telephone number, including area code)
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 ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No ¨
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 þ
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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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 ¨ No þ
The
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date, is as follows: Common stock, $0.001 par value,
27,349,085
shares outstanding as of April 23, 2009.
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ITEM 1.
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ITEM 2.
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ITEM 3.
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19 | ||||
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ITEM 4.
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20 | ||||
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ITEM 1.
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20 | ||||
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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When
included in this Quarterly Report on Form 10-Q, words like “believes,”
“belief,” “expects,”
“plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,”
“would,” “should” and similar expressions are intended to identify
forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve a variety of risks
and uncertainties that could cause actual results to differ materially from
those described therein. These risks and uncertainties include, but are not
limited to the following: changes in Medicare and other medical payment levels,
our ability to open agencies, acquire additional agencies and integrate and
operate these agencies effectively, changes in or our failure to comply with
existing Federal and State laws or regulations or the inability to comply with
new government regulations on a timely basis, competition in the home health
industry, changes in the case mix of patients and payment methodologies, changes
in estimates and judgments associated with critical accounting policies, our
ability to maintain or establish new patient referral sources, our ability to
attract and retain qualified personnel, changes in payments and covered services
due to the economic downturn and deficit spending by Federal and state
governments, future cost containment initiatives undertaken by third-party
payors, our access to financing due to the volatility and disruption of the
capital and credit markets, our ability to meet debt service requirements and
comply with covenants in debt agreements, business disruptions due to natural
disasters or acts of terrorism, our ability to integrate, manage our information
systems and various other matters, many of which are beyond our
control.
Because
forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified, you should not rely on any
forward-looking statement as a prediction of future events. We expressly
disclaim any obligation or undertaking and we do not intend to release publicly
any updates or changes in our expectations concerning the forward-looking
statements or any changes in events, conditions or circumstances upon which any
forward-looking statement may be based, except as required by law. For a discussion of some
of the factors discussed above as well as additional factors, see our
Annual Report on Form 10-K for the year ended December 31, 2008, filed with
the Securities and Exchange Commission (“SEC”) on February 17, 2009,
particularly Part I, Item 1A. – “Risk Factors” therein, which are
incorporated herein by reference. Additional risk factors may also be
described in reports that we file from time to time with the SEC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
in thousands, except share data)
(Unaudited)
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March
31, 2009
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December
31, 2008
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|||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 25,648 | $ | 2,847 | ||||
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Patient
accounts receivable, net of allowance for doubtful accounts of $28,732 and
$27,052
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154,368 | 175,698 | ||||||
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Prepaid
expenses
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10,128 | 8,086 | ||||||
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Other
current assets
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8,727 | 7,719 | ||||||
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Total
current assets
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198,871 | 194,350 | ||||||
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Property
and equipment, net of accumulated depreciation of $43,828 and
$39,208
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80,740 | 79,258 | ||||||
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Goodwill
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736,253 | 733,881 | ||||||
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Intangible
assets, net of accumulated amortization of $8,526 and
$7,944
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50,791 | 42,388 | ||||||
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Other
assets, net
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19,746 | 20,317 | ||||||
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Total
assets
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$ | 1,086,401 | $ | 1,070,194 | ||||
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LIABILITIES
AND EQUITY
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable
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$ | 18,528 | $ | 18,652 | ||||
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Accrued
expenses
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128,253 | 134,049 | ||||||
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Obligations due
Medicare
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4,631 | 4,631 | ||||||
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Current
portion of long-term obligations
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42,451 | 42,632 | ||||||
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Current
portion of deferred income taxes
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3,453 | 4,663 | ||||||
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Total
current liabilities
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197,316 | 204,627 | ||||||
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Long-term
obligations, less current portion
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268,407 | 285,942 | ||||||
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Deferred
income taxes
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16,785 | 11,548 | ||||||
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Other
long-term obligations
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5,791 | 5,959 | ||||||
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Total
liabilities
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488,299 | 508,076 | ||||||
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Commitments
and Contingencies - Note 5
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Equity:
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||||||||
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Preferred
stock, $0.001 par value, 5,000,000 shares authorized; none issued or
outstanding
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- | - | ||||||
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Common
stock, $0.001 par value, 60,000,000 shares authorized; 27,403,699 and
27,191,946 shares issued; and 27,294,341 and 27,083,231 shares
outstanding
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27 | 27 | ||||||
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Additional
paid-in capital
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335,111 | 326,120 | ||||||
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Treasury stock
at cost, 109,358 and 108,715 shares of common stock
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(649 | ) | (617 | ) | ||||
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Accumulated
other comprehensive loss
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(469 | ) | (447 | ) | ||||
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Retained
earnings
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263,274 | 236,252 | ||||||
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Total
Amedisys, Inc. stockholders' equity
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597,294 | 561,335 | ||||||
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Noncontrolling
interests
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808 | 783 | ||||||
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Total
equity
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598,102 | 562,118 | ||||||
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Total
liabilities and equity
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$ | 1,086,401 | $ | 1,070,194 | ||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
CONDENSED
CONSOLIDATED INCOME STATEMENTS
(Amounts
in thousands, except per share data)
(Unaudited)
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For
the three-month periods ended March 31,
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2009
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2008
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Net
service revenue
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$ | 341,838 | $ | 213,087 | ||||
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Cost
of service, excluding depreciation and amortization
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165,039 | 100,768 | ||||||
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General
and administrative expenses:
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Salaries and
benefits
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73,025 | 45,948 | ||||||
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Non-cash
compensation
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2,141 | 1,053 | ||||||
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Other
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42,266 | 29,461 | ||||||
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Provision
for doubtful accounts
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6,166 | 3,595 | ||||||
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Depreciation
and amortization
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6,282 | 4,424 | ||||||
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Operating
expenses
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294,919 | 185,249 | ||||||
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Operating
income
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46,919 | 27,838 | ||||||
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Other
(expense) income:
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Interest
income
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81 | 468 | ||||||
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Interest
expense
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(3,455 | ) | (1,126 | ) | ||||
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Miscellaneous,
net
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778 | 29 | ||||||
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Total
other expense
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(2,596 | ) | (629 | ) | ||||
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Income
before income taxes
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44,323 | 27,209 | ||||||
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Income
tax expense
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(17,286 | ) | (10,772 | ) | ||||
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Net
income
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27,037 | 16,437 | ||||||
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Net
(income) loss attributable to noncontrolling interests
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(15 | ) | 27 | |||||
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Net
income attributable to Amedisys, Inc.
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$ | 27,022 | $ | 16,464 | ||||
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Net
income attributable to Amedisys, Inc. common shareholders:
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Basic
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$ | 1.01 | $ | 0.63 | ||||
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Diluted
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$ | 0.99 | $ | 0.62 | ||||
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Weighted
average shares outstanding:
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||||||||
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Basic
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26,854 | 26,191 | ||||||
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Diluted
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27,293 | 26,645 | ||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in thousands)
(Unaudited)
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For
the three-month periods ended March 31,
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2009
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2008
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Cash
Flows from Operating Activities:
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Net
income
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$ | 27,037 | $ | 16,437 | ||||
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Adjustments
to reconcile net income to net cash provided by operating
activities:
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Depreciation
and amortization
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6,282 | 4,424 | ||||||
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Provision for
doubtful accounts
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6,166 | 3,595 | ||||||
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Non-cash
compensation
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2,141 | 1,053 | ||||||
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401(k)
employer match
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4,530 | 2,714 | ||||||
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Loss on
disposal of property and equipment
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98 | 161 | ||||||
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Deferred income
taxes
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1,141 | 1,324 | ||||||
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Write
off of deferred debt issuance costs
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- | 406 | ||||||
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Equity
in earnings of unconsolidated joint ventures
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(424 | ) | (150 | ) | ||||
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Amortization of
deferred debt issuance costs
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394 | 25 | ||||||
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Return
on equity investment
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- | 75 | ||||||
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Changes
in operating assets and liabilities, net of impact of
acquisitions:
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Patient
accounts receivable
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15,112 | (13,689 | ) | |||||
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Other
current assets
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(2,981 | ) | (523 | ) | ||||
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Other
assets
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507 | 76 | ||||||
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Accounts
payable
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(99 | ) | (638 | ) | ||||
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Accrued
expenses
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(5,252 | ) | 10,382 | |||||
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Other
long-term obligations
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(167 | ) | 16 | |||||
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Net
cash provided by operating activities
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54,485 | 25,688 | ||||||
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Cash
Flows from Investing Activities:
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Proceeds
from sale of deferred compensation plan assets
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356 | - | ||||||
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Proceeds
from the sale of property and equipment
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- | 2 | ||||||
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Purchases
of deferred compensation plan assets
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(454 | ) | (67 | ) | ||||
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Purchases
of property and equipment
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(7,478 | ) | (5,305 | ) | ||||
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Acquisitions
of businesses, net of cash acquired
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(7,490 | ) | (436,481 | ) | ||||
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Net
cash (used in) investing activities
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(15,066 | ) | (441,851 | ) | ||||
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Cash
Flows from Financing Activities:
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Outstanding
checks in excess of bank balance
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313 | - | ||||||
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Proceeds
from issuance of stock upon exercise of stock options and
warrants
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425 | 244 | ||||||
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Proceeds
from issuance of stock to employee stock purchase plan
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1,222 | 774 | ||||||
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Tax
benefit from stock option exercises
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672 | 285 | ||||||
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Proceeds
from swingline facility (a portion of Revolving Credit
Facility)
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9,200 | - | ||||||
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Repayments
of swingline facility (a portion of Revolving Credit
Facility)
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(9,200 | ) | - | |||||
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Proceeds
from issuance of long-term obligations
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15,000 | 395,000 | ||||||
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Payment
of deferred financing fees
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- | (7,939 | ) | |||||
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Principal
payments of long-term obligations
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(34,250 | ) | (3,155 | ) | ||||
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Net
cash (used in) provided by financing activities
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(16,618 | ) | 385,209 | |||||
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Net
increase (decrease) in cash and cash equivalents
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22,801 | (30,954 | ) | |||||
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Cash
and cash equivalents at beginning of period
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2,847 | 56,190 | ||||||
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Cash
and cash equivalents at end of period
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$ | 25,648 | $ | 25,236 | ||||
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Supplemental
Disclosures of Cash Flow Information:
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||||||||
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Cash
paid for interest
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$ | 5,034 | $ | 710 | ||||
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Cash
paid for income taxes, net of refunds received
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$ | 16,565 | $ | 8,365 | ||||
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Supplemental
Disclosures of Non-Cash Financing and Investing
Activities:
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Notes
payable issued for acquisitions
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$ | 1,534 | $ | 1,545 | ||||
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amedisys,
Inc., a Delaware corporation, and its consolidated subsidiaries (“Amedisys,”
“we,” “us,” or “our”) are a multi-state provider of home health and hospice
services with approximately 87% and 88% of our net service revenue derived from
Medicare for the three-month periods ended March 31, 2009 and 2008,
respectively. As of March 31, 2009, we had 490 Medicare-certified home health
and 50 Medicare-certified hospice agencies in 37 states within the United
States, the District of Columbia and Puerto Rico.
Basis
of Presentation
In
our opinion, the accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly our financial position, our results of
operations and our cash flows in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”). Our results of operations for the interim
periods presented are not necessarily indicative of results of our operations
for the entire year and have not been audited by our independent
auditors.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted from the
interim financial information presented. This report should be read in
conjunction with our consolidated financial statements and related notes
included in our Annual Report on Form 10-K for the year ended December 31,
2008 as filed with the Securities and Exchange Commission (“SEC”) on
February 17, 2009 (the “Form 10-K”), which includes information and
disclosures not included herein.
Use
of Estimates
Our
accounting and reporting policies conform with U.S. GAAP. In preparing the
unaudited condensed consolidated financial statements, we are required to make
estimates and assumptions that impact the amounts reported in the condensed
consolidated financial statements and accompanying notes. Actual results could
materially differ from those estimates.
Reclassifications
and Comparability
Certain
reclassifications have been made to prior periods’ financial statements in order
to conform them to the current period’s presentation. For instance, we adopted
Statement of Financial Accounting Standards (“SFAS”) No. 160, Noncontrolling Interests in
Consolidated Financial Statements — Amendment of ARB No. 51 (“SFAS
160”), which changed the presentation and disclosure of noncontrolling interests
(formerly known as minority interests) of consolidated subsidiaries. This
statement requires the noncontrolling interest to be included in the equity
section of the balance sheet and required disclosures on the face of the
consolidated income statement of the amounts of consolidated net income
attributable to the consolidated parent and the noncontrolling
interest. The provisions of this statement were applied to all
periods presented in these condensed consolidated financial
statements. As a result, minority interests were presented as
noncontrolling interests and appear in equity in our condensed consolidated
balance sheets and were presented separately on our condensed consolidated
income statements as compared to how they were presented in our earlier periodic
SEC filings.
Additionally,
we adopted SFAS No. 141 (Revised), Business Combinations (“SFAS
141R”) on January 1, 2009. SFAS 141R amended the requirements of how to
account for business combinations, by requiring the expensing of most
acquisition related costs associated with an acquisition as opposed to including
them as part of the purchase price, as allowed under SFAS No. 141, Business Combinations (“SFAS
141”). As a result, we expensed $0.3 million in acquisition related
transaction costs during the three-month period ended March 31, 2009 in other
general and administrative expenses in our condensed consolidated income
statement. This compares to $2.3 million in such costs that were
included in the purchase price of acquisitions that occurred during the
three-month period ended March 31, 2008.
Additionally,
as a result of our rapid growth through acquisition and start-up activities, our
operating results may not be comparable for the periods that are
presented.
Principles
of Consolidation
These
condensed consolidated financial statements include the accounts of Amedisys,
Inc. and our wholly owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in our accompanying condensed consolidated
financial statements, and business combinations accounted for as purchases have
been included in our condensed consolidated financial statements from their
respective dates of acquisition. In addition to our wholly owned subsidiaries,
we also have certain equity investments that are accounted for as set forth
below.
Equity
Investments
We
consolidate subsidiaries and/or joint ventures when the entity is a variable
interest entity and we are the primary beneficiary, as defined in the Financial
Accounting Standards Board Interpretation No. 46 (Revised), Consolidation of Variable Interest
Entities (“FIN 46R”), or if we have controlling interests in the entity,
which is generally ownership in excess of 50%. Third party equity interests in
our consolidated joint ventures are reflected as noncontrolling interests in our
condensed consolidated financial statements. For subsidiaries or joint ventures
in which we do not have a controlling interest or for which we are not the
primary beneficiary, as defined by FIN 46R, we record such investments under the
equity method of accounting.
Revenue
Recognition
We
earn net service revenue through our home health and hospice agencies by
providing a variety of services almost exclusively in the homes of our patients.
This net service revenue is earned and billed either on an episode of care basis
(on a 60-day episode of care basis for home health services and on a 90-day
episode of care basis for the first two hospice episodes of care and on a 60-day
episode of care basis for any subsequent hospice episodes), on a per visit basis
or on a daily basis depending upon the payment terms and conditions established
with each payor for services provided. We refer to home health revenue earned
and billed on a 60-day episode of care as episodic-based revenue. For the
services we provide, Medicare is our largest payor, representing 87% of our net
service revenue during the three-month period ended March 31,
2009.
When
we record our service revenue, we record it net of estimated revenue adjustments
and contractual adjustments to reflect amounts we estimate to be realizable for
services provided, as discussed below. We believe, based on information
currently available to us and based on our judgment, that changes to one or more
factors that impact the accounting estimates (such as our estimates related to
revenue adjustments, contractual adjustments and episodes in progress) we make
in determining net service revenue, which changes are likely to occur from
period to period, will not materially impact our reported consolidated financial
condition, results of operations, cash flows or our future financial
results.
Home
Health Revenue Recognition
Medicare
Revenue
Net
service revenue is recorded under the Medicare payment program (“PPS”) based on
a 60-day episode payment rate that is subject to adjustment based on certain
variables including, but not limited to: (a) an outlier payment if our
patient’s care was unusually costly; (b) a low utilization adjustment
(“LUPA”) if the number of visits was fewer than five; (c) a partial payment
if our patient transferred to another provider or we received a patient from
another provider before completing the episode; (d) a payment adjustment
based upon the level of therapy services required (thresholds set at 6, 14 and
20 visits); (e) the number of episodes of care provided to a patient,
regardless of whether the same home health provider provided care for the entire
series of episodes; (f) changes in the base episode payments established by
the Medicare Program; (g) adjustments to the base episode payments for case
mix, geographic wages and low utilization; and (h) recoveries of
overpayments.
We
make adjustments to Medicare revenue on completed episodes to reflect
differences between estimated and actual payment amounts, an inability to obtain
appropriate billing documentation or authorizations acceptable to the payor and
other reasons unrelated to credit risk. We estimate the impact of such payment
adjustments based on our historical experience, which primarily includes a
historical collection rate of over 99% on Medicare claims, and record this
estimate during the period in which services are rendered as an estimated
revenue adjustment and a corresponding reduction to patient accounts receivable.
Therefore, we believe that our reported net service revenue and patient accounts
receivable will be the net amounts to be realized from Medicare for services
rendered. During the three-month periods ended March 31, 2009 and 2008, we
recorded $2.1 million and $0.8 million, respectively, in estimated revenue
adjustments to Medicare revenue.
In
addition to revenue recognized on completed episodes, we also recognize a
portion of revenue associated with episodes in progress. Episodes in progress
are 60-day episodes of care that begin during the reporting period, but were not
completed as of the end of the period. We estimate this revenue on a monthly
basis based upon historical trends. The primary factors underlying this estimate
are the number of episodes in progress at the end of the reporting period,
expected Medicare revenue per episode and our estimate of the average percentage
complete based on visits performed. As of March 31, 2009 and 2008, the
difference between the cash received from Medicare for a request for anticipated
payment (“RAP”) on episodes in progress and the associated estimated revenue was
included as a reduction to our outstanding patient accounts receivable in our
condensed consolidated balance sheets for such periods, since only a nominal
amount represents cash collected in advance of providing services.
Non-Medicare
Revenue
Episodic-based Revenue. We
recognize revenue in a similar manner as we recognize Medicare revenue for
episodic-based rates that are paid by Medicaid and other insurance carriers,
including Medicare Advantage programs; however, these rates can vary based upon
the negotiated terms.
Non-episodic Based Revenue.
Gross revenue is recorded on an accrual basis based upon the date of service at
amounts equal to our established or estimated per-visit rates, as applicable.
Contractual adjustments are recorded for the difference between our standard
rates and the contracted rates to be realizable from patients, third parties and
others for services provided and are deducted from gross revenue to determine
net service revenue and as a reduction to our outstanding patient accounts
receivable. In addition, we receive a minimal amount of our net service revenue
from patients who are either self-insured or are obligated for an insurance
co-payment.
Hospice
Revenue Recognition
Hospice Medicare
Revenue
Gross
revenue is recorded on an accrual basis based upon the date of service at
amounts equal to the estimated payment rates. We make adjustments to Medicare
revenue for an inability to obtain appropriate billing documentation or
authorizations acceptable to the payor and other reasons unrelated to credit
risk. We estimate the impact of these adjustments based on our historical
experience, which primarily includes our historical collection rate on Medicare
claims, and record it during the period services are rendered as an estimated
revenue adjustment and as a reduction to our outstanding patient accounts
receivable.
Additionally,
as Medicare is subject to an inpatient cap limit and an overall payment cap, we
monitor our provider numbers and estimate amounts due back to Medicare if a cap
has been exceeded. We record these adjustments as a reduction to revenue
and increase other accrued liabilities. As of March 31, 2009 and
December 31, 2008, we had $0.1 million recorded for estimated amounts due back
to Medicare in other accrued liabilities in our accompanying condensed
consolidated balance sheets. As a result of our adjustments we believe our
revenue and patients accounts receivable are recorded at amounts that will be
ultimately realized.
Hospice Non-Medicare
Revenue
We
record gross revenue on an accrual basis based upon the date of service at
amounts equal to our established rates or estimated per visit rates, as
applicable. Contractual adjustments are recorded for the difference between our
established rates and the amounts estimated to be realizable from patients,
third parties and others for services provided and are deducted from gross
revenue to determine our net service revenue and patient accounts
receivable.
Patient
Accounts Receivable
Our
patient accounts receivable are uncollateralized and primarily consist of
amounts due from Medicare, other third-party payors and patients. We believe
there is a certain level of credit risk associated with non-Medicare payors. To
provide for our non-Medicare patient accounts receivable that could become
uncollectible in the future, we establish an
allowance for doubtful accounts to reduce the carrying amount to its estimated
net realizable value. We believe the credit risk associated with our Medicare
accounts, which represent 74% of our net patient accounts receivable at
March 31, 2009 and December 31, 2008, is limited due to (i) our
historical collection rate of over 99% from Medicare and (ii) the fact that
Medicare is a U.S. government payor. Accordingly, we do not record an allowance
for doubtful accounts for our Medicare patient accounts receivable which are
recorded at their net realizable value after recording estimated revenue
adjustments as discussed above. There is no other single payor, other than
Medicare, that accounts for more than 10% of our total outstanding patient
receivable, and thus we believe there are no other significant concentrations of
receivables that would subject us to any significant credit risk in the
collection of our patient accounts receivable.
We
fully reserve for accounts which are aged at 360 days or greater. We write off
accounts on a monthly basis once we have exhausted our collection efforts and
deem an account to be uncollectible.
Medicare
Home Health
Our
Medicare billing process begins with a process to ensure that our billings are
accurate through the utilization of an electronic Medicare claim review. We
submit a RAP for 60% of our estimated payment for the initial episode at the
start of care or 50% of the estimated payment for any subsequent episodes of
care contiguous with the first episode for a particular patient. The full amount
of the episode is billed after the episode has been completed (“final billed”).
The RAP received for that particular episode is then deducted from our final
payment. If a final bill is not submitted within the greater of 120 days from
the start of the episode, or 60 days from the date the RAP was paid, any RAPs
received for that episode will be recouped by Medicare from any other claims in
process for that particular provider number. The RAP and final claim must then
be re-submitted.
Medicare
Hospice
For
our hospice patients, our pre-billing process includes verifying that we are
eligible for payment from Medicare for the services that we provide to our
patients. Once each patient has been confirmed for eligibility, we will bill
Medicare for the services provided to the patient on a monthly
basis.
Non-Medicare
Home Health and Hospice
For
our non-Medicare patients, our pre-billing process primarily begins with
verifying a patient’s eligibility for services with the applicable payor. Once
the patient has been confirmed for eligibility, we will provide services to the
patient and bill the applicable payor based on either the contracted rates or
expected payment rates, which are based on our historical experience. We
estimate an allowance for doubtful accounts to reduce the carrying amount of the
receivables to the amounts we estimate will be ultimately collected. Our review
and evaluation of non-Medicare accounts includes a detailed review of
outstanding balances and special consideration to concentrations of receivables
from particular payors or groups of payors with similar characteristics that
would subject us to any significant credit risk. Where such groups have been
identified, we have given special consideration to both the billing methodology
and evaluation of the ultimate collectibility of the accounts. In addition, the
amount of the allowance for doubtful accounts is based upon our assessment of
historical and expected net collections, business and economic conditions,
trends in payment and an evaluation of collectibility based upon the date that
the service was provided. Based upon our best judgment, we believe the allowance
for doubtful accounts adequately provides for accounts that will not be
collected due to credit risk.
Fair
Value of Financial Instruments
The
following details our financial instruments where the carrying value and fair
value differ, as calculated in accordance with SFAS No. 157, Fair Value Measurements
(“SFAS 157”) (amounts in millions):
|
Fair
Value at Reporting Date Using
|
||||||||||||||||
|
Financial
Instrument
|
As
of March 31, 2009
|
Quoted
Prices in Active Markets for Identical Items (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
||||||||||||
|
Long-term
obligations, excluding capital leases
|
$ | 310.7 | $ | - | $ | - | $ | 264.0 | ||||||||
The
estimates of the fair value of our long-term debt are based upon a discounted
present value analysis of future cash flows. Due to the existing uncertainty in
the capital and credit markets, the actual rates that would be obtained to
borrow under similar conditions could materially differ from the estimates we
have used.
SFAS
157 describes a fair value hierarchy based on three levels of inputs, of which
the first two are considered observable and the last unobservable, that may be
used to measure fair value. The three levels of inputs are as
follows:
|
|
•
|
Level
1 — Quoted prices in active markets for identical assets and
liabilities.
|
||
|
|
•
|
Level
2 — Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or
liabilities.
|
||
|
|
•
|
Level
3 — Unobservable inputs that are supported by little or no market activity
and are significant to the fair value of the assets or
liabilities.
|
||
For
our other financial instruments, including our cash and cash equivalents,
patient accounts receivable, accounts payable and accrued expenses, we estimate
the carrying amounts’ approximate fair value due to their short term maturity.
Our deferred compensation plan assets are recorded at fair value.
Weighted-Average
Shares Outstanding
Net
income attributable to Amedisys, Inc. common shareholders, calculated on the
treasury stock method, is based on the weighted average number of shares
outstanding during the period. The following table sets forth, for the periods
indicated, shares used in our computation of the weighted-average shares
outstanding, which are used to calculate our basic and diluted net income
attributable to Amedisys, Inc. common shareholders (amounts in
thousands):
|
For
the three-month periods ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Weighted
average number of shares outstanding - basic
|
26,854 | 26,191 | ||||||
|
Effect
of dilutive securities:
|
||||||||
|
Stock
options
|
250 | 326 | ||||||
|
Warrants
|
- | 38 | ||||||
|
Non-vested
stock and stock units
|
189 | 90 | ||||||
|
Weighted
average number of shares outstanding - diluted
|
27,293 | 26,645 | ||||||
The
following table sets forth shares that were anti-dilutive to the computation of
diluted net income per common share (amounts in thousands):
|
For
the three-month periods ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Anti-dilutive
securities
|
42 | 3 | ||||||
2.
ACQUISITIONS
Each
of the following acquisitions was completed in order to pursue our strategy of
increasing our market presence by expanding our service base and enhancing our
position in certain geographic areas as a leading provider of home health and
hospice services. The purchase price paid for each acquisition was negotiated
through arm’s length transactions, with consideration based on our analysis of,
among other things, comparable acquisitions and expected cash flows for each
transaction. Each of the following acquisitions was accounted for as a purchase
and is included in our condensed consolidated financial statements from the
respective acquisition date. Goodwill generated from the acquisitions was
recognized for the excess of the purchase price over tangible and identifiable
intangible assets because of the expected contributions of each acquisition to
our overall corporate strategy.
Summary
of 2009 Acquisitions
The
following table presents details of our acquisitions (dollars in
millions):
|
Purchase
Price
|
Purchase
Price Allocation
|
Number
of Agencies
|
|
|
|||||||||||||||||||||||||||
|
(1)
|
Date
|
Acquired
Entity
(location
of assets)
|
Cash
|
Promissory
Note
|
Goodwill
|
Other
Intangible Assets
|
Home
Health
|
Hospice
|
Number
of States
|
||||||||||||||||||||||
|
†
|
February
3, 2009
|
Arizona
Home Rehabilitation and Health Care and Yuma Home Care (Yuma,
Arizona)
|
$ | 4.3 | $ | 1.5 | $ | 5.0 | $ | 0.9 | 2 | - | 1 | ||||||||||||||||||
|
†
|
March
12, 2009
|
White
River Health System (Batesville, Arkansas)
|
3.2 | - | 2.6 | 0.7 | 3 | 1 | 1 | ||||||||||||||||||||||
| $ | 7.5 | $ | 1.5 | $ | 7.6 | $ | 1.6 | 5 | 1 | ||||||||||||||||||||||
|
(1)
|
The
acquisitions marked with the cross symbol (†) were asset
purchases.
|
2008
TLC Health Care Services, Inc. (“TLC”) Acquisition
During
the three-month period ended March 31, 2009, the remaining $12.8 million that
was in escrow in connection with the TLC acquisition for indemnification and
working capital price adjustments was released and paid to the selling
stockholders under the indemnification provisions of the TLC acquisition
agreement. Additionally, we finalized our purchase accounting for the
TLC acquisition during the three-month period ended March 31, 2009.
The
following table summarizes, as of March 31, 2009, the estimated fair values of
the TLC assets acquired and liabilities assumed on March 26, 2008 (amounts in
millions).
|
Patient
accounts receivable, net
|
$ | 37.8 | ||
|
Property
and equipment
|
0.5 | |||
|
Goodwill
|
330.4 | |||
|
Intangible
assets
|
19.2 | |||
|
Deferred
taxes
|
38.2 | |||
|
Other
current assets
|
0.9 | |||
|
Other
assets
|
1.5 | |||
|
Current
liabilities
|
(32.1 | ) | ||
| $ | 396.4 |
Our
purchase price finalization included decreasing goodwill by $5.5 million
primarily as the net result of allocating an additional $7.5 million to the
estimated fair value assigned to Medicare licenses acquired and a $2.9 million
reduction in the estimated fair value of the deferred tax liability
assumed.
See
Note 2 of our Form 10-K for additional details on our 2008
acquisitions.
3.
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
The
following table summarizes the activity related to our goodwill and our other
intangible assets, net as of and for the three-month period ended March 31, 2009
(amounts in millions):
|
Other
Intangible Assets, Net
|
||||||||||||||||||||
|
Goodwill
|
Certificates
of Need and Licenses
|
Acquired
Name of Business
|
Non-Compete
Agreements & Reacquired Franchise Rights (1)
|
Total
|
||||||||||||||||
|
Balances
at December 31, 2008
|
$ | 733.9 | $ | 32.7 | $ | 3.3 | $ | 6.4 | $ | 42.4 | ||||||||||
|
Additions
|
7.6 | 1.1 | 0.2 | 0.3 | 1.6 | |||||||||||||||
|
Adjustments
related to acquisitions
|
(5.2 | ) | 7.4 | - | - | 7.4 | ||||||||||||||
|
Amortization
|
- | - | - | (0.6 | ) | (0.6 | ) | |||||||||||||
|
Balances
at March 31, 2009
|
$ | 736.3 | $ | 41.2 | $ | 3.5 | $ | 6.1 | $ | 50.8 | ||||||||||
|
(1)
|
The
weighted-average amortization period of our non-compete agreements and
reacquired franchise rights is 2.8 years and 4.5 years,
respectively.
|
During
2009, we adjusted goodwill by a net $5.2 million primarily in association with
our completion of purchase accounting adjustments for our 2008 acquisition of
TLC, where we allocated an additional $7.5 million to the estimated fair value
of Medicare licenses acquired and decreased the estimated fair value of the
deferred tax liability assumed by $2.9 million.
4.
LONG-TERM OBLIGATIONS
Long-term
debt, including capital lease obligations, consisted of the following for the
periods indicated (amounts in millions):
|
March
31, 2009
|
December
31, 2008
|
|||||||
|
Senior
Notes:
|
||||||||
|
$35.0
million Series A Notes; semi-annual interest only payments; interest rate
at 6.07% per annum; due March 25, 2013
|
$ | 35.0 | $ | 35.0 | ||||
|
$30.0
million Series B Notes; semi-annual interest only payments; interest rate
at 6.28% per annum; due March 25, 2014
|
30.0 | 30.0 | ||||||
|
$35.0
million Series C Notes; semi-annual interest only payments; interest rate
at 6.49% per annum; due March 25, 2015
|
35.0 | 35.0 | ||||||
|
Term
Loan; $7.5 million principal payments plus accrued interest payable
quarterly; interest rate at ABR Rate plus applicable percentage or
Eurodollar Rate plus the applicable percentage (1.77% and 3.08%
at March 31, 2009 and December 31, 2008, respectively); due March 26,
2013
|
120.0 | 127.5 | ||||||
|
$250.0
million Revolving Credit Facility; interest only quarterly payments;
interest rate at ABR Rate plus applicable percentage or Eurodollar Rate
plus the applicable percentage (1.78% and 1.72% at March 31, 2009 and
December 31, 2008, respectively); due March 26, 2013
|
73.5 | 80.5 | ||||||
|
Promissory
notes
|
17.2 | 20.3 | ||||||
|
Capital
leases
|
0.2 | 0.2 | ||||||
| 310.9 | 328.5 | |||||||
|
Current
portion of long-term obligations
|
(42.5 | ) | (42.6 | ) | ||||
|
Total
|
$ | 268.4 | $ | 285.9 | ||||
Our
weighted-average interest rates for our five year Term Loan (the “Term Loan”)
and our $250.0 million, five year Revolving Credit Facility (the “Revolving
Credit Facility”) were 2.6% and 1.7% for the three-month period ended March 31,
2009, respectively, compared to 5.7% for both for the same period in
2008. As of March 31, 2009, our total leverage ratio (used to compute
the margin and commitment fees, described in more detail in Note 5 of our Form
10-K) was 1.4, our fixed charge coverage ratio was 2.1 and we were in compliance
with the covenants associated with our long-term obligations.
The
following table presents our availability under our $250.0 million Revolving
Credit Facility as of March 31, 2009 (amounts in millions):
|
Total
Revolving Credit Facility
|
$ | 250.0 | ||
|
Less: outstanding
revolving credit loans
|
(73.5 | ) | ||
|
Less: outstanding
swingline loans
|
- | |||
|
Less: outstanding
letters of credit
|
(10.9 | ) | ||
|
Remaining
availability under the Revolving Credit Facility
|
$ | 165.6 |
See
Note 5 of our Form 10-K for additional details on our outstanding long-term
obligations.
5.
COMMITMENTS AND CONTINGENCIES
Legal
Proceedings
We
are involved in legal actions in the normal course of business, some of which
seek monetary damages, including claims for punitive damages. We do not believe
that these actions, when finally concluded and determined, will have a material
impact on our consolidated financial condition, results of operations and cash
flows.
Insurance
We
are obligated for certain costs associated with our insurance programs,
including employee health, workers’ compensation and professional liability.
While we maintain various insurance programs to cover these risks, we are
self-insured for a substantial portion of our potential claims. We recognize our
obligations associated with these costs in the period in which a claim is
incurred, including with respect to both reported claims and claims incurred but
not reported, up to specified deductible limits. These costs have generally been
estimated based on historical data of our claims experience. Such estimates, and
the resulting reserves, are reviewed and updated by us on a quarterly
basis.
Our
health insurance has a retention limit of $0.3 million, our workers’
compensation insurance has a retention limit of $0.4 million and our
professional liability insurance has a retention limit of $0.3
million.
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-month period ended March 31, 2009. 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 Management’s Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form 10-K
for the year ended December 31, 2008 filed with the Securities and Exchange
Commission (“SEC”) on February 17, 2009 (the “Form 10-K”), which are
incorporated herein by this reference.
Unless
otherwise provided, “Amedisys,” “we,” “us,” “our” and the “Company” refer to
Amedisys, Inc. and our consolidated subsidiaries.
Overview
We
are a leading provider of high-quality, low-cost home health services to the
chronic, co-morbid, aging American population. Our services include home health
and hospice services and approximately 87% and 88% of our revenue was
derived from Medicare for the three-month periods ended March 31, 2009 and 2008,
respectively. During the three-month period ended March 31, 2009, our
net service revenue increased 60.4% or $128.7 million over the same period in
2008; our diluted earnings per share increased 59.7% or by $0.37 per share; and
our cash flow from operations more than doubled to $54.5 million compared to
$25.7 million during 2008. The following details our owned
Medicare-certified agencies, which are located in 37 states within the United
States, the District of Columbia and Puerto Rico. The agencies closed were
consolidated with agencies servicing the same areas.
|
Owned
and Operated Agencies
|
||||||||
|
Home
health
|
Hospice
|
|||||||
|
At
December 31, 2008
|
480 | 48 | ||||||
|
Acquisitions
|
5 | 1 | ||||||
|
Start-ups
|
9 | 1 | ||||||
|
Closed
|
(4 | ) | - | |||||
|
At
March 31, 2009
|
490 | 50 | ||||||
Recent
Developments
Payment
On
March 13, 2009, CMS announced that the rate cuts caused by the phase out of the
Budget Neutrality Adjustment Factor (“BNAF”) for Medicare hospice rates have
been delayed by one year as a result of the economic stimulus bill, the American
Recovery and Reinvestment Act of 2009. The delay was made retroactive
to October 1, 2008 and did not did not change the hospice payment rates and
hospice cap amounts for the fiscal period of October 1, 2008 through September
30, 2009. The change did not and is not expected to have a material
impact on our business and consolidated financial condition, results of
operations or cash flows.
Results
of Operations
Our
operating results may not be comparable for the periods presented, primarily as
a result of our acquisition and start-up agencies.
When
we refer to “base business”, we mean home health and hospice agencies that we
have operated for at least the last twelve months; when we refer to
“acquisitions”, we mean home health and hospice agencies that we acquired within
the last twelve months; and when we refer to “start-ups”, we mean any home
health or hospice agency opened by us in the last twelve months. Once an agency
has been in operation for a twelve month period, the results for that particular
agency are included as part of our base business from that date forward. When we
refer to episodic-based revenue, admissions, recertifications or completed
episodes, we mean home health revenue, admissions, recertifications or completed
episodes of care for those payors that pay on an episodic-basis, which includes
Medicare and other insurance carriers, including Medicare Advantage
programs.
Three-Month
Period Ended March 31, 2009 Compared to the Three-Month Period Ended March
31, 2008
Net
Service Revenue
We
are dependent on Medicare for a significant portion of our revenue.
Approximately 87% and 88% of our net service revenue was derived from Medicare
for the three-month periods ended March 31, 2009 and 2008,
respectively. The following table summarizes our net service revenue
growth (amounts in millions):
|
For
the three-month period ended March 31, 2009
|
|
|||||||||||||||
|
Base/Start-ups
(2)
|
Acquisitions
|
Total
|
For
the three-month period ended
March
31, 2008
|
|||||||||||||
|
Home
health revenue:
|
||||||||||||||||
|
Medicare
revenue
|
$ | 213.8 | $ | 66.0 | $ | 279.8 | $ | 175.3 | ||||||||
|
Non-Medicare,
episodic-based revenue
|
21.0 | 3.8 | 24.8 | 14.9 | ||||||||||||
|
Total
episodic-based revenue
|
234.8 | 69.8 | 304.6 | 190.2 | ||||||||||||
|
Non-Medicare
revenue
|
9.6 | 7.3 | 16.9 | 10.0 | ||||||||||||
| 244.4 | 77.1 | 321.5 | 200.2 | |||||||||||||
|
Hospice
revenue:
|
||||||||||||||||
|
Medicare
revenue
|
13.7 | 5.4 | 19.1 | 12.1 | ||||||||||||
|
Non-Medicare
revenue
|
1.0 | 0.2 | 1.2 | 0.8 | ||||||||||||
| 14.7 | 5.6 | 20.3 | 12.9 | |||||||||||||
|
Total
revenue:
|
||||||||||||||||
|
Medicare
revenue
|
227.5 | 71.4 | 298.9 | 187.4 | ||||||||||||
|
Non-Medicare
revenue
|
31.6 | 11.3 | 42.9 | 25.7 | ||||||||||||
| $ | 259.1 | $ | 82.7 | $ | 341.8 | $ | 213.1 | |||||||||
|
Internal
episodic-based revenue growth (1)
|
23 | % | 26 | % | ||||||||||||
|
(1)
|
Internal
episodic-based revenue growth is the percent increase in our base/start-up
episodic-based revenue for the period as a percent of the total
episodic-based revenue of the prior period. We expect this
growth rate to be in the 15% range for the full year of 2009, primarily
due to our TLC Health Care Services, Inc. (“TLC”) agencies converting to
base agencies beginning in the three-month period ended June 30, 2009. It
is not unusual for acquired agencies to experience a slower revenue
growth, even in the second year after converting to our operating systems
and Point of Care network.
|
|
(2)
|
Our
net service revenue for our base/start-up agencies of $259.1 million
included $252.0 million from our base agencies and $7.1 million from our
start-up agencies.
|
Our
net service revenue increased $128.7 million from 2008 to 2009 and consisted of
an increase of $46.0 million in our base/start-up agencies and $82.7 million
from our acquisition agencies. The $46.0 million increase in our base/start-up
agencies was primarily related to our internal episodic-based revenue, which
increased by $44.6 million or 23% from 2008 to 2009, with 10% related volume and
13% related to rate.
Our
average episodic-based revenue per completed episode increased from $2,673 to
$3,033 from 2008 to 2009 and was due primarily to the continued deployment of
our therapy intensive specialty programs to more of our home health agencies and
the inclusion of the TLC agencies, which have had historically higher average
revenue per completed episode primarily due to their presence in higher wage
index areas (i.e. the Western and Northeastern parts of the United
States).
Home
Health Statistics
The
following table summarizes our growth in total home health patient
admissions:
|
For
the three-month period ended March 31, 2009
|
|
|||||||||||||||
|
Base/Start-ups
|
Acquisitions
|
Total
|
For
the three-month period ended
March
31, 2008
|
|||||||||||||
|
Admissions:
|
||||||||||||||||
|
Medicare
|
37,390 | 13,053 | 50,443 | 34,880 | ||||||||||||
|
Non-Medicare,
episodic-based
|
4,746 | 923 | 5,669 | 3,979 | ||||||||||||
|
Total
episodic-based
|
42,136 | 13,976 | 56,112 | 38,859 | ||||||||||||
|
Non-Medicare
|
6,546 | 2,945 | 9,491 | 6,147 | ||||||||||||
| 48,682 | 16,921 | 65,603 | 45,006 | |||||||||||||
|
Internal
episodic-based admission growth (1)
|
8 | % | 7 | % | ||||||||||||
(1) Internal
episodic-based admission growth is the percent increase in our base/start-up
episodic-based admissions for the period as a percent of the total
episodic-based admissions of the prior period.
The
following table summarizes our growth in total home health patient
recertifications:
|
For
the three-month period ended March 31, 2009
|
|
|||||||||||||||
|
Base/Start-ups
|
Acquisitions
|
Total
|
For
the three-month period ended
March
31, 2008
|
|||||||||||||
|
Recertifications:
|
||||||||||||||||
|
Medicare
|
36,294 | 8,731 | 45,025 | 32,209 | ||||||||||||
|
Non-Medicare,
episodic-based
|
3,239 | 500 | 3,739 | 2,255 | ||||||||||||
|
Total
episodic-based
|
39,533 | 9,231 | 48,764 | 34,464 | ||||||||||||
|
Non-Medicare
|
3,515 | 2,254 | 5,769 | 4,136 | ||||||||||||
| 43,048 | 11,485 | 54,533 | 38,600 | |||||||||||||
|
Internal
episodic-based recertification growth (1)
|
15 | % | 32 | % | ||||||||||||
|
(1)
|
Internal
episodic-based recertification growth is the percent increase in our
base/start-up episodic-based recertifications for the period as a percent
of the total episodic-based recertifications of the prior
period. The rate decreased from 32% to 15% from 2008 to
2009. This trend does not necessarily indicate that we
anticipate our internal episodic-based recertifications to decrease in the
future nor is it a metric that we regularly use to measure performance
within our organization. This rate varies based on the clinical
acuity of our patients. We focus our efforts on providing the
medically necessary care for our patients to achieve their desired
clinical outcomes. Prior to providing additional episodes of care, we
require the approval of an agency level, multidisciplinary care conference
and the approval of the patients’ attending
physician.
|
Our
recertifications increased 15,933 from 2008 to 2009, with 4,448 from our
base/start-up agencies and 11,485 from our acquisition agencies. The increase in
our base/start-up agencies was primarily related to a 15% internal
episodic-based recertification growth as a result of (a) the increasing acuity
of our patients, (b) the impact of our acquisition agencies moving into our base
agency classification after being owned for more than 12 months, (c) our opening
of start-up agencies and (d) our admissions growth.
The
following table summarizes our home health completed episodes:
|
For
the three-month period ended March 31, 2009
|
|
|||||||||||||||
|
Base/Start-ups
|
Acquisitions
|
Total
|
For
the three-month period ended
March
31, 2008
|
|||||||||||||
|
Completed
Episodes:
|
||||||||||||||||
|
Medicare
|
67,223 | 20,867 | 88,090 | 60,339 | ||||||||||||
|
Non-Medicare,
episodic-based
|
6,931 | 1,278 | 8,209 | 4,956 | ||||||||||||
| 74,154 | 22,145 | 96,299 | 65,295 | |||||||||||||
Cost
of Service, Excluding Depreciation and Amortization
Our
cost of service consists of the following expenses incurred by our clinical and
clerical personnel in our agencies:
|
|
•
|
salaries
and related benefits (including health care insurance and workers’
compensation insurance);
|
|
|
•
|
transportation
expenses (primarily reimbursed mileage at a standard rate);
and
|
|
|
•
|
supplies
and services expenses (including payments to contract
therapists).
|
The
following summarizes our cost of service, visit and cost per visit
information:
|
For
the three-month period ended March 31, 2009
|
|
|||||||||||||||
|
Base/Start-ups
|
Acquisitions
|
Total
|
For
the three-month period ended
March
31, 2008
|
|||||||||||||
|
Cost
of service (amounts in millions):
|
||||||||||||||||
|
Home
health
|
$ | 114.1 | $ | 39.4 | $ | 153.5 | $ | 92.6 | ||||||||
|
Hospice
|
8.9 | 2.6 | 11.5 | 8.2 | ||||||||||||
| $ | 123.0 | $ | 42.0 | $ | 165.0 | $ | 100.8 | |||||||||
|
Home
health:
|
||||||||||||||||
|
Visits
during the period:
|
||||||||||||||||
|
Medicare
|
1,284,457 | 388,220 | 1,672,677 | 1,083,310 | ||||||||||||
|
Non-Medicare,
episodic-based
|
127,781 | 22,107 | 149,888 | 90,876 | ||||||||||||
|
Total
episodic-based
|
1,412,238 | 410,327 | 1,822,565 | 1,174,186 | ||||||||||||
|
Non-Medicare
|
121,210 | 75,145 | 196,355 | 106,771 | ||||||||||||
| 1,533,448 | 485,472 | 2,018,920 | 1,280,957 | |||||||||||||
|
Home
health cost per visit (1)
|
$ | 74.45 | $ | 81.11 | $ | 76.05 | $ | 72.24 | ||||||||
|
(1)
|
We
calculate home health cost per visit as home health cost of service
divided by total home health visits during the
period.
|
Of
the $64.2 million increase in cost of service, $22.2 million is related to
increased costs in our base/start-up agencies and $42.0 million is related to
acquisitions. The $22.2 million in base/start-up business expenses consisted
primarily of $21.0 million related to salaries, taxes and benefits and $0.9
million related to travel and training.
Our
cost per visit increased from $72.24 in 2008 to $76.05 in 2009. The
primary reason for the increase relates to our 2008 acquired agencies, which
have higher wage indexes compared to our base agencies. Our 2008
acquired agencies are generally located in states that have higher labor costs
and have higher numbers of visiting staff, who typically are paid on a salary
basis compared to a per visit basis. We expect that our cost per
visit associated with our base/start-up agencies will increase in the remaining
quarters of 2009 as a majority of our 2008 acquired agencies will be categorized
as base agencies beginning in the second quarter of 2009. As we
transition the visiting staff to our pay per visit model, we expect for the cost
per visit associated with our base/start-up agencies to be more consistent with
our historical rates. Typically, acquired agencies take up to 18 to
24 months to reach the labor efficiencies of existing operations.
General
and Administrative Expenses, Provision for Doubtful Accounts, Depreciation and
Amortization and Other Expense, net
The
following table summarizes our general and administrative expenses, provision
for doubtful accounts, depreciation and amortization expense and other expense,
net (amounts in millions):
|
For
the three-month periods ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
General
and administrative expenses:
|
||||||||
|
Salaries
and benefits
|
$ | 73.0 | $ | 45.9 | ||||
|
Non-cash
compensation
|
2.1 | 1.1 | ||||||
|
Other
|
42.3 | 29.5 | ||||||
|
Provision
for doubtful accounts
|
6.2 | 3.6 | ||||||
|
Depreciation
and amortization
|
6.3 | 4.4 | ||||||
|
Other
expense, net
|
(2.6 | ) | (0.6 | ) | ||||
Salaries
and benefits increased $27.1 million, which consisted of an increase of
$10.1 million in base agency expenses and the inclusion of $13.8 million in
acquisition agency expenses and $3.2 million in start-up agency
expenses. These expenses primarily increased due to increased
personnel costs for our field administrative staff necessitated by our internal
growth and acquisitions.
Other
general and administrative expenses increased $12.8 million, which consisted of
an increase of $3.9 million in base agency expenses and the inclusion of
$6.6 million in acquisition agency expenses and $2.3 million in start-up
agency expenses. The $6.6 million in acquisition agency expenses and
the $2.3 million in start-up agency expenses were expenses incurred for the
supporting administration of these additional agencies. The $3.9
million increase in our base agency expenses primarily included an increase in
our corporate office expenses, which were necessitated by our continued
development of corporate infrastructure needed to support our growing number of
agencies and included $0.3 million in acquisition related transaction costs as
required by Statement of Financial Accounting Standards (“SFAS”) No. 141
(Revised), Business
Combinations, which we adopted on
January 1, 2009. Prior to January 1, 2009, we accounted for
acquisition related transaction costs in accordance with SFAS No. 141, Business Combinations, and as
a result, we included $2.3 million in such costs as part of goodwill at March
31, 2008.
Income
Tax Expense
The
following table summarizes our income tax expense and estimated income tax rate
(amounts in millions, except for estimated income tax rate):
|
For
the three-month periods ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Income
before income taxes
|
$ | 44.3 | $ | 27.2 | ||||
|
Income
tax (expense)
|
(17.3 | ) | (10.8 | ) | ||||
|
Estimated
income tax rate
|
39.0 | % | 39.6 | % | ||||
The
increase in income tax expense of $6.5 million is attributable to an increase in
income before income taxes which was offset by a decrease in the estimated
income tax rate. The decrease in the estimated income tax rate was primarily
attributable to the extension of Federal income tax credits created as a result
of Hurricanes Katrina, Rita and Wilma by The Emergency Economic Stabilization
Act of 2008.
LIQUIDITY
AND CAPITAL RESOURCES
Cash
Flows for Three-Month Period Ended March 31, 2009 Compared to the
Three-Month Period Ended March 31, 2008
The
following table summarizes our cash flows for the periods indicated (amounts in
millions):
|
For
the three-month periods ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Cash
provided by operating activities
|
$ | 54.5 | $ | 25.7 | ||||
|
Cash
(used in) investing activities
|
(15.1 | ) | (441.9 | ) | ||||
|
Cash
(used in) provided by financing activities
|
(16.6 | ) | 385.2 | |||||
|
Net
increase (decrease) in cash and cash equivalents
|
22.8 | (31.0 | ) | |||||
|
Cash
and cash equivalents at beginning of period
|
2.8 | 56.2 | ||||||
|
Cash
and cash equivalents at end of period
|
$ | 25.6 | $ | 25.2 | ||||
Cash
provided by operating activities increased $28.8 million during 2009 compared to
2008, primarily as a result of a changes in net income, patient accounts
receivable, accounts payable and accrued expenses, with patient accounts
receivable having the most significant impact during 2009 compared to
2008. See “Outstanding Patient Accounts Receivable” below for further
details on our change in outstanding patient accounts receivable.
Cash
used in investing activities decreased $426.8 million during 2009 compared to
2008. Our cash flow needs for our investing activities were greater
during the three-month period ended March 31, 2008 primarily due to our
acquisition of TLC and Family Home Health Care, Inc. & Comprehensive Home
Healthcare Services, Inc.
Cash
used in financing activities changed $401.8 million during 2009 compared to
2008, primarily due to a decrease of $380.0 million in proceeds from the
issuance of long-term obligations as a result of the debt incurred in connection
with the TLC acquisition during the three-month period ended March 31, 2008 and
an increase of $31.1 million in principal payments of our long-term obligations
during the three-month period ended March 31, 2009.
Liquidity
Typically,
our principal source of liquidity is the collection of our patient accounts
receivable, primarily through the Medicare program; however, from time to time,
we can and do obtain additional sources of liquidity through sales of our equity
or by incurrence of additional indebtedness. As of March 31, 2009, we had
$25.6 million in cash and cash equivalents, $165.6 million in availability under
our $250.0 million Revolving Credit Facility and the potential issuance of
$250.0 million of any combination of preferred and common stock, under our
effective shelf registration statement.
During
2009, we made $7.5 million in routine capital expenditures, which primarily
included equipment and furniture and computer software. Based on our
operating forecasts and our debt service requirements, we believe we will have
sufficient liquidity to fund our operations, capital requirements and debt
service requirements over the next twelve months and into the foreseeable
future.
As
we manage our liquidity needs to meet our operating forecasts, debt service
requirements and our acquisition and start-up activities, we are monitoring the
creditworthiness and solvency of our syndicate of banks that provide the
availability of credit under our Revolving Credit Facility as well as the status
of the overall equity and credit markets. This monitoring process has become
more critical over the past several quarters as several financial institutions
have either failed or have been acquired, there has been a severe lack of funds
in the credit markets and the equity market has seen significant decreases in
value and liquidity, as discussed in the risk factors incorporated herein by
reference. As of the date of this filing, we do not believe the availability of
funds under our Revolving Credit Facility is at risk; however, we continue to
monitor our syndicate of banks in light of the credit market conditions. If the
availability under our current Revolving Credit Facility decreases, we may need
to consider adjusting our strategy to meet our operating forecasts, debt service
requirements and acquisition and start-up activity needs.
Outstanding
Patient Accounts Receivable
Our
patient accounts receivable, net decreased $21.3 million from December 31, 2008
to March 31, 2009 primarily due to $361.5 million in cash collections, which was
offset by $341.8 million in net service revenue.
Our
days revenue outstanding, net at March 31, 2009 decreased 6.8 days to 40.4 from
December 31, 2008. During the three month-period ended March 31, 2009 we were
able to make significant progress on our outstanding accounts receivable
associated with our 2008 acquisitions, which inherently are subject to
regulatory and internal delays associated with the conversion
process. Additionally, our days revenue outstanding, net improved
during the three month-period ended March 31, 2009 due to a $19.8 million
increase in cash collections during the quarter as compared to the cash
collections during the three month-period ended December 31, 2008, which
included $7.8 million in payment delays for 2008 claims that were received in
2009, as further explained in our Form 10-K.
Our
patient accounts receivable includes unbilled receivables, which are aged based
upon our initial service date. At March 31, 2009, the unbilled patient accounts
receivable, as a percentage of gross patient accounts receivable, was 23.5%, or
$44.9 million compared to 23.0% or $48.3 million at December 31, 2008. We
monitor unbilled receivables on an agency by agency basis to ensure that all
efforts are made to bill claims within timely filing deadlines. The timely
filing deadlines vary by state for Medicaid and among insurance companies. As of
March 31, 2009, unbilled patient accounts receivable from agencies acquired
during the past twelve months was $14.4 million or 32.1% of our unbilled
accounts receivable.
Our
provision for estimated revenue adjustments (which is deducted from our service
revenue to determine net service revenue) and provision for doubtful accounts
was $8.2 million ($2.1 million in provision for estimated revenue adjustments
for Medicare claims and $6.1 million in provision for doubtful accounts) or
2.4% of net service revenue during the three-month period ended March 31, 2009
compared to $10.8 million ($2.3 million in provision for estimated revenue
adjustments for Medicare claims and $8.5 million in provision for doubtful
accounts) or 3.2% of net service revenue during the three-month period ended
December 31, 2008.
The
following schedule details our patient accounts receivable, net of estimated
revenue adjustments, by payor class, aged based upon initial date of service
(amounts in millions, except days revenue outstanding, net):
| 0-90 | 91-180 | 181-365 |
Over
365
|
Total
|
||||||||||||||||
|
At
March 31, 2009 (1):
|
||||||||||||||||||||
|
Medicare
patient accounts receivable, net (2)
|
$ | 83.3 | $ | 22.7 | $ | 8.1 | $ | 0.1 | $ | 114.2 | ||||||||||
|
Other
patient accounts receivable:
|
||||||||||||||||||||
|
Medicaid
|
6.1 | 4.4 | 4.4 | 3.3 | 18.2 | |||||||||||||||
|
Private
(3)
|
21.4 | 12.6 | 13.3 | 3.4 | 50.7 | |||||||||||||||
|
Total
|
$ | 27.5 | $ | 17.0 | $ | 17.7 | $ | 6.7 | $ | 68.9 | ||||||||||
|
Allowance
for doubtful accounts (4)
|
(28.7 | ) | ||||||||||||||||||
|
Non-Medicare
patient accounts receivable, net
|
$ | 40.2 | ||||||||||||||||||
|
Total
patient accounts receivable, net
|
$ | 154.4 | ||||||||||||||||||
|
Days
revenue outstanding, net (5)
|
40.4 | |||||||||||||||||||
| 0-90 | 91-180 | 181-365 |
Over
365
|
Total
|
||||||||||||||||
|
At
December 31, 2008 (1):
|
||||||||||||||||||||
|
Medicare
patient accounts receivable, net (2)
|
$ | 91.0 | $ | 30.2 | $ | 8.2 | $ | 0.3 | $ | 129.7 | ||||||||||
|
Other
patient accounts receivable:
|
||||||||||||||||||||
|
Medicaid
|
7.8 | 5.0 | 6.0 | 2.0 | 20.8 | |||||||||||||||
|
Private
(3)
|
21.0 | 14.4 | 14.2 | 2.7 | 52.3 | |||||||||||||||
|
Total
|
$ | 28.8 | $ | 19.4 | $ | 20.2 | $ | 4.7 | $ | 73.1 | ||||||||||
|
Allowance
for doubtful accounts (4)
|
(27.1 | ) | ||||||||||||||||||
|
Non-Medicare
patient accounts receivable, net
|
$ | 46.0 | ||||||||||||||||||
|
Total
patient accounts receivable, net
|
$ | 175.7 | ||||||||||||||||||
|
Days
revenue outstanding, net (5)
|
47.2 | |||||||||||||||||||
|
(1)
|
Our
patient accounts receivable include unbilled amounts of $44.9 million and
$48.3 million as of March 31, 2009 and December 31, 2008,
respectively, which have been aged based upon initial service
date. Additionally, we have fully provided for both our
Medicare and other patients accounts receivable that are aged over 360
days.
|
|
(2)
|
The
following table summarizes the activity and ending balances in our
estimated revenue adjustments (amounts in millions), which is recorded to
reduce our Medicare outstanding patient accounts receivable to their
estimated net realizable value, as we do not estimate an allowance for
doubtful accounts for our Medicare
claims.
|
|
For
the three-month period ended
March
31, 2009
|
For
the year-ended December 31, 2009
|
|||||||
|
Balance
at beginning of period
|
$ | 7.2 | $ | 3.6 | ||||
|
Provision
for estimated revenue adjustments
|
2.1 | 6.4 | ||||||
|
Write
offs
|
(1.7 | ) | (3.2 | ) | ||||
|
Acquired
through acquisitions
|
- | 0.4 | ||||||
|
Balance
at end of period
|
$ | 7.6 | $ | 7.2 | ||||
Our
estimated revenue adjustments were 6.2% and 5.3% of our outstanding Medicare
patient accounts receivable at March 31, 2009 and December 31, 2008,
respectively.
|
(3)
|
Private patient accounts
receivable include amounts due from other insurance carriers, including
Medicare Advantage programs, amounts due for co-payments and amounts due
for self-pay.
|
|
(4)
|
The
following table summarizes the activity and ending balances in our
allowance for doubtful accounts (amounts in millions), which is recorded
to reduce only our Medicaid and Private outstanding patient accounts
receivable to their estimated net realizable value, as we do not estimate
an allowance for doubtful accounts for our Medicare
claims.
|
|
For
the three-month period ended
March
31, 2009
|
For
the year-ended December 31, 2009
|
|||||||
|
Balance
at beginning of period
|
$ | 27.1 | $ | 13.0 | ||||
|
Provision
for doubtful accounts
|
6.1 | 24.0 | ||||||
|
Write
offs
|
(4.7 | ) | (13.1 | ) | ||||
|
Acquired
through acquisitions
|
0.2 | 3.2 | ||||||
|
Balance
at end of period
|
$ | 28.7 | $ | 27.1 | ||||
Our
allowance for doubtful accounts was 41.7% and 37.0% of our outstanding Medicaid
and Private patient accounts receivable at March 31, 2009 and December 31, 2008,
respectively.
|
(5)
|
Our
calculation of days revenue outstanding, net is derived by dividing our
ending net patient accounts receivable (i.e. net of estimated revenue
adjustments and allowance for doubtful accounts) at March 31, 2009 and
December 31, 2008 by our average daily net patient revenue for the
three-month periods ended March 31, 2009 and December 31, 2008,
respectively.
|
Indebtedness
Our
weighted-average interest rates for our five year Term Loan (the “Term Loan”)
and the $250.0 million, five year Revolving Credit Facility (the “Revolving
Credit Facility) were 2.6% and 1.7% for the three-month period ended March 31,
2009, respectively, compared to 5.7% for both for the same period in
2008. As of March 31, 2009, our total leverage ratio (used to compute
the margin and commitment fees, described in more detail in Note 5 of our Form
10-K) was 1.4, our fixed charge coverage ratio was 2.1 and we were in compliance
with the covenants associated with our long-term
obligations. As a result of the reduction in our leverage ratio
as of March 31, 2009, we expect a 25 basis point reduction in interest rates on
our variable rate debt in future periods.
The
following table presents our availability under our $250.0 million Revolving
Credit Facility as of March 31, 2009 (amounts in millions):
|
Total
Revolving Credit Facility
|
$ | 250.0 | ||
|
Less: outstanding
revolving credit loans
|
(73.5 | ) | ||
|
Less: outstanding
swingline loans
|
- | |||
|
Less: outstanding
letters of credit
|
(10.9 | ) | ||
|
Remaining
availability under the Revolving Credit Facility
|
$ | 165.6 |
See
Note 5 of our Form 10-K for additional details on our outstanding long-term
obligations.
Inflation
We
do not believe that inflation has significantly impacted our results of
operations.
Critical
Accounting Policies
See
Part II, Item 7 – Critical Accounting Policies and our consolidated
financial statements and related notes in Part IV, Item 15 of our Form
10-K, 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. These critical
accounting policies include revenue recognition; patient accounts receivable;
insurance; goodwill and intangible assets; and income taxes. There
have not been any changes to our significant accounting policies or their
application, thereof since our Form 10-K.
Primarily
as a result of our borrowings to effect the TLC acquisition, we are now exposed
to market risk from fluctuations in interest rates. Our Revolving Credit
Facility and Term Loan carry a floating interest rate which is tied to the
Eurodollar rate (i.e. LIBOR) and the Prime Rate and therefore, our condensed
consolidated statements of operations and the condensed consolidated statements
of cash flows will be exposed to changes in interest rates. As of March 31,
2009, our weighted-average interest rate for our Term Loan and our Revolving
Credit Facility was 2.6% and 1.7%, respectively. A 1.0% interest rate increase
would increase interest expense by approximately $1.9 million
annually.
Evaluation
of Disclosure Controls and Procedures
We
have established disclosure controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized,
disclosed and reported within the time periods specified in the SEC’s rules and
forms. This information is also accumulated and communicated to our management
and Board of Directors to allow timely decisions regarding required
disclosure.
In
connection with the preparation of this Quarterly Report on Form 10-Q, as of
March 31, 2009, under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of our disclosure
controls and procedures, as such term is defined under Rules 13a-15(e) and
15d-15(e) promulgated under the Exchange Act.
Based
on this evaluation, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures were effective as
of March 31, 2009, the end of the period covered by this Quarterly
Report.
Changes
in Internal Controls
There
have been no changes in our internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)) that have occurred during the quarter
ended March 31, 2009, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
See
Note 5 to the condensed consolidated financial statements for information
concerning our legal proceedings.
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 Form 10-K. 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
following table provides the information with respect to purchases made by us of
shares of our common stock during each of the months during the three-month
period ended March 31, 2009:
|
Period
|
(a)
Total Number of Shares (or Units) Purchased
|
(b)
Average Price Paid per Share (or Unit)
|
(c)
Total Number of Share (or Units) Purchased as Part of Publicly Announced
Plans or Programs
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May
Yet Be Purchased Under the Plans or Programs
|
||||||||||||
|
January
1, 2009 to January 31, 2009
|
- | $ | - | - | - | |||||||||||
|
February
1, 2009 to February 29, 2009
|
643 | (1) | $ | 49.60 | - | - | ||||||||||
|
March
1, 2009 to March 31, 2009
|
- | $ | - | - | - | |||||||||||
|
Total
|
643 | $ | 49.60 | - | - | |||||||||||
|
(1)
|
Represents
shares of common stock surrendered to us by certain employees to satisfy
tax withholding obligations in connection with the vesting of non-vested
stock previously awarded to such employees under our 2008 Omnibus
Incentive Compensation Plan.
|
None.
None.
The
exhibits marked with the cross symbol (†) are filed and the exhibits marked with
the double cross symbol (††) are furnished with this Form 10-Q. Any exhibits
marked with the asterisk symbol (*) are management contracts or
compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii)
of Regulation S-K.
|
Exhibit
Number
|
Document
Description
|
Report
or Registration Statement
|
SEC
File or
Registration
Number
|
Exhibit or
Other
Reference
|
||||
|
2.1
|
Purchase and Sale Agreement
dated February 18, 2008, by and among Amedisys, Inc., Amedisys TLC
Acquisition, L.L.C., TLC Health Services, Inc., TLC Holdings I, Corp.
(“Holdco”) and the securityholders of TLC and Holdco
|
The
Company’s Current Report on Form
8-K
filed on April 1, 2008
|
0-24260
|
2.1
|
||||
|
2.2
|
First
Amendment to Purchase and Sale Agreement dated March 25, 2008, by and
among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health
Services, Inc., Holdco and Arcapita Inc., as Sellers’ Representative on
behalf of the securityholders of TLC and Holdco
|
The
Company’s Current Report on Form
8-K
filed on April 1, 2008
|
0-24260
|
2.2
|
||||
|
3.1
|
Composite
of Certificate of Incorporation of the Company inclusive of all amendments
through June 14, 2007
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007
|
0-24260
|
3.1
|
||||
|
3.2
|
Composite
of By-Laws of the Company inclusive of all amendments through
October 25, 2007
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007
|
0-24260
|
3.2
|
||||
|
4.1
|
Common
Stock Specimen
|
The
Company’s Registration Statement on Form S-3 filed on August 20,
2007
|
333-145582
|
4.8
|
||||
|
4.2.1
|
Shareholder
Rights Agreement
|
The
Company’s Current Report on Form 8-K filed June 16, 2000, and the
Company’s Registration Statement on Form 8-A12G filed June 16,
2000
|
0-24260
|
4
|
||||
|
4.2.2
|
Amendment
No. 1 to Shareholder Rights Agreement, dated as of July 26,
2006
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2006
|
0-24260
|
4.1
|
||||
|
4.3
|
Note
Purchase Agreement dated March 25, 2008 among Amedisys, Inc., Amedisys
Holding, L.L.C. and the Purchasers identified on Schedule A thereto,
relating to the issuance and sale of (a) $35,000,000 aggregate principal
amount of their 6.07% Series A Senior Notes due March 25, 2013 (b)
$30,000,000 aggregate principal amount of their 6.28% Series B Senior
Notes due March 25, 2014 and (c) $35,000,000 aggregate principal amount of
their 6.49% Series C Senior Notes due March 25, 2015
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
4.4
|
Form
of Series A Note due March 25, 2013 (attached as Exhibit 1 to the Note
Purchase Agreement incorporated by reference as Exhibit 4.3
hereto)
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
4.5
|
Form
of Series B Note due March 25, 2014 (attached as Exhibit 2 to the Note
Purchase Agreement incorporated by reference as Exhibit 4.3
hereto)
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
4.6
|
Form
of Series C Note due March 25, 2015 (attached as Exhibit 3 to the Note
Purchase Agreement incorporated by reference as Exhibit 4.3
hereto)
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
10.1
|
Form
of Director Indemnification Agreement Dated February 12,
2009
|
The
Company’s Annual Report on Form 10-K for the year ended December 31,
2008
|
0-24260
|
10.1
|
||||
|
*10.2
|
Amended
and Restated Amedisys, Inc. Employee Stock Purchase Plan effective as of
January 1, 2009
|
The
Company’s Annual Report on Form 10- K for the year ended December 31,
2008
|
0-24260
|
10.2
|
||||
|
†31.1
|
||||||||
|
†31.2
|
|
††32.1
|
||||||||
|
††32.2
|
||||||||
|
††100.INS
|
XBRL
Instance
|
|||||||
|
††100.SCH
|
XBRL
Taxonomy Extension Schema
|
|||||||
|
††100.CAL
|
XBRL
Taxonomy Extension Calculation
|
|||||||
|
††100.LAB
|
XBRL
Taxonomy Extension Labels
|
|||||||
|
††100.PRE
|
XBRL
Taxonomy Extension Presentation
|
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 thereunto
duly authorized.
|
AMEDISYS, INC.
|
|
|
(Registrant)
|
|
|
By:
|
/s/
Dale E. Redman
|
|
Dale
E. Redman
|
|
|
Chief
Financial Officer and
Duly
Authorized Officer
|
|
DATE:
April 28, 2009
The exhibits marked with
the cross symbol (†) are filed and the exhibits marked with the double cross
symbol (††) are furnished with this Form 10-Q. Any exhibits marked with the
asterisk symbol (*) are management contracts or compensatory plans or
arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation
S-K.
|
Exhibit
Number
|
Document
Description
|
Report
or Registration Statement
|
SEC
File or
Registration
Number
|
Exhibit or
Other
Reference
|
||||
|
2.1
|
Purchase and Sale Agreement
dated February 18, 2008, by and among Amedisys, Inc., Amedisys TLC
Acquisition, L.L.C., TLC Health Services, Inc., TLC Holdings I, Corp.
(“Holdco”) and the securityholders of TLC and Holdco
|
The
Company’s Current Report on Form
8-K
filed on April 1, 2008
|
0-24260
|
2.1
|
||||
|
2.2
|
First
Amendment to Purchase and Sale Agreement dated March 25, 2008, by and
among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health
Services, Inc., Holdco and Arcapita Inc., as Sellers’ Representative on
behalf of the securityholders of TLC and Holdco
|
The
Company’s Current Report on Form
8-K
filed on April 1, 2008
|
0-24260
|
2.2
|
||||
|
3.1
|
Composite
of Certificate of Incorporation of the Company inclusive of all amendments
through June 14, 2007
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007
|
0-24260
|
3.1
|
||||
|
3.2
|
Composite
of By-Laws of the Company inclusive of all amendments through
October 25, 2007
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007
|
0-24260
|
3.2
|
||||
|
4.1
|
Common
Stock Specimen
|
The
Company’s Registration Statement on Form S-3 filed on August 20,
2007
|
333-145582
|
4.8
|
||||
|
4.2.1
|
Shareholder
Rights Agreement
|
The
Company’s Current Report on Form 8-K filed June 16, 2000, and the
Company’s Registration Statement on Form 8-A12G filed June 16,
2000
|
0-24260
|
4
|
||||
|
4.2.2
|
Amendment
No. 1 to Shareholder Rights Agreement, dated as of July 26,
2006
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2006
|
0-24260
|
4.1
|
||||
|
4.3
|
Note
Purchase Agreement dated March 25, 2008 among Amedisys, Inc., Amedisys
Holding, L.L.C. and the Purchasers identified on Schedule A thereto,
relating to the issuance and sale of (a) $35,000,000 aggregate principal
amount of their 6.07% Series A Senior Notes due March 25, 2013 (b)
$30,000,000 aggregate principal amount of their 6.28% Series B Senior
Notes due March 25, 2014 and (c) $35,000,000 aggregate principal amount of
their 6.49% Series C Senior Notes due March 25, 2015
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
4.4
|
Form
of Series A Note due March 25, 2013 (attached as Exhibit 1 to the Note
Purchase Agreement incorporated by reference as Exhibit 4.3
hereto)
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
4.5
|
Form
of Series B Note due March 25, 2014 (attached as Exhibit 2 to the Note
Purchase Agreement incorporated by reference as Exhibit 4.3
hereto)
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
4.6
|
Form
of Series C Note due March 25, 2015 (attached as Exhibit 3 to the Note
Purchase Agreement incorporated by reference as Exhibit 4.3
hereto)
|
The
Company’s Current Report on Form 8-K filed on April 1,
2008
|
0-24260
|
4.1
|
||||
|
10.1
|
Form
of Director Indemnification Agreement Dated February 12,
2009
|
The
Company’s Annual Report on Form 10-K for the year ended December 31,
2008
|
0-24260
|
10.1
|
||||
|
*10.2
|
Amended
and Restated Amedisys, Inc. Employee Stock Purchase Plan effective as of
January 1, 2009
|
The
Company’s Annual Report on Form 10- K for the year ended December 31,
2008
|
0-24260
|
10.2
|
||||
|
†31.1
|
||||||||
|
†31.2
|
|
††32.1
|
||||||||
|
††32.2
|
||||||||
|
††100.INS
|
XBRL
Instance
|
|||||||
|
††100.SCH
|
XBRL
Taxonomy Extension Schema
|
|||||||
|
††100.CAL
|
XBRL
Taxonomy Extension Calculation
|
|||||||
|
††100.LAB
|
XBRL
Taxonomy Extension Labels
|
|||||||
|
††100.PRE
|
XBRL
Taxonomy Extension Presentation
|
25