|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
11-3131700
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
The NASDAQ Global Select Market
|
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company ☐
|
|
|
Emerging growth company ☐
|
|
Period
|
Base Episode
Payment
|
||
January 1, 2016 through December 31, 2016
|
$
|
2,965
|
|
January 1, 2017 through December 31, 2017
|
$
|
2,990
|
|
January 1, 2018 through December 31, 2018
|
$
|
3,040
|
|
January 1, 2019 through December 31, 2019
|
$
|
3,154
|
|
•
|
Inpatient Cap
-
One cap limits the number of days of inpatient care an agency may provide to not more than 20 percent of its total patient care days. The daily Medicare payment rate for any inpatient days of service that exceed the cap is set at the routine home care rate, and the provider is required to reimburse Medicare for any amounts it receives in excess of the cap.
|
•
|
Overall Payment Cap
-
The other cap is an absolute dollar limit on the average annual payment per beneficiary a hospice agency can receive. This cap is calculated by the Medicare fiscal intermediary at the end of each hospice cap period to determine the maximum allowable payments per provider number. We estimate our potential cap exposure using information available for both inpatient day limits as well as per beneficiary cap amounts. The total cap amount for each provider is calculated by multiplying the number of beneficiaries electing hospice care during the period by a statutory amount that is indexed for inflation.
|
•
|
Coding –
Specified international classification of disease ("ICD") diagnosis codes are assigned to each of our patients based on their particular health conditions (such as diabetes, coronary artery disease or congestive heart failure). Because coding regulations are complex and are subject to frequent change, we maintain controls surrounding our coding process. To reduce associated risk of coding failures, we provide coding training and annual update training to clinical managers and provide training during orientation for new employees to ensure accurate information is gathered and provided to our coding team. For home health, we also provide monthly specialized coding education, obtain outside expert coding instruction, have certified clinician coders review all patient outcome and assessment information sets (“OASIS”) and assign the appropriate ICD code. Our electronic medical records system (Homecare Homebase) includes automated home health coding edits based on pre-defined compliance metrics.
|
•
|
Clinical Operations –
Regulatory requirements allow patients to be eligible for home health care benefits if they are considered homebound and require skilled nursing, physical therapy or speech therapy services. These clinical services may include: educating the patient about their disease, assessment and observation of disease status, delivery of clinical skills such as wound care, administration of injections or intravenous fluids, management and evaluation of a patient’s plan of care, physical therapy services to assist patients with functional limitations and speech therapy services for speech or swallowing disorders. Patients eligible for hospice care are terminally ill (with a life expectancy of six months or less if the illness runs its normal course). Our hospice program provides care and support to our patients and their families with services including physical care, counseling, medication management and needed equipment and supplies for the terminal illness and related condition. To help monitor and promote compliance with regulatory requirements, we provide education on Medicare Guidelines for Coverage and Conditions of Participation, hold recurrent homecare regulatory education, utilize outside expert regulatory services, and have a toll-free hotline to offer additional assistance.
|
•
|
Billing –
We maintain controls over our billing processes to help promote accurate and complete billing. To promote the accuracy and completeness of our billing, we have annual billing compliance testing; use formalized billing attestations; limit access to billing systems; use automated daily billing operational indicators; and take prompt corrective action with employees who knowingly fail to follow our billing policies and procedures in accordance with a well-publicized “Zero Tolerance Policy.”
|
•
|
Patient Recertification –
In order to be recertified for an additional episode of care, a patient must continue to meet qualifying criteria and have a continuing medical need. Changes in the patient’s condition may require changes to the patient’s medical regimen or modified care protocols within the episode of care. The patient’s progress towards established goals is evaluated prior to recertification. As with the initial episode of care, a recertification requires orders from the patient’s physician. Before any employee recommends recertification to a physician, we conduct a care center level, multidisciplinary care team conference. Specific tools are used to ensure that the patient continues to meet coverage criteria prior to recertifying.
|
•
|
Compliance –
We develop, implement and maintain ethics and compliance programs as a component of the centralized corporate services provided to our home health, hospice and personal-care care centers. Our ethics and compliance program includes a Code of Conduct for our employees, officers, directors, contractors and affiliates and a disclosure program for reporting regulatory or ethical concerns to our compliance team through a confidential hotline, which is augmented by exit interviews of departing employees. We promote a culture of compliance within our company through educational presentations, regular newsletters and persistent messaging from our senior leadership to our employees stressing the importance of strict compliance with legal requirements and company policies and procedures. Additionally, we have mandatory compliance training and testing for all new employees upon hire and annually for all staff thereafter. We also maintain a robust compliance audit program focusing on key risk areas.
|
•
|
licensure and certification;
|
•
|
adequacy and quality of health care services;
|
•
|
qualifications of health care and support personnel;
|
•
|
quality and safety of medical equipment;
|
•
|
confidentiality, maintenance and security issues associated with medical records and claims processing;
|
•
|
relationships with physicians and other referral sources;
|
•
|
operating policies and procedures;
|
•
|
emergency preparedness risk assessments and policies and procedures;
|
•
|
policies and procedures regarding employee relations;
|
•
|
addition of facilities and services;
|
•
|
billing for services;
|
•
|
requirements for utilization of services;
|
•
|
documentation required for billing and patient care; and
|
•
|
reporting and maintaining records regarding adverse events.
|
•
|
increasing our administrative and other costs;
|
•
|
increasing or decreasing mandated services;
|
•
|
causing us to abandon business opportunities we might have otherwise pursued;
|
•
|
decreasing utilization of services;
|
•
|
forcing us to restructure our relationships with referral sources and providers; or
|
•
|
requiring us to implement additional or different programs and systems.
|
•
|
required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs or from private payors;
|
•
|
state or federal agencies imposing fines, penalties and other sanctions on us;
|
•
|
loss of our right to participate in the Medicare program, state programs, or one or more private payor networks; or
|
•
|
damage to our business and reputation in various markets.
|
•
|
it could require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, which could reduce the availability of cash flow to fund acquisitions, start-ups, working capital, capital expenditures and other general corporate purposes;
|
•
|
it could limit our ability to borrow money or sell stock for working capital, capital expenditures, debt service requirements and other purposes;
|
•
|
it could limit our flexibility in planning for, and reacting to, changes in our industry or business;
|
•
|
it could make us more vulnerable to unfavorable economic or business conditions; and
|
•
|
it could limit our ability to make acquisitions or take advantage of other business opportunities.
|
•
|
incur additional debt;
|
•
|
redeem or repurchase stock, pay dividends or make other distributions;
|
•
|
make certain investments;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
make acquisitions;
|
•
|
enter into joint ventures;
|
•
|
merge or consolidate;
|
•
|
invest in foreign subsidiaries;
|
•
|
amend acquisition documents;
|
•
|
enter into certain swap agreements;
|
•
|
make certain restricted payments;
|
•
|
transfer, sell or leaseback assets; and
|
•
|
make fundamental changes in our corporate existence and principal business.
|
•
|
our operating and financial performance;
|
•
|
variances in our quarterly financial results compared to research analyst expectations;
|
•
|
the depth and liquidity of the market for our common stock;
|
•
|
future purchases or sales of common stock by the Company or large stockholders or the perception that such purchases or sales could occur;
|
•
|
investor, analyst and media perception of our business and our prospects;
|
•
|
developments relating to litigation or governmental investigations;
|
•
|
changes or proposed changes in health care laws or regulations or enforcement of these laws and regulations, or announcements relating to these matters;
|
•
|
departure of key personnel;
|
•
|
changes in the Medicare, Medicaid and private insurance payment rates for home health and hospice;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; or
|
•
|
general economic and stock market conditions.
|
|
As of December 31, 2018
|
|
Common stock outstanding
|
31,973,505
|
|
Preferred stock outstanding
|
—
|
|
Common stock available under 2018 Omnibus Incentive Compensation Plan
|
2,350,831
|
|
Stock options outstanding
|
833,315
|
|
Stock options exercisable
|
462,845
|
|
Non-vested stock outstanding
|
14,904
|
|
Non-vested stock units outstanding
|
467,077
|
|
State
|
|
Home Health
|
|
Hospice
|
|
Personal Care
|
|
State
|
|
Home Health
|
|
Hospice
|
|
Personal Care
|
||||||
Alabama
|
|
30
|
|
|
7
|
|
|
—
|
|
|
New Jersey
|
|
2
|
|
|
1
|
|
|
—
|
|
Arkansas
|
|
5
|
|
|
—
|
|
|
—
|
|
|
New York
|
|
5
|
|
|
—
|
|
|
—
|
|
Arizona
|
|
3
|
|
|
1
|
|
|
—
|
|
|
New Hampshire
|
|
3
|
|
|
3
|
|
|
—
|
|
California
|
|
4
|
|
|
—
|
|
|
—
|
|
|
North Carolina
|
|
8
|
|
|
6
|
|
|
—
|
|
Connecticut
|
|
4
|
|
|
1
|
|
|
—
|
|
|
Ohio
|
|
1
|
|
|
2
|
|
|
—
|
|
Delaware
|
|
2
|
|
|
—
|
|
|
—
|
|
|
Oklahoma
|
|
6
|
|
|
—
|
|
|
—
|
|
Florida
|
|
20
|
|
|
—
|
|
|
1
|
|
|
Oregon
|
|
3
|
|
|
1
|
|
|
—
|
|
Georgia
|
|
62
|
|
|
6
|
|
|
—
|
|
|
Pennsylvania
|
|
7
|
|
|
6
|
|
|
—
|
|
Illinois
|
|
3
|
|
|
—
|
|
|
—
|
|
|
Rhode Island
|
|
1
|
|
|
2
|
|
|
—
|
|
Indiana
|
|
5
|
|
|
1
|
|
|
—
|
|
|
South Carolina
|
|
20
|
|
|
7
|
|
|
—
|
|
Kansas
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Tennessee
|
|
43
|
|
|
11
|
|
|
1
|
|
Kentucky
|
|
17
|
|
|
—
|
|
|
—
|
|
|
Texas
|
|
1
|
|
|
1
|
|
|
—
|
|
Louisiana
|
|
10
|
|
|
4
|
|
|
—
|
|
|
Virginia
|
|
13
|
|
|
2
|
|
|
—
|
|
Massachusetts
|
|
5
|
|
|
9
|
|
|
10
|
|
|
Washington
|
|
1
|
|
|
—
|
|
|
—
|
|
Maine
|
|
2
|
|
|
4
|
|
|
—
|
|
|
West Virginia
|
|
11
|
|
|
6
|
|
|
—
|
|
Maryland
|
|
8
|
|
|
2
|
|
|
—
|
|
|
Wisconsin
|
|
1
|
|
|
—
|
|
|
—
|
|
Mississippi
|
|
9
|
|
|
—
|
|
|
—
|
|
|
Washington, D.C.
|
|
1
|
|
|
—
|
|
|
—
|
|
Missouri
|
|
6
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
323
|
|
|
84
|
|
|
12
|
|
Period
|
|
(a)
Total Number
of Shares (or Units)
Purchased
|
|
|
(b)
Average Price
Paid per Share (or Unit)
|
|
(c)
Total Number of
Shares (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
|
||||||
October 1, 2018 to October 31, 2018
|
2,025
|
|
|
|
$
|
115.10
|
|
|
—
|
|
|
$
|
—
|
|
|
November 1, 2018 to November 30, 2018
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
December 1, 2018 to December 31, 2018
|
7,379
|
|
|
|
124.24
|
|
|
—
|
|
|
—
|
|
|||
|
|
9,404
|
|
(1)
|
|
$
|
122.27
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes 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.
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||||
Amedisys, Inc.
|
$
|
100.00
|
|
|
$
|
200.62
|
|
|
$
|
268.76
|
|
|
$
|
291.39
|
|
|
$
|
360.29
|
|
|
$
|
800.48
|
|
NASDAQ Composite
|
$
|
100.00
|
|
|
$
|
114.62
|
|
|
$
|
122.81
|
|
|
$
|
133.19
|
|
|
$
|
172.11
|
|
|
$
|
165.84
|
|
2018 Peer Group
|
$
|
100.00
|
|
|
$
|
123.58
|
|
|
$
|
137.25
|
|
|
$
|
159.62
|
|
|
$
|
201.35
|
|
|
$
|
259.78
|
|
2017 Peer Group
|
$
|
100.00
|
|
|
$
|
129.70
|
|
|
$
|
188.39
|
|
|
$
|
190.10
|
|
|
$
|
254.78
|
|
|
$
|
390.52
|
|
|
2018
|
|
2017 (2)
|
|
2016 (3)
|
|
2015 (4)
|
|
2014 (5)
|
||||||||||
|
(Amounts in thousands, except per share data)
|
||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net service revenue from continuing operations (1)
|
$
|
1,662,578
|
|
|
$
|
1,511,272
|
|
|
$
|
1,419,261
|
|
|
$
|
1,266,489
|
|
|
$
|
1,188,111
|
|
Operating income (loss) from continuing operations
|
$
|
155,148
|
|
|
$
|
78,524
|
|
|
$
|
57,340
|
|
|
$
|
(9,166
|
)
|
|
$
|
24,047
|
|
Net income (loss) from continuing operations attributable to Amedisys, Inc.
|
$
|
119,346
|
|
|
$
|
30,301
|
|
|
$
|
37,261
|
|
|
$
|
(3,021
|
)
|
|
$
|
12,992
|
|
Net income (loss) from continuing operations attributable to Amedisys, Inc. per basic share
|
$
|
3.64
|
|
|
$
|
0.90
|
|
|
$
|
1.12
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.40
|
|
Net income (loss) from continuing operations attributable to Amedisys, Inc. per diluted share
|
$
|
3.55
|
|
|
$
|
0.88
|
|
|
$
|
1.10
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.40
|
|
(1)
|
Net service revenue has been recast to present our retrospective adoption of Accounting Standards Update ("ASU") 2014-09,
Revenue from Contracts with Customers (Topic 606)
and ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
.
|
(2)
|
During 2017, we recorded charges related to the Securities Class Action Lawsuit settlement, net and related legal fees in the amount of $29.8 million ($18.1 million, net of tax). Additionally, we recorded a charge in the amount of $21.4 million as the result of H.R. 1 (Tax Cuts and Jobs Act) enacted on December 22, 2017.
|
(3)
|
During 2016, we recorded charges related to Homecare Homebase (“HCHB”) implementation costs in the amount of $8.4 million ($5.1 million, net of tax) and recognized a non-cash charge to write off assets as a result of our conversion to the HCHB platform in the amount of $4.4 million ($2.7 million, net of tax).
|
(4)
|
During 2015, we recorded non-cash charges to write off the software costs incurred related to the development of AMS3 Home Health and Hospice in the amount of $75.2 million ($45.5 million, net of tax) and to reduce the carrying value of our corporate headquarters in the amount of $2.1 million ($1.2 million, net of tax).
|
(5)
|
During 2014, we recorded charges for relators’ fees and exit and restructuring activity in the amount of $13.9 million ($8.5 million, net of tax) and recognized non-cash other intangibles impairment charges of $3.1 million ($2.0 million, net of tax).
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (1)
|
$
|
717,118
|
|
|
$
|
813,482
|
|
|
$
|
734,029
|
|
|
$
|
681,715
|
|
|
$
|
666,956
|
|
Total debt, including current portion (1)
|
$
|
7,387
|
|
|
$
|
88,841
|
|
|
$
|
93,029
|
|
|
$
|
96,630
|
|
|
$
|
113,586
|
|
Total Amedisys, Inc. stockholders’ equity
|
$
|
481,582
|
|
|
$
|
515,321
|
|
|
$
|
460,203
|
|
|
$
|
409,568
|
|
|
$
|
397,167
|
|
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Total assets and Total debt, including current portion have been recast to present our retrospective adoption of Accounting Standards Update 2015-03,
Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
.
|
|
Home Health
|
|
Hospice
|
|
Personal Care
|
|||
At December 31, 2015
|
332
|
|
|
81
|
|
|
—
|
|
Acquisitions/Start-Ups
|
1
|
|
|
—
|
|
|
14
|
|
Closed/Consolidated
|
(3
|
)
|
|
—
|
|
|
—
|
|
At December 31, 2016
|
330
|
|
|
81
|
|
|
14
|
|
Acquisitions/Start-Ups
|
3
|
|
|
2
|
|
|
7
|
|
Closed/Consolidated
|
(10
|
)
|
|
—
|
|
|
(6
|
)
|
At December 31, 2017
|
323
|
|
|
83
|
|
|
15
|
|
Acquisitions/Start-Ups
|
1
|
|
|
1
|
|
|
1
|
|
Closed/Consolidated
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
At December 31, 2018
|
323
|
|
|
84
|
|
|
12
|
|
•
|
Continued to deliver on our goal of clinical distinction with 94% of our care centers at 4+ Stars in the January 2019 Home Health Compare ("HHC") release.
|
•
|
Lowered company voluntary turnover rate to 20%.
|
•
|
Expanded home health gross margin as a percentage of revenue by 40 basis points.
|
•
|
Signed a definitive agreement to acquire Compassionate Care Hospice, the 8th largest hospice provider in the United States (subsequently closed on February 1, 2019).
|
•
|
Invested in Medalogix, a predictive data and analytics company, helping to further optimize our current business and enabling us to work more closely with Medicare Advantage payors.
|
•
|
Acquired the assets of Bring Care Home and East Tennessee Personal Care Services, further solidifying our position as the largest personal care provider in Massachusetts and establishing our presence in Tennessee.
|
•
|
Increased total revenue 10% and operating income 98%.
|
•
|
Exceeded 7,800 in hospice average daily census.
|
•
|
Continue our commitment to clinical distinction with a goal of all care centers achieving a 4.0 Quality Star Rating.
|
•
|
Focus on recruitment and retention of world class employees while fostering a culture of engagement to become the employer of choice in the industry.
|
•
|
Continue to reduce voluntary turnover, specifically within our registered nurse ("RN") cohort.
|
•
|
Implement pay practice changes and staffing model efficiencies to further drive operational excellence.
|
•
|
Invest in the business to prepare ourselves for the Patient-Driven Groupings Model ("PDGM").
|
•
|
Continue to build on our industry-leading hospice platform by exploring various growth opportunities including small and large acquisitions and denovos.
|
•
|
Partner with innovative companies to drive new payment arrangements and new product offerings for Medicare Advantage payors.
|
•
|
Continue to focus on organic growth (denovos) and inorganic expansion in all three segments.
|
|
Home Health
|
|
Hospice
|
||||||||||||||
|
2019 (1)
|
|
2018 (2)
|
|
2017
|
|
2019 (3)
|
|
2018
|
|
2017
|
||||||
Market Basket Update
|
3.0
|
%
|
|
1.0
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|
1.0
|
%
|
|
2.7
|
%
|
Rebasing
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
50/50 Blend of Wage Index
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nominal Case Mix Adjustment
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
PPACA Adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
Budget Neutrality Adjustment Factor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Productivity Adjustment
|
(0.8
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(0.3
|
)
|
Estimated Industry Impact
|
2.2
|
%
|
|
0.1
|
%
|
|
(0.7
|
)%
|
|
1.8
|
%
|
|
1.0
|
%
|
|
2.1
|
%
|
Estimated Company-Specific Impact
(4)
|
1.2
|
%
|
|
(0.7
|
)%
|
|
(2.0
|
)%
|
|
1.6
|
%
|
|
1.0
|
%
|
|
2.0
|
%
|
(1)
|
Effective for episodes scheduled to be completed on or after January 1, 2019.
|
(2)
|
Includes the targeted extension of the home health rural add-on payment from the Bipartisan Budget Act of 2018.
|
(3)
|
Effective for services provided from October 1, 2018 to September 30, 2019.
|
(4)
|
Our company-specific impact of the final rules differs depending on differences in the wage index and the impact of coding and outlier changes.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net service revenue
|
$
|
1,662.6
|
|
|
$
|
1,511.3
|
|
|
$
|
1,419.3
|
|
Gross margin, excluding depreciation and amortization
|
669.7
|
|
|
607.9
|
|
|
584.8
|
|
|||
% of revenue
|
40.3
|
%
|
|
40.2
|
%
|
|
41.2
|
%
|
|||
Other operating expenses
|
514.6
|
|
|
499.4
|
|
|
523.1
|
|
|||
% of revenue
|
30.9
|
%
|
|
33.0
|
%
|
|
36.9
|
%
|
|||
Securities Class Action Lawsuit settlement, net
|
—
|
|
|
28.7
|
|
|
—
|
|
|||
Asset impairment charge
|
—
|
|
|
1.3
|
|
|
4.4
|
|
|||
Operating income
|
155.1
|
|
|
78.5
|
|
|
57.3
|
|
|||
Total other income, net
|
3.8
|
|
|
2.3
|
|
|
4.2
|
|
|||
Income tax expense
|
(38.8
|
)
|
|
(50.1
|
)
|
|
(23.9
|
)
|
|||
Effective income tax rate
|
24.4
|
%
|
|
62.0
|
%
|
|
38.9
|
%
|
|||
Net income
|
120.1
|
|
|
30.7
|
|
|
37.6
|
|
|||
Net income attributable to noncontrolling interests
|
(0.8
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Net income attributable to Amedisys, Inc.
|
$
|
119.3
|
|
|
$
|
30.3
|
|
|
$
|
37.3
|
|
|
For the Years Ended
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Interest income
|
$
|
0.3
|
|
|
$
|
0.1
|
|
Interest expense
|
(7.4
|
)
|
|
(5.0
|
)
|
||
Equity in earnings from equity method investments
|
7.7
|
|
|
3.4
|
|
||
Miscellaneous, net
|
3.2
|
|
|
3.8
|
|
||
|
$
|
3.8
|
|
|
$
|
2.3
|
|
|
For the Years Ended
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Interest income
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest expense
|
(5.0
|
)
|
|
(5.2
|
)
|
||
Equity in earnings from equity method investments
|
3.4
|
|
|
5.6
|
|
||
Miscellaneous, net
|
3.8
|
|
|
3.7
|
|
||
|
$
|
2.3
|
|
|
$
|
4.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Financial Information
(in millions)
:
|
|
|
|
|
|
||||||
Medicare
|
$
|
830.8
|
|
|
$
|
793.3
|
|
|
$
|
822.4
|
|
Non-Medicare
|
343.7
|
|
|
290.6
|
|
|
249.3
|
|
|||
Net service revenue
|
1,174.5
|
|
|
1,083.9
|
|
|
1,071.7
|
|
|||
Cost of service
|
722.1
|
|
|
670.9
|
|
|
643.7
|
|
|||
Gross margin
|
452.4
|
|
|
413.0
|
|
|
428.0
|
|
|||
Asset impairment charge
|
—
|
|
|
1.3
|
|
|
—
|
|
|||
Other operating expenses
|
279.8
|
|
|
281.9
|
|
|
289.4
|
|
|||
Operating income
|
$
|
172.6
|
|
|
$
|
129.8
|
|
|
$
|
138.6
|
|
Same Store Growth (1):
|
|
|
|
|
|
||||||
Medicare revenue
|
6
|
%
|
|
(4
|
%)
|
|
2
|
%
|
|||
Non-Medicare revenue
|
18
|
%
|
|
17
|
%
|
|
3
|
%
|
|||
Total admissions
|
5
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Total volume (2)
|
7
|
%
|
|
4
|
%
|
|
2
|
%
|
|||
Total Episodic admissions (3)
|
4
|
%
|
|
1
|
%
|
|
4
|
%
|
|||
Total Episodic volume (4)
|
5
|
%
|
|
3
|
%
|
|
3
|
%
|
|||
Key Statistical Data - Total (5):
|
|
|
|
|
|
||||||
Medicare:
|
|
|
|
|
|
||||||
Admissions
|
190,748
|
|
|
190,132
|
|
|
194,662
|
|
|||
Recertifications
|
112,773
|
|
|
106,774
|
|
|
103,193
|
|
|||
Total volume
|
303,521
|
|
|
296,906
|
|
|
297,855
|
|
|||
|
|
|
|
|
|
||||||
Completed episodes
|
296,223
|
|
|
290,227
|
|
|
289,862
|
|
|||
Visits
|
5,261,315
|
|
|
5,067,436
|
|
|
5,124,002
|
|
|||
Average revenue per completed episode (6)
|
$
|
2,854
|
|
|
$
|
2,823
|
|
|
$
|
2,839
|
|
Visits per completed episode (7)
|
17.6
|
|
|
17.3
|
|
|
17.5
|
|
|||
Non-Medicare:
|
|
|
|
|
|
||||||
Admissions
|
118,577
|
|
|
107,665
|
|
|
98,448
|
|
|||
Recertifications
|
55,736
|
|
|
46,364
|
|
|
38,618
|
|
|||
Total volume
|
174,313
|
|
|
154,029
|
|
|
137,066
|
|
|||
Visits
|
2,772,339
|
|
|
2,347,363
|
|
|
2,050,975
|
|
|||
Total (5):
|
|
|
|
|
|
||||||
Visiting Clinician Cost per Visit
|
$
|
81.88
|
|
|
$
|
82.04
|
|
|
$
|
81.18
|
|
Clinical Manager Cost per Visit
|
$
|
8.01
|
|
|
$
|
8.44
|
|
|
$
|
8.53
|
|
Total Cost per Visit
|
$
|
89.89
|
|
|
$
|
90.48
|
|
|
$
|
89.71
|
|
Visits
|
8,033,654
|
|
|
7,414,799
|
|
|
7,174,977
|
|
(1)
|
Same store information represents the percent increase (decrease) in our Medicare, Non-Medicare, Total and Episodic revenue, admissions or volume for the period as a percent of the Medicare, Non-Medicare, Total and Episodic revenue, admissions or volume of the prior period.
|
(2)
|
Total volume includes all admissions and recertifications.
|
(3)
|
Total Episodic admissions includes admissions for Medicare and Non-Medicare payors that bill on a 60-day episode of care basis.
|
(4)
|
Total Episodic volume includes admissions and recertifications for Medicare and Non-Medicare payors that bill on a 60-day episode of care basis.
|
(5)
|
Total includes acquisitions.
|
(6)
|
Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care.
|
(7)
|
Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes completed during the period.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Financial Information
(in millions):
|
|
|
|
|
|
||||||
Medicare
|
$
|
390.2
|
|
|
$
|
350.7
|
|
|
$
|
297.7
|
|
Non-Medicare
|
20.7
|
|
|
17.1
|
|
|
14.2
|
|
|||
Net service revenue
|
410.9
|
|
|
367.8
|
|
|
311.9
|
|
|||
Cost of service
|
212.0
|
|
|
187.5
|
|
|
164.5
|
|
|||
Gross margin
|
198.9
|
|
|
180.3
|
|
|
147.4
|
|
|||
Other operating expenses
|
85.7
|
|
|
77.5
|
|
|
71.5
|
|
|||
Operating income
|
$
|
113.2
|
|
|
$
|
102.8
|
|
|
$
|
75.9
|
|
Same Store Growth (1):
|
|
|
|
|
|
||||||
Medicare revenue
|
11
|
%
|
|
17
|
%
|
|
15
|
%
|
|||
Non-Medicare revenue
|
21
|
%
|
|
20
|
%
|
|
(16
|
%)
|
|||
Hospice admissions
|
8
|
%
|
|
11
|
%
|
|
17
|
%
|
|||
Average daily census
|
11
|
%
|
|
15
|
%
|
|
16
|
%
|
|||
Key Statistical Data - Total (2):
|
|
|
|
|
|
||||||
Hospice admissions
|
27,596
|
|
|
25,381
|
|
|
22,526
|
|
|||
Average daily census
|
7,588
|
|
|
6,820
|
|
|
5,912
|
|
|||
Revenue per day, net
|
$
|
148.36
|
|
|
$
|
147.75
|
|
|
$
|
144.11
|
|
Cost of service per day
|
$
|
76.53
|
|
|
$
|
75.31
|
|
|
$
|
75.97
|
|
Average discharge length of stay
|
100
|
|
|
93
|
|
|
96
|
|
(1)
|
Same store information represents the percent increase (decrease) in our Medicare and Non-Medicare revenue, Hospice admissions or average daily census for the period as a percent of the Medicare and Non-Medicare revenue, Hospice admissions or average daily census of the prior period.
|
(2)
|
Total includes acquisitions.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Financial Information
(in millions):
|
|
|
|
|
|
||||||
Medicare
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-Medicare
|
77.2
|
|
|
59.6
|
|
|
35.7
|
|
|||
Net service revenue
|
77.2
|
|
|
59.6
|
|
|
35.7
|
|
|||
Cost of service
|
58.8
|
|
|
45.0
|
|
|
26.3
|
|
|||
Gross margin
|
18.4
|
|
|
14.6
|
|
|
9.4
|
|
|||
Other operating expenses
|
13.1
|
|
|
9.7
|
|
|
5.8
|
|
|||
Operating income
|
$
|
5.3
|
|
|
$
|
4.9
|
|
|
$
|
3.6
|
|
Key Statistical Data:
|
|
|
|
|
|
||||||
Billable hours
|
3,248,304
|
|
|
2,604,794
|
|
|
1,539,093
|
|
|||
Clients served
|
17,981
|
|
|
16,774
|
|
|
10,219
|
|
|||
Shifts
|
1,468,541
|
|
|
1,195,511
|
|
|
696,956
|
|
|||
Revenue per hour
|
23.75
|
|
|
22.86
|
|
|
23.22
|
|
|||
Revenue per shift
|
52.54
|
|
|
49.80
|
|
|
51.29
|
|
|||
Hours per shift
|
2.2
|
|
|
2.2
|
|
|
2.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Financial Information
(in millions):
|
|
|
|
|
|
||||||
Other operating expenses
|
$
|
127.6
|
|
|
$
|
117.8
|
|
|
$
|
144.0
|
|
Depreciation and amortization
|
8.4
|
|
|
12.5
|
|
|
12.4
|
|
|||
Total operating expenses before asset impairment charge and Securities Class Action Lawsuit settlement, net
|
$
|
136.0
|
|
|
$
|
130.3
|
|
|
$
|
156.4
|
|
Asset impairment charge
|
—
|
|
|
—
|
|
|
4.4
|
|
|||
Securities Class Action Lawsuit settlement, net
|
—
|
|
|
28.7
|
|
|
—
|
|
|||
Total operating expenses
|
$
|
136.0
|
|
|
$
|
159.0
|
|
|
$
|
160.8
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by operating activities
|
$
|
223.5
|
|
|
$
|
105.7
|
|
|
$
|
62.2
|
|
Cash used in investing activities
|
(22.2
|
)
|
|
(44.0
|
)
|
|
(52.0
|
)
|
|||
Cash used in financing activities
|
(267.4
|
)
|
|
(5.5
|
)
|
|
(7.5
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(66.1
|
)
|
|
56.2
|
|
|
2.7
|
|
|||
Cash and cash equivalents at beginning of period
|
86.4
|
|
|
30.2
|
|
|
27.5
|
|
|||
Cash and cash equivalents at end of period
|
$
|
20.2
|
|
|
$
|
86.4
|
|
|
$
|
30.2
|
|
|
0-90
|
|
91-180
|
|
181-365
|
|
Over 365
|
|
Total
|
||||||||||
At December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Medicare patient accounts receivable
|
$
|
95.5
|
|
|
$
|
8.1
|
|
|
$
|
1.0
|
|
|
$
|
1.8
|
|
|
$
|
106.4
|
|
Other patient accounts receivable:
|
|
|
|
|
|
|
|
|
|
||||||||||
Medicaid
|
13.1
|
|
|
2.7
|
|
|
1.1
|
|
|
—
|
|
|
16.9
|
|
|||||
Private
|
51.3
|
|
|
6.7
|
|
|
4.4
|
|
|
3.3
|
|
|
65.7
|
|
|||||
Total
|
$
|
64.4
|
|
|
$
|
9.4
|
|
|
$
|
5.5
|
|
|
$
|
3.3
|
|
|
$
|
82.6
|
|
Total patient accounts receivable
|
|
|
|
|
|
|
|
|
$
|
189.0
|
|
||||||||
Days revenue outstanding (1)
|
|
|
|
|
|
|
|
|
38.0
|
|
|
0-90
|
|
91-180
|
|
181-365
|
|
Over 365
|
|
Total
|
||||||||||
At December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Medicare patient accounts receivable
|
$
|
95.9
|
|
|
$
|
16.1
|
|
|
$
|
6.6
|
|
|
$
|
0.6
|
|
|
$
|
119.2
|
|
Other patient accounts receivable:
|
|
|
|
|
|
|
|
|
|
||||||||||
Medicaid
|
13.8
|
|
|
3.2
|
|
|
1.3
|
|
|
(1.1
|
)
|
|
17.2
|
|
|||||
Private
|
51.0
|
|
|
7.5
|
|
|
4.1
|
|
|
2.2
|
|
|
64.8
|
|
|||||
Total
|
$
|
64.8
|
|
|
$
|
10.7
|
|
|
$
|
5.4
|
|
|
$
|
1.1
|
|
|
$
|
82.0
|
|
Total patient accounts receivable
|
|
|
|
|
|
|
|
|
$
|
201.2
|
|
||||||||
Days revenue outstanding (1)
|
|
|
|
|
|
|
|
|
44.0
|
|
(1)
|
Our calculation of days revenue outstanding, net is derived by dividing our ending net patient accounts receivable at
December 31, 2018
and
2017
by our average daily net patient revenue for the three-month periods ended
December 31, 2018
and
2017
, respectively.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
4-5
Years
|
|
After
5 Years
|
||||||||||
Long-term obligations
|
$
|
8.6
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
7.5
|
|
|
$
|
—
|
|
Interest on long-term obligations (1)
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
|
2.3
|
|
|
1.1
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
78.7
|
|
|
23.3
|
|
|
31.9
|
|
|
13.7
|
|
|
9.8
|
|
|||||
Capital commitments
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
23.4
|
|
|
10.2
|
|
|
10.3
|
|
|
2.9
|
|
|
—
|
|
|||||
Uncertain tax positions
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
116.3
|
|
|
$
|
35.7
|
|
|
$
|
46.7
|
|
|
$
|
24.1
|
|
|
$
|
9.8
|
|
(1)
|
Interest on debt with variable rates was calculated using the current rate of that particular debt instrument at
December 31, 2018
.
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,229
|
|
|
$
|
86,363
|
|
Patient accounts receivable
|
188,972
|
|
|
201,196
|
|
||
Prepaid expenses
|
7,568
|
|
|
7,329
|
|
||
Other current assets
|
7,349
|
|
|
16,268
|
|
||
Total current assets
|
224,118
|
|
|
311,156
|
|
||
Property and equipment, net of accumulated depreciation of $95,472 and $146,814
|
29,449
|
|
|
31,122
|
|
||
Goodwill
|
329,480
|
|
|
319,949
|
|
||
Intangible assets, net of accumulated amortization of $33,050 and $30,610
|
44,132
|
|
|
46,061
|
|
||
Deferred income taxes
|
35,794
|
|
|
56,064
|
|
||
Other assets
|
54,145
|
|
|
49,130
|
|
||
Total assets
|
$
|
717,118
|
|
|
$
|
813,482
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
28,531
|
|
|
$
|
25,384
|
|
Payroll and employee benefits
|
92,858
|
|
|
89,936
|
|
||
Accrued expenses
|
99,475
|
|
|
89,104
|
|
||
Current portion of long-term obligations
|
1,612
|
|
|
10,638
|
|
||
Total current liabilities
|
222,476
|
|
|
215,062
|
|
||
Long-term obligations, less current portion
|
5,775
|
|
|
78,203
|
|
||
Other long-term obligations
|
6,234
|
|
|
3,791
|
|
||
Total liabilities
|
234,485
|
|
|
297,056
|
|
||
Commitments and Contingencies – Note 9
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 60,000,000 shares authorized; 36,252,280 and 35,747,134 shares issued; and 31,973,505 and 33,964,767 shares outstanding
|
36
|
|
|
35
|
|
||
Additional paid-in capital
|
603,666
|
|
|
568,780
|
|
||
Treasury stock at cost 4,278,775 and 1,782,367 shares of common stock
|
(241,685
|
)
|
|
(53,713
|
)
|
||
Accumulated other comprehensive income
|
15
|
|
|
15
|
|
||
Retained earnings
|
119,550
|
|
|
204
|
|
||
Total Amedisys, Inc. stockholders’ equity
|
481,582
|
|
|
515,321
|
|
||
Noncontrolling interests
|
1,051
|
|
|
1,105
|
|
||
Total equity
|
482,633
|
|
|
516,426
|
|
||
Total liabilities and equity
|
$
|
717,118
|
|
|
$
|
813,482
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net service revenue
|
$
|
1,662,578
|
|
|
$
|
1,511,272
|
|
|
$
|
1,419,261
|
|
Cost of service, excluding depreciation and amortization
|
992,863
|
|
|
903,377
|
|
|
834,381
|
|
|||
General and administrative expenses:
|
|
|
|
|
|
||||||
Salaries and benefits
|
316,522
|
|
|
305,938
|
|
|
306,981
|
|
|||
Non-cash compensation
|
17,887
|
|
|
16,295
|
|
|
16,401
|
|
|||
Other
|
166,897
|
|
|
159,980
|
|
|
180,048
|
|
|||
Depreciation and amortization
|
13,261
|
|
|
17,123
|
|
|
19,678
|
|
|||
Asset impairment charge
|
—
|
|
|
1,323
|
|
|
4,432
|
|
|||
Securities Class Action Lawsuit settlement, net
|
—
|
|
|
28,712
|
|
|
—
|
|
|||
Operating expenses
|
1,507,430
|
|
|
1,432,748
|
|
|
1,361,921
|
|
|||
Operating income
|
155,148
|
|
|
78,524
|
|
|
57,340
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
278
|
|
|
158
|
|
|
75
|
|
|||
Interest expense
|
(7,370
|
)
|
|
(5,031
|
)
|
|
(5,164
|
)
|
|||
Equity in earnings from equity method investments
|
7,692
|
|
|
3,381
|
|
|
5,588
|
|
|||
Miscellaneous, net
|
3,240
|
|
|
3,769
|
|
|
3,727
|
|
|||
Total other income, net
|
3,840
|
|
|
2,277
|
|
|
4,226
|
|
|||
Income before income taxes
|
158,988
|
|
|
80,801
|
|
|
61,566
|
|
|||
Income tax expense
|
(38,859
|
)
|
|
(50,118
|
)
|
|
(23,935
|
)
|
|||
Net income
|
120,129
|
|
|
30,683
|
|
|
37,631
|
|
|||
Net income attributable to noncontrolling interests
|
(783
|
)
|
|
(382
|
)
|
|
(370
|
)
|
|||
Net income attributable to Amedisys, Inc.
|
$
|
119,346
|
|
|
$
|
30,301
|
|
|
$
|
37,261
|
|
Basic earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to Amedisys, Inc. common stockholders
|
$
|
3.64
|
|
|
$
|
0.90
|
|
|
$
|
1.12
|
|
Weighted average shares outstanding
|
32,791
|
|
|
33,704
|
|
|
33,198
|
|
|||
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to Amedisys, Inc. common stockholders
|
$
|
3.55
|
|
|
$
|
0.88
|
|
|
$
|
1.10
|
|
Weighted average shares outstanding
|
33,609
|
|
|
34,304
|
|
|
33,741
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
120,129
|
|
|
$
|
30,683
|
|
|
$
|
37,631
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
120,129
|
|
|
30,683
|
|
|
37,631
|
|
|||
Comprehensive income attributable to non-controlling interests
|
(783
|
)
|
|
(382
|
)
|
|
(370
|
)
|
|||
Comprehensive income attributable to Amedisys, Inc.
|
$
|
119,346
|
|
|
$
|
30,301
|
|
|
$
|
37,261
|
|
|
Total
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss (Income)
|
|
Retained
Earnings (Deficit)
|
|
Noncontrolling
Interests
|
|||||||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||
Balance, December 31, 2015
|
$
|
410,436
|
|
|
34,786,966
|
|
|
$
|
35
|
|
|
$
|
504,290
|
|
|
$
|
(26,966
|
)
|
|
$
|
15
|
|
|
$
|
(67,806
|
)
|
|
$
|
868
|
|
Issuance of stock – employee stock purchase plan
|
2,483
|
|
|
63,688
|
|
|
—
|
|
|
2,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of stock – 401(k) plan
|
6,682
|
|
|
145,660
|
|
|
—
|
|
|
6,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance/(cancellation) of non-vested stock
|
—
|
|
|
257,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Non-cash compensation
|
16,401
|
|
|
—
|
|
|
—
|
|
|
16,401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tax benefit from stock options exercised and restricted stock vesting
|
7,241
|
|
|
—
|
|
|
—
|
|
|
7,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Surrendered shares
|
(7,493
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,493
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares repurchased
|
(12,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Noncontrolling interest distribution
|
(329
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(329
|
)
|
|||||||
Assets contributed to equity investment
|
405
|
|
|
—
|
|
|
—
|
|
|
375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||||
Net income
|
37,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,261
|
|
|
370
|
|
|||||||
Balance, December 31, 2016
|
461,142
|
|
|
35,253,577
|
|
|
35
|
|
|
537,472
|
|
|
(46,774
|
)
|
|
15
|
|
|
(30,545
|
)
|
|
939
|
|
|||||||
Issuance of stock – employee stock purchase plan
|
2,382
|
|
|
53,848
|
|
|
—
|
|
|
2,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of stock – 401(k) plan
|
8,223
|
|
|
156,487
|
|
|
—
|
|
|
8,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance/(cancellation) of non-vested stock
|
—
|
|
|
139,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
4,554
|
|
|
144,206
|
|
|
—
|
|
|
4,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Non-cash compensation
|
16,295
|
|
|
—
|
|
|
—
|
|
|
16,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tax benefit from stock options exercised and restricted stock vesting
|
448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|
—
|
|
|||||||
Surrendered shares
|
(6,939
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,939
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Noncontrolling interest distribution
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|||||||
Assets contributed to equity investment
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
30,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,301
|
|
|
382
|
|
|||||||
Balance, December 31, 2017
|
516,426
|
|
|
35,747,134
|
|
|
35
|
|
|
568,780
|
|
|
(53,713
|
)
|
|
15
|
|
|
204
|
|
|
1,105
|
|
|||||||
Issuance of stock – employee stock purchase plan
|
2,429
|
|
|
38,961
|
|
|
—
|
|
|
2,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of stock – 401(k) plan
|
9,232
|
|
|
129,451
|
|
|
—
|
|
|
9,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance/(cancellation) of non-vested stock
|
—
|
|
|
174,044
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
5,953
|
|
|
162,690
|
|
|
—
|
|
|
5,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Non-cash compensation
|
17,887
|
|
|
—
|
|
|
—
|
|
|
17,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Surrendered shares
|
(6,570
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,570
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares repurchased
|
(181,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Noncontrolling interest distribution
|
(1,090
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,090
|
)
|
|||||||
Repurchase of noncontrolling interest
|
(361
|
)
|
|
—
|
|
|
—
|
|
|
(614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|||||||
Net income
|
120,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,346
|
|
|
783
|
|
|||||||
Balance, December 31, 2018
|
$
|
482,633
|
|
|
36,252,280
|
|
|
$
|
36
|
|
|
$
|
603,666
|
|
|
$
|
(241,685
|
)
|
|
$
|
15
|
|
|
$
|
119,550
|
|
|
$
|
1,051
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
120,129
|
|
|
$
|
30,683
|
|
|
$
|
37,631
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
13,261
|
|
|
17,123
|
|
|
19,678
|
|
|||
Non-cash compensation
|
17,887
|
|
|
16,295
|
|
|
16,401
|
|
|||
401(k) employer match
|
8,976
|
|
|
8,754
|
|
|
6,875
|
|
|||
Write-off of investment
|
—
|
|
|
—
|
|
|
196
|
|
|||
Loss on disposal of property and equipment
|
714
|
|
|
—
|
|
|
582
|
|
|||
Deferred income taxes
|
20,271
|
|
|
52,178
|
|
|
24,547
|
|
|||
Equity in earnings from equity method investments
|
(7,692
|
)
|
|
(3,381
|
)
|
|
(5,588
|
)
|
|||
Amortization of deferred debt issuance costs/debt discount
|
797
|
|
|
735
|
|
|
740
|
|
|||
Return on equity investment
|
6,158
|
|
|
5,321
|
|
|
4,323
|
|
|||
Asset impairment charge
|
—
|
|
|
1,323
|
|
|
4,432
|
|
|||
Changes in operating assets and liabilities, net of impact of acquisitions:
|
|
|
|
|
|
||||||
Patient accounts receivable
|
12,224
|
|
|
(34,672
|
)
|
|
(36,000
|
)
|
|||
Other current assets
|
8,679
|
|
|
(4,940
|
)
|
|
4,231
|
|
|||
Other assets
|
2,947
|
|
|
(12,749
|
)
|
|
(11,415
|
)
|
|||
Accounts payable
|
3,165
|
|
|
(2,843
|
)
|
|
3,970
|
|
|||
Accrued expenses
|
13,524
|
|
|
31,843
|
|
|
(7,618
|
)
|
|||
Other long-term obligations
|
2,443
|
|
|
61
|
|
|
(726
|
)
|
|||
Net cash provided by operating activities
|
223,483
|
|
|
105,731
|
|
|
62,259
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from sale of deferred compensation plan assets
|
715
|
|
|
622
|
|
|
230
|
|
|||
Proceeds from the sale of property and equipment
|
54
|
|
|
249
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(6,558
|
)
|
|
(10,707
|
)
|
|
(15,717
|
)
|
|||
Investments in equity method investees
|
(7,144
|
)
|
|
(476
|
)
|
|
(1,040
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(9,260
|
)
|
|
(33,715
|
)
|
|
(35,522
|
)
|
|||
Net cash used in investing activities
|
(22,193
|
)
|
|
(44,027
|
)
|
|
(52,049
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of stock upon exercise of stock options
|
5,953
|
|
|
4,554
|
|
|
—
|
|
|||
Proceeds from issuance of stock to employee stock purchase plan
|
2,429
|
|
|
2,382
|
|
|
2,483
|
|
|||
Shares withheld upon stock vesting
|
(6,570
|
)
|
|
(6,939
|
)
|
|
—
|
|
|||
Tax benefit from stock options exercised and restricted stock vesting
|
—
|
|
|
—
|
|
|
7,241
|
|
|||
Non-controlling interest distribution
|
(1,090
|
)
|
|
(216
|
)
|
|
(329
|
)
|
|||
Proceeds from borrowings under revolving line of credit
|
138,000
|
|
|
—
|
|
|
134,500
|
|
|||
Repayments of borrowings under revolving line of credit
|
(130,500
|
)
|
|
—
|
|
|
(134,500
|
)
|
|||
Principal payments of long-term obligations
|
(91,450
|
)
|
|
(5,319
|
)
|
|
(5,000
|
)
|
|||
Debt issuance costs
|
(2,433
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of company stock
|
(181,402
|
)
|
|
—
|
|
|
(12,315
|
)
|
|||
Assets contributed to equity investment
|
—
|
|
|
—
|
|
|
405
|
|
|||
Repurchase of noncontrolling interest
|
(361
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(267,424
|
)
|
|
(5,538
|
)
|
|
(7,515
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(66,134
|
)
|
|
56,166
|
|
|
2,695
|
|
|||
Cash and cash equivalents at beginning of period
|
86,363
|
|
|
30,197
|
|
|
27,502
|
|
|||
Cash and cash equivalents at end of period
|
$
|
20,229
|
|
|
$
|
86,363
|
|
|
$
|
30,197
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
3,522
|
|
|
$
|
2,697
|
|
|
$
|
2,897
|
|
Cash paid for income taxes, net of refunds received
|
$
|
14,278
|
|
|
$
|
315
|
|
|
$
|
755
|
|
Supplemental Disclosures of Non-Cash Financing Activities:
|
|
|
|
|
|
||||||
Note payable issued for software licenses
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
|
$
|
2,936
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As Previously Reported
|
Adjustment for the Adoption of ASC 606
|
As Adjusted
|
||||||
|
As of December 31, 2017
|
||||||||
Consolidated Balance Sheets
|
|
|
|
||||||
Patient accounts receivable
|
$
|
201,196
|
|
$
|
—
|
|
$
|
201,196
|
|
Allowance for doubtful accounts
|
$
|
20,866
|
|
$
|
(20,866
|
)
|
$
|
—
|
|
|
|
|
|
||||||
|
For the year ended December 31, 2017
|
||||||||
Consolidated Statements of Operations
|
|
||||||||
Net service revenue
|
$
|
1,533,680
|
|
$
|
(22,408
|
)
|
$
|
1,511,272
|
|
Cost of service, excluding depreciation and amortization
|
$
|
900,726
|
|
$
|
2,651
|
|
$
|
903,377
|
|
Provision for doubtful accounts
|
$
|
25,059
|
|
$
|
(25,059
|
)
|
$
|
—
|
|
Net income attributable to Amedisys, Inc.
|
$
|
30,301
|
|
$
|
—
|
|
$
|
30,301
|
|
|
|
|
|
||||||
Consolidated Statements of Cash Flows
|
|
|
|
||||||
Provision for doubtful accounts
|
$
|
25,059
|
|
$
|
(25,059
|
)
|
$
|
—
|
|
Changes in operating assets and liabilities, net of impact of acquisitions:
|
|
|
|
||||||
Patient accounts receivable
|
$
|
(59,731
|
)
|
$
|
25,059
|
|
$
|
(34,672
|
)
|
|
|
|
|
||||||
|
For the year ended December 31, 2016
|
||||||||
Consolidated Statements of Operations
|
|
|
|
||||||
Net service revenue
|
$
|
1,437,454
|
|
$
|
(18,193
|
)
|
$
|
1,419,261
|
|
Cost of service, excluding depreciation and amortization
|
$
|
833,055
|
|
$
|
1,326
|
|
$
|
834,381
|
|
Provision for doubtful accounts
|
$
|
19,519
|
|
$
|
(19,519
|
)
|
$
|
—
|
|
Net income attributable to Amedisys, Inc.
|
$
|
37,261
|
|
$
|
—
|
|
$
|
37,261
|
|
|
|
|
|
||||||
Consolidated Statements of Cash Flows
|
|
|
|
||||||
Provision for doubtful accounts
|
$
|
19,519
|
|
$
|
(19,519
|
)
|
$
|
—
|
|
Changes in operating assets and liabilities, net of impact of acquisitions:
|
|
|
|
||||||
Patient accounts receivable
|
$
|
(55,519
|
)
|
$
|
19,519
|
|
$
|
(36,000
|
)
|
|
As of December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Home Health Medicare
|
50
|
%
|
|
53
|
%
|
|
58
|
%
|
Home Health Non-Medicare - Episodic-based
|
9
|
%
|
|
8
|
%
|
|
6
|
%
|
Home Health Non-Medicare - Non-episodic based
|
12
|
%
|
|
11
|
%
|
|
11
|
%
|
Hospice Medicare
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
Hospice Non-Medicare
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Personal Care
|
5
|
%
|
|
4
|
%
|
|
3
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
A significant change in the extent or manner in which the long-lived asset group is being used.
|
•
|
A significant change in the business climate that could affect the value of the long-lived asset group.
|
•
|
A significant change in the market value of the assets included in the asset group.
|
|
Years
|
Building
|
39
|
Leasehold improvements
|
Lesser of lease term or expected useful life
|
Equipment and furniture
|
3 to 7
|
Vehicles
|
5
|
Computer software
|
3 to 5
|
Capital leases
|
3
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Building and leasehold improvements
|
8.7
|
|
|
7.8
|
|
||
Equipment and furniture
|
53.4
|
|
|
72.9
|
|
||
Capital leases
|
2.9
|
|
|
—
|
|
||
Computer software
|
59.9
|
|
|
97.2
|
|
||
|
124.9
|
|
|
177.9
|
|
||
Less: accumulated depreciation
|
(95.5
|
)
|
|
(146.8
|
)
|
||
|
$
|
29.4
|
|
|
$
|
31.1
|
|
•
|
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 the Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average number of shares outstanding – basic
|
32,791
|
|
|
33,704
|
|
|
33,198
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
502
|
|
|
281
|
|
|
162
|
|
Non-vested stock and stock units
|
316
|
|
|
319
|
|
|
381
|
|
Weighted average number of shares outstanding – diluted
|
33,609
|
|
|
34,304
|
|
|
33,741
|
|
Anti-dilutive securities
|
50
|
|
|
271
|
|
|
221
|
|
|
Goodwill
|
||||||||||||||
|
Home Health
|
|
Hospice
|
|
Personal Care
|
|
Total
|
||||||||
Balances at December 31, 2015 (1)
|
$
|
67.1
|
|
|
$
|
194.6
|
|
|
$
|
—
|
|
|
$
|
261.7
|
|
Additions
|
4.4
|
|
|
—
|
|
|
22.7
|
|
|
27.1
|
|
||||
Adjustments related to acquisitions (2)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Balances at December 31, 2016
|
71.6
|
|
|
194.6
|
|
|
22.7
|
|
|
288.9
|
|
||||
Additions
|
13.4
|
|
|
4.7
|
|
|
12.9
|
|
|
31.0
|
|
||||
Balances at December 31, 2017
|
85.0
|
|
|
199.3
|
|
|
35.6
|
|
|
319.9
|
|
||||
Additions
|
2.1
|
|
|
—
|
|
|
7.5
|
|
|
9.6
|
|
||||
Balances at December 31, 2018 (1)
|
$
|
87.1
|
|
|
$
|
199.3
|
|
|
$
|
43.1
|
|
|
$
|
329.5
|
|
(1)
|
Net of prior years' accumulated impairment losses of
$733.7 million
, which is inclusive of write-offs related to the sale and closure of care centers.
|
(2)
|
During 2016, we adjusted goodwill by
$0.1 million
as a result of our completion of the purchase price accounting for our 2015 acquisition of Infinity HomeCare.
|
|
Other Intangible Assets, Net
|
||||||||||||||
|
Certificates of
Need and
Licenses
|
|
Acquired
Names of
Business
|
|
Non-Compete
Agreements (3)
|
|
Total
|
||||||||
Balances at December 31, 2015
|
$
|
23.9
|
|
|
$
|
14.2
|
|
|
$
|
5.9
|
|
|
$
|
44.0
|
|
Additions
|
0.2
|
|
|
3.5
|
|
|
1.5
|
|
|
5.2
|
|
||||
Amortization
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
||||
Balances at December 31, 2016
|
24.1
|
|
|
17.7
|
|
|
4.9
|
|
|
46.7
|
|
||||
Additions
|
0.1
|
|
|
2.7
|
|
|
0.6
|
|
|
3.4
|
|
||||
Write-off (1)
|
(0.5
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||
Amortization
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
||||
Balances at December 31, 2017
|
23.7
|
|
|
19.6
|
|
|
2.8
|
|
|
46.1
|
|
||||
Additions
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|
0.5
|
|
||||
Amortization
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
||||
Balances at December 31, 2018 (2)
|
$
|
23.9
|
|
|
$
|
19.6
|
|
|
$
|
0.6
|
|
|
$
|
44.1
|
|
(1)
|
Write-off of intangible assets related to the closure and consolidation of care centers as discussed in Note
12
- Exit and Restructuring Activities.
|
(2)
|
Net of prior years' accumulated amortization of
$0.5 million
for acquired names of business and
$21.7 million
for non-compete agreements.
|
(3)
|
The weighted average amortization period of our non-compete agreements is
1.7 years
.
|
|
|
||
2019
|
$
|
0.4
|
|
2020
|
0.2
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
|
$
|
0.6
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Other current assets:
|
|
|
|
||||
Payroll tax escrow
|
$
|
1.5
|
|
|
$
|
7.2
|
|
Income tax receivable
|
1.6
|
|
|
3.4
|
|
||
Due from joint ventures
|
1.9
|
|
|
2.0
|
|
||
Other
|
2.3
|
|
|
3.7
|
|
||
|
$
|
7.3
|
|
|
$
|
16.3
|
|
Other assets:
|
|
|
|
||||
Workers’ compensation deposits
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Health insurance deposits
|
0.5
|
|
|
0.5
|
|
||
Other miscellaneous deposits
|
0.8
|
|
|
0.9
|
|
||
Indemnity receivable
|
14.2
|
|
|
17.0
|
|
||
Equity method investments
|
35.1
|
|
|
26.4
|
|
||
Other
|
3.1
|
|
|
3.9
|
|
||
|
$
|
54.1
|
|
|
$
|
49.1
|
|
Accrued expenses:
|
|
|
|
||||
Health insurance
|
$
|
12.4
|
|
|
$
|
14.1
|
|
Workers’ compensation
|
30.9
|
|
|
29.3
|
|
||
Florida ZPIC audit, gross liability
|
17.4
|
|
|
17.4
|
|
||
Legal settlements and other audits
|
13.0
|
|
|
6.4
|
|
||
Lease liability
|
0.3
|
|
|
0.9
|
|
||
Charity care
|
1.7
|
|
|
1.5
|
|
||
Estimated Medicare cap liability
|
1.7
|
|
|
0.9
|
|
||
Hospice cost of revenue
|
9.9
|
|
|
9.1
|
|
||
Patient liability
|
6.3
|
|
|
5.3
|
|
||
Other
|
5.9
|
|
|
4.2
|
|
||
|
$
|
99.5
|
|
|
$
|
89.1
|
|
Other long-term obligations:
|
|
|
|
||||
Reserve for uncertain tax positions
|
$
|
2.9
|
|
|
$
|
—
|
|
Deferred compensation plan liability
|
1.3
|
|
|
1.9
|
|
||
Other
|
2.0
|
|
|
1.9
|
|
||
|
$
|
6.2
|
|
|
$
|
3.8
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
$100.0 million Term Loan; principal payments plus accrued interest payable quarterly; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus the Applicable Rate (3.57% at December 31, 2017); due August 28, 2020
|
$
|
—
|
|
|
$
|
90.0
|
|
$550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus the Applicable Rate (3.85% at December 31, 2018); due June 29, 2023
|
7.5
|
|
|
—
|
|
||
Promissory notes
|
1.1
|
|
|
0.7
|
|
||
Capital leases
|
2.3
|
|
|
—
|
|
||
Principal amount of long-term obligations
|
10.9
|
|
|
90.7
|
|
||
Deferred debt issuance costs
|
(3.5
|
)
|
|
(1.9
|
)
|
||
|
7.4
|
|
|
88.8
|
|
||
Current portion of long-term obligations
|
(1.6
|
)
|
|
(10.6
|
)
|
||
Total
|
$
|
5.8
|
|
|
$
|
78.2
|
|
|
|
||
|
Long-term
obligations
|
||
2019
|
$
|
1.6
|
|
2020
|
1.4
|
|
|
2021
|
0.4
|
|
|
2022
|
—
|
|
|
2023
|
7.5
|
|
|
|
$
|
10.9
|
|
Consolidated Leverage Ratio
|
|
Base Rate Loans
|
|
Eurodollar Rate Loans
|
|
Commitment
Fee
|
|
Letter of
Credit Fee
|
||||
> 3.00 to 1.0
|
|
1.25
|
%
|
|
2.25
|
%
|
|
0.35
|
%
|
|
2.00
|
%
|
≤ 3.00 to 1.0 but > 2.00 to 1.0
|
|
1.00
|
%
|
|
2.00
|
%
|
|
0.30
|
%
|
|
1.75
|
%
|
≤ 2.00 to 1.0 but > 1.00 to 1.0
|
|
0.75
|
%
|
|
1.75
|
%
|
|
0.25
|
%
|
|
1.50
|
%
|
≤ 1.00 to 1.0
|
|
0.50
|
%
|
|
1.50
|
%
|
|
0.20
|
%
|
|
1.25
|
%
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax expense/(benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
16.4
|
|
|
$
|
(2.0
|
)
|
|
$
|
(0.5
|
)
|
State and local
|
2.1
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
|
18.5
|
|
|
(2.1
|
)
|
|
(0.6
|
)
|
|||
Deferred income tax expense/(benefit):
|
|
|
|
|
|
||||||
Federal
|
14.5
|
|
|
51.2
|
|
|
22.1
|
|
|||
State and local
|
5.8
|
|
|
1.0
|
|
|
2.4
|
|
|||
|
20.3
|
|
|
52.2
|
|
|
24.5
|
|
|||
Income tax expense
|
$
|
38.8
|
|
|
$
|
50.1
|
|
|
$
|
23.9
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income from continuing operations
|
$
|
38.8
|
|
|
$
|
50.1
|
|
|
$
|
23.9
|
|
Interest expense
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Stockholders’ equity
|
—
|
|
|
(0.3
|
)
|
|
(7.2
|
)
|
|||
|
$
|
38.9
|
|
|
$
|
49.8
|
|
|
$
|
16.6
|
|
|
For the Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Income tax expense at U.S. federal statutory rate (1)
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
4.8
|
|
|
3.8
|
|
|
4.8
|
|
Excess tax benefits from share-based compensation (2)
|
(1.6
|
)
|
|
(3.5
|
)
|
|
—
|
|
Tax rate change (3)
|
—
|
|
|
26.5
|
|
|
—
|
|
Other items, net (4)
|
0.2
|
|
|
0.2
|
|
|
(0.9
|
)
|
Income tax expense/(benefit)
|
24.4
|
%
|
|
62.0
|
%
|
|
38.9
|
%
|
(1)
|
On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act was enacted, which eliminated the progressive U.S. federal corporate tax rate structure with a maximum corporate tax rate of 35% and replaced it with a flat tax rate of 21%, effective January 1, 2018.
|
(2)
|
In March 2016, the FASB issued ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
, which simplified the accounting for share-based payment award transactions, including income tax consequences. The new guidelines required excess tax benefits and tax deficiencies to be recorded in the income statement when stock awards vest or are settled. As a result, the Company recognized a
$2.5 million
and
$2.9 million
federal income tax benefit in the consolidated statement of operations (rather than additional paid-in capital) for the years ended December 31, 2018 and December 31, 2017, respectively, from share-based compensation excess tax benefits.
|
(3)
|
According to Accounting Standard Codification ("ASC") 740,
Income Taxes
, deferred tax assets and liabilities are remeasured to reflect the effects of enacted changes in tax rates at the date of enactment, even though the tax rate changes are not effective until a future period. The Company's remeasurement of its deferred tax assets and liabilities to reflect the enacted reduced tax rate, pursuant to the Tax Cuts and Jobs Act, resulted in a
$21.4 million
deferred income tax expense during the three-month period ended December 31, 2017.
|
(4)
|
Includes various items such as, non-deductible expenses, non-taxable income, tax credits, valuation allowance, uncertain tax positions and return-to-accrual adjustments.
|
|
As of December 31,
|
||||||
|
2018
|
|
2017 (1)
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
5.6
|
|
|
$
|
5.3
|
|
Accrued payroll & employee benefits
|
11.2
|
|
|
9.0
|
|
||
Workers’ compensation
|
8.3
|
|
|
7.9
|
|
||
Amortization of intangible assets
|
14.7
|
|
|
26.0
|
|
||
Share-based compensation
|
6.9
|
|
|
6.1
|
|
||
Net operating loss carryforwards (2)
|
5.9
|
|
|
20.1
|
|
||
Tax credit carryforwards (3)
|
2.8
|
|
|
4.6
|
|
||
Other
|
2.9
|
|
|
2.4
|
|
||
Gross deferred tax assets
|
58.3
|
|
|
81.4
|
|
||
Less: valuation allowance
|
(0.7
|
)
|
|
(0.7
|
)
|
||
Net deferred tax assets
|
57.6
|
|
|
80.7
|
|
||
Deferred tax (liabilities):
|
|
|
|
||||
Property and equipment
|
(4.4
|
)
|
|
(4.0
|
)
|
||
Deferred revenue
|
(13.5
|
)
|
|
(18.0
|
)
|
||
Investment in partnerships
|
(3.1
|
)
|
|
(2.1
|
)
|
||
Other liabilities
|
(0.8
|
)
|
|
(0.5
|
)
|
||
Gross deferred tax liabilities
|
(21.8
|
)
|
|
(24.6
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
35.8
|
|
|
$
|
56.1
|
|
(1)
|
According to ASC 740,
Income Taxes
, deferred tax assets and liabilities are remeasured to reflect the effects of enacted changes in tax rates at the date of enactment, even though the tax rate changes are not effective until a future period. The Company's remeasurement of its deferred tax assets and liabilities to reflect the enacted reduced tax rate, pursuant to the Tax Cuts and Jobs Act, resulted in a
$21.4 million
deferred income tax expense during the three-month period ended December 31, 2017.
|
(2)
|
According to ASU 2013-11,
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
, an unrecognized tax benefit is presented in the financial statements as a reduction to a deferred tax asset when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available to settle taxes that would result from the disallowance of the tax position. Otherwise, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional incomes taxes that would result from the disallowance of a tax position, the unrecognized tax benefit is presented in the financial statements as a liability and is not combined with deferred tax assets. As of December 31, 2017, the net operating loss (“NOL”) carryforwards in the income tax returns include unrecognized tax benefits resulting from uncertain tax positions. Accordingly, the deferred tax assets recognized for the NOL carryforwards, as of December 31, 2017, were presented net of unrecognized tax benefits of
$2.1 million
. As of December 31, 2018, however, the unrecognized tax benefits of
$2.1 million
were reclassified to other long-term obligations, since the Company utilized its remaining federal NOL carryforward and much of its remaining state NOL carryforwards in 2018.
|
(3)
|
According to ASU 2013-11,
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
, an unrecognized tax benefit is presented in the financial statements as a reduction to a deferred tax asset when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available to settle taxes that would result from the disallowance of the tax position. Otherwise, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional incomes taxes that would result from the disallowance of a tax position, the unrecognized tax benefit is presented in the financial statements as a liability and is not combined with deferred tax assets. As of December 31, 2017, the tax credit carryforwards in the income tax returns include unrecognized tax benefits resulting from uncertain tax positions. Accordingly, the deferred tax assets recognized for the tax credit carryforwards, as of December 31, 2017, were presented net of unrecognized tax benefits of
$0.7 million
. As of
December 31, 2018
, however, the unrecognized tax benefits of
$0.7 million
were reclassified to other long-term obligations, since the Company utilized its remaining federal tax credit carryforwards in 2018.
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
2.7
|
|
|
$
|
4.1
|
|
Additions for tax positions related to current year
|
—
|
|
|
—
|
|
||
Additions for tax positions related to prior year
|
—
|
|
|
—
|
|
||
Reductions for tax positions related to prior years
|
—
|
|
|
—
|
|
||
Lapse of statute of limitations
|
—
|
|
|
(0.3
|
)
|
||
Change in statutory tax rate (1)
|
—
|
|
|
(1.1
|
)
|
||
Settlements
|
—
|
|
|
—
|
|
||
Balance at end of period
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Employee Stock Purchase Plan Period
|
Shares Issued
|
|
Price
|
|||
2016 and Prior
|
3,039,200
|
|
|
$
|
14.72
|
|
January 1, 2017 to March 31, 2017
|
13,244
|
|
|
43.43
|
|
|
April 1, 2017 to June 30, 2017
|
11,446
|
|
|
53.39
|
|
|
July 1, 2017 to September 30, 2017
|
12,276
|
|
|
47.57
|
|
|
October 1, 2017 to December 31, 2017
|
13,323
|
|
|
44.80
|
|
|
January 1, 2018 to March 31, 2018
|
10,913
|
|
|
51.29
|
|
|
April 1, 2018 to June 30, 2018
|
8,673
|
|
|
72.64
|
|
|
July 1, 2018 to September 30, 2018
|
6,052
|
|
|
106.22
|
|
|
October 1, 2018 to December 31, 2018
|
7,856
|
|
|
99.54
|
|
|
|
3,122,983
|
|
|
|
|
For the Years Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Risk Free Rate
|
2.56% - 3.04%
|
|
1.99% - 2.16%
|
|
1.19% - 1.58%
|
Expected Volatility
|
42.00% - 45.32%
|
|
50.18% - 51.81%
|
|
53.44% - 54.89%
|
Expected Term
|
4.12 - 6.25 years
|
|
5.78 - 6.25 years
|
|
5.86 - 6.25 years
|
Weighted Average Fair Value
|
$42.48
|
|
$28.02
|
|
$25.99
|
Dividend Yield
|
—%
|
|
—%
|
|
—%
|
|
Number of
Shares
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average Contractual
Life (Years)
|
|||
Outstanding options at January 1, 2018
|
909,730
|
|
|
$
|
33.25
|
|
|
7.62
|
Granted
|
163,666
|
|
|
55.87
|
|
|
|
|
Exercised
|
(162,690
|
)
|
|
36.59
|
|
|
|
|
Canceled, forfeited or expired
|
(77,391
|
)
|
|
35.95
|
|
|
|
|
Outstanding options at December 31, 2018
|
833,315
|
|
|
$
|
36.79
|
|
|
6.76
|
Exercisable options at December 31, 2018
|
462,845
|
|
|
$
|
27.97
|
|
|
6.17
|
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
Non-vested stock options at January 1, 2018
|
527,798
|
|
|
$
|
23.00
|
|
Granted
|
163,666
|
|
|
42.48
|
|
|
Vested
|
(246,442
|
)
|
|
23.11
|
|
|
Forfeited
|
(74,552
|
)
|
|
25.78
|
|
|
Non-vested stock options at December 31, 2018
|
370,470
|
|
|
$
|
30.97
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Non-vested stock at January 1, 2018
|
46,998
|
|
|
$
|
41.48
|
|
Granted
|
14,904
|
|
|
80.54
|
|
|
Vested
|
(46,998
|
)
|
|
41.48
|
|
|
Canceled, forfeited or expired
|
—
|
|
|
—
|
|
|
Non-vested stock at December 31, 2018
|
14,904
|
|
|
$
|
80.54
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Non-vested stock units at January 1, 2018
|
234,842
|
|
|
$
|
47.58
|
|
Granted
|
107,051
|
|
|
95.14
|
|
|
Vested
|
(71,658
|
)
|
|
46.55
|
|
|
Canceled, forfeited or expired
|
(29,835
|
)
|
|
44.20
|
|
|
Non-vested stock units at December 31, 2018
|
240,400
|
|
|
$
|
69.49
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Non-vested stock units at January 1, 2018
|
252,948
|
|
|
$
|
51.15
|
|
Granted
|
115,338
|
|
|
79.59
|
|
|
Vested
|
(87,482
|
)
|
|
49.91
|
|
|
Canceled, forfeited or expired
|
(54,127
|
)
|
|
52.60
|
|
|
Non-vested stock units at December 31, 2018
|
226,677
|
|
|
$
|
65.76
|
|
|
|
||
2019
|
$
|
23.3
|
|
2020
|
18.7
|
|
|
2021
|
13.2
|
|
|
2022
|
8.5
|
|
|
2023
|
5.2
|
|
|
Future years
|
9.8
|
|
|
Total
|
$
|
78.7
|
|
|
As of December 31,
|
||||||
Type of Insurance
|
2018
|
|
2017
|
||||
Health insurance
|
$
|
12.4
|
|
|
$
|
14.1
|
|
Workers’ compensation
|
30.9
|
|
|
29.3
|
|
||
Professional liability
|
4.3
|
|
|
4.3
|
|
||
|
47.6
|
|
|
47.7
|
|
||
Less: long-term portion
|
(1.1
|
)
|
|
(1.2
|
)
|
||
|
$
|
46.5
|
|
|
$
|
46.5
|
|
|
2017 Exit Activity
|
||||||
|
Lease
Termination
|
|
Severance
|
||||
Balances at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
Charge in 2017
|
0.6
|
|
|
3.0
|
|
||
Cash expenditures in 2017
|
—
|
|
|
(0.7
|
)
|
||
Balances at December 31, 2017
|
0.6
|
|
|
2.3
|
|
||
Charge in 2018
|
—
|
|
|
—
|
|
||
Cash expenditures in 2018
|
(0.5
|
)
|
|
(2.3
|
)
|
||
Balances at December 31, 2018
|
$
|
0.1
|
|
|
$
|
—
|
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
Home Health
|
|
Hospice
|
|
Personal Care
|
|
Other
|
|
Total
|
||||||||||
Net service revenue
|
$
|
1,174.5
|
|
|
$
|
410.9
|
|
|
$
|
77.2
|
|
|
$
|
—
|
|
|
$
|
1,662.6
|
|
Cost of service, excluding depreciation and amortization
|
722.1
|
|
|
212.0
|
|
|
58.8
|
|
|
—
|
|
|
992.9
|
|
|||||
General and administrative expenses
|
276.3
|
|
|
84.6
|
|
|
12.8
|
|
|
127.6
|
|
|
501.3
|
|
|||||
Depreciation and amortization
|
3.5
|
|
|
1.1
|
|
|
0.3
|
|
|
8.4
|
|
|
13.3
|
|
|||||
Operating expenses
|
1,001.9
|
|
|
297.7
|
|
|
71.9
|
|
|
136.0
|
|
|
1,507.5
|
|
|||||
Operating income (loss)
|
$
|
172.6
|
|
|
$
|
113.2
|
|
|
$
|
5.3
|
|
|
$
|
(136.0
|
)
|
|
$
|
155.1
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||||||||
|
Home Health
|
|
Hospice
|
|
Personal Care
|
|
Other
|
|
Total
|
||||||||||
Net service revenue
|
$
|
1,083.9
|
|
|
$
|
367.8
|
|
|
$
|
59.6
|
|
|
$
|
—
|
|
|
$
|
1,511.3
|
|
Cost of service, excluding depreciation and amortization
|
670.9
|
|
|
187.5
|
|
|
45.0
|
|
|
—
|
|
|
903.4
|
|
|||||
General and administrative expenses
|
278.4
|
|
|
76.6
|
|
|
9.5
|
|
|
117.8
|
|
|
482.3
|
|
|||||
Depreciation and amortization
|
3.5
|
|
|
0.9
|
|
|
0.2
|
|
|
12.5
|
|
|
17.1
|
|
|||||
Securities Class Action Lawsuit settlement, net
|
—
|
|
|
—
|
|
|
—
|
|
|
28.7
|
|
|
28.7
|
|
|||||
Asset impairment charge
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Operating expenses
|
954.1
|
|
|
265.0
|
|
|
54.7
|
|
|
159.0
|
|
|
1,432.8
|
|
|||||
Operating income (loss)
|
$
|
129.8
|
|
|
$
|
102.8
|
|
|
$
|
4.9
|
|
|
$
|
(159.0
|
)
|
|
$
|
78.5
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||
|
Home Health
|
|
Hospice
|
|
Personal Care
|
|
Other
|
|
Total
|
||||||||||
Net service revenue
|
$
|
1,071.7
|
|
|
$
|
311.9
|
|
|
$
|
35.7
|
|
|
$
|
—
|
|
|
$
|
1,419.3
|
|
Cost of service, excluding depreciation and amortization
|
643.7
|
|
|
164.5
|
|
|
26.3
|
|
|
—
|
|
|
834.5
|
|
|||||
General and administrative expenses
|
283.4
|
|
|
70.2
|
|
|
5.8
|
|
|
144.0
|
|
|
503.4
|
|
|||||
Depreciation and amortization
|
6.0
|
|
|
1.3
|
|
|
—
|
|
|
12.4
|
|
|
19.7
|
|
|||||
Asset impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
4.4
|
|
|||||
Operating expenses
|
933.1
|
|
|
236.0
|
|
|
32.1
|
|
|
160.8
|
|
|
1,362.0
|
|
|||||
Operating income (loss)
|
$
|
138.6
|
|
|
$
|
75.9
|
|
|
$
|
3.6
|
|
|
$
|
(160.8
|
)
|
|
$
|
57.3
|
|
|
|
|
|
|
Net Income (Loss)
Attributable to
Amedisys, Inc.
Common
Stockholders (1)
|
||||||||||
|
Revenue
|
|
Net Income (Loss)
Attributable to
Amedisys, Inc.
|
|
Basic
|
|
Diluted
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
1st Quarter
|
$
|
399.3
|
|
|
$
|
27.2
|
|
|
$
|
0.80
|
|
|
$
|
0.79
|
|
2nd Quarter
|
411.6
|
|
|
33.3
|
|
|
1.00
|
|
|
0.98
|
|
||||
3rd Quarter
|
417.3
|
|
|
31.4
|
|
|
0.99
|
|
|
0.96
|
|
||||
4th Quarter
|
434.4
|
|
|
27.5
|
|
|
0.86
|
|
|
0.84
|
|
||||
|
$
|
1,662.6
|
|
|
$
|
119.3
|
|
|
$
|
3.64
|
|
|
$
|
3.55
|
|
2017
|
|
|
|
|
|
|
|
||||||||
1st Quarter
|
$
|
364.7
|
|
|
$
|
15.1
|
|
|
$
|
0.45
|
|
|
$
|
0.44
|
|
2nd Quarter (2)
|
374.9
|
|
|
4.5
|
|
|
0.13
|
|
|
0.13
|
|
||||
3rd Quarter
|
373.7
|
|
|
14.6
|
|
|
0.43
|
|
|
0.42
|
|
||||
4th Quarter (3)
|
398.0
|
|
|
(3.8
|
)
|
|
(0.11
|
)
|
|
(0.11
|
)
|
||||
|
$
|
1,511.3
|
|
|
$
|
30.3
|
|
|
$
|
0.90
|
|
|
$
|
0.88
|
|
(1)
|
Because of the method used in calculating per share data, the quarterly per share data may not necessarily total to the per share data as computed for the entire year.
|
(2)
|
During the second quarter of 2017, we incurred certain costs associated with the Securities Class Action Lawsuit settlement. Net of income taxes, the costs amounted to
$18.0 million
for the three-month period ended June 30, 2017.
|
(3)
|
During the fourth quarter of 2017, we recorded a charge of
$21.4 million
, net of income taxes as the result of the enactment of H.R. 1 (Tax Cuts and Jobs Act).
|
Consolidated Leverage Ratio
|
|
Base Rate Loans
|
|
Eurodollar Rate Loans
|
|
Commitment
Fee
|
|
Letter of
Credit Fee
|
||||
≥ 3.00 to 1.0
|
|
1.00
|
%
|
|
2.00
|
%
|
|
0.35
|
%
|
|
1.75
|
%
|
< 3.00 to 1.0 but ≥ 2.00 to 1.0
|
|
0.75
|
%
|
|
1.75
|
%
|
|
0.30
|
%
|
|
1.50
|
%
|
< 2.00 to 1.0 but ≥ 0.75 to 1.0
|
|
0.50
|
%
|
|
1.50
|
%
|
|
0.25
|
%
|
|
1.25
|
%
|
< 0.75 to 1.0
|
|
0.25
|
%
|
|
1.25
|
%
|
|
0.20
|
%
|
|
1.00
|
%
|
(a)
|
|
1.
|
|
Financial Statements
|
|
|
|
|
All financial statements are set forth under Part II, Item 8 of this report.
|
|
|
|
|
|
|
|
2.
|
|
Financial Statement Schedules
|
|
|
|
|
There are no financial statement schedules included in this report as they are either not applicable or included in the financial statements.
|
|
|
|
|
|
|
|
3.
|
|
Exhibits
|
|
|
|
|
The Exhibits are listed in the Exhibit Index required by Item 601 of Regulation S-K preceding the signature page of this report.
|
Exhibit
Number
|
|
Document Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
or Other
Reference
|
2.1
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016
|
|
0-24260
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
The Company's current Report on Form 8-K filed on June 4, 2018
|
|
0-24260
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018
|
|
0-24260
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
|
|
0-24260
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016
|
|
0-24260
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
The Company’s Registration Statement on Form S-3 filed August 20, 2007
|
|
333-145582
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2008
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
The Company’s Current Report on Form 8-K filed June 8, 2012
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
The Company's Annual Report on Form 10-K for the year ended December 31, 2016
|
|
0-24260
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
|
|
0-24260
|
|
10.3
|
Exhibit
Number
|
|
Document Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
or Other
Reference
|
10.5*
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
|
|
0-24260
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014
|
|
0-24260
|
|
10.6
|
|
|
|
|
|
|
|
|
|
|
10.7*
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014
|
|
0-24260
|
|
10.7
|
|
|
|
|
|
|
|
|
|
|
10.8*
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014
|
|
0-24260
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
10.9*
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014
|
|
0-24260
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
†10.10*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.11*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.12*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13*
|
|
|
The Company’s Registration Statement on Form S-8 filed June 22, 2007
|
|
333-143967
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
10.14*
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2005
|
|
0-24260
|
|
10.4
|
Exhibit
Number
|
|
Document Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
or Other
Reference
|
|
|
|
|
|
|
|
|
|
10.15*
|
|
|
The Company’s Current Report on Form 8-K filed on October 3, 2018
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.16*
|
|
|
The Company's Annual Report on Form 10-K for the year ended December 31, 2016
|
|
0-24260
|
|
10.15
|
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
|
The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.18*
|
|
|
The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017
|
|
0-24260
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
10.19*
|
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.20*
|
|
|
The Company's Definitive Proxy Statement filed on April 25, 2018
|
|
0-24260
|
|
Appendix A
|
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
|
The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
|
The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018
|
|
0-24260
|
|
10.2
|
Exhibit
Number
|
|
Document Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
or Other
Reference
|
10.23
|
|
|
The Company’s current Report on Form 8-K filed on July 2, 2018
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
|
The Company’s current Report on Form 8-K filed on July 2, 2018
|
|
0-24260
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
|
The Company’s current Report on Form 8-K filed on July 2, 2018
|
|
0-24260
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
|
The Company’s Current Report on Form 8-K filed on April 24, 2014
|
|
0-24260
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
|
The Company’s Current Report on Form 8-K filed on April 24, 2014
|
|
0-24260
|
|
10.2
|
Exhibit
Number
|
|
Document Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
or Other
Reference
|
10.28
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2015
|
|
0-24260
|
|
10.27
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2015
|
|
0-24260
|
|
10.28
|
|
|
|
|
|
|
|
|
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†21.1
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†23.1
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†31.1
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†31.2
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††32.1
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††32.2
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†101.INS
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XBRL Instance
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†101.SCH
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XBRL Taxonomy Extension Schema Document
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†101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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Exhibit
Number
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Document Description
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Report or Registration Statement
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SEC File or
Registration
Number
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Exhibit
or Other
Reference
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†101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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†101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document
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†101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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A
MEDISYS
, I
NC
.
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||
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||
By:
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/
S
/ P
AUL
B. K
USSEROW
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Paul B. Kusserow,
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President, Chief Executive Officer and
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Member of the Board
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Signature
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Title
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Date
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/
S
/ P
AUL
B. K
USSEROW
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President, Chief Executive Officer
and Member of the Board (Principal
Executive Officer)
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February 28, 2019
|
Paul B. Kusserow
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|
/S/ SCOTT G. GINN
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Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
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|
February 28, 2019
|
Scott G. Ginn
|
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/
S
/ L
INDA
J. H
ALL
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Director
|
|
February 28, 2019
|
Linda J. Hall
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/
S
/ J
ULIE
D. K
LAPSTEIN
|
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Director
|
|
February 28, 2019
|
Julie D. Klapstein
|
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/
S
/ R
ICHARD
A. L
ECHLEITER
|
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Director
|
|
February 28, 2019
|
Richard A. Lechleiter
|
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/
S
/ J
AKE
L. N
ETTERVILLE
|
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Director
|
|
February 28, 2019
|
Jake L. Netterville
|
|
|
|
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/
S
/ B
RUCE
D. P
ERKINS
|
|
Director
|
|
February 28, 2019
|
Bruce D. Perkins
|
|
|
|
|
|
|
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|
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/
S
/ J
EFFREY
A. R
IDEOUT
|
|
Director
|
|
February 28, 2019
|
Jeffrey A. Rideout
|
|
|
|
|
|
|
|
|
|
/
S
/ D
ONALD
A. W
ASHBURN
|
|
Non-Executive Chairman of the
Board
|
|
February 28, 2019
|
Donald A. Washburn
|
|
|
|
|
|
|
|
|
|
/
S
/ N
ATHANIEL
M. Z
ILKHA
|
|
Director
|
|
February 28, 2019
|
Nathaniel M. Zilkha
|
|
|
|
3.
|
Effect of Termination of Employment
.
[The Participant’s rights to the RSU on termination of Employment are described in the Omnibus Plan.]
/
[This Section 3 modifies the terms of Omnibus Plan regarding the effect of termination of the Participant’s Employment (as defined in the Omnibus Plan).
|
(a)
|
Termination without Cause or with Good Reason Not Due to a Change in Control
. If the Participant’s Employment is terminated without Cause or with Good Reason (as such terms are defined in the Amedisys Holding, L.L.C. Severance Plan for Key Executives) at any time prior to a Change in Control (as such term is defined in the Omnibus Plan), or following the second anniversary of a Change in Control, the Participant shall be entitled to a pro rata vesting of a number of the RSUs. The pro rata calculation (which shall take into account the total number of RSUs that have previously vested) shall be determined by multiplying (x) the total number of RSUs granted under Section 1(a) of this Agreement by (y) a fraction, the numerator of which is the total number of whole months between the Grant Date and the date of termination and the denominator of which is [number of total months].
|
(b)
|
Other Termination of Employment
. Except as provided in this Section 3, the Participant’s rights to the RSU on termination of Employment are governed by the Omnibus Plan.]
|
/S/ Paul B. Kusserow
|
Paul B. Kusserow
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
/S/ Scott G. Ginn
|
Scott G. Ginn
|
Chief Financial Officer
|
(Principal Financial Officer)
|
/S/ Paul B. Kusserow
|
Paul B. Kusserow
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
/S/ Scott G. Ginn
|
Scott G. Ginn
|
Chief Financial Officer
|
(Principal Financial Officer)
|