Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-24260 | |
Entity Registrant Name | AMEDISYS INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3131700 | |
Entity Address, Street Name | 3854 American Way | |
Entity Address, Suite | Suite A | |
Entity Address, City | Baton Rouge | |
Entity Address, State | LA | |
Entity Address, Postal Zip Code | 70816 | |
City Area Code | 225 | |
Local Phone Number | 292-2031 | |
Title of each class | Common Stock, par value $0.001 per share | |
Trading Symbol | AMED | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,602,425 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000896262 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 124,458 | $ 81,808 |
Restricted cash | 3,750 | 1,549 |
Patient accounts receivable | 274,570 | 255,145 |
Prepaid expenses | 16,080 | 10,217 |
Other current assets | 14,024 | 13,265 |
Total current assets | 432,882 | 361,984 |
Property and equipment, net of accumulated depreciation of $100,407 and $95,024 | 20,381 | 23,719 |
Operating lease right of use assets | 100,028 | 93,440 |
Goodwill | 1,188,054 | 932,685 |
Intangible assets, net of accumulated amortization of $20,309 and $22,973 | 118,084 | 74,183 |
Deferred income taxes | 10,111 | 47,987 |
Other assets | 68,105 | 33,200 |
Total assets | 1,937,645 | 1,567,198 |
Current liabilities: | ||
Accounts payable | 41,649 | 42,674 |
Payroll and employee benefits | 155,123 | 146,929 |
Accrued expenses | 154,264 | 166,192 |
Provider relief fund advance | 58,535 | 60,000 |
Current portion of long-term obligations | 13,225 | 10,496 |
Current portion of operating lease liabilities | 31,553 | 30,046 |
Total current liabilities | 454,349 | 456,337 |
Long-term obligations, less current portion | 434,781 | 204,511 |
Operating lease liabilities, less current portion | 67,723 | 61,987 |
Other long-term obligations | 31,991 | 33,622 |
Total liabilities | 988,844 | 756,457 |
Commitments and Contingencies—Note 6 | ||
Equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 60,000,000 shares authorized; 37,659,284 and 37,470,212 shares issued; and 32,590,775 and 32,814,278 shares outstanding | 38 | 38 |
Additional paid-in capital | 720,875 | 698,287 |
Treasury stock, at cost 5,068,509 and 4,655,934 shares of common stock | (420,665) | (319,092) |
Retained earnings | 605,016 | 429,991 |
Total Amedisys, Inc. stockholders’ equity | 905,264 | 809,224 |
Noncontrolling interests | 43,537 | 1,517 |
Total equity | 948,801 | 810,741 |
Total liabilities and equity | $ 1,937,645 | $ 1,567,198 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 100,407 | $ 95,024 |
Intangible assets, accumulated amortization | $ 20,309 | $ 22,973 |
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 60,000,000 | 60,000,000 |
Common stock, issued (shares) | 37,659,284 | 37,470,212 |
Common stock, outstanding (shares) | 32,590,775 | 32,814,278 |
Treasury stock at cost (shares) | 5,068,509 | 4,655,934 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net service revenue | $ 553,485 | $ 544,070 | $ 1,654,795 | $ 1,520,814 |
Other operating income | (4) | 4,812 | 13,300 | 27,592 |
Cost of service, excluding depreciation and amortization | 310,294 | 297,668 | 916,188 | 878,633 |
General and administrative expenses: | ||||
Salaries and benefits | 119,373 | 123,146 | 349,533 | 330,329 |
Non-cash compensation | 4,397 | 7,124 | 17,860 | 19,758 |
Other | 55,158 | 49,348 | 158,995 | 142,616 |
Depreciation and amortization | 7,487 | 8,283 | 21,763 | 19,955 |
Operating expenses | 496,709 | 485,569 | 1,464,339 | 1,391,291 |
Operating income | 56,772 | 63,313 | 203,756 | 157,115 |
Other income (expense): | ||||
Interest income | 0 | 31 | 49 | 258 |
Interest expense | (2,730) | (2,692) | (6,734) | (8,675) |
Equity in earnings from equity method investments | 1,444 | 1,435 | 3,932 | 2,399 |
Gain (loss) on equity method investments | 0 | 0 | 31,092 | (2,980) |
Miscellaneous, net | 490 | 122 | 1,253 | 662 |
Total other (expense) income, net | (796) | (1,104) | 29,592 | (8,336) |
Income before income taxes | 55,976 | 62,209 | 233,348 | 148,779 |
Income tax (expense) benefit | (10,731) | 10,202 | (57,192) | (9,175) |
Net income | 45,245 | 72,411 | 176,156 | 139,604 |
Net income attributable to noncontrolling interests | (239) | (430) | (1,131) | (1,147) |
Net income attributable to Amedisys, Inc. | $ 45,006 | $ 71,981 | $ 175,025 | $ 138,457 |
Basic earnings per common share: | ||||
Net income attributable to Amedisys, Inc. common stockholders, basic (usd per share) | $ 1.38 | $ 2.20 | $ 5.36 | $ 4.26 |
Weighted average shares outstanding, basic (shares) | 32,607 | 32,662 | 32,658 | 32,469 |
Diluted earnings per common share: | ||||
Net income attributable to Amedisys, Inc. common stockholders, diluted (usd per share) | $ 1.37 | $ 2.16 | $ 5.30 | $ 4.16 |
Weighted average shares outstanding, diluted (shares) | 32,899 | 33,260 | 33,021 | 33,267 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Noncontrolling Interests |
Balance, Stockholders Equity at Dec. 31, 2019 | $ 641,513 | $ 37 | $ 645,256 | $ (251,241) | $ 15 | $ 246,383 | $ 1,063 |
Balance (in shares) at Dec. 31, 2019 | 36,638,021 | ||||||
Issuance of stock - employee stock purchase plan | 2,600 | 2,600 | |||||
Issuance of stock - employee stock purchase plan (shares) | 16,772 | ||||||
Issuance of stock - 401(k) plan | 3,057 | $ 0 | 3,057 | ||||
Issuance of stock - 401(k) plan (shares) | 18,312 | ||||||
Issuance/(cancellation) of non-vested stock | 0 | $ 0 | 0 | ||||
Issuance/(cancellation) of non-vested stock (shares) | 166,651 | ||||||
Exercise of stock options | 6,070 | 6,070 | |||||
Exercise of stock options (in shares) | 617,688 | ||||||
Non-cash compensation | 19,758 | 19,758 | |||||
Surrendered Shares | (54,172) | 13,358 | (67,530) | ||||
Noncontrolling interest distribution | (672) | (672) | |||||
Write-off of other comprehensive income | (15) | (15) | |||||
Net income | 139,604 | 138,457 | 1,147 | ||||
Balance, Stockholders Equity at Sep. 30, 2020 | 757,743 | $ 37 | 690,099 | (318,771) | 0 | 384,840 | 1,538 |
Balance (in shares) at Sep. 30, 2020 | 37,457,444 | ||||||
Balance, Stockholders Equity at Jun. 30, 2020 | 722,259 | $ 37 | 665,580 | (257,625) | 0 | 312,859 | 1,408 |
Balance (in shares) at Jun. 30, 2020 | 36,831,298 | ||||||
Issuance of stock - employee stock purchase plan | 914 | 914 | |||||
Issuance of stock - employee stock purchase plan (shares) | 5,414 | ||||||
Issuance/(cancellation) of non-vested stock | 0 | $ 0 | 0 | ||||
Issuance/(cancellation) of non-vested stock (shares) | 81,767 | ||||||
Exercise of stock options | 3,123 | 3,123 | |||||
Exercise of stock options (in shares) | 538,965 | ||||||
Non-cash compensation | 7,124 | 7,124 | |||||
Surrendered Shares | (47,788) | 13,358 | (61,146) | ||||
Noncontrolling interest distribution | (300) | (300) | |||||
Net income | 72,411 | 71,981 | 430 | ||||
Balance, Stockholders Equity at Sep. 30, 2020 | 757,743 | $ 37 | 690,099 | (318,771) | 0 | 384,840 | 1,538 |
Balance (in shares) at Sep. 30, 2020 | 37,457,444 | ||||||
Balance, Stockholders Equity at Dec. 31, 2020 | 810,741 | $ 38 | 698,287 | (319,092) | 0 | 429,991 | 1,517 |
Balance (in shares) at Dec. 31, 2020 | 37,470,212 | ||||||
Issuance of stock - employee stock purchase plan | 3,022 | 3,022 | |||||
Issuance of stock - employee stock purchase plan (shares) | 13,357 | ||||||
Issuance/(cancellation) of non-vested stock | 0 | $ 0 | 0 | ||||
Issuance/(cancellation) of non-vested stock (shares) | 148,529 | ||||||
Exercise of stock options | 1,706 | 1,706 | |||||
Exercise of stock options (in shares) | 27,186 | ||||||
Non-cash compensation | 17,860 | 17,860 | |||||
Surrendered Shares | (16,694) | (16,694) | |||||
Shares repurchased | (84,879) | (84,879) | |||||
Noncontrolling interest distribution | (1,253) | (1,253) | |||||
Acquired noncontrolling interest | 42,142 | 42,142 | |||||
Net income | 176,156 | 175,025 | 1,131 | ||||
Balance, Stockholders Equity at Sep. 30, 2021 | 948,801 | $ 38 | 720,875 | (420,665) | 0 | 605,016 | 43,537 |
Balance (in shares) at Sep. 30, 2021 | 37,659,284 | ||||||
Balance, Stockholders Equity at Jun. 30, 2021 | 875,887 | $ 38 | 714,334 | (400,110) | 0 | 560,010 | 1,615 |
Balance (in shares) at Jun. 30, 2021 | 37,553,355 | ||||||
Issuance of stock - employee stock purchase plan | 1,061 | 1,061 | |||||
Issuance of stock - employee stock purchase plan (shares) | 5,095 | ||||||
Issuance/(cancellation) of non-vested stock | 0 | $ 0 | 0 | ||||
Issuance/(cancellation) of non-vested stock (shares) | 87,460 | ||||||
Exercise of stock options | 1,083 | 1,083 | |||||
Exercise of stock options (in shares) | 13,374 | ||||||
Non-cash compensation | 4,397 | 4,397 | |||||
Surrendered Shares | (9,750) | (9,750) | |||||
Shares repurchased | (10,805) | (10,805) | |||||
Noncontrolling interest distribution | (459) | (459) | |||||
Acquired noncontrolling interest | 42,142 | 42,142 | |||||
Net income | 45,245 | 45,006 | 239 | ||||
Balance, Stockholders Equity at Sep. 30, 2021 | $ 948,801 | $ 38 | $ 720,875 | $ (420,665) | $ 0 | $ 605,016 | $ 43,537 |
Balance (in shares) at Sep. 30, 2021 | 37,659,284 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 176,156 | $ 139,604 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 21,763 | 19,955 |
Non-cash compensation | 17,860 | 19,758 |
Amortization and impairment of operating lease right of use assets | 30,181 | 29,149 |
Gain on disposal of property and equipment | (64) | (77) |
(Gain) loss on equity method investments | (31,092) | 2,980 |
Write-off of other comprehensive income | 0 | (15) |
Deferred income taxes | 34,729 | (2,762) |
Equity in earnings from equity method investments | (3,932) | (2,399) |
Amortization of deferred debt issuance costs/debt discount | 669 | 653 |
Return on equity method investments | 4,268 | 3,919 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Patient accounts receivable | (17,638) | 6,486 |
Other current assets | (6,219) | (28,217) |
Other assets | (938) | (91) |
Accounts payable | (1,192) | (1,627) |
Accrued expenses | (9,363) | 25,594 |
Other long-term obligations | (1,785) | 38,481 |
Operating lease liabilities | (27,372) | (25,576) |
Operating lease right of use assets | (2,304) | (2,775) |
Net cash provided by operating activities | 183,727 | 223,040 |
Cash Flows from Investing Activities: | ||
Proceeds from sale of deferred compensation plan assets | 126 | 94 |
Proceeds from sale of property and equipment | 140 | 80 |
Purchases of property and equipment | (5,187) | (2,995) |
Investments in technology assets | (147) | 0 |
Investments in equity method investees | 0 | (875) |
Proceeds from sale of equity method investment | 0 | 17,876 |
Acquisitions of businesses, net of cash acquired | (264,872) | (299,723) |
Net cash used in investing activities | (269,940) | (285,543) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of stock upon exercise of stock options | 1,706 | 6,070 |
Proceeds from issuance of stock to employee stock purchase plan | 3,022 | 2,600 |
Shares withheld to pay taxes on non-cash compensation | (16,694) | (54,172) |
Noncontrolling interest distribution | (1,253) | (672) |
Proceeds from borrowings under term loan | 290,312 | 0 |
Proceeds from borrowings under revolving line of credit | 500,700 | 432,000 |
Repayments of borrowings under revolving line of credit | (551,700) | (357,000) |
Principal payments of long-term obligations | (5,893) | (7,360) |
Debt issuance costs | (2,792) | 0 |
Purchase of company stock | (84,879) | 0 |
Provider relief fund advance | (1,465) | 60,000 |
Net cash provided by financing activities | 131,064 | 81,466 |
Net increase in cash, cash equivalents and restricted cash | 44,851 | 18,963 |
Cash, cash equivalents and restricted cash at beginning of period | 83,357 | 96,490 |
Cash, cash equivalents and restricted cash at end of period | 128,208 | 115,453 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 3,479 | 4,902 |
Cash paid for income taxes, net of refunds received | 25,482 | 30,290 |
Cash paid for operating lease liabilities | 29,676 | 28,351 |
Cash paid for finance lease liabilities | 1,509 | 1,483 |
Supplemental Disclosures of Non-Cash Activity: | ||
Right of use assets obtained in exchange for operating lease liabilities | 34,881 | 29,876 |
Right of use assets obtained in exchange for finance lease liabilities | 814 | 822 |
Reductions to right of use assets resulting from reductions to operating lease liabilities | $ 1,183 | $ 767 |
NATURE OF OPERATIONS, CONSOLIDA
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS | NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS Amedisys, Inc., a Delaware corporation (together with its consolidated subsidiaries, referred to herein as “Amedisys,” “we,” “us,” or “our”), is a multi-state provider of home health, hospice, personal care and high acuity care services with approximately 75% of our net service revenue derived from Medicare for the three and nine-month periods ended September 30, 2021 and approximately 76% and 75% of our net service revenue derived from Medicare for the three and nine-month periods ended September 30, 2020, respectively. As of September 30, 2021, we owned and operated 328 Medicare-certified home health care centers, 177 Medicare-certified hospice care centers, 14 personal-care care centers and 8 high acuity care joint ventures in 38 states within the United States and the District of Columbia. Basis of Presentation In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year and have not been audited by our independent auditors. This report should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021 (the “Form 10-K”), which includes information and disclosures not included herein. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented, as allowed by SEC rules and regulations. Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update ("ASU") 2020-10, Codification Improvements , which included minor technical corrections and clarifications to improve consistency and clarify the application of various provisions of the codification by amending the codification to include all disclosure guidance in the appropriate disclosure sections and by amending and adding new headings, cross referencing to other guidance and refining or correcting terminology. Our adoption of this standard did not have a material effect on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference the London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which adds implementation guidance to ASU 2020-04 to clarify certain optional expedients in Topic 848. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and may generally be applied prospectively through December 31, 2022. This standard will not have an effect on our condensed consolidated financial statements. Use of Estimates Our accounting and reporting policies conform with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we are required to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of Amedisys, Inc. and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated and business combinations accounted for as purchases have been included from their respective dates of acquisition. In addition to our wholly owned subsidiaries, we also have certain equity investments that are accounted for as set forth below. Investments We consolidate investments when the entity is a variable interest entity ("VIE") and we are the primary beneficiary or if we have controlling interests in the entity, which is generally ownership in excess of 50%. Third-party equity interests in our consolidated joint ventures are reflected as noncontrolling interests in our condensed consolidated financial statements. We account for investments in entities in which we have the ability to exercise significant influence under the equity method if we hold 50% or less of the voting stock and the entity is not a VIE in which we are the primary beneficiary. The book value of investments that we account for under the equity method of accounting was $48.3 million and $14.2 million as of September 30, 2021 and December 31, 2020, respectively, and is reflected in other assets within our condensed consolidated balance sheets. In connection with the acquisition of Contessa Health ("Contessa") on August 1, 2021, we obtained interests in several joint ventures with health system partners and a professional corporation that employs clinicians. Each of these entities meets the criteria to be classified as a VIE. As of September 30, 2021, we are proportionately consolidating seven of our eight joint ventures with health system partners as well as the professional corporation as we have concluded that we are the primary beneficiary of these VIEs. We have management agreements in place with each of these entities whereby we manage the entities and run the day-to-day operations. As such, we possess the power to direct the activities that most significantly impact the economic performance of the VIEs. The significant activities include, but are not limited to, negotiating provider and payor contracts, establishing patient care policies and protocols, making employment and compensation decisions, developing the operating and capital budgets, performing marketing activities and providing accounting support. We also have the obligation to absorb any expected losses and the right to receive benefits. We account for one of our joint ventures with a health system partner under the equity method of accounting as we are not considered to be the primary beneficiary of this VIE. The terms of the agreements with each VIE prohibit us from using the assets of the VIE to satisfy the obligations of other entities. The carrying amount of the VIEs’ assets and liabilities included in our condensed consolidated balance sheet are as follows (amounts in millions): September 30, 2021 ASSETS Current assets: Cash and cash equivalents $ 3.7 Patient accounts receivable 2.5 Other current assets 0.1 Total current assets 6.3 Property and equipment 0.1 Total assets $ 6.4 LIABILITIES Current liabilities: Payroll and employee benefits $ 0.3 Accrued expenses 3.3 Current portion of long-term obligations 0.8 Total current liabilities 4.4 Other long-term obligations 0.1 Total liabilities $ 4.5 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition We account for revenue from contracts with customers in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , and as such, we recognize revenue in the period in which we satisfy our performance obligations under our contracts by transferring our promised services to our customers in amounts that reflect the consideration to which we expect to be entitled in exchange for providing patient care, which are the transaction prices allocated to the distinct services. The Company's cost of obtaining contracts is not material. Revenues are recognized as performance obligations are satisfied, which varies based on the nature of the services provided. Our performance obligation is the delivery of patient care services in accordance with the nature and frequency of services outlined in physicians' orders, which are determined by a physician based on a patient's specific goals. The Company's performance obligations relate to contracts with a duration of less than one year; therefore, the Company has elected to apply the optional exemption provided by ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by estimates for contractual and non-contractual revenue adjustments. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third-party payors and others for services provided. Non-contractual revenue adjustments include discounts provided to self-pay, uninsured patients or other payors, adjustments resulting from payment reviews and adjustments arising from our inability to obtain appropriate billing documentation, authorizations or face-to-face documentation. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of change. Non-contractual revenue adjustments are recorded for self-pay, uninsured patients and other payors by major payor class based on our historical collection experience, aged accounts receivable by payor and current economic conditions. The non-contractual revenue adjustments represent the difference between amounts billed and amounts we expect to collect based on our collection history with similar payors. The Company assesses its ability to collect for the healthcare services provided at the time of patient admission based on the Company's verification of the patient's insurance coverage under Medicare, Medicaid, and other commercial or managed care insurance programs. Medicare represents approximately 75% of our net service revenue for the three and nine-month periods ended September 30, 2021 and approximately 76% and 75% of our net service revenue for the three and nine-month periods ended September 30, 2020, respectively. Amounts due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process. We determine our estimates for non-contractual revenue adjustments related to our inability to obtain appropriate billing documentation, authorizations, or face-to-face documentation based on our historical experience which primarily includes a historical collection rate of over 99% on Medicare claims. Revenue is recorded at amounts we estimate to be realizable for services provided. Revenue by payor class as a percentage of total net service revenue is as follows: For the Three-Month Periods Ended September 30, For the Nine-Month Periods 2021 2020 2021 2020 Home Health: Medicare 41 % 41 % 41 % 41 % Non-Medicare - Episodic-based 8 % 7 % 8 % 6 % Non-Medicare - Non-episodic based 12 % 12 % 12 % 13 % Hospice: Medicare 34 % 35 % 34 % 34 % Non-Medicare 2 % 2 % 2 % 2 % Personal Care 3 % 3 % 3 % 4 % 100 % 100 % 100 % 100 % Home Health Revenue Recognition Medicare Revenue Effective January 1, 2020, the Centers for Medicare and Medicaid Services ("CMS") implemented a revised case-mix adjustment methodology, the Patient-Driven Groupings Model ("PDGM"), to better align payment with patient care needs and ensure that clinically complex and ill beneficiaries have adequate access to home health care. PDGM uses 30-day periods of care rather than 60-day episodes of care as the unit of payment, eliminates the use of the number of therapy visits provided in determining payment and relies more heavily on clinical characteristics and other patient information. Net service revenue is recorded based on the established Federal Medicare home health payment rate for a 30-day period of care. ASC 606 notes that if an entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice. We have elected to apply the "right to invoice" practical expedient and therefore, our revenue recognition is based on the reimbursement we are entitled to for each 30-day payment period. We utilize our historical average length of stay for each 30-day period of care as the measure of progress towards the satisfaction of our performance obligation. PDGM uses timing, admission source, functional impairment levels and principal and other diagnoses to case-mix adjust payments. The case-mix adjusted payment for a 30-day period of care is subject to additional adjustments based on certain variables, including, but not limited to (a) an outlier payment if our patient's care was unusually costly (capped at 10% of total reimbursement per provider number); (b) a low utilization payment adjustment (“LUPA”) if the number of visits provided was less than the established threshold, which ranges from two to six visits and varies for every case-mix group under PDGM; (c) a partial payment if a patient is transferred to another provider or from another provider before completing the 30-day period of care; and (d) the applicable geographic wage index. Payments for routine and non-routine supplies are included in the 30-day payment rate. Medicare can also make various adjustments to payments received if we are unable to produce appropriate billing documentation or acceptable authorizations. We estimate the impact of such adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record this estimate during the period in which services are rendered to revenue with a corresponding reduction to patient accounts receivable. Amounts due from Medicare include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process. All Medicare contracts are required to have a signed plan of care which represents a single performance obligation, comprised of the delivery of a series of distinct services that are substantially similar and have a similar pattern of transfer to the customer. Accordingly, the Company accounts for the series of services ("episode") as a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the goods and services provided. An episode starts the first day a billable visit is performed and ends 60 days later or upon discharge, if earlier, with multiple continuous episodes allowed. The Medicare home health benefit requires that beneficiaries be homebound (meaning that the beneficiary is unable to leave his/her home without a considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services, and receive treatment under a plan of care established and periodically reviewed by a physician. In order to provide greater flexibility during the novel coronavirus pandemic ("COVID-19"), CMS relaxed the definition of homebound status through the duration of the public health emergency. During the pandemic, a beneficiary is considered homebound if they have been instructed by a physician not to leave their home because of a confirmed or suspected COVID-19 diagnosis or if the patient has a condition that makes them more susceptible to contracting COVID-19. Therefore, if a beneficiary is homebound due to COVID-19 and requires skilled services, the services will be covered under the Medicare home health benefit. During 2020, 20% of reimbursement from each Medicare episode, referred to as a request for anticipated payment ("RAP"), was billed near the start of each 30-day period of care, and cash was typically received before all services were rendered. Any cash received from Medicare for a RAP for a 30-day period of care that exceeded the associated revenue earned was recorded to accrued expenses within our condensed consolidated balance sheets. CMS fully eliminated all upfront payments associated with RAPs effective January 1, 2021. Non-Medicare Revenue Episodic-based Revenue. We recognize revenue in a similar manner as we recognize Medicare revenue for amounts that are paid by other insurance carriers, including Medicare Advantage programs; however, these amounts can vary based upon the negotiated terms, the majority of which range from 95% to 100% of Medicare rates. Non-episodic based Revenue. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established or estimated per-visit rates. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third parties and others for services provided and are deducted from gross revenue to determine net service revenue. We also make non-contractual revenue adjustments to non-episodic revenue based on our historical experience to reflect the estimated transaction price. We receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment. Hospice Revenue Recognition Hospice Medicare Revenue Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are predetermined daily or hourly rates for each of the four levels of care we deliver. The four levels of care are routine care, general inpatient care, continuous home care and respite care. Routine care accounted for 97% of our total Medicare hospice service revenue for the three and nine-month periods ended September 30, 2021 and September 30, 2020. There are two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, we may also receive a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered nurse or medical social worker for patients in a routine level of care. The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care. We make adjustments to Medicare revenue for non-contractual revenue adjustments, which include our inability to obtain appropriate billing documentation or acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these non-contractual revenue adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record it during the period services are rendered. Additionally, our hospice service revenue is subject to certain limitations on payments from Medicare which are considered variable consideration. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. We record these adjustments as a reduction to revenue and an increase in accrued expenses within our condensed consolidated balance sheets. Providers are required to self-report and pay their estimated cap liability by February 28 th of the following year. As of September 30, 2021, we have recorded $8.6 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2021; $2.5 million of this balance was acquired with the AseraCare acquisition. As of December 31, 2020, we had recorded $9.3 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2014 through September 30, 2021. Hospice Non-Medicare Revenue Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established rates or estimated per day rates, as applicable. Contractual revenue adjustments are recorded for the difference between our standard rates and the contractual rates to be realized from patients, third-party payors and others for services provided and are deducted from gross revenue to determine our net service revenue. We also make non-contractual adjustments to non-Medicare revenue based on our historical experience to reflect the estimated transaction price. Personal Care Revenue Recognition Personal Care Revenue We generate net service revenues by providing our services directly to patients based on authorized hours, visits or units determined by the relevant agency, at a rate that is either contractual or fixed by legislation. Net service revenue is recognized at the time services are rendered based on gross charges for the services provided, reduced by estimates for contractual and non-contractual revenue adjustments. We receive payment for providing such services from payors, including state and local governmental agencies, managed care organizations, commercial insurers and private consumers. Payors include the following elder service agencies: Aging Services Access Points ("ASAPs"), Senior Care Options ("SCOs"), Program of All-Inclusive Care for the Elderly ("PACE") and the Veterans Administration ("VA"). High Acuity Care Revenue Recognition High Acuity Care Revenue Our revenues are derived from contracts with (1) health insurance plans for the coordination and provision of home recovery care services to patients who are enrolled members in those insurance plans and (2) health system partners for the coordination and provision of home recovery care services to patients who are discharged early from a health system facility to complete their inpatient stay at home. Our health insurance plan contracts provide for fixed payment rates for a 30-day or 60-day episode of care indexed to assigned patient diagnoses in return for our obligation to assume risk for the coordination and payment of required medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting. Our performance obligation is the coordination and provision of patient care in accordance with physicians’ orders over either a 30-day or 60-day episode of care. The majority of our care coordination services and direct patient care is provided in the first five to seven days of the episode period (the "acute phase"). Monitoring services and follow-up direct patient care, as deemed necessary by the treating physician, is provided throughout the remainder of the episode. Since the majority of our services are provided during the acute phase, we recognize net service revenues over the acute phase based on gross charges for the service provided per the applicable managed care contract rates, reduced by estimates for revenue adjustments. Our contracts with health system partners provide for reimbursement on a per diem basis at the contracted rate for each day during the remainder of an inpatient acute stay serviced at the patient’s home. The performance obligation is the coordination and provision of required medical services, as determined by the treating physician, for each day the patient receives inpatient-equivalent care at home. As such, revenues are recognized as services are administered and as our performance obligations are satisfied on a per diem basis, reduced by estimates for revenue adjustments. We recognize adjustments to revenue during the period in which changes to estimates of assigned patient diagnoses or episode terminations become known, in accordance with the applicable managed care contracts. For certain health insurance plans, revenue is reduced by amounts owed by enrollees to healthcare providers under deductible, coinsurance or copay provisions of health insurance plan policies, since those amounts are repaid to the health insurance plans by us as part of a retrospective reconciliation process. Government Grants In the absence of specific guidance to account for government grants under U.S. GAAP, we have decided to account for government grants in accordance with International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance , and as such, we recognize grant income on a systematic basis in line with the recognition of expenses or the loss of revenues for which the grants are intended to compensate. We recognize grants once both of the following conditions are met: (1) we are able to comply with the relevant conditions of the grant and (2) the grant will be received. See Note 3 - Novel Coronavirus Pandemic ("COVID-19") for additional information on our accounting for government funds received under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and the Mass Home Care ASAP COVID-19 Provider Sustainability Program. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include certificates of deposit and all highly liquid debt instruments with maturities of three months or less when purchased. Our cash balance as of September 30, 2021 includes $58.5 million associated with unutilized CARES Act Provider Relief Fund ("PRF") funds, which were repaid to the U.S. Department of Health and Human Services ("HHS") in October 2021. Restricted cash includes cash that is not available for ordinary business use. As of September 30, 2021, we had $3.8 million of restricted cash that was placed into escrow accounts related to the indemnity and closing payment adjustment provisions within the purchase agreements for various acquisitions. The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions): As of September 30, 2021 As of December 31, 2020 Cash and cash equivalents $ 124.4 $ 81.8 Restricted cash 3.8 1.5 Cash, cash equivalents and restricted cash $ 128.2 $ 83.3 Patient Accounts Receivable We report accounts receivable from services rendered at their estimated transaction price, which includes contractual and non-contractual revenue adjustments based on the amounts expected to be due from payors. Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. The Company's non-Medicare third-party payor base is comprised of a diverse group of payors that are geographically dispersed across the country. As of September 30, 2021, there is no single payor, other than Medicare, that accounts for 10% of our total outstanding patient receivables. Thus, we believe there are no other significant concentrations of receivables that would subject us to any significant credit risk in the collection of our patient accounts receivable. We write off accounts on a monthly basis once we have exhausted our collection efforts and deem an account to be uncollectible. We believe the collectability risk associated with our Medicare accounts, which represent 65% and 64% of our patient accounts receivable at September 30, 2021 and December 31, 2020, respectively, is limited due to our historical collection rate of over 99% from Medicare and the fact that Medicare is a U.S. government payor. We do not believe there are any significant concentrations of revenues from any payor that would subject us to any significant credit risk in the collection of our accounts receivable. Medicare Home Health For our home health patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. Prior to January 1, 2021, we submitted a RAP for 20% of our estimated payment for each 30-day period of care. The RAP received was then deducted from our final payment. Effective January 1, 2021, CMS eliminated all upfront payments associated with RAPs. Medicare Hospice For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We bill Medicare on a monthly basis for the services provided to the patient. Non-Medicare Home Health, Hospice, Personal Care and High Acuity Care For our non-Medicare patients, our pre-billing process primarily begins with verifying a patient’s eligibility for services with the applicable payor. Once the patient has been confirmed for eligibility, we will provide services to the patient and bill the applicable payor. Our review and evaluation of non-Medicare accounts receivable includes a detailed review of outstanding balances and special consideration to concentrations of receivables from particular payors or groups of payors with similar characteristics that would subject us to any significant credit risk. Business Combinations We account for acquisitions using the acquisition method of accounting in accordance with ASC 805, Business Combinations . Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets. In determining the fair value of identifiable intangible assets, we use various valuation techniques including discounted cash flow analysis, the income approach, the cost approach and the market approach. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, growth rates and discount rates. Fair Value of Financial Instruments The following details our financial instruments where the carrying value and the fair value differ (amounts in millions): Fair Value at Reporting Date Using Financial Instrument Carrying Value as of September 30, 2021 Quoted Prices in Active Significant Other Significant Long-term obligations $ 450.8 $ — $ 468.5 $ — The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows: • Level 1 – Quoted prices in active markets for identical assets and liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Our deferred compensation plan assets are recorded at fair value and are considered a level 2 measurement. For our other financial instruments, including our cash and cash equivalents, patient accounts receivable, accounts payable, payroll and employee benefits and accrued expenses, we estimate the carrying amounts approximate fair value. Weighted-Average Shares Outstanding Net income per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of the weighted-average shares outstanding, which are used to calculate our basic and diluted net income attributable to Amedisys, Inc. common stockholders (amounts in thousands): For the Three- For the Nine- 2021 2020 2021 2020 Weighted average number of shares outstanding - basic 32,607 32,662 32,658 32,469 Effect of dilutive securities: Stock options 113 336 135 506 Non-vested stock and stock units 179 262 228 292 Weighted average number of shares outstanding - diluted 32,899 33,260 33,021 33,267 Anti-dilutive securities 141 36 82 31 |
NOVEL CORONAVIRUS PANDEMIC "COV
NOVEL CORONAVIRUS PANDEMIC "COVID-19" | 9 Months Ended |
Sep. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 | NOVEL CORONAVIRUS PANDEMIC ("COVID-19") In March 2020, the World Health Organization declared COVID-19 a pandemic. As a healthcare at home company, we have been and will continue to be impacted by the effects of COVID-19; however, we remain committed to carrying out our mission of caring for our patients. We will continue to closely monitor the impact of COVID-19 on all aspects of our business, including the impacts to our employees, patients and suppliers; however, at this time, we are unable to estimate the ultimate impact the pandemic will have on our consolidated financial condition, results of operations or cash flows. On March 27, 2020, the CARES Act was signed into legislation. The CARES Act provided for $175 billion to healthcare providers, including hospitals on the front lines of the COVID-19 pandemic. Of this total allocated amount, $30 billion was distributed immediately to providers based on their proportionate share of Medicare fee-for-service reimbursements in 2019. Healthcare providers were required to sign an attestation confirming receipt of the Provider Relief Fund ("PRF") funds and agree to the terms and conditions of payment. Our home health and hospice segments received approximately $100 million from the first $30 billion of funds distributed to healthcare providers in April 2020, which is inclusive of $2 million related to our joint venture care centers (equity method investments). We also acquired approximately $6 million of PRF funds in connection with the acquisition of AseraCare. Under the terms and conditions for receipt of the payment, we were allowed to use the funds to cover lost revenues and health care costs related to COVID-19 through June 30, 2021, and we were required to properly and fully document the use of these funds in reports to the U.S. Department of Health and Human Services ("HHS"). All required reporting was completed during the three-month period ended September 30, 2021. For our wholly-owned subsidiaries, we utilized PRF funds to the extent we had qualifying COVID-19 expenses; we did not use PRF funds to cover lost revenues resulting from COVID-19. The grant income associated with the COVID-19 expenses incurred through June 30, 2021 is reflected in other operating income within our condensed consolidated statements of operations. We did not fully utilize the PRF funds received; therefore, we have recorded a liability for the amount to be repaid which totaled $59 million (including interest) at September 30, 2021 and $60 million at December 31, 2020 (see the Provider Relief Fund Advance account in current liabilities within our condensed consolidated balance sheets). All unutilized funds were repaid in October 2021. In summary, the total funds that we received from the CARES Act PRF have been accounted for as follows as of September 30, 2021 (amounts in millions): Amount Funds utilized through June 30, 2021 by consolidated entities $ 46.6 Funds to be repaid to the government by consolidated entities (excludes $0.2 million of interest to be repaid) 58.3 Funds utilized through June 30, 2021 by unconsolidated joint ventures 1.3 Funds to be repaid to the government by unconsolidated joint ventures 0.6 $ 106.8 The CARES Act also provided for the temporary suspension of the automatic 2% reduction of Medicare claim reimbursements ("sequestration") for the period May 1, 2020 through December 31, 2020. In December 2020, Congress passed additional COVID-19 relief legislation as part of the Consolidated Appropriations Act, 2021. This legislation extended the suspension of sequestration through March 31, 2021. In April 2021, Congress passed H.R. 1868, which among other items, provided for an additional extension of the temporary suspension of sequestration through December 31, 2021. We estimate that the suspension of sequestration will increase our 2021 net service revenue by approximately $36 million. Additionally, the CARES Act provided for the deferral of the employer share of social security tax (6.2%), effective for payments due after the enactment date through December 31, 2020. Fifty percent of the deferred payroll taxes are due on December 31, 2021 with the remaining amounts due on December 31, 2022. During 2020, we deferred approximately $55 million of social security tax; approximately $28 million is reflected in each of payroll and employee benefits and other long-term obligations within our condensed consolidated balance sheets. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health, hospice, personal care and high acuity care services. The purchase price paid for acquisitions is negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows. Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets for significant acquisitions. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuations and liabilities assumed. 2021 Acquisitions On May 1, 2021, we acquired the regulatory assets of a home health provider in Randolph County, North Carolina for a purchase price of $2.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $2.4 million and other intangibles (certificate of need) of $0.1 million in connection with the acquisition. On July 1, 2021, we acquired Visiting Nurse Association ("VNA"), a home health and hospice provider with locations in Nebraska and Iowa for a purchase price of $20.1 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $19.4 million and other intangibles (licenses) of $0.7 million in connection with the acquisition. On July 12, 2021, we acquired the regulatory assets of a home health provider in New York for a purchase price of $1.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $1.4 million and other intangibles (certificate of need) of $0.1 million in connection with the acquisition. On August 1, 2021, we acquired Contessa, a leader in hospital-at-home and skilled nursing facility ("SNF") at-home services for an estimated purchase price of $240.7 million, net of cash acquired. With the addition of Contessa’s risk-based model and claims analytics capabilities, we will be able to bring the essential elements of inpatient hospital and SNF care to patients’ homes, allowing us to become a risk-bearing, home-based care delivery organization, expanding well beyond traditional home health and hospice. Contessa operates as a wholly-owned division of Amedisys and is reported as a separate operating segment. Under the purchase agreement, the purchase price is subject to a net working capital adjustment, whereby the purchase price will be adjusted to the extent the actual net working capital of Contessa as of the closing differs from the required net working capital under the purchase agreement. The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed. Based on the Company's preliminary valuation, the total estimated consideration of $240.7 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions): Amount ASSETS Patient accounts receivable $ 1.5 Prepaid expenses 0.3 Other current assets 0.1 Property and equipment 0.3 Operating lease right of use assets 0.8 Intangible assets 55.2 Other assets 3.3 Total assets acquired $ 61.5 LIABILITIES AND EQUITY Accounts payable $ (0.1) Payroll and employee benefits (0.6) Accrued expenses (3.4) Operating lease liabilities (0.8) Deferred income taxes (3.1) Current portion of long-term obligations (0.9) Other long-term obligations (0.2) Total liabilities assumed (9.1) Noncontrolling interests (42.1) Total equity assumed (42.1) Total liabilities and equity assumed $ (51.2) Net identifiable assets acquired $ 10.3 Goodwill 230.4 Total consideration $ 240.7 Intangible assets acquired include acquired names ($28.6 million), technology ($19.9 million) and non-compete agreements ($6.7 million). The non-compete agreements will be amortized over a weighted-average period of 2.0 years and the technology will be amortized over a weighted-average period of 7.0 years. The preliminary fair value of noncontrolling interest was determined using a discounted cash flow analysis and an income approach. Contessa contributed $1.5 million in net service revenue and an operating loss of $3.8 million (inclusive of technology intangibles amortization totaling $0.5 million) during the three-month period ended September 30, 2021. 2020 Acquisitions On June 1, 2020, we acquired Homecare Preferred Choice, Inc., doing business as AseraCare Hospice ("AseraCare"), a national hospice care provider with 44 locations, for an estimated purchase price of $230.4 million, net of cash acquired and inclusive of a $32 million tax asset. The closing payment for the purchase price included estimates for cash, working capital and various other items. Under the purchase agreement, the purchase price was subject to a closing payment adjustment for any differences between estimated amounts included in the closing payment and actual amounts at close, not to exceed $1.0 million. The closing payment adjustment, which was finalized in October 2020, reduced the purchase price by $0.8 million, from $230.4 million to $229.6 million. The Company finalized its valuation of the assets acquired and liabilities assumed during the three-month period ended June 30, 2021. The total consideration of $229.6 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions): Amount ASSETS Patient accounts receivable $ 15.3 Prepaid expenses 0.7 Property and equipment 0.6 Operating lease right of use assets 5.9 Intangible assets 24.3 Other assets 0.1 Total assets acquired $ 46.9 LIABILITIES Accounts payable $ (6.3) Payroll and employee benefits (5.9) Accrued expenses (11.9) Operating lease liabilities (5.4) Total liabilities assumed $ (29.5) Net identifiable assets acquired $ 17.4 Goodwill 212.2 Total consideration $ 229.6 Intangible assets acquired include licenses ($8.7 million), certificates of need ($0.7 million), acquired names ($5.7 million) and non-compete agreements ($9.2 million). The acquired names will be amortized over a weighted-average period of 2.0 years, and the non-compete agreements will be amortized over a weighted-average period of 1.7 years. We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years. |
LONG-TERM OBLIGATIONS
LONG-TERM OBLIGATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM OBLIGATIONS | 3.00 to 1.0 0.30% 1.75% 2.00% 1.00% II < 3.00 to 1.0 but > 2.00 to 1.0 0.25% 1.50% 1.75% 0.75% III < 2.00 to 1.0 but > 0.75 to 1.0 0.20% 1.25% 1.50% 0.50% IV < 0.75 to 1.0 0.15% 1.00% 1.25% 0.25% The final maturity date of the Amended Credit Facility is July 30, 2026. The Revolving Credit Facility will terminate and be due and payable as of the final maturity date. The Amended Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of (i) 0.625% for the period commencing on July 30, 2021 and ending on September 30, 2023, and (ii) 1.250% for the period commencing on October 1, 2023 and ending on July 30, 2026. The remaining balance of the Amended Term Loan Facility must be paid upon the final maturity date. In addition to the scheduled amortization of the Amended Term Loan Facility, and subject to customary exceptions and reinvestment rights, we are required to prepay the Amended Term Loan Facility first and the Revolving Credit Facility second with 100% of all net cash proceeds received by any loan party or any subsidiary thereof in connection with (a) any asset sale or disposition where such loan party receives net cash proceeds in excess of $5 million or (b) any debt issuance that is not permitted under the Second Amended Credit Agreement. The Second Amended Credit Agreement requires maintenance of two financial covenants: (i) a consolidated leverage ratio of funded indebtedness to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined in the Second Amended Credit Agreement, and (ii) a consolidated interest coverage ratio of EBITDA to cash interest charges, as defined in the Second Amended Credit Agreement. Each of these covenants is calculated over rolling four-quarter periods and also is subject to certain exceptions and baskets. The Second Amended Credit Agreement also contains customary covenants, including, but not limited to, restrictions on: incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes, investments and declarations of dividends. These covenants contain customary exclusions and baskets as detailed in the Second Amended Credit Agreement. In connection with our entry into the Second Amended Credit Agreement, we recorded $2.8 million in deferred debt issuance costs as long-term obligations, less current portion within our condensed consolidated balance sheet during the three-month period ended September 30, 2021. The Revolving Credit Facility is guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries. The Second Amended Credit Agreement requires at all times that we (i) provide guarantees from wholly-owned subsidiaries that in the aggregate represent not less than 95% of our consolidated net revenues and adjusted EBITDA from all wholly-owned subsidiaries and (ii) provide guarantees from subsidiaries that in the aggregate represent not less than 70% of consolidated adjusted EBITDA, subject to certain exceptions. Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 2.9% and 1.9% for the three and nine-month periods ended September 30, 2021, respectively, and 1.8% and 2.2% for the three and nine-month periods ended September 30, 2020, respectively. Our weighted average interest rate for borrowings under our $450.0 million Amended Term Loan Facility was 1.6% and 1.5% for the three and nine-month periods ended September 30, 2021, respectively, and 1.7% and 2.3% for the three and nine-month periods ended September 30, 2020, respectively. As of September 30, 2021, our consolidated leverage ratio was 1.2, our consolidated interest coverage ratio was 27.5 and we are in compliance with our covenants under the Second Amended Credit Agreement. In the event we are not in compliance with our debt covenants in the future, we would pursue various alternatives in an attempt to successfully resolve the non-compliance, which might include, among other things, seeking debt covenant waivers or amendments. As of September 30, 2021, our availability under our $550.0 million Revolving Credit Facility was $519.9 million as we have no outstanding borrowings and $30.1 million outstanding in letters of credit. Joinder Agreements In connection with the Compassionate Care Hospice ("CCH") acquisition, we entered into a Joinder Agreement, dated as of February 4, 2019 (the “CCH Joinder”), pursuant to which CCH and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement (now the Second Amended Credit Agreement), the Amended and Restated Security Agreement, dated as of June 29, 2018 (the “Amended and Restated Security Agreement”), and the Amended and Restated Pledge Agreement, dated as of June 29, 2018 (the “Amended and Restated Pledge Agreement”). In connection with the AseraCare acquisition, we entered into a Joinder Agreement, dated as of June 12, 2020, pursuant to which the AseraCare entities were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement (now the Second Amended Credit Agreement), the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement (the “AseraCare Joinder"). In connection with the Contessa acquisition and the Second Amendment, we entered into a Joinder Agreement, dated as of September 3, 2021, pursuant to which Contessa and its subsidiaries and Asana Hospice, which we acquired on January 1, 2020, and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Second Amended Credit Agreement, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement (the “Contessa and Asana Joinder,” and together with the CCH Joinder and the AseraCare Joinder, the “Joinders”). " id="sjs-B4" xml:space="preserve">LONG-TERM OBLIGATIONS Long-term debt consists of the following for the periods indicated (amounts in millions): September 30, 2021 December 31, 2020 $450.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (1.6% at September 30, 2021); due July 30, 2026 450.0 164.1 $550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate; due July 30, 2026 — 51.0 Promissory notes 0.8 — Finance leases 2.0 2.6 Principal amount of long-term obligations 452.8 217.7 Deferred debt issuance costs (4.8) (2.7) 448.0 215.0 Current portion of long-term obligations (13.2) (10.5) Total $ 434.8 $ 204.5 First Amendment to Amended and Restated Credit Agreement On February 4, 2019, we entered into the First Amendment to our Credit Agreement (as amended by the First Amendment, the "Amended Credit Agreement"). The Amended Credit Agreement provided for a senior secured credit facility in an initial aggregate principal amount of up to $725.0 million, which included a $550.0 million Revolving Credit Facility and a term loan facility with a principal amount of up to $175.0 million (the "Term Loan Facility" and collectively with the Revolving Credit Facility, the "Credit Facility"), which was added by the First Amendment. Second Amendment to Amended and Restated Credit Agreement On July 30, 2021, we entered into the Second Amendment to our Credit Agreement (as amended by the Second Amendment, the "Second Amended Credit Agreement"). The Second Amended Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $1.0 billion, which includes a $550.0 million Revolving Credit Facility and a term loan facility with a principal amount of up to $450.0 million (the "Amended Term Loan Facility" and collectively with the Revolving Credit Facility, the "Amended Credit Facility"). Net proceeds from the $450.0 million Amended Term Loan Facility were used to fund 100% of the Contessa acquisition. The loans issued under the Amended Credit Facility bear interest on a per annum basis, at our election, at either: (i) the Base Rate plus the Applicable Rate or (ii) the Eurodollar Rate plus the Applicable Rate. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Eurodollar Rate plus 1% per annum. The “Eurodollar Rate” means the quoted rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable successor rate approved by the Administrative Agent for an interest period of one, three or six months (as selected by us). The “Applicable Rate” is based on the consolidated leverage ratio and is presented in the table below. As of September 30, 2021, the Applicable Rate is 0.50% per annum for Base Rate loans and 1.50% per annum for Eurodollar Rate loans. We are also subject to a commitment fee and letter of credit fee under the terms of the Second Amended Credit Agreement, as presented in the table below. Pricing Tier Consolidated Leverage Ratio Commitment Fee Letter of Credit Fee Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans Base Rate Loans I > 3.00 to 1.0 0.30% 1.75% 2.00% 1.00% II < 3.00 to 1.0 but > 2.00 to 1.0 0.25% 1.50% 1.75% 0.75% III < 2.00 to 1.0 but > 0.75 to 1.0 0.20% 1.25% 1.50% 0.50% IV < 0.75 to 1.0 0.15% 1.00% 1.25% 0.25% The final maturity date of the Amended Credit Facility is July 30, 2026. The Revolving Credit Facility will terminate and be due and payable as of the final maturity date. The Amended Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of (i) 0.625% for the period commencing on July 30, 2021 and ending on September 30, 2023, and (ii) 1.250% for the period commencing on October 1, 2023 and ending on July 30, 2026. The remaining balance of the Amended Term Loan Facility must be paid upon the final maturity date. In addition to the scheduled amortization of the Amended Term Loan Facility, and subject to customary exceptions and reinvestment rights, we are required to prepay the Amended Term Loan Facility first and the Revolving Credit Facility second with 100% of all net cash proceeds received by any loan party or any subsidiary thereof in connection with (a) any asset sale or disposition where such loan party receives net cash proceeds in excess of $5 million or (b) any debt issuance that is not permitted under the Second Amended Credit Agreement. The Second Amended Credit Agreement requires maintenance of two financial covenants: (i) a consolidated leverage ratio of funded indebtedness to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined in the Second Amended Credit Agreement, and (ii) a consolidated interest coverage ratio of EBITDA to cash interest charges, as defined in the Second Amended Credit Agreement. Each of these covenants is calculated over rolling four-quarter periods and also is subject to certain exceptions and baskets. The Second Amended Credit Agreement also contains customary covenants, including, but not limited to, restrictions on: incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes, investments and declarations of dividends. These covenants contain customary exclusions and baskets as detailed in the Second Amended Credit Agreement. In connection with our entry into the Second Amended Credit Agreement, we recorded $2.8 million in deferred debt issuance costs as long-term obligations, less current portion within our condensed consolidated balance sheet during the three-month period ended September 30, 2021. The Revolving Credit Facility is guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries. The Second Amended Credit Agreement requires at all times that we (i) provide guarantees from wholly-owned subsidiaries that in the aggregate represent not less than 95% of our consolidated net revenues and adjusted EBITDA from all wholly-owned subsidiaries and (ii) provide guarantees from subsidiaries that in the aggregate represent not less than 70% of consolidated adjusted EBITDA, subject to certain exceptions. Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 2.9% and 1.9% for the three and nine-month periods ended September 30, 2021, respectively, and 1.8% and 2.2% for the three and nine-month periods ended September 30, 2020, respectively. Our weighted average interest rate for borrowings under our $450.0 million Amended Term Loan Facility was 1.6% and 1.5% for the three and nine-month periods ended September 30, 2021, respectively, and 1.7% and 2.3% for the three and nine-month periods ended September 30, 2020, respectively. As of September 30, 2021, our consolidated leverage ratio was 1.2, our consolidated interest coverage ratio was 27.5 and we are in compliance with our covenants under the Second Amended Credit Agreement. In the event we are not in compliance with our debt covenants in the future, we would pursue various alternatives in an attempt to successfully resolve the non-compliance, which might include, among other things, seeking debt covenant waivers or amendments. As of September 30, 2021, our availability under our $550.0 million Revolving Credit Facility was $519.9 million as we have no outstanding borrowings and $30.1 million outstanding in letters of credit. Joinder Agreements In connection with the Compassionate Care Hospice ("CCH") acquisition, we entered into a Joinder Agreement, dated as of February 4, 2019 (the “CCH Joinder”), pursuant to which CCH and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement (now the Second Amended Credit Agreement), the Amended and Restated Security Agreement, dated as of June 29, 2018 (the “Amended and Restated Security Agreement”), and the Amended and Restated Pledge Agreement, dated as of June 29, 2018 (the “Amended and Restated Pledge Agreement”). In connection with the AseraCare acquisition, we entered into a Joinder Agreement, dated as of June 12, 2020, pursuant to which the AseraCare entities were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement (now the Second Amended Credit Agreement), the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement (the “AseraCare Joinder"). In connection with the Contessa acquisition and the Second Amendment, we entered into a Joinder Agreement, dated as of September 3, 2021, pursuant to which Contessa and its subsidiaries and Asana Hospice, which we acquired on January 1, 2020, and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Second Amended Credit Agreement, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement (the “Contessa and Asana Joinder,” and together with the CCH Joinder and the AseraCare Joinder, the “Joinders”). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings - Ongoing We are involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages. Based on information available to us as of the date of this filing, we do not believe that these normal course actions, when finally concluded and determined, will have a material impact on our consolidated financial condition, results of operations or cash flows. Legal fees related to all legal matters are expensed as incurred. Legal Proceedings - Completed Subpoena Duces Tecum and Civil Investigative Demands Issued by the U.S. Department of Justice On May 7, 2021, the U.S. Department of Justice notified the Company that they were closing their investigation into the below-referenced Subpoena Duces Tecum ("Subpoena") and civil investigative demands ("CIDs"). As of March 31, 2021, we had recorded a total of $6.5 million to accrued expenses in our condensed consolidated balance sheets related to these matters. During the three-month period ended June 30, 2021, we reversed our accrual related to these matters. On May 21, 2015, we received a Subpoena issued by the U.S. Department of Justice. The Subpoena requested the delivery of information regarding 53 identified hospice patients to the United States Attorney’s Office for the District of Massachusetts. It also requested the delivery of documents relating to our hospice clinical and business operations and related compliance activities. The Subpoena generally covered the period from January 1, 2011 through May 21, 2015. On November 3, 2015, we received a CID issued by the U.S. Department of Justice pursuant to the federal False Claims Act relating to claims submitted to Medicare and/or Medicaid for hospice services provided through designated facilities in the Morgantown, West Virginia area. The CID requested the delivery of information to the United States Attorney’s Office for the Northern District of West Virginia regarding 66 identified hospice patients, as well as documents relating to our hospice clinical and business operations in the Morgantown area. The CID generally covered the period from January 1, 2009 through August 31, 2015. On June 27, 2016, we received a CID issued by the U.S. Department of Justice pursuant to the federal False Claims Act relating to claims submitted to Medicare and/or Medicaid for hospice services provided through designated facilities in the Parkersburg, West Virginia area. The CID requested the delivery of information to the United States Attorney’s Office for the Southern District of West Virginia regarding 68 identified hospice patients, as well as documents relating to our hospice clinical and business operations in the Parkersburg area. The CID generally covered the period from January 1, 2011 through June 20, 2016. Third Party Audits - Ongoing From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by CMS, including Recovery Audit Contractors (“RACs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program Integrity Contractors (“UPICs”), Program Safeguard Contractors (“PSCs”), Medicaid Integrity Contractors (“MICs”), Supplemental Medical Review Contractors (“SMRCs”) and the Office of Inspector General (“OIG”), conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations. In July 2010, our subsidiary that provides hospice services in Florence, South Carolina received from a ZPIC a request for records regarding a sample of 30 beneficiaries who received services from the subsidiary during the period of January 1, 2008 through March 31, 2010 (the “Review Period”) to determine whether the underlying services met pertinent Medicare payment requirements. We acquired the hospice operations subject to this review on August 1, 2009; the Review Period covers time periods both before and after our ownership of these hospice operations. Based on the ZPIC’s findings for 16 beneficiaries, which were extrapolated to all claims for hospice services provided by the Florence subsidiary billed during the Review Period, on June 6, 2011, the Medicare Administrative Contractor (“MAC”) for the subsidiary issued a notice of overpayment seeking recovery from our subsidiary of an alleged overpayment. We dispute these findings, and our Florence subsidiary has filed appeals through the Original Medicare Standard Appeals Process, in which we are seeking to have those findings overturned. An administrative law judge ("ALJ") hearing was held in early January 2015. On January 18, 2016, we received a letter dated January 6, 2016 referencing the ALJ hearing decision for the overpayment issued on June 6, 2011. The decision was partially favorable with a new overpayment amount of $3.7 million with a balance owed of $5.6 million, including interest, based on 9 disputed claims (originally 16). We filed an appeal to the Medicare Appeals Council on the remaining 9 disputed claims and also argued that the statistical method used to select the sample was not valid. No assurances can be given as to the timing or outcome of the Medicare Appeals Council decision. As of September 30, 2021, Medicare has withheld payments of $5.7 million (including additional interest) as part of their standard procedures once this level of the appeal process has been reached. In the event we are not able to recoup this alleged overpayment, we are entitled to be indemnified by the prior owners of the hospice operations for amounts relating to the period prior to August 1, 2009. On January 10, 2019, an arbitration panel from the American Health Lawyers Association determined that the prior owners' liability for their indemnification obligation was $2.8 million. This amount is recorded as an indemnity receivable within other assets in our condensed consolidated balance sheets. In July 2016, the Company received a request for medical records from SafeGuard Services, L.L.C (“SafeGuard”), a ZPIC, related to services provided by some of the care centers that the Company acquired from Infinity Home Care, L.L.C. The review period covers time periods both before and after our ownership of the care centers, which were acquired on December 31, 2015. In August 2017, the Company received Requests for Repayment from Palmetto GBA, LLC ("Palmetto") regarding Infinity Home Care of Lakeland, LLC ("Lakeland Care Centers") and Infinity Home Care of Pinellas, LLC ("Clearwater Care Center"). The Palmetto letters are based on a statistical extrapolation performed by SafeGuard which alleged an overpayment of $34.0 million for the Lakeland Care Centers on a universe of 72 Medicare claims totaling $0.2 million in actual claims payments using a 100% error rate and an overpayment of $4.8 million for the Clearwater Care Center on a universe of 70 Medicare claims totaling $0.2 million in actual claims payments using a 100% error rate. The Lakeland Request for Repayment covers claims between January 2, 2014 and September 13, 2016. The Clearwater Request for Repayment covers claims between January 2, 2015 and December 9, 2016. As a result of partially successful Level I and Level II Administrative Appeals, the alleged overpayment for the Lakeland Care Centers has been reduced to $26.0 million and the alleged overpayment for the Clearwater Care Center has been reduced to $3.3 million. The Company has now filed Level III Administrative Appeals, and will continue to vigorously pursue its appeal rights, which include contesting the methodology used by the ZPIC contractor to perform statistical extrapolation. The Company is contractually entitled to indemnification by the prior owners for all claims prior to December 31, 2015, for up to $12.6 million. At this stage of the review, based on the information currently available to the Company, the Company cannot predict the timing or outcome of this review. The Company estimates a low-end potential range of loss related to this review of $6.5 million (assuming the Company is successful in seeking indemnity from the prior owners and unsuccessful in demonstrating that the extrapolation method used by SafeGuard was erroneous). The Company has reduced its high-end potential range of loss from $38.8 million (the maximum amount Palmetto claims has been overpaid for both the Lakeland Care Centers and the Clearwater Care Center, of which amount $12.6 million is subject to indemnification by the prior owners) to $29.3 million based on the partial success achieved by the Company in prosecuting its Level I and II Administrative Appeals. As of September 30, 2021, we have an accrued liability of approximately $17.4 million related to this matter. We expect to be indemnified by the prior owners for approximately $10.9 million of the total $12.6 million available indemnification related to this matter and have recorded this amount within other assets in our condensed consolidated balance sheets. The net of these two amounts, $6.5 million, was recorded as a reduction in net service revenue in our condensed consolidated statements of operations during 2017. As of September 30, 2021, $1.5 million of receivables have been impacted by this payment suspension. Insurance We are obligated for certain costs associated with our insurance programs, including employee health, workers’ compensation and professional liability. While we maintain various insurance programs to cover these risks, we are self-insured for a substantial portion of our potential claims. We recognize our obligations associated with these costs, up to specified deductible limits in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported. These costs have generally been estimated based on historical data of our claims experience. Such estimates, and the resulting reserves, are reviewed and updated by us on a quarterly basis. Our health insurance has an exposure limit of $1.3 million for any individual covered life. Our workers’ compensation insurance has a retention limit of $1.0 million per incident and our professional liability insurance has a retention limit of $0.3 million per incident. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our operations involve servicing patients through our four reportable business segments: home health, hospice, personal care and high acuity care. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from surgery, have a chronic disability or terminal illness or need assistance with completing important personal tasks. Our hospice segment provides palliative care and comfort to terminally ill patients and their families. Our personal care segment provides patients with assistance with the essential activities of daily living. Our high acuity care segment, which was established with the acquisition of Contessa during the three-month period ended September 30, 2021, delivers the essential elements of inpatient hospital and skilled nursing facility ("SNF") care to patients in their homes. The “other” column in the following tables consists of costs relating to executive management and administrative support functions, primarily information services, accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration. Management evaluates performance and allocates resources based on the operating income of the reportable segments, which includes an allocation of corporate expenses directly attributable to the specific segment and includes revenues and all other costs directly attributable to the specific segment. Segment assets are not reviewed by the company’s chief operating decision maker and therefore are not disclosed below (amounts in millions). For the Three-Month Period Ended September 30, 2021 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 338.6 $ 197.5 $ 15.9 $ 1.5 $ — $ 553.5 Other operating income — — — — — — Cost of service, excluding depreciation and amortization 190.1 107.6 11.7 0.9 — 310.3 General and administrative expenses 82.4 49.5 2.6 3.9 40.5 178.9 Depreciation and amortization 1.1 0.7 0.1 0.5 5.1 7.5 Operating expenses 273.6 157.8 14.4 5.3 45.6 496.7 Operating income (loss) $ 65.0 $ 39.7 $ 1.5 $ (3.8) $ (45.6) $ 56.8 For the Three-Month Period Ended September 30, 2020 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 326.0 $ 199.7 $ 18.4 $ — $ — $ 544.1 Other operating income 2.6 1.7 0.5 — — 4.8 Cost of service, excluding depreciation and amortization 180.0 104.1 13.5 — — 297.6 General and administrative expenses 78.8 47.8 3.2 — 49.9 179.7 Depreciation and amortization 1.0 0.6 — — 6.7 8.3 Operating expenses 259.8 152.5 16.7 — 56.6 485.6 Operating income (loss) $ 68.8 $ 48.9 $ 2.2 $ — $ (56.6) $ 63.3 For the Nine-Month Period Ended September 30, 2021 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 1,016.5 $ 586.9 $ 49.9 $ 1.5 $ — $ 1,654.8 Other operating income 7.3 6.0 — — — 13.3 Cost of service, excluding depreciation and amortization 563.5 314.4 37.4 0.9 — 916.2 General and administrative expenses 243.8 144.4 8.8 3.9 125.5 526.4 Depreciation and amortization 3.3 2.0 0.2 0.5 15.8 21.8 Operating expenses 810.6 460.8 46.4 5.3 141.3 1,464.4 Operating income (loss) $ 213.2 $ 132.1 $ 3.5 $ (3.8) $ (141.3) $ 203.7 For the Nine-Month Period Ended September 30, 2020 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 919.8 $ 546.2 $ 54.8 $ — $ — $ 1,520.8 Other operating income 17.7 8.9 1.0 — — 27.6 Cost of service, excluding depreciation and amortization 543.8 293.1 41.7 — — 878.6 General and administrative expenses 226.7 127.4 9.5 — 129.2 492.8 Depreciation and amortization 2.9 1.7 0.1 — 15.2 19.9 Operating expenses 773.4 422.2 51.3 — 144.4 1,391.3 Operating income (loss) $ 164.1 $ 132.9 $ 4.5 $ — $ (144.4) $ 157.1 |
CAPITAL STOCK AND SHARE-BASED C
CAPITAL STOCK AND SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
CAPITAL STOCK AND SHARE-BASED COMPENSATION | CAPITAL STOCK AND SHARE-BASED COMPENSATION On August 10, 2020, Paul B. Kusserow, President, Chief Executive Officer and Chairman of the Board of Amedisys, exercised 500,000 stock options previously awarded to him under our 2008 Omnibus Incentive Compensation Plan. In connection with the exercise, Mr. Kusserow surrendered 231,683 shares of common stock to us to satisfy tax withholding and strike price obligations and elected to hold the net 268,317 shares issued to him. The surrendered shares are classified as treasury shares. This transaction resulted in a cash outflow of $40.4 million, reflected within financing activities in our condensed consolidated statement of cashflows, related to the remittance of tax withholding obligations on Mr. Kusserow's behalf. In addition, Mr. Kusserow's stock option exercise resulted in a $24.0 million income tax benefit that was recorded in our condensed consolidated statement of operations during the three-month period ended September 30, 2020. We recognize compensation expense for stock option awards on a straight-line basis over the requisite service period for each separately vesting portion of the award in accordance with ASC 718, Compensation: Stock Compensation ; however, the income tax deduction related to stock options is not recognized until the stock option exercise date. As a result, for awards that are expected to result in a tax deduction, a deferred tax asset is created as the entity recognizes compensation expense for GAAP purposes. If the tax deduction exceeds the cumulative GAAP compensation expense for the award, the tax benefit associated with any excess deduction is recognized as an income tax benefit in the statement of operations. |
SHARE REPURCHASE SHARE REPURCHA
SHARE REPURCHASE SHARE REPURCHASE | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHARE REPURCHASE | SHARE REPURCHASES On December 23, 2020, we announced that our Board of Directors authorized a stock repurchase program, under which we may repurchase up to $100 million of our outstanding common stock through December 31, 2021 (the "Existing Share Repurchase Program"). Under the terms of the Existing Share Repurchase program, we are allowed to repurchase shares from time to time through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Exchange Act Rule 10b5-1. The timing and the amount of the repurchases will be determined by 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. Pursuant to this program, we repurchased 54,609 shares of our common stock at a weighted average price of $197.84 per share and a total cost of approximately $11 million during the three-month period ended September 30, 2021 and 351,714 shares of our common stock at a weighted average price of $241.30 per share and a total cost of approximately $85 million during the nine-month period ended September 30, 2021. The repurchased shares are classified as treasury shares. On August 2, 2021, our Board of Directors authorized a share repurchase program, under which we may repurchase up to $100 million of our outstanding common stock through December 31, 2022, to commence upon the completion of the Company's Existing Share Repurchase Program (the "New Share Repurchase Program"). |
RELATED PARTY TRANSACTIONS RELA
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSWe have an investment in Medalogix, a healthcare predictive data and analytics company, which is accounted for under the equity method. We incurred costs of approximately $1.4 million and $4.1 million during the three and nine-month periods ended September 30, 2021, respectively, and approximately $1.1 million and $2.2 million during the three and nine-month periods ended September 30, 2020, respectively, in connection with our usage of Medalogix's analytics platforms. We believe that the terms of these transactions are consistent with those negotiated at arm's length. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENTSOn October 18, 2021, we acquired the regulatory assets of a home health provider in North Carolina for a purchase price of $4.5 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year and have not been audited by our independent auditors. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update ("ASU") 2020-10, Codification Improvements , which included minor technical corrections and clarifications to improve consistency and clarify the application of various provisions of the codification by amending the codification to include all disclosure guidance in the appropriate disclosure sections and by amending and adding new headings, cross referencing to other guidance and refining or correcting terminology. Our adoption of this standard did not have a material effect on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference the London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) |
Use of Estimates | Use of Estimates Our accounting and reporting policies conform with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we are required to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of Amedisys, Inc. and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated and business combinations accounted for as purchases have been included from their respective dates of acquisition. In addition to our wholly owned subsidiaries, we also have certain equity investments that are accounted for as set forth below. |
Investments | Investments We consolidate investments when the entity is a variable interest entity ("VIE") and we are the primary beneficiary or if we have controlling interests in the entity, which is generally ownership in excess of 50%. Third-party equity interests in our consolidated joint ventures are reflected as noncontrolling interests in our condensed consolidated financial statements. We account for investments in entities in which we have the ability to exercise significant influence under the equity method if we hold 50% or less of the voting stock and the entity is not a VIE in which we are the primary beneficiary. The book value of investments that we account for under the equity method of accounting was $48.3 million and $14.2 million as of September 30, 2021 and December 31, 2020, respectively, and is reflected in other assets within our condensed consolidated balance sheets. In connection with the acquisition of Contessa Health ("Contessa") on August 1, 2021, we obtained interests in several joint ventures with health system partners and a professional corporation that employs clinicians. Each of these entities meets the criteria to be classified as a VIE. As of September 30, 2021, we are proportionately consolidating seven of our eight joint ventures with health system partners as well as the professional corporation as we have concluded that we are the primary beneficiary of these VIEs. We have management agreements in place with each of these entities whereby we manage the entities and run the day-to-day operations. As such, we possess the power to direct the activities that most significantly impact the economic performance of the VIEs. The significant activities include, but are not limited to, negotiating provider and payor contracts, establishing patient care policies and protocols, making employment and compensation decisions, developing the operating and capital budgets, performing marketing activities and providing accounting support. We also have the obligation to absorb any expected losses and the right to receive benefits. We account for one of our joint ventures with a health system partner under the equity method of accounting as we are not considered to be the primary beneficiary of this VIE. The terms of the agreements with each VIE prohibit us from using the assets of the VIE to satisfy the obligations of other entities. The carrying amount of the VIEs’ assets and liabilities included in our condensed consolidated balance sheet are as follows (amounts in millions): September 30, 2021 ASSETS Current assets: Cash and cash equivalents $ 3.7 Patient accounts receivable 2.5 Other current assets 0.1 Total current assets 6.3 Property and equipment 0.1 Total assets $ 6.4 LIABILITIES Current liabilities: Payroll and employee benefits $ 0.3 Accrued expenses 3.3 Current portion of long-term obligations 0.8 Total current liabilities 4.4 Other long-term obligations 0.1 Total liabilities $ 4.5 |
Revenue Recognition | Revenue Recognition We account for revenue from contracts with customers in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , and as such, we recognize revenue in the period in which we satisfy our performance obligations under our contracts by transferring our promised services to our customers in amounts that reflect the consideration to which we expect to be entitled in exchange for providing patient care, which are the transaction prices allocated to the distinct services. The Company's cost of obtaining contracts is not material. Revenues are recognized as performance obligations are satisfied, which varies based on the nature of the services provided. Our performance obligation is the delivery of patient care services in accordance with the nature and frequency of services outlined in physicians' orders, which are determined by a physician based on a patient's specific goals. The Company's performance obligations relate to contracts with a duration of less than one year; therefore, the Company has elected to apply the optional exemption provided by ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by estimates for contractual and non-contractual revenue adjustments. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third-party payors and others for services provided. Non-contractual revenue adjustments include discounts provided to self-pay, uninsured patients or other payors, adjustments resulting from payment reviews and adjustments arising from our inability to obtain appropriate billing documentation, authorizations or face-to-face documentation. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of change. Non-contractual revenue adjustments are recorded for self-pay, uninsured patients and other payors by major payor class based on our historical collection experience, aged accounts receivable by payor and current economic conditions. The non-contractual revenue adjustments represent the difference between amounts billed and amounts we expect to collect based on our collection history with similar payors. The Company assesses its ability to collect for the healthcare services provided at the time of patient admission based on the Company's verification of the patient's insurance coverage under Medicare, Medicaid, and other commercial or managed care insurance programs. Medicare represents approximately 75% of our net service revenue for the three and nine-month periods ended September 30, 2021 and approximately 76% and 75% of our net service revenue for the three and nine-month periods ended September 30, 2020, respectively. Amounts due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process. We determine our estimates for non-contractual revenue adjustments related to our inability to obtain appropriate billing documentation, authorizations, or face-to-face documentation based on our historical experience which primarily includes a historical collection rate of over 99% on Medicare claims. Revenue is recorded at amounts we estimate to be realizable for services provided. Revenue by payor class as a percentage of total net service revenue is as follows: For the Three-Month Periods Ended September 30, For the Nine-Month Periods 2021 2020 2021 2020 Home Health: Medicare 41 % 41 % 41 % 41 % Non-Medicare - Episodic-based 8 % 7 % 8 % 6 % Non-Medicare - Non-episodic based 12 % 12 % 12 % 13 % Hospice: Medicare 34 % 35 % 34 % 34 % Non-Medicare 2 % 2 % 2 % 2 % Personal Care 3 % 3 % 3 % 4 % 100 % 100 % 100 % 100 % Home Health Revenue Recognition Medicare Revenue Effective January 1, 2020, the Centers for Medicare and Medicaid Services ("CMS") implemented a revised case-mix adjustment methodology, the Patient-Driven Groupings Model ("PDGM"), to better align payment with patient care needs and ensure that clinically complex and ill beneficiaries have adequate access to home health care. PDGM uses 30-day periods of care rather than 60-day episodes of care as the unit of payment, eliminates the use of the number of therapy visits provided in determining payment and relies more heavily on clinical characteristics and other patient information. Net service revenue is recorded based on the established Federal Medicare home health payment rate for a 30-day period of care. ASC 606 notes that if an entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice. We have elected to apply the "right to invoice" practical expedient and therefore, our revenue recognition is based on the reimbursement we are entitled to for each 30-day payment period. We utilize our historical average length of stay for each 30-day period of care as the measure of progress towards the satisfaction of our performance obligation. PDGM uses timing, admission source, functional impairment levels and principal and other diagnoses to case-mix adjust payments. The case-mix adjusted payment for a 30-day period of care is subject to additional adjustments based on certain variables, including, but not limited to (a) an outlier payment if our patient's care was unusually costly (capped at 10% of total reimbursement per provider number); (b) a low utilization payment adjustment (“LUPA”) if the number of visits provided was less than the established threshold, which ranges from two to six visits and varies for every case-mix group under PDGM; (c) a partial payment if a patient is transferred to another provider or from another provider before completing the 30-day period of care; and (d) the applicable geographic wage index. Payments for routine and non-routine supplies are included in the 30-day payment rate. Medicare can also make various adjustments to payments received if we are unable to produce appropriate billing documentation or acceptable authorizations. We estimate the impact of such adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record this estimate during the period in which services are rendered to revenue with a corresponding reduction to patient accounts receivable. Amounts due from Medicare include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process. All Medicare contracts are required to have a signed plan of care which represents a single performance obligation, comprised of the delivery of a series of distinct services that are substantially similar and have a similar pattern of transfer to the customer. Accordingly, the Company accounts for the series of services ("episode") as a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the goods and services provided. An episode starts the first day a billable visit is performed and ends 60 days later or upon discharge, if earlier, with multiple continuous episodes allowed. The Medicare home health benefit requires that beneficiaries be homebound (meaning that the beneficiary is unable to leave his/her home without a considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services, and receive treatment under a plan of care established and periodically reviewed by a physician. In order to provide greater flexibility during the novel coronavirus pandemic ("COVID-19"), CMS relaxed the definition of homebound status through the duration of the public health emergency. During the pandemic, a beneficiary is considered homebound if they have been instructed by a physician not to leave their home because of a confirmed or suspected COVID-19 diagnosis or if the patient has a condition that makes them more susceptible to contracting COVID-19. Therefore, if a beneficiary is homebound due to COVID-19 and requires skilled services, the services will be covered under the Medicare home health benefit. During 2020, 20% of reimbursement from each Medicare episode, referred to as a request for anticipated payment ("RAP"), was billed near the start of each 30-day period of care, and cash was typically received before all services were rendered. Any cash received from Medicare for a RAP for a 30-day period of care that exceeded the associated revenue earned was recorded to accrued expenses within our condensed consolidated balance sheets. CMS fully eliminated all upfront payments associated with RAPs effective January 1, 2021. Non-Medicare Revenue Episodic-based Revenue. We recognize revenue in a similar manner as we recognize Medicare revenue for amounts that are paid by other insurance carriers, including Medicare Advantage programs; however, these amounts can vary based upon the negotiated terms, the majority of which range from 95% to 100% of Medicare rates. Non-episodic based Revenue. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established or estimated per-visit rates. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third parties and others for services provided and are deducted from gross revenue to determine net service revenue. We also make non-contractual revenue adjustments to non-episodic revenue based on our historical experience to reflect the estimated transaction price. We receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment. Hospice Revenue Recognition Hospice Medicare Revenue Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are predetermined daily or hourly rates for each of the four levels of care we deliver. The four levels of care are routine care, general inpatient care, continuous home care and respite care. Routine care accounted for 97% of our total Medicare hospice service revenue for the three and nine-month periods ended September 30, 2021 and September 30, 2020. There are two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, we may also receive a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered nurse or medical social worker for patients in a routine level of care. The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care. We make adjustments to Medicare revenue for non-contractual revenue adjustments, which include our inability to obtain appropriate billing documentation or acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these non-contractual revenue adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record it during the period services are rendered. Additionally, our hospice service revenue is subject to certain limitations on payments from Medicare which are considered variable consideration. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. We record these adjustments as a reduction to revenue and an increase in accrued expenses within our condensed consolidated balance sheets. Providers are required to self-report and pay their estimated cap liability by February 28 th of the following year. As of September 30, 2021, we have recorded $8.6 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2021; $2.5 million of this balance was acquired with the AseraCare acquisition. As of December 31, 2020, we had recorded $9.3 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2014 through September 30, 2021. Hospice Non-Medicare Revenue Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established rates or estimated per day rates, as applicable. Contractual revenue adjustments are recorded for the difference between our standard rates and the contractual rates to be realized from patients, third-party payors and others for services provided and are deducted from gross revenue to determine our net service revenue. We also make non-contractual adjustments to non-Medicare revenue based on our historical experience to reflect the estimated transaction price. Personal Care Revenue Recognition Personal Care Revenue We generate net service revenues by providing our services directly to patients based on authorized hours, visits or units determined by the relevant agency, at a rate that is either contractual or fixed by legislation. Net service revenue is recognized at the time services are rendered based on gross charges for the services provided, reduced by estimates for contractual and non-contractual revenue adjustments. We receive payment for providing such services from payors, including state and local governmental agencies, managed care organizations, commercial insurers and private consumers. Payors include the following elder service agencies: Aging Services Access Points ("ASAPs"), Senior Care Options ("SCOs"), Program of All-Inclusive Care for the Elderly ("PACE") and the Veterans Administration ("VA"). High Acuity Care Revenue Recognition High Acuity Care Revenue Our revenues are derived from contracts with (1) health insurance plans for the coordination and provision of home recovery care services to patients who are enrolled members in those insurance plans and (2) health system partners for the coordination and provision of home recovery care services to patients who are discharged early from a health system facility to complete their inpatient stay at home. Our health insurance plan contracts provide for fixed payment rates for a 30-day or 60-day episode of care indexed to assigned patient diagnoses in return for our obligation to assume risk for the coordination and payment of required medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting. Our performance obligation is the coordination and provision of patient care in accordance with physicians’ orders over either a 30-day or 60-day episode of care. The majority of our care coordination services and direct patient care is provided in the first five to seven days of the episode period (the "acute phase"). Monitoring services and follow-up direct patient care, as deemed necessary by the treating physician, is provided throughout the remainder of the episode. Since the majority of our services are provided during the acute phase, we recognize net service revenues over the acute phase based on gross charges for the service provided per the applicable managed care contract rates, reduced by estimates for revenue adjustments. Our contracts with health system partners provide for reimbursement on a per diem basis at the contracted rate for each day during the remainder of an inpatient acute stay serviced at the patient’s home. The performance obligation is the coordination and provision of required medical services, as determined by the treating physician, for each day the patient receives inpatient-equivalent care at home. As such, revenues are recognized as services are administered and as our performance obligations are satisfied on a per diem basis, reduced by estimates for revenue adjustments. We recognize adjustments to revenue during the period in which changes to estimates of assigned patient diagnoses or episode terminations become known, in accordance with the applicable managed care contracts. For certain health insurance plans, revenue is reduced by amounts owed by enrollees to healthcare providers under deductible, coinsurance or copay provisions of health insurance plan policies, since those amounts are repaid to the health insurance plans by us as part of a retrospective reconciliation process. |
Government Grants | Government Grants In the absence of specific guidance to account for government grants under U.S. GAAP, we have decided to account for government grants in accordance with International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance , and as such, we recognize grant income on a systematic basis in line with the recognition of expenses or the loss of revenues for which the grants are intended to compensate. We recognize grants once both of the following conditions are met: (1) we are able to comply with the relevant conditions of the grant and (2) the grant will be |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include certificates of deposit and all highly liquid debt instruments with maturities of three months or less when purchased. Our cash balance as of September 30, 2021 includes $58.5 million associated with unutilized CARES Act Provider Relief Fund ("PRF") funds, which were repaid to the U.S. Department of Health and Human Services ("HHS") in October 2021. Restricted cash includes cash that is not available for ordinary business use. As of September 30, 2021, we had $3.8 million of restricted cash that was placed into escrow accounts related to the indemnity and closing payment adjustment provisions within the purchase agreements for various acquisitions. The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions): As of September 30, 2021 As of December 31, 2020 Cash and cash equivalents $ 124.4 $ 81.8 Restricted cash 3.8 1.5 Cash, cash equivalents and restricted cash $ 128.2 $ 83.3 |
Patient Accounts Receivable | Patient Accounts Receivable We report accounts receivable from services rendered at their estimated transaction price, which includes contractual and non-contractual revenue adjustments based on the amounts expected to be due from payors. Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. The Company's non-Medicare third-party payor base is comprised of a diverse group of payors that are geographically dispersed across the country. As of September 30, 2021, there is no single payor, other than Medicare, that accounts for 10% of our total outstanding patient receivables. Thus, we believe there are no other significant concentrations of receivables that would subject us to any significant credit risk in the collection of our patient accounts receivable. We write off accounts on a monthly basis once we have exhausted our collection efforts and deem an account to be uncollectible. We believe the collectability risk associated with our Medicare accounts, which represent 65% and 64% of our patient accounts receivable at September 30, 2021 and December 31, 2020, respectively, is limited due to our historical collection rate of over 99% from Medicare and the fact that Medicare is a U.S. government payor. We do not believe there are any significant concentrations of revenues from any payor that would subject us to any significant credit risk in the collection of our accounts receivable. Medicare Home Health For our home health patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. Prior to January 1, 2021, we submitted a RAP for 20% of our estimated payment for each 30-day period of care. The RAP received was then deducted from our final payment. Effective January 1, 2021, CMS eliminated all upfront payments associated with RAPs. Medicare Hospice For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We bill Medicare on a monthly basis for the services provided to the patient. Non-Medicare Home Health, Hospice, Personal Care and High Acuity Care For our non-Medicare patients, our pre-billing process primarily begins with verifying a patient’s eligibility for services with the applicable payor. Once the patient has been confirmed for eligibility, we will provide services to the patient and bill the applicable payor. Our review and evaluation of non-Medicare accounts receivable includes a detailed review of outstanding balances and special consideration to concentrations of receivables from particular payors or groups of payors with similar characteristics that would subject us to any significant credit risk. |
Business Combinations | Business Combinations We account for acquisitions using the acquisition method of accounting in accordance with ASC 805, Business Combinations . Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets. In determining the fair value of identifiable intangible assets, we use various valuation techniques including discounted cash flow analysis, the income approach, the cost approach and the market approach. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, growth rates and discount rates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following details our financial instruments where the carrying value and the fair value differ (amounts in millions): Fair Value at Reporting Date Using Financial Instrument Carrying Value as of September 30, 2021 Quoted Prices in Active Significant Other Significant Long-term obligations $ 450.8 $ — $ 468.5 $ — The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows: • Level 1 – Quoted prices in active markets for identical assets and liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. |
Weighted-Average Shares Outstanding | Weighted-Average Shares OutstandingNet income per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. |
NATURE OF OPERATIONS, CONSOLI_2
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The carrying amount of the VIEs’ assets and liabilities included in our condensed consolidated balance sheet are as follows (amounts in millions): September 30, 2021 ASSETS Current assets: Cash and cash equivalents $ 3.7 Patient accounts receivable 2.5 Other current assets 0.1 Total current assets 6.3 Property and equipment 0.1 Total assets $ 6.4 LIABILITIES Current liabilities: Payroll and employee benefits $ 0.3 Accrued expenses 3.3 Current portion of long-term obligations 0.8 Total current liabilities 4.4 Other long-term obligations 0.1 Total liabilities $ 4.5 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Payor Class | Revenue by payor class as a percentage of total net service revenue is as follows: For the Three-Month Periods Ended September 30, For the Nine-Month Periods 2021 2020 2021 2020 Home Health: Medicare 41 % 41 % 41 % 41 % Non-Medicare - Episodic-based 8 % 7 % 8 % 6 % Non-Medicare - Non-episodic based 12 % 12 % 12 % 13 % Hospice: Medicare 34 % 35 % 34 % 34 % Non-Medicare 2 % 2 % 2 % 2 % Personal Care 3 % 3 % 3 % 4 % 100 % 100 % 100 % 100 % |
Schedule of Cash Cash Equivalents and Restricted Cash | The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions): As of September 30, 2021 As of December 31, 2020 Cash and cash equivalents $ 124.4 $ 81.8 Restricted cash 3.8 1.5 Cash, cash equivalents and restricted cash $ 128.2 $ 83.3 |
Schedule of Fair Value of Financial Instruments | The following details our financial instruments where the carrying value and the fair value differ (amounts in millions): Fair Value at Reporting Date Using Financial Instrument Carrying Value as of September 30, 2021 Quoted Prices in Active Significant Other Significant Long-term obligations $ 450.8 $ — $ 468.5 $ — |
Schedule of Weighted-Average Shares Outstanding | The following table sets forth, for the periods indicated, shares used in our computation of the weighted-average shares outstanding, which are used to calculate our basic and diluted net income attributable to Amedisys, Inc. common stockholders (amounts in thousands): For the Three- For the Nine- 2021 2020 2021 2020 Weighted average number of shares outstanding - basic 32,607 32,662 32,658 32,469 Effect of dilutive securities: Stock options 113 336 135 506 Non-vested stock and stock units 179 262 228 292 Weighted average number of shares outstanding - diluted 32,899 33,260 33,021 33,267 Anti-dilutive securities 141 36 82 31 |
NOVEL CORONAVIRUS PANDEMIC "C_2
NOVEL CORONAVIRUS PANDEMIC "COVID-19" (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Schedule of Cares Act Provider Relief Funds | In summary, the total funds that we received from the CARES Act PRF have been accounted for as follows as of September 30, 2021 (amounts in millions): Amount Funds utilized through June 30, 2021 by consolidated entities $ 46.6 Funds to be repaid to the government by consolidated entities (excludes $0.2 million of interest to be repaid) 58.3 Funds utilized through June 30, 2021 by unconsolidated joint ventures 1.3 Funds to be repaid to the government by unconsolidated joint ventures 0.6 $ 106.8 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, Contessa | Based on the Company's preliminary valuation, the total estimated consideration of $240.7 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions): Amount ASSETS Patient accounts receivable $ 1.5 Prepaid expenses 0.3 Other current assets 0.1 Property and equipment 0.3 Operating lease right of use assets 0.8 Intangible assets 55.2 Other assets 3.3 Total assets acquired $ 61.5 LIABILITIES AND EQUITY Accounts payable $ (0.1) Payroll and employee benefits (0.6) Accrued expenses (3.4) Operating lease liabilities (0.8) Deferred income taxes (3.1) Current portion of long-term obligations (0.9) Other long-term obligations (0.2) Total liabilities assumed (9.1) Noncontrolling interests (42.1) Total equity assumed (42.1) Total liabilities and equity assumed $ (51.2) Net identifiable assets acquired $ 10.3 Goodwill 230.4 Total consideration $ 240.7 |
Schedule of Business Acquisitions, AseraCare Hospice | The total consideration of $229.6 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions): Amount ASSETS Patient accounts receivable $ 15.3 Prepaid expenses 0.7 Property and equipment 0.6 Operating lease right of use assets 5.9 Intangible assets 24.3 Other assets 0.1 Total assets acquired $ 46.9 LIABILITIES Accounts payable $ (6.3) Payroll and employee benefits (5.9) Accrued expenses (11.9) Operating lease liabilities (5.4) Total liabilities assumed $ (29.5) Net identifiable assets acquired $ 17.4 Goodwill 212.2 Total consideration $ 229.6 |
LONG-TERM OBLIGATIONS LONG-TERM
LONG-TERM OBLIGATIONS LONG-TERM OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following for the periods indicated (amounts in millions): September 30, 2021 December 31, 2020 $450.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (1.6% at September 30, 2021); due July 30, 2026 450.0 164.1 $550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate; due July 30, 2026 — 51.0 Promissory notes 0.8 — Finance leases 2.0 2.6 Principal amount of long-term obligations 452.8 217.7 Deferred debt issuance costs (4.8) (2.7) 448.0 215.0 Current portion of long-term obligations (13.2) (10.5) Total $ 434.8 $ 204.5 |
Schedule of Commitment Fee Under Credit Facilities | We are also subject to a commitment fee and letter of credit fee under the terms of the Second Amended Credit Agreement, as presented in the table below. Pricing Tier Consolidated Leverage Ratio Commitment Fee Letter of Credit Fee Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans Base Rate Loans I > 3.00 to 1.0 0.30% 1.75% 2.00% 1.00% II < 3.00 to 1.0 but > 2.00 to 1.0 0.25% 1.50% 1.75% 0.75% III < 2.00 to 1.0 but > 0.75 to 1.0 0.20% 1.25% 1.50% 0.50% IV < 0.75 to 1.0 0.15% 1.00% 1.25% 0.25% |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Income of Reportable Segments | For the Three-Month Period Ended September 30, 2021 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 338.6 $ 197.5 $ 15.9 $ 1.5 $ — $ 553.5 Other operating income — — — — — — Cost of service, excluding depreciation and amortization 190.1 107.6 11.7 0.9 — 310.3 General and administrative expenses 82.4 49.5 2.6 3.9 40.5 178.9 Depreciation and amortization 1.1 0.7 0.1 0.5 5.1 7.5 Operating expenses 273.6 157.8 14.4 5.3 45.6 496.7 Operating income (loss) $ 65.0 $ 39.7 $ 1.5 $ (3.8) $ (45.6) $ 56.8 For the Three-Month Period Ended September 30, 2020 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 326.0 $ 199.7 $ 18.4 $ — $ — $ 544.1 Other operating income 2.6 1.7 0.5 — — 4.8 Cost of service, excluding depreciation and amortization 180.0 104.1 13.5 — — 297.6 General and administrative expenses 78.8 47.8 3.2 — 49.9 179.7 Depreciation and amortization 1.0 0.6 — — 6.7 8.3 Operating expenses 259.8 152.5 16.7 — 56.6 485.6 Operating income (loss) $ 68.8 $ 48.9 $ 2.2 $ — $ (56.6) $ 63.3 For the Nine-Month Period Ended September 30, 2021 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 1,016.5 $ 586.9 $ 49.9 $ 1.5 $ — $ 1,654.8 Other operating income 7.3 6.0 — — — 13.3 Cost of service, excluding depreciation and amortization 563.5 314.4 37.4 0.9 — 916.2 General and administrative expenses 243.8 144.4 8.8 3.9 125.5 526.4 Depreciation and amortization 3.3 2.0 0.2 0.5 15.8 21.8 Operating expenses 810.6 460.8 46.4 5.3 141.3 1,464.4 Operating income (loss) $ 213.2 $ 132.1 $ 3.5 $ (3.8) $ (141.3) $ 203.7 For the Nine-Month Period Ended September 30, 2020 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 919.8 $ 546.2 $ 54.8 $ — $ — $ 1,520.8 Other operating income 17.7 8.9 1.0 — — 27.6 Cost of service, excluding depreciation and amortization 543.8 293.1 41.7 — — 878.6 General and administrative expenses 226.7 127.4 9.5 — 129.2 492.8 Depreciation and amortization 2.9 1.7 0.1 — 15.2 19.9 Operating expenses 773.4 422.2 51.3 — 144.4 1,391.3 Operating income (loss) $ 164.1 $ 132.9 $ 4.5 $ — $ (144.4) $ 157.1 |
NATURE OF OPERATIONS, CONSOLI_3
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($)statenumberOfJointVenturescare_center | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)statenumberOfJointVenturescare_center | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of states with facilities | state | 38 | 38 | |||||
Minimum ownership percentage for controlling interest (percent) | 50.00% | 50.00% | |||||
Maximum ownership percentage for equity method investment (percent) | 50.00% | 50.00% | |||||
Equity method investment, aggregate cost | $ 48,300 | $ 48,300 | $ 14,200 | ||||
Proceeds from sale of equity method investment | 0 | $ 17,876 | |||||
Gain (loss) on equity method investments | $ 0 | $ 0 | $ 31,092 | $ (2,980) | |||
Number of Consolidated Entities Classified as Variable Interest Entities | numberOfJointVentures | 7 | 7 | |||||
Cash and cash equivalents | $ 124,458 | $ 124,458 | 81,808 | ||||
Patient accounts receivable | 274,570 | 274,570 | 255,145 | ||||
Other current assets | 14,024 | 14,024 | 13,265 | ||||
Total current assets | 432,882 | 432,882 | 361,984 | ||||
Property and equipment | 20,381 | 20,381 | 23,719 | ||||
Total assets | 1,937,645 | 1,937,645 | 1,567,198 | ||||
Payroll and employee benefits | 155,123 | 155,123 | 146,929 | ||||
Accrued expenses | 154,264 | 154,264 | 166,192 | ||||
Current portion of long-term obligations | 13,225 | 13,225 | 10,496 | ||||
Total current liabilities | 454,349 | 454,349 | 456,337 | ||||
Other long-term obligations | 31,991 | 31,991 | 33,622 | ||||
Total liabilities | 988,844 | 988,844 | $ 756,457 | ||||
Variable Interest Entity, Primary Beneficiary | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Cash and cash equivalents | 3,700 | 3,700 | |||||
Patient accounts receivable | 2,500 | 2,500 | |||||
Other current assets | 100 | 100 | |||||
Total current assets | 6,300 | 6,300 | |||||
Property and equipment | 100 | 100 | |||||
Total assets | 6,400 | 6,400 | |||||
Payroll and employee benefits | 300 | 300 | |||||
Accrued expenses | 3,300 | 3,300 | |||||
Current portion of long-term obligations | 800 | 800 | |||||
Total current liabilities | 4,400 | 4,400 | |||||
Other long-term obligations | 100 | 100 | |||||
Total liabilities | $ 4,500 | $ 4,500 | |||||
Heritage Healthcare Innovation Fund, LP [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Proceeds from sale of equity method investment | $ 17,900 | ||||||
Gain (loss) on equity method investments | $ 3,000 | ||||||
Medalogix [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Gain (loss) on equity method investments | $ 31,100 | ||||||
Home Health [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of owned and operated care centers | care_center | 328 | 328 | |||||
Hospice [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of owned and operated care centers | care_center | 177 | 177 | |||||
Personal Care [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of owned and operated care centers | care_center | 14 | 14 | |||||
High Acuity Care | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of Joint Ventures | numberOfJointVentures | 8 | 8 | |||||
Revenue from Contract with Customer [Member] | Product Concentration Risk | Medicare Revenue [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Percent of net services revenue | 75.00% | 76.00% | 75.00% | 75.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020 | Sep. 30, 2021USD ($)visit | Sep. 30, 2020 | Dec. 31, 2020USD ($) | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Net service revenue period of care payment rate (days) | 30 days | ||||
Percentage of total reimbursement of outlier payment | 10.00% | ||||
Historical collection rate from Medicare | 99.00% | ||||
Hospice Medicare revenue rate accounted for routine care | 97.00% | 97.00% | 97.00% | 97.00% | |
Net service revenue episode payment rate | 60 days | ||||
Rate of request for anticipated payment submitted for the initial episode of care | 20.00% | ||||
Home Health [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Historical collection rate from Medicare | 99.00% | ||||
Home Health [Member] | Minimum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Low utilization payment adjustment, maximum number of visits | visit | 2 | ||||
Non-Medicare revenue term rates | 95.00% | ||||
Home Health [Member] | Maximum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Low utilization payment adjustment, maximum number of visits | visit | 6 | ||||
Non-Medicare revenue term rates | 100.00% | ||||
Hospice [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Historical collection rate from Medicare | 99.00% | ||||
High Acuity Care | Minimum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Net service revenue episode payment rate | 30 days | ||||
High Acuity Care | Maximum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Net service revenue episode payment rate | 60 days | ||||
Cap Year 2014 Through 2021 | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Estimated amounts due back to Medicare | $ 9.3 | ||||
Cap Year 2016 Through 2021 | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Estimated amounts due back to Medicare | $ 8.6 | $ 8.6 | |||
Product Concentration Risk | Revenue from Contract with Customer [Member] | Medicare Revenue [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Percent of net services revenue | 75.00% | 76.00% | 75.00% | 75.00% | |
AseraCare Hospice [Member] | Cap Year 2016 Through 2021 | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Estimated amounts due back to Medicare | $ 2.5 | $ 2.5 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue by Payor Class (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Home Health Medicare [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 41.00% | 41.00% | 41.00% | 41.00% |
Home Health Non-Medicare - Episodic Based [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 8.00% | 7.00% | 8.00% | 6.00% |
Home Health Non-Medicare - Non-Episodic Based [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 12.00% | 12.00% | 12.00% | 13.00% |
Hospice Medicare [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 34.00% | 35.00% | 34.00% | 34.00% |
Hospice Non-Medicare [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 2.00% | 2.00% | 2.00% | 2.00% |
Personal Care [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 3.00% | 3.00% | 3.00% | 4.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 124,458 | $ 81,808 | ||
Restricted cash | 3,750 | 1,549 | ||
Cash, Cash Equivalents and Restricted Cash | 128,208 | $ 83,357 | $ 115,453 | $ 96,490 |
Cash Balance Associated with Provider Relief Fund | 58,500 | |||
Various acquisitions | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 3,800 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Patient Accounts Receivable Narrative (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Accounts receivable derived from Medicare | 65.00% | 64.00% |
Net service revenue period of care payment rate (days) | 30 days | |
Percentage of patient receivables outstanding | 10.00% | |
Historical collection rate from Medicare | 99.00% | |
Rate of request for anticipated payment submitted for the initial episode of care | 20.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) | Sep. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt Instrument Carrying Amount Excluding Finance Leases | $ 450,800,000 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term Debt, Fair Value | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term Debt, Fair Value | 468,500,000 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term Debt, Fair Value | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Weighted average number of shares outstanding - basic (shares) | 32,607 | 32,662 | 32,658 | 32,469 |
Effect of dilutive securities: | ||||
Stock options (shares) | 113 | 336 | 135 | 506 |
Non-vested stock and stock units (shares) | 179 | 262 | 228 | 292 |
Weighted average number of shares outstanding - diluted (shares) | 32,899 | 33,260 | 33,021 | 33,267 |
Anti-dilutive securities (shares) | 141 | 36 | 82 | 31 |
NOVEL CORONAVIRUS PANDEMIC "C_3
NOVEL CORONAVIRUS PANDEMIC "COVID-19" (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 15 Months Ended | |||
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 27, 2020 | |
NOVEL CORONAVIRUS PANDEMIC "COVID-19" [Line Items] | ||||||
Funding for Healthcare Providers, Including Hospitals | $ 175,000,000 | |||||
Funding Immediately Distributed to Healthcare Providers Based on Their 2019 Medicare Fee-For-Service Reimbursements | $ 30,000,000 | |||||
Funding Received From CARES Act | $ 100,000 | |||||
Provider relief fund advance | $ 60,000 | $ 58,535 | ||||
CARES Act Provider Relief Funds Utilized | $ 46,600 | |||||
CARES Act Provider Relief Funds Utilized By Unconsolidated Joint Ventures | $ 1,300 | |||||
Estimated CARES Act Provider Relief Fund Amounts to be Repaid | 58,300 | |||||
Estimated CARES Act Provider Relief Fund Amounts to be Repaid By Unconsolidated Joint Ventures | 600 | |||||
Total CARES Act Provider Relief Funds Received | 106,800 | |||||
CARES Act Interest To Be Repaid to Government | 200 | |||||
Payroll and employee benefits | 146,929 | 155,123 | ||||
Other long-term obligations | 33,622 | 31,991 | ||||
Subsequent Event | ||||||
NOVEL CORONAVIRUS PANDEMIC "COVID-19" [Line Items] | ||||||
Extension of Temporary Suspension of Sequestration, Revenue Impact | $ 36,000 | |||||
COVID-19 Deferral of Social Security | ||||||
NOVEL CORONAVIRUS PANDEMIC "COVID-19" [Line Items] | ||||||
CARES Act Deferral of Employer Share Social Security Tax | 55,000 | |||||
Payroll and employee benefits | 28,000 | |||||
Other long-term obligations | $ 28,000 | |||||
Personal Care [Member] | ||||||
NOVEL CORONAVIRUS PANDEMIC "COVID-19" [Line Items] | ||||||
Funding Received From Mass Home Care ASAP COVID-19 Provider Sustainability Program | $ 1,000 | |||||
AseraCare Hospice [Member] | ||||||
NOVEL CORONAVIRUS PANDEMIC "COVID-19" [Line Items] | ||||||
Funding Received From CARES Act | 6,000 | |||||
Equity Method Investments [Member] | ||||||
NOVEL CORONAVIRUS PANDEMIC "COVID-19" [Line Items] | ||||||
Funding Received From CARES Act | $ 2,000 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | Aug. 01, 2021USD ($) | Jul. 12, 2021USD ($) | Jul. 01, 2021USD ($) | May 01, 2021USD ($) | Oct. 01, 2020USD ($) | Jun. 01, 2020USD ($)care_center | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||||
Net service revenue | $ 553,485 | $ 544,070 | $ 1,654,795 | $ 1,520,814 | |||||||
Operating Income (Loss) | 56,772 | 63,313 | 203,756 | 157,115 | |||||||
Hospice [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net service revenue | 197,500 | 199,700 | 586,900 | 546,200 | |||||||
Operating Income (Loss) | 39,700 | 48,900 | 132,100 | 132,900 | |||||||
Hospice [Member] | AseraCare Hospice [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 230,400 | ||||||||||
Acquisition, number of care centers acquired | care_center | 44 | ||||||||||
Payments related to tax asset | $ 32,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 15,300 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense | 700 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 600 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating lease right of use assets | 5,900 | ||||||||||
Acquisition, other intangibles recorded | 24,300 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 100 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 46,900 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (6,300) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Payroll and Employee Benefits | (5,900) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Expenses | (11,900) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liabilities | (5,400) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (29,500) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 17,400 | ||||||||||
Goodwill recorded during period | 212,200 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 229,600 | ||||||||||
Business Acquisition Closing Payment Adjustment | $ 800 | ||||||||||
GoodwillDeductibleForIncomeTaxPurposesPeriod | 15 years | ||||||||||
Hospice [Member] | AseraCare Hospice [Member] | Maximum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition Closing Payment Adjustment | $ 1,000 | ||||||||||
Home Health [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net service revenue | 338,600 | 326,000 | 1,016,500 | 919,800 | |||||||
Operating Income (Loss) | 65,000 | 68,800 | 213,200 | 164,100 | |||||||
Home Health and Hospice [Member] | Visiting Nurse Association | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 20,100 | ||||||||||
Goodwill recorded during period | 19,400 | ||||||||||
High Acuity Care | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net service revenue | 1,500 | 0 | 1,500 | 0 | |||||||
Operating Income (Loss) | (3,800) | $ 0 | (3,800) | $ 0 | |||||||
High Acuity Care | Contessa Health | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 240,700 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 1,500 | 1,500 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense | 300 | 300 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 100 | 100 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 300 | 300 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating lease right of use assets | 800 | 800 | |||||||||
Acquisition, other intangibles recorded | 55,200 | 55,200 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 3,300 | 3,300 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 61,500 | 61,500 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (100) | (100) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Payroll and Employee Benefits | (600) | (600) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Expenses | (3,400) | (3,400) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liabilities | (800) | (800) | |||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,100) | (3,100) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | (900) | (900) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (200) | (200) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (9,100) | (9,100) | |||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | (42,100) | (42,100) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equity | (42,100) | (42,100) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities and Equity | (51,200) | (51,200) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 10,300 | 10,300 | |||||||||
Goodwill recorded during period | 230,400 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 240,700 | $ 240,700 | |||||||||
Net service revenue | 1,500 | ||||||||||
Operating Income (Loss) | (3,800) | ||||||||||
Depreciation and amortization | 500 | ||||||||||
NORTH CAROLINA | Home Health [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 2,500 | ||||||||||
Goodwill recorded during period | 2,400 | ||||||||||
NEW YORK | Home Health [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 1,500 | ||||||||||
Goodwill recorded during period | $ 1,400 | ||||||||||
Noncompete Agreements [Member] | Hospice [Member] | AseraCare Hospice [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average amortization period | 1 year 8 months 12 days | ||||||||||
Acquisition, other intangibles recorded | $ 9,200 | ||||||||||
Noncompete Agreements [Member] | High Acuity Care | Contessa Health | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average amortization period | 2 years | ||||||||||
Acquisition, other intangibles recorded | $ 6,700 | ||||||||||
Acquired Names [Member] | Hospice [Member] | AseraCare Hospice [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average amortization period | 2 years | ||||||||||
Acquisition, other intangibles recorded | $ 5,700 | ||||||||||
Acquired Names [Member] | High Acuity Care | Contessa Health | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition, other intangibles recorded | $ 28,600 | ||||||||||
Medicare licenses [Member] | Hospice [Member] | AseraCare Hospice [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition, other intangibles recorded | 8,700 | ||||||||||
Medicare licenses [Member] | Home Health and Hospice [Member] | Visiting Nurse Association | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition, other intangibles recorded | $ 700 | ||||||||||
Certificates Of Need | Hospice [Member] | AseraCare Hospice [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition, other intangibles recorded | $ 700 | ||||||||||
Certificate of Need [Member] | NORTH CAROLINA | Home Health [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition, other intangibles recorded | $ 100 | ||||||||||
Certificate of Need [Member] | NEW YORK | Home Health [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition, other intangibles recorded | $ 100 | ||||||||||
Technology-Based Intangible Assets | High Acuity Care | Contessa Health | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average amortization period | 7 years | ||||||||||
Acquisition, other intangibles recorded | $ 19,900 |
LONG-TERM OBLIGATIONS - Schedul
LONG-TERM OBLIGATIONS - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal amount | $ 452.8 | $ 217.7 |
Deferred debt issuance costs | (4.8) | (2.7) |
Long-term obligations, including current portion | 448 | 215 |
Current portion of long-term obligations | (13.2) | (10.5) |
Long-term obligations, less current portion | 434.8 | 204.5 |
Term Loan [Member] | Four Hundred Fifty Million Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Principal amount | 450 | 164.1 |
Revolving Credit Facility [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 51 |
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 0.8 | 0 |
Finance leases [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 2 | $ 2.6 |
LONG-TERM OBLIGATIONS - Sched_2
LONG-TERM OBLIGATIONS - Schedule of Long-Term Debt Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Term Loan [Member] | Four Hundred Fifty Million Term Loan Facility | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 450 |
Maturity Date | Jul. 30, 2026 |
Term Loan [Member] | Four Hundred Fifty Million Term Loan Facility | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Interest Rate at Period End | 1.60% |
Revolving Credit Facility [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 550 |
Maturity Date | Jul. 30, 2026 |
LONG-TERM OBLIGATIONS - Fees an
LONG-TERM OBLIGATIONS - Fees and Rates Under Credit Facilities (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidated Leverage Ratio: Greater Than 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.30% |
Letter Of Credit Fee | 1.75% |
Consolidated Leverage Ratio: Greater Than 3.00 to 1.0 | Eurodollar [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 2.00% |
Consolidated Leverage Ratio: Greater Than 3.00 to 1.0 | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.00% |
Consolidated Leverage Ratio: Less Than Equal To 3.00 to 1.0 but Greater Than 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.25% |
Letter Of Credit Fee | 1.50% |
Consolidated Leverage Ratio: Less Than Equal To 3.00 to 1.0 but Greater Than 2.00 to 1.0 | Eurodollar [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.75% |
Consolidated Leverage Ratio: Less Than Equal To 3.00 to 1.0 but Greater Than 2.00 to 1.0 | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.75% |
Consolidated Leverage Ratio: Less Than Equal To 2.00 to 1.0 but Greater Than 0.75 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.20% |
Letter Of Credit Fee | 1.25% |
Consolidated Leverage Ratio: Less Than Equal To 2.00 to 1.0 but Greater Than 0.75 to 1.0 | Eurodollar [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.50% |
Consolidated Leverage Ratio: Less Than Equal To 2.00 to 1.0 but Greater Than 0.75 to 1.0 | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.50% |
Consolidated Leverage Ratio: Less Than Equal To 0.75 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.15% |
Letter Of Credit Fee | 1.00% |
Consolidated Leverage Ratio: Less Than Equal To 0.75 to 1.0 | Eurodollar [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.25% |
Consolidated Leverage Ratio: Less Than Equal To 0.75 to 1.0 | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.25% |
Minimum [Member] | Consolidated Leverage Ratio: Greater Than 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 3 |
Minimum [Member] | Consolidated Leverage Ratio: Less Than Equal To 3.00 to 1.0 but Greater Than 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 2 |
Minimum [Member] | Consolidated Leverage Ratio: Less Than Equal To 2.00 to 1.0 but Greater Than 0.75 to 1.0 | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 0.75 |
Maximum [Member] | Consolidated Leverage Ratio: Less Than Equal To 3.00 to 1.0 but Greater Than 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 3 |
Maximum [Member] | Consolidated Leverage Ratio: Less Than Equal To 2.00 to 1.0 but Greater Than 0.75 to 1.0 | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 2 |
Maximum [Member] | Consolidated Leverage Ratio: Less Than Equal To 0.75 to 1.0 | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 0.75 |
LONG-TERM OBLIGATIONS - Narrati
LONG-TERM OBLIGATIONS - Narrative (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2023 | Jul. 30, 2026 | Jul. 30, 2026 | Dec. 31, 2020 | Feb. 04, 2019 |
Debt Instrument [Line Items] | ||||||||||
Consolidated leverage ratio | 1.2 | 1.2 | ||||||||
Consolidated interest coverage ratio | 27.5 | 27.5 | ||||||||
Principal amount | $ 452,800 | $ 452,800 | $ 217,700 | |||||||
Payments of Debt Issuance Costs | 2,792 | $ 0 | ||||||||
Term Loan [Member] | Four Hundred Fifty Million Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 450,000 | $ 450,000 | ||||||||
Weighted average interest rate (percent) | 1.60% | 1.70% | 1.50% | 2.30% | ||||||
Maturity Date | Jul. 30, 2026 | |||||||||
Principal amount | $ 450,000 | $ 450,000 | 164,100 | |||||||
Revolving Credit Facility [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 550,000 | $ 550,000 | ||||||||
Weighted average interest rate (percent) | 2.90% | 1.80% | 1.90% | 2.20% | ||||||
Maturity Date | Jul. 30, 2026 | |||||||||
Remaining availability under revolving credit facility | $ 519,900 | $ 519,900 | ||||||||
Principal amount | 0 | 0 | $ 51,000 | |||||||
Line of Credit [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding letters of credit | 30,100 | $ 30,100 | ||||||||
Amended Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, maximum borrowing capacity | $ 725,000 | |||||||||
Amended Credit Agreement [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 550,000 | |||||||||
Amended Credit Agreement [Member] | One Hundred Seventy Five Million Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 175,000 | |||||||||
Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, maximum borrowing capacity | $ 1,000,000 | |||||||||
Additional interest rate above Federal Fund rate | 0.50% | |||||||||
Additional interest rate above Eurodollar rate | 1.00% | |||||||||
Percentage of consolidated revenue and adjusted EBITDA that guarantor wholly-owned subsidiaries represent | 95.00% | |||||||||
Percentage of adjusted EBITDA that guarantor subsidiaries represent | 70.00% | |||||||||
Payments of Debt Issuance Costs | $ 2,800 | |||||||||
Second Amended Credit Agreement | Five Hundred Fifty Million Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 550,000 | |||||||||
Second Amended Credit Agreement | Four Hundred Fifty Million Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 450,000 | |||||||||
Base Rate [Member] | Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Description of variable rate basis | Fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Eurodollar Rate for an interest period of one month plus 1% per annum. | |||||||||
Base Rate [Member] | Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Eurodollar [Member] | Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Description of variable rate basis | Rate at which Eurodollar deposits in the London interbank market for an interest period of one, two, three or six months | |||||||||
Eurodollar [Member] | Term Loan [Member] | Four Hundred Fifty Million Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument Interest Rate at Period End | 1.60% | 1.60% | ||||||||
Eurodollar [Member] | Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Minimum [Member] | Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds Received From Loan Party Of Subsidiary | $ 5,000 | |||||||||
Subsequent Event | Second Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity Date | Jul. 30, 2026 | |||||||||
Subsequent Event | Second Amended Credit Agreement | Four Hundred Fifty Million Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument Periodic Payment Percentage | 0.625% | 1.25% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | Jun. 27, 2016patient | Jan. 18, 2016USD ($)claim | Nov. 03, 2015patient | May 21, 2015patient | Jun. 06, 2011beneficiary | Aug. 31, 2017USD ($)claim | Sep. 30, 2021USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2010beneficiary | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 10, 2019USD ($) |
Loss Contingencies [Line Items] | |||||||||||||
Patient accounts receivable | $ 274,570 | $ 255,145 | |||||||||||
Health insurance retention limit | 1,300 | ||||||||||||
Workers compensation insurance retention limit | 1,000 | ||||||||||||
Professional liability insurance retention limit | 300 | ||||||||||||
South Carolina | Hospice [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of beneficiaries | beneficiary | 30 | ||||||||||||
Indemnity receivable | 2,800 | ||||||||||||
Indemnification amount | $ 2,800 | ||||||||||||
South Carolina | Hospice [Member] | Extrapolated [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of beneficiaries | beneficiary | 16 | ||||||||||||
South Carolina | Hospice [Member] | Unfavorable [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Recovery amount of overpayment made to subsidiary | $ 3,700 | ||||||||||||
Recovery amount of overpayment made to subsidiary including interest | $ 5,600 | ||||||||||||
Number of claims submitted by subsidiary | claim | 9 | ||||||||||||
Recovery amount of over payment made to subsidiary including interest withheld | 5,700 | ||||||||||||
US Department of Justice | Hospice [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency accrual | $ 6,500 | ||||||||||||
Reversal of Loss Contingency Accrual | $ 6,500 | ||||||||||||
US Department of Justice | Massachusetts | Hospice [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of patients | patient | 53 | ||||||||||||
US Department of Justice | Morgantown, West Virginia | Hospice [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of patients | patient | 66 | ||||||||||||
US Department of Justice | Parkersburg, West Virginia | Hospice [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of patients | patient | 68 | ||||||||||||
Safeguard Zone Program Integrity Contractor | Florida | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency accrual | 17,400 | ||||||||||||
Indemnity receivable | 10,900 | ||||||||||||
Indemnification amount | $ 12,600 | ||||||||||||
Safeguard Zone Program Integrity Contractor | Florida | Infinity HomeCare | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Indemnification amount | 12,600 | ||||||||||||
Safeguard Zone Program Integrity Contractor | Florida | Home Health [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Florida ZPIC revenue reduction | $ 6,500 | ||||||||||||
Safeguard Zone Program Integrity Contractor | Florida | Home Health [Member] | Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Recovery amount of overpayment made to subsidiary | 6,500 | ||||||||||||
Safeguard Zone Program Integrity Contractor | Florida | Home Health [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Recovery amount of overpayment made to subsidiary | 38,800 | 29,300 | |||||||||||
Safeguard Zone Program Integrity Contractor | Florida | Home Health [Member] | Infinity HomeCare | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Patient accounts receivable | 1,500 | ||||||||||||
Safeguard Zone Program Integrity Contractor | Lakeland, Florida | Home Health [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Recovery amount of overpayment made to subsidiary | $ 34,000 | 26,000 | |||||||||||
Number of claims submitted by subsidiary | claim | 72 | ||||||||||||
Actual claims payment | $ 200 | ||||||||||||
Error rate (percent) | 100.00% | ||||||||||||
Safeguard Zone Program Integrity Contractor | Clearwater, Florida | Home Health [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Recovery amount of overpayment made to subsidiary | $ 4,800 | $ 3,300 | |||||||||||
Number of claims submitted by subsidiary | claim | 70 | ||||||||||||
Actual claims payment | $ 200 | ||||||||||||
Error rate (percent) | 100.00% |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021Segments | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 4 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Income of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net service revenue | $ 553,485 | $ 544,070 | $ 1,654,795 | $ 1,520,814 |
Other operating income | (4) | 4,812 | 13,300 | 27,592 |
Cost of service, excluding depreciation and amortization | 310,294 | 297,668 | 916,188 | 878,633 |
General and administrative expenses | 178,900 | 179,700 | 526,400 | 492,800 |
Depreciation and amortization | 7,487 | 8,283 | 21,763 | 19,955 |
Operating expenses | 496,709 | 485,569 | 1,464,339 | 1,391,291 |
Operating income (loss) | 56,772 | 63,313 | 203,756 | 157,115 |
Home Health [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 338,600 | 326,000 | 1,016,500 | 919,800 |
Other operating income | 0 | 2,600 | 7,300 | 17,700 |
Cost of service, excluding depreciation and amortization | 190,100 | 180,000 | 563,500 | 543,800 |
General and administrative expenses | 82,400 | 78,800 | 243,800 | 226,700 |
Depreciation and amortization | 1,100 | 1,000 | 3,300 | 2,900 |
Operating expenses | 273,600 | 259,800 | 810,600 | 773,400 |
Operating income (loss) | 65,000 | 68,800 | 213,200 | 164,100 |
Hospice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 197,500 | 199,700 | 586,900 | 546,200 |
Other operating income | 0 | 1,700 | 6,000 | 8,900 |
Cost of service, excluding depreciation and amortization | 107,600 | 104,100 | 314,400 | 293,100 |
General and administrative expenses | 49,500 | 47,800 | 144,400 | 127,400 |
Depreciation and amortization | 700 | 600 | 2,000 | 1,700 |
Operating expenses | 157,800 | 152,500 | 460,800 | 422,200 |
Operating income (loss) | 39,700 | 48,900 | 132,100 | 132,900 |
Personal Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 15,900 | 18,400 | 49,900 | 54,800 |
Other operating income | 0 | 500 | 0 | 1,000 |
Cost of service, excluding depreciation and amortization | 11,700 | 13,500 | 37,400 | 41,700 |
General and administrative expenses | 2,600 | 3,200 | 8,800 | 9,500 |
Depreciation and amortization | 100 | 0 | 200 | 100 |
Operating expenses | 14,400 | 16,700 | 46,400 | 51,300 |
Operating income (loss) | 1,500 | 2,200 | 3,500 | 4,500 |
High Acuity Care | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 1,500 | 0 | 1,500 | 0 |
Other operating income | 0 | 0 | 0 | 0 |
Cost of service, excluding depreciation and amortization | 900 | 0 | 900 | 0 |
General and administrative expenses | 3,900 | 0 | 3,900 | 0 |
Depreciation and amortization | 500 | 0 | 500 | 0 |
Operating expenses | 5,300 | 0 | 5,300 | 0 |
Operating income (loss) | (3,800) | 0 | (3,800) | 0 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 0 | 0 | 0 | 0 |
Other operating income | 0 | 0 | 0 | 0 |
Cost of service, excluding depreciation and amortization | 0 | 0 | 0 | 0 |
General and administrative expenses | 40,500 | 49,900 | 125,500 | 129,200 |
Depreciation and amortization | 5,100 | 6,700 | 15,800 | 15,200 |
Operating expenses | 45,600 | 56,600 | 141,300 | 144,400 |
Operating income (loss) | $ (45,600) | $ (56,600) | $ (141,300) | $ (144,400) |
CAPITAL STOCK AND SHARE-BASED_2
CAPITAL STOCK AND SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | Aug. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 16,694 | $ 54,172 | ||
Executive Stock Option Exercise [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance/(cancellation) of non-vested stock (shares) | 268,317 | |||
Surrendered Shares (in shares) | 231,683 | |||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ 24,000 | |||
Exercise of stock options (in shares) | 500,000 | |||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 40,400 |
SHARE REPURCHASE Narrative (Det
SHARE REPURCHASE Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 17 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 02, 2021 | Dec. 23, 2020 | |
Share Repurchase [Line Items] | |||||||
Purchase of company stock | $ 84,879 | $ 0 | |||||
Existing Share Repurchase Program | |||||||
Share Repurchase [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | ||||||
Shares repurchased (shares) | 54,609 | 351,714 | |||||
Purchase of company stock | $ 11,000 | $ 85,000 | |||||
Treasury Stock Acquired, Average Cost Per Share | $ 197.84 | $ 241.30 | |||||
Existing Share Repurchase Program | Subsequent Event | |||||||
Share Repurchase [Line Items] | |||||||
Stock Repurchase Program Expiration Date | Dec. 31, 2021 | ||||||
New Share Repurchase Program | |||||||
Share Repurchase [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | ||||||
New Share Repurchase Program | Subsequent Event | |||||||
Share Repurchase [Line Items] | |||||||
Stock Repurchase Program Expiration Date | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS Narr
RELATED PARTY TRANSACTIONS Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Medalogix [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 1.4 | $ 1.1 | $ 4.1 | $ 2.2 |
SUBSEQUENT EVENT - Narrative (D
SUBSEQUENT EVENT - Narrative (Details) - NORTH CAROLINA - Home Health [Member] - USD ($) $ in Millions | Oct. 18, 2021 | May 01, 2021 |
Subsequent Event [Line Items] | ||
Payments to acquire business | $ 2.5 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Payments to acquire business | $ 4.5 |