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
Amedisys, Inc.
(Exact Name of Registrant as specified in its Charter)
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Delaware |
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11-3131700 |
(State or other jurisdiction of
incorporation or organization) |
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(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
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Companys 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 Companys 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.
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99.1 |
Press Release dated September 9, 2015 titled Amedisys Announces $75 Million Stock Repurchase Program (furnished only) |
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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.
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AMEDISYS, INC. |
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By: |
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/s/ Ronald A. LaBorde |
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Ronald A. LaBorde |
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Vice Chairman and Chief Financial Officer |
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(Principal Financial Officer) |
DATE: September 9, 2015
3
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated September 9, 2015 titled Amedisys Announces $75 Million Stock Repurchase Program (furnished only) |
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99.2 |
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Investor Relations Slide Show in use beginning September 9, 2015 (furnished only) |
4
Exhibit 99.1
Amedisys Announces $75 Million Stock Repurchase Program
Baton Rouge, Louisiana (September 9, 2015) - Amedisys, Inc. (NASDAQ: AMED), one of Americas 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: Tomorrows 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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