UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 9, 2015

Commission File Number: 0-24260

 

 

 

LOGO

Amedisys, Inc.

(Exact Name of Registrant as specified in its Charter)

 

 

 

Delaware   11-3131700

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

Stock Repurchase Program

On September 9, 2015, Amedisys, Inc. (the “Company”) announced that its Board of Directors has authorized a stock repurchase program, under which the Company may repurchase up to $75 million of its outstanding common stock on or before September 6, 2016.

Under the terms of the program, Company may repurchase shares from time to time in open market transactions, block purchases or in private transactions in accordance with applicable federal securities laws and other legal requirements. The Company may enter into Rule 10b5-1 plans to effect some or all of the repurchases. The timing and the amount of the repurchases, if any, will be determined by Company management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors.

A copy of the Company’s press release announcing the share repurchase program is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Investor Presentation

As of September 9, 2015, representatives of the Company will begin making presentations at investor conferences using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.2. The Company expects to use these slides, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2015.

By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as previously set forth by specific reference in such a filing.

Use of our Website to Distribute Material Company Information

Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding our company, is routinely posted on and accessible on the Investor Relations subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We also use our website to expedite public access to time-critical information regarding our company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor Relations subpage of our website for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations subpage of our website.

 

2


Certain Forward-Looking Statements

When included in this press release, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: changes in Medicare and other medical payment levels, our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively, changes in or our failure to comply with existing Federal and State laws or regulations or the inability to comply with new government regulations on a timely basis, competition in the home health industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to attract and retain qualified personnel, changes in payments and covered services due to the economic downturn and deficit spending by Federal and State governments, future cost containment initiatives undertaken by third-party payors, our access to financing due to the volatility and disruption of the capital and credit markets, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate and manage our information systems, our ability to comply with requirements stipulated in our corporate integrity agreement and changes in law or developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

  99.1 Press Release dated September 9, 2015 titled “Amedisys Announces $75 Million Stock Repurchase Program” (furnished only)

 

  99.2 Investor Relations Slide Show in use beginning September 9, 2015 (furnished only)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMEDISYS, INC.
By:   /s/ Ronald A. LaBorde
  Ronald A. LaBorde
  Vice Chairman and Chief Financial Officer
  (Principal Financial Officer)

DATE: September 9, 2015

 

3


Exhibit Index

 

Exhibit No.

  

Description

99.1    Press Release dated September 9, 2015 titled “Amedisys Announces $75 Million Stock Repurchase Program” (furnished only)
99.2    Investor Relations Slide Show in use beginning September 9, 2015 (furnished only)

 

4



Exhibit 99.1

 

LOGO

Amedisys Announces $75 Million Stock Repurchase Program

Baton Rouge, Louisiana (September 9, 2015) - Amedisys, Inc. (NASDAQ: “AMED”), one of America’s leading home health and hospice care companies, today announced that its Board of Directors has authorized a stock repurchase program, under which the Company may repurchase up to $75 million of its outstanding common stock during the next year.

Paul B. Kusserow, President and Chief Executive Officer, stated, “Amedisys is committed to a disciplined capital allocation strategy. This announcement reflects the continued confidence of the Board and our management team in our long-term plan. While we will continue to prioritize investing in accretive acquisitions, our current capital position and strong free cash flow profile will adequately support reinvesting in our business while preserving the option to return capital to shareholders.”

Amedisys, Inc. (the “Company”) is headquartered in Baton Rouge, Louisiana and our common stock trades on the NASDAQ Global Select Market under the symbol “AMED”.

About Amedisys:

Amedisys, Inc. (NASDAQ: AMED) is a “health care at home” company delivering personalized home health and hospice care to more than 360,000 patients each year. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based recovery and rehabilitation after an operation or injury, care focused on empowering them to manage a chronic disease, palliative care for those with a terminal illness, or hospice care at the end of life. For more information about Amedisys, please visit: http://www.amedisys.com.

We use our company website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission (“SEC”) disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation, Nominating and Corporate Governance, Quality of Care and Compliance and Ethics Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Contact:

Amedisys, Inc.

David Castille

Managing Director, Finance and Assistant Treasurer

225.299.3665

david.castille@amedisys.com

 

###



Right care.
Right care.
Right time.
Right time.
Right place.
Right place.
Amedisys Investor Presentation
September 2015
Exhibit 99.2


2
Forward-looking Statements
This presentation may include forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are based
upon current expectations and assumptions about our business that are subject to a
variety of risks and uncertainties that could cause actual results to differ materially from
those described in this presentation. You should not rely on forward-looking statements as
a prediction of future events.
Additional information regarding factors that could cause actual results to differ materially
from those discussed in any forward-looking statements are described in reports and
registration statements we file with the SEC, including our Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
copies
of
which
are
available
on
the
Amedisys
internet
website
http://www.amedisys.com
or by contacting the Amedisys Investor Relations department at (225) 292-2031.
We disclaim any obligation to update any forward-looking statements or any changes in
events, conditions or circumstances upon which any forward-looking statement may be
based except as required by law.
www.amedisys.com
NASDAQ: AMED
We encourage everyone to visit the
Investors Section of our website at
www.amedisys.com, where we have
posted additional important
information such as press releases,
profiles concerning our business and
clinical operations and control
processes, and SEC filings.
We intend to use our website to
expedite public access to time-critical
information regarding the Company in
advance of or in lieu of distributing a
press release or a filing with the SEC
disclosing the same information.


3
Amedisys Snapshot
Overview
Founded in 1982, publicly
listed 1994
395 care centers in 34
states
13,000 employees
57,000 patients currently
on census
2014 revenue of $1.2
billion
360,000 patients seen
annually
Over 7.5 million annual
patient visits
Amedisys Home Health Care Centers (316 locations)
Amedisys Hospice Care Centers (79 locations)


4
Clinical Distinction
Become Employer
of Choice
Operational
Excellence and
Efficiency
Driving
Growth
Delivered
By
Enabled
By
Our
Goal
Delivered
By
Enabled
By
Our
Goal
We are a clinical organization that will drive outstanding outcomes for our patients in their
homes, as we provide our care centers and clinical team the right tools, and simplify
operations to allow them to focus on patient care
Amedisys Strategy: Winning “Same Game”
Clinical Distinction
Clinical guidelines that support consistent,
outstanding care
High quality as measured by STARS ratings and
other key measures
Invest in professional development of clinicians
Develop innovative clinical programs that
distinguish us in the market
Become Employer of Choice
Improved ability to recruit, develop, and retain
outstanding, talented people
Become “Employer of Choice” as we make
working at Amedisys
meaningful and more
rewarding
Operational Excellence and Efficiency
A new IT platform that makes it easier for
clinicians to focus on care delivery
Supporting processes that drive standardization
and simplification to improve operational
efficiency
Effective, more efficient corporate operations
Driving Growth
Improved information and tools to optimize
business development effectiveness
Developing the capabilities to succeed as market
moves to pay based on value
Investing capital to grow core businesses


5
Although SNF receives a greater percentage of PAC referrals than HH, many SNF patients
are eligible for HH, which is more cost effective and has lower readmission rates
Performance Variation Across PAC Settings
Opportunity exists to capture share from SNFs through education of discharge
planners, clinician trainers and through management of readmissions
38%
41%
10%
9%
2%
0
10
20
30
40
50
HH
SNF
IRF
ORF
LTCH
14%
24%
9%
19%
26%
0
10
20
30
40
50
HH
SNF
IRF
ORF
LTCH
Readmission Rates by PAC Type
Distribution of Referrals to PAC Settings
44% total share of home health episodes if appropriate
care setting is utilized (vs. 38% today)
$2.5 B in annual amount saved by Medicare if patients
utilize appropriate PAC setting
71% ORF episodes could receive care from HHA
15%
SNF
first
setting
episodes
could
receive
care
from
HHAs
2.6%
savings
in
total
Medicare post-discharge episode
spending
Impact of Appropriate Care Setting
$38,654
$17,399
$11,695
$6,300
$5,301
Medicare Exp
per case


6
Our vision is to add the capabilities to serve a broader array of acuities, and in
doing so take share from other providers becoming a value-added partner to at-risk
entities
Driving Growth by Expanding Care in the Home
Retail
Pharmacy
Ambulatory
Procedure
Center
Urgent
Care
Center
Diagnostic/
Imaging
Center
Physician
Clinics
Wellness
and Fitness
Center
Community-Based Care
Acute Care
The Unbroken Continuum of Care
Personal
Care
Core Focus Area
Potential Adjacencies
Home
Care
DME
Long
Term Care
Hospice
Hospital
at Home
Potential to reinforce and extend our core through adjacencies
IP
Rehab
Hospital
Post-Acute Care
OP
Rehab
SNF
ER
Share capture
Over Time


7
CMS released its inaugural ratings on the Home Health Compare website, Amedisys care
centers performed well and we are developing targeted improvement plans
Home Health Star Ratings and Value-Based Purchasing (VBP)
0%
10%
20%
30%
40%
50%
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
Star Rating
Star Rating Distribution –
Amedisys vs. Industry
Industry
Amedisys
Amedisys VBP States
93% of Amedisys care centers rated 3 stars or
better
Compares favorably to 72% for rest of
industry
2016 CMS proposed rule introduced value-
based purchasing pilot program
Reimbursement will be tied to quality and
outcomes
Approximately 25% of home health revenue is in
9 proposed VBP states
Star ratings metrics similar to those that
will determine reimbursement under VBP
Care center performance distribution is
similar in proposed VBP states


8
Amedisys
Strategy:
Tomorrow’s
Focus
Owning
the
Home
“New
Game”
Expand the definition of homecare by employing new capabilities and technologies –
engaging patients before an acute admission and again after discharge, preventing
readmissions  
HOME HEALTH
HOSPITAL
HOME HEALTH
Pre-Acute
Post-Acute
Targeted Capabilities to Take Share and Care for Higher and
Lower Acuity Patients
Amedisys
MD/PA/NP
Services
By selectively adding additional capabilities, we will increase our ability to prevent patients from being
admitted to the hospital (pre-acute) care for patients in the home, and capture share from higher cost
facility based services
Improve Analytics /
Data Management
Personal Care
Services
Assessments /
Discharge Planning
Enhanced Monitoring /
Telemedicine
Palliative
Care
DME /
Infusion


9
($ in millions, except per share data)
2Q14
3Q14
4Q14
1Q15
2Q15
Net Revenue
$305
$300
$301
$302
$314
Gross Margin %
43.4%
43.3%
43.0%
43.3%
44.1%
Total G&A Expenses
118
114
113
111
112
EBITDA (reported)
$22
$24
$23
$26
$32
EBITDA Margin
7.3%
7.9%
7.6%
8.7%
10.1%
EPS
$0.25
$0.28
$0.27
$0.30
$0.43
Summary
Adjusted
Financials
Quarterly
1


10
Adjusted
Cash
Flow
2
($ in Millions)
2Q14
3Q14
4Q14
1Q15
2Q15
Operating
cash flow
27
31
29
30
30
Changes
in working capital
(3)
(6)
11
(16)
13
Operating cash flow, net
24
25
40
14
43
Capital Expenditures
(4)
(1)
(2)
(2)
(15)
Required Debt Repayments
(3)
(3)
(3)
(3)
(3)
Free
Cash Flow
17
21
34
9
25
($ in Millions)
LTM
LTM Free Cash Flow
89
Leverage
ratio
3
0.9x
Liquidity
(avail. revolver + cash)
132


11
Balance Sheet
Assets
($ in MM)
12/31/14
3/31/15
6/30/15
Cash
$8
$3
$33
Accounts Receivable,
net
99
111
110
Property
and Equipment
137
57
67
Goodwill
206
206
206
Deferred Tax Asset
125
147
140
Other
95
99
89
Total Assets
670
623
645
Liabilities and Equity
Other Liabilities
$155
$156
$168
Long-Term
Debt
118
100
97
Equity
397
367
380
Total Liabilities and Equity
670
623
645
Days Sales Outstanding
29
32
31


12
($ in millions)
2Q14
1Q15
2Q15
Net Revenue
$243
$241
$248
Gross Margin %
42.8%
42.6%
42.6%
Key Operating Statistics
Same store Medicare revenue growth
2%
6%
(1%)
Same store non-Medicare revenue growth
21%
20%
16%
Medicare recert
rate
37%
37%
36%
Cost per visit
$85.08
$86.33
$84.43
Home
Health
Segment
1


13
($ in millions)
2Q14
1Q15
2Q15
Net Revenue
$62
$60
$66
Gross Margin %
46.1%
46.3%
49.6%
Same store ADC growth
(4%)
1%
8%
Same store admission growth
(3%)
7%
11%
Revenue per day
$145.44
$147.48
$147.53
Cost per day
$78.24
$79.12
$74.07
Hospice
Segment
1


14
Contact Information
Ronnie LaBorde
Vice Chairman and Chief Financial Officer
ronnie.laborde@amedisys.com
David Castille
Managing Director, Finance
david.castille@amedisys.com
Amedisys, Inc.
5959 S. Sherwood Forest Blvd.
Baton Rouge, LA 70816
Office: 225.292.2031


15
Endnotes
1.
The financial results for the three month periods ended June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015 and
June 30, 2015 are adjusted for certain items and should be considered a non-GAAP financial measure.  A reconciliation of these non-
GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period.
2.
Operating cash flow detailed in this schedule is adjusted for DOJ settlement payments made in 2Q14 ($115 million) and 4Q14 ($35
million).
3.
Leverage ratio defined as total debt on balance sheet at 6/30/15 divided by the sum of adjusted EBITDA for the last four quarters.
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