U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2004
or
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number: 0-24260
AMEDISYS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 11-3131700 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
11100 Mead Road, Suite 300, Baton Rouge, LA 70816
(Address of principal executive offices including zip code)
(225) 292-2031
(Registrants telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of Common Stock, par value $.001, outstanding as of May 10, 2004: 12,305,943 shares
1
| FINANCIAL INFORMATION |
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| Item 1. |
Financial Statements |
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| Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 |
3 | |||
| Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2003 |
4 | |||
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 |
5 | |||
| 6 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
16 | ||
| Item 3. |
25 | |||
| Item 4. |
25 | |||
| PART II. OTHER INFORMATION |
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| Item 1. |
25 | |||
| Item 2. |
25 | |||
| Item 3. |
25 | |||
| Item 4. |
26 | |||
| Item 5. |
26 | |||
| Item 6. |
26 | |||
2
| Item 1. | FINANCIAL STATEMENTS |
AMEDISYS, INC. AND SUBSIDIARIES
As of March 31, 2004 and December 31, 2003
(Dollar amounts in 000s, except share data)
| March 31, 2004 |
December 31, 2003 |
|||||||
| ASSETS: |
(unaudited | ) | ||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 24,338 | $ | 29,779 | ||||
| Patient accounts receivable, net of allowance for doubtful accounts |
||||||||
| of $3,554 at March 31, 2004 and $3,008 at December 31, 2003 |
14,893 | 15,185 | ||||||
| Prepaid expenses |
2,452 | 1,103 | ||||||
| Deferred income taxes |
831 | 1,650 | ||||||
| Inventory and other current assets |
1,269 | 1,879 | ||||||
| Total current assets |
43,783 | 49,596 | ||||||
| Property and equipment, net |
7,239 | 7,219 | ||||||
| Goodwill and other assets, net |
55,106 | 35,658 | ||||||
| Total assets |
$ | 106,128 | $ | 92,473 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY: |
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| CURRENT LIABILITIES: |
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| Accounts payable |
$ | 5,009 | $ | 3,340 | ||||
| Accrued expenses: |
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| Payroll and payroll taxes |
10,639 | 9,163 | ||||||
| Insurance |
1,990 | 2,336 | ||||||
| Income taxes |
735 | 575 | ||||||
| Legal settlements |
1,337 | 1,248 | ||||||
| Other |
7,985 | 2,818 | ||||||
| Current portion of long-term debt |
4,175 | 3,974 | ||||||
| Current portion of obligations under capital leases |
653 | 1,217 | ||||||
| Current portion of Medicare liabilities |
9,350 | 9,347 | ||||||
| Total current liabilities |
41,873 | 34,018 | ||||||
| Long-term debt |
1,807 | 2,696 | ||||||
| Obligations under capital leases |
391 | 391 | ||||||
| Deferred income taxes |
3,264 | 2,756 | ||||||
| Other long-term liabilities |
1,213 | 1,213 | ||||||
| Total liabilities |
48,548 | 41,074 | ||||||
| STOCKHOLDERS EQUITY: |
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| Preferred stock, $.001 par value, 5,000,000 shares authorized; |
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| None issued and outstanding |
| | ||||||
| Common stock, $.001 par value, 30,000,000 shares authorized; |
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| 12,146,898 and 11,908,146 shares issued at March 31, 2004 and December 31, 2003, respectively |
12 | 12 | ||||||
| Additional paid-in capital |
57,425 | 55,465 | ||||||
| Treasury stock at cost, 4,167 shares held |
(25 | ) | (25 | ) | ||||
| Retained earnings (deficit) |
168 | (4,053 | ) | |||||
| Total stockholders equity |
57,580 | 51,399 | ||||||
| Total liabilities and stockholders equity |
$ | 106,128 | $ | 92,473 | ||||
See accompanying notes to consolidated financial statements.
3
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2004 and 2003
(dollar amounts in 000s, except per share data)
| For the three months ended March 31, |
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| 2004 |
2003 |
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| (unaudited) | (unaudited) | |||||||
| Income: |
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| Net service revenue |
$ | 47,339 | $ | 31,132 | ||||
| Cost of service revenue (excluding depreciation and amortization) |
19,480 | 12,909 | ||||||
| Gross margin |
27,859 | 18,223 | ||||||
| General and administrative expenses: |
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| Salaries and benefits |
12,557 | 9,861 | ||||||
| Other |
8,397 | 6,178 | ||||||
| Total general and administrative expenses |
20,954 | 16,039 | ||||||
| Operating income |
6,905 | 2,184 | ||||||
| Other income (expense): |
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| Interest income |
52 | 17 | ||||||
| Interest expense |
(124 | ) | (360 | ) | ||||
| Miscellaneous |
(4 | ) | 10 | |||||
| Total other expense, net |
(76 | ) | (333 | ) | ||||
| Income before income taxes |
6,829 | 1,851 | ||||||
| Income tax expense |
2,608 | 702 | ||||||
| Net income |
$ | 4,221 | $ | 1,149 | ||||
| Basic weighted average common shares outstanding |
12,006,000 | 9,327,000 | ||||||
| Basic income per common share: |
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| Net income |
$ | 0.35 | $ | 0.12 | ||||
| Diluted weighted average common shares outstanding |
12,536,000 | 9,501,000 | ||||||
| Diluted income per common share: |
||||||||
| Net income |
$ | 0.34 | $ | 0.12 | ||||
See accompanying notes to consolidated financial statements.
4
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2004 and 2003
(Unaudited, Dollar amounts in 000s)
| Three months ended |
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| March 31, 2004 |
March 31, 2003 |
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| CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net income |
$ | 4,221 | $ | 1,149 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Depreciation |
894 | 740 | ||||||
| Provision for bad debts |
743 | 494 | ||||||
| Deferred income taxes |
1,327 | 660 | ||||||
| Tax benefit from stock option exercises |
880 | 9 | ||||||
| Compensation expense |
20 | | ||||||
| Changes in assets and liabilities: |
||||||||
| (Increase) decrease in accounts receivable |
(451 | ) | 2,746 | |||||
| (Increase) in inventory and other current assets |
(719 | ) | (564 | ) | ||||
| (Increase) decrease in other assets |
(470 | ) | 20 | |||||
| Increase (decrease) in accounts payable |
1,670 | (719 | ) | |||||
| Increase (decrease) in Medicare liabilities |
4 | (116 | ) | |||||
| Increase in accrued expenses |
1,614 | 317 | ||||||
| Net cash provided by operating activities |
9,733 | 4,736 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
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| Proceeds from sale of property and equipment |
9 | | ||||||
| Purchase of property and equipment |
(625 | ) | (298 | ) | ||||
| Cash used in purchase acquisitions |
(14,151 | ) | | |||||
| Net cash used in investing activities |
(14,767 | ) | (298 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Proceeds from issuance of notes payable |
417 | 544 | ||||||
| Payments on notes payable and capital leases |
(1,773 | ) | (1,700 | ) | ||||
| Decrease in Medicare liabilities, net |
| (786 | ) | |||||
| Proceeds from private placement of stock, net |
(23 | ) | | |||||
| Proceeds from issuance of stock from Employee Stock Purchase Plan |
153 | 531 | ||||||
| Proceeds from issuance of stock upon exercise of stock options and warrants |
819 | 453 | ||||||
| Net cash used in financing activities |
(407 | ) | (958 | ) | ||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(5,441 | ) | 3,840 | |||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
29,779 | 4,861 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 24,338 | $ | 8,341 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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| Cash paid for: |
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| Interest |
$ | 109 | $ | 340 | ||||
| Income taxes |
$ | 300 | $ | (151 | ) | |||
See accompanying notes to consolidated financial statements.
5
AMEDISYS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
| 1. | Organization |
Amedisys, Inc. (Amedisys or the Company) is a multi-state provider of home health care nursing services. At March 31, 2004, the Company operated ninety-two home care nursing offices and two corporate offices in the southern and southeastern United States.
In the opinion of management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the Companys financial position at March 31, 2004, the results of operations for the three months ended March 31, 2004 and 2003, and cash flows for the three months ended March 31, 2004 and 2003. The results of operations for the interim periods are not necessarily indicative of results of operations for the entire year. These interim consolidated financial statements should be read in conjunction with the Companys annual financial statements and related notes in the Companys Form 10-K.
| 2. | Revenue Recognition |
Medicare Revenue Recognition
Under the Medicare Prospective Payment System (PPS), the Company is paid by Medicare based on episodes of care. An episode of care is defined as a length of care up to sixty days with multiple continuous episodes allowed. A base episode payment is established by the Medicare Program through federal legislation for all episodes of care ended on or after the applicable time periods detailed below:
| Period |
Base episode payment | ||
| Beginning October 1, 2000 through March 31, 2001 |
$ | 2,115 per episode | |
| April 1, 2001 through September 30, 2001 |
$ | 2,264 per episode | |
| October 1, 2001 through September 30, 2002 |
$ | 2,274 per episode | |
| October 1, 2002 through September 30, 2003 |
$ | 2,159 per episode | |
| October 1, 2003 through March 31, 2004 |
$ | 2,231 per episode | |
| April 1, 2004 through December 31, 2004 |
$ | 2,213 per episode | |
With respect to Medicare reimbursement changes, the applicability of the reimbursement change is dependent upon the completion date of the episode; therefore, changes in reimbursement, both positive and negative, will impact the financial results of the Company up to sixty days in advance of the effective date.
The base episode payment is adjusted by applicable regulations including, but not limited to, the following: a case mix adjuster consisting of eighty (80) home health resource groups (HHRG), the applicable geographic wage index, low utilization (either expected or unexpected), intervening events and other factors. The episode payment is also adjusted in the event that a patient is either readmitted by the Company, or admitted to another home health agency prior to the expiration of 60 days from the original admission date these adjustments are known as partial episode payments. The episode payment will be made to providers regardless of the cost to provide care. The services covered by the episode payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.
A portion of reimbursement from each Medicare episode is billed and cash is typically received before all services are rendered. The estimated episodic payment is billed at the commencement of the episode. Sixty percent of the estimated reimbursement is received at initial billing for the initial episode of c