Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 21, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 $0.001 per share | |
Trading Symbol | AMED | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,491,988 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000896262 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,956 | $ 42,694 |
Restricted cash | 13,504 | 3,075 |
Patient accounts receivable | 302,470 | 274,961 |
Prepaid expenses | 17,011 | 10,356 |
Other current assets | 37,839 | 25,598 |
Total current assets | 388,780 | 356,684 |
Property and equipment, net of accumulated depreciation of $102,407 and $96,937 | 17,248 | 18,435 |
Operating lease right of use assets | 105,843 | 101,257 |
Goodwill | 1,285,455 | 1,196,090 |
Intangible assets, net of accumulated amortization of $11,891 and $19,900 | 103,678 | 111,190 |
Deferred income tax assets | 0 | 289 |
Other assets | 81,123 | 73,023 |
Total assets | 1,982,127 | 1,856,968 |
Current liabilities: | ||
Accounts payable | 45,527 | 38,217 |
Payroll and employee benefits | 145,073 | 141,001 |
Accrued expenses | 130,100 | 150,836 |
Current portion of long-term obligations | 12,628 | 12,995 |
Current portion of operating lease liabilities | 33,872 | 31,233 |
Total current liabilities | 367,200 | 374,282 |
Long-term obligations, less current portion | 443,431 | 432,075 |
Operating lease liabilities, less current portion | 72,030 | 69,309 |
Deferred income tax liabilities | 15,983 | 0 |
Other long-term obligations | 13,873 | 4,979 |
Total liabilities | 912,517 | 880,645 |
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; 37,852,059 and 37,674,868 shares issued; and 32,479,475 and 32,509,969 shares outstanding | 38 | 38 |
Additional paid-in capital | 750,914 | 728,118 |
Treasury stock, at cost 5,372,584 and 5,164,899 shares of common stock | (461,168) | (435,868) |
Retained earnings | 725,955 | 639,063 |
Total Amedisys, Inc. stockholders’ equity | 1,015,739 | 931,351 |
Noncontrolling interests | 53,871 | 44,972 |
Total equity | 1,069,610 | 976,323 |
Total liabilities and equity | $ 1,982,127 | $ 1,856,968 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 102,407 | $ 96,937 |
Intangible assets, accumulated amortization | $ 11,891 | $ 19,900 |
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) | 37,852,059 | 37,674,868 |
Common stock, outstanding (shares) | 32,479,475 | 32,509,969 |
Treasury stock at cost (shares) | 5,372,584 | 5,164,899 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net service revenue | $ 557,988 | $ 553,485 | $ 1,661,135 | $ 1,654,795 |
Other operating income | 0 | (4) | 0 | 13,300 |
Cost of service, excluding depreciation and amortization | 322,227 | 310,294 | 943,258 | 916,188 |
General and administrative expenses: | ||||
Salaries and benefits | 125,550 | 119,373 | 376,788 | 349,533 |
Non-cash compensation | 3,495 | 4,397 | 15,990 | 17,860 |
Other | 59,299 | 55,158 | 167,851 | 158,995 |
Depreciation and amortization | 5,477 | 7,487 | 19,705 | 21,763 |
Investment impairment | 3,009 | 0 | 3,009 | 0 |
Operating expenses | 519,057 | 496,709 | 1,526,601 | 1,464,339 |
Operating income | 38,931 | 56,772 | 134,534 | 203,756 |
Other income (expense): | ||||
Interest income | 59 | 0 | 108 | 49 |
Interest expense | (4,963) | (2,730) | (16,447) | (6,734) |
Equity in earnings (loss) from equity method investments | 302 | 1,444 | (442) | 3,932 |
Gain on equity method investments | 0 | 0 | 0 | 31,092 |
Miscellaneous, net | 491 | 490 | 1,155 | 1,253 |
Total other (expense) income, net | (4,111) | (796) | (15,626) | 29,592 |
Income before income taxes | 34,820 | 55,976 | 118,908 | 233,348 |
Income tax expense | (9,417) | (10,731) | (32,755) | (57,192) |
Net income | 25,403 | 45,245 | 86,153 | 176,156 |
Net loss (income) attributable to noncontrolling interests | 239 | (239) | 739 | (1,131) |
Net income attributable to Amedisys, Inc. | $ 25,642 | $ 45,006 | $ 86,892 | $ 175,025 |
Basic earnings per common share: | ||||
Net income attributable to Amedisys, Inc. common stockholders, basic (usd per share) | $ 0.79 | $ 1.38 | $ 2.67 | $ 5.36 |
Weighted average shares outstanding, basic (shares) | 32,482 | 32,607 | 32,519 | 32,658 |
Diluted earnings per common share: | ||||
Net income attributable to Amedisys, Inc. common stockholders, diluted (usd per share) | $ 0.79 | $ 1.37 | $ 2.66 | $ 5.30 |
Weighted average shares outstanding, diluted (shares) | 32,616 | 32,899 | 32,680 | 33,021 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Noncontrolling Interests |
Balance, Stockholders Equity at Dec. 31, 2020 | $ 810,741 | $ 38 | $ 698,287 | $ (319,092) | $ 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 distributions | (1,253) | (1,253) | ||||
Acquired noncontrolling interest | 42,142 | 42,142 | ||||
Net income (loss) | 176,156 | 175,025 | 1,131 | |||
Balance, Stockholders Equity at Sep. 30, 2021 | 948,801 | $ 38 | 720,875 | (420,665) | 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) | 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 distributions | (459) | (459) | ||||
Acquired noncontrolling interest | 42,142 | 42,142 | ||||
Net income (loss) | 45,245 | 45,006 | 239 | |||
Balance, Stockholders Equity at Sep. 30, 2021 | 948,801 | $ 38 | 720,875 | (420,665) | 605,016 | 43,537 |
Balance (in shares) at Sep. 30, 2021 | 37,659,284 | |||||
Balance, Stockholders Equity at Dec. 31, 2021 | 976,323 | $ 38 | 728,118 | (435,868) | 639,063 | 44,972 |
Balance (in shares) at Dec. 31, 2021 | 37,674,868 | |||||
Issuance of stock - employee stock purchase plan | 2,857 | 2,857 | ||||
Issuance of stock - employee stock purchase plan (shares) | 24,159 | |||||
Issuance/(cancellation) of non-vested stock | 0 | $ 0 | 0 | |||
Issuance/(cancellation) of non-vested stock (shares) | 141,726 | |||||
Exercise of stock options | 1,078 | 1,078 | ||||
Exercise of stock options (in shares) | 11,306 | |||||
Non-cash compensation | 15,990 | 15,990 | ||||
Surrendered Shares | (7,949) | (7,949) | ||||
Shares repurchased | (17,351) | (17,351) | ||||
Noncontrolling interest contributions | 11,000 | 0 | 11,000 | |||
Noncontrolling interest distributions | (1,425) | (1,425) | ||||
Sale of noncontrolling interest | 2,934 | 2,871 | 63 | |||
Net income (loss) | 86,153 | 86,892 | (739) | |||
Balance, Stockholders Equity at Sep. 30, 2022 | 1,069,610 | $ 38 | 750,914 | (461,168) | 725,955 | 53,871 |
Balance (in shares) at Sep. 30, 2022 | 37,852,059 | |||||
Balance, Stockholders Equity at Jun. 30, 2022 | 1,038,995 | $ 38 | 743,276 | (457,981) | 700,313 | 53,349 |
Balance (in shares) at Jun. 30, 2022 | 37,780,242 | |||||
Issuance of stock - employee stock purchase plan | 966 | 966 | ||||
Issuance of stock - employee stock purchase plan (shares) | 10,814 | |||||
Issuance/(cancellation) of non-vested stock | 0 | $ 0 | 0 | |||
Issuance/(cancellation) of non-vested stock (shares) | 57,420 | |||||
Exercise of stock options | 306 | 306 | ||||
Exercise of stock options (in shares) | 3,583 | |||||
Non-cash compensation | 3,495 | 3,495 | ||||
Surrendered Shares | (3,187) | (3,187) | ||||
Noncontrolling interest contributions | 1,148 | 1,148 | ||||
Noncontrolling interest distributions | (450) | (450) | ||||
Sale of noncontrolling interest | 2,934 | 2,871 | 63 | |||
Net income (loss) | 25,403 | 25,642 | (239) | |||
Balance, Stockholders Equity at Sep. 30, 2022 | $ 1,069,610 | $ 38 | $ 750,914 | $ (461,168) | $ 725,955 | $ 53,871 |
Balance (in shares) at Sep. 30, 2022 | 37,852,059 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 86,153 | $ 176,156 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,705 | 21,763 |
Non-cash compensation | 15,990 | 17,860 |
Amortization and impairment of operating lease right of use assets | 34,782 | 30,181 |
Loss (gain) on disposal of property and equipment | 507 | (64) |
Gain on equity method investments | 0 | (31,092) |
Deferred income taxes | 19,031 | 34,729 |
Equity in loss (earnings) from equity method investments | 442 | (3,932) |
Amortization of deferred debt issuance costs/debt discount | 743 | 669 |
Return on equity method investments | 3,798 | 4,268 |
Investment impairment | 3,009 | 0 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Patient accounts receivable | (18,266) | (17,638) |
Other current assets | (19,929) | (6,219) |
Other assets | 283 | (938) |
Accounts payable | 5,886 | (1,192) |
Accrued expenses | (26,790) | (9,363) |
Other long-term obligations | 243 | (1,785) |
Operating lease liabilities | (30,864) | (27,372) |
Operating lease right of use assets | (2,323) | (2,304) |
Net cash provided by operating activities | 92,400 | 183,727 |
Cash Flows from Investing Activities: | ||
Proceeds from the sale of deferred compensation plan assets | 89 | 126 |
Proceeds from the sale of property and equipment | 66 | 140 |
Purchases of property and equipment | (4,338) | (5,187) |
Investments in technology assets | (848) | (147) |
Investment in equity method investee | (637) | 0 |
Purchase of cost method investment | (15,000) | 0 |
Acquisitions of businesses, net of cash acquired | (71,952) | (264,872) |
Net cash used in investing activities | (92,620) | (269,940) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of stock upon exercise of stock options | 1,078 | 1,706 |
Proceeds from issuance of stock to employee stock purchase plan | 2,857 | 3,022 |
Shares withheld to pay taxes on non-cash compensation | (7,949) | (16,694) |
Noncontrolling interest contributions | 2,100 | 0 |
Noncontrolling interest distributions | (1,425) | (1,253) |
Proceeds from sale of noncontrolling interest | 3,941 | 0 |
Proceeds from borrowings under term loan | 0 | 290,312 |
Proceeds from borrowings under revolving line of credit | 484,000 | 500,700 |
Repayments of borrowings under revolving line of credit | (465,500) | (551,700) |
Principal payments of long-term obligations | (10,126) | (5,893) |
Debt issuance costs | 0 | (2,792) |
Purchase of company stock | (17,351) | (84,879) |
Payment of accrued contingent consideration | (5,714) | 0 |
Provider relief fund advance | 0 | (1,465) |
Net cash (used in) provided by financing activities | (14,089) | 131,064 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (14,309) | 44,851 |
Cash, cash equivalents and restricted cash at beginning of period | 45,769 | 83,357 |
Cash, cash equivalents and restricted cash at end of period | 31,460 | 128,208 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 9,153 | 3,479 |
Cash paid for Infinity ZPIC interest | 11,544 | 0 |
Cash paid for income taxes, net of refunds received | 23,582 | 25,482 |
Cash paid for operating lease liabilities | 33,187 | 29,676 |
Cash paid for finance lease liabilities | 1,074 | 1,509 |
Supplemental Disclosures of Non-Cash Activity: | ||
Right of use assets obtained in exchange for operating lease liabilities | 36,980 | 34,881 |
Right of use assets obtained in exchange for finance lease liabilities | 1,846 | 814 |
Reductions to right of use assets resulting from reductions to operating lease liabilities | 3,387 | 1,183 |
Reductions to right of use assets resulting from reductions to finance lease liabilities | 564 | 0 |
Accrued contingent consideration | 19,195 | 0 |
Noncontrolling interest contribution | $ 8,900 | $ 0 |
NATURE OF OPERATIONS, CONSOLIDA
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
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 74% of our consolidated net service revenue derived from Medicare for the three and nine-month periods ended September 30, 2022 and approximately 75% of our consolidated net service revenue derived from Medicare for the three and nine-month periods ended September 30, 2021. As of September 30, 2022, we owned and operated 353 Medicare-certified home health care centers, 172 Medicare-certified hospice care centers, 14 personal-care care centers and 8 admitting high acuity care joint ventures in 36 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, 2021, as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022 (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. 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 in our accompanying unaudited condensed consolidated financial statements and business combinations accounted for as purchases have been included in our condensed consolidated financial statements 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 $41.5 million and $48.1 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected in other assets within our condensed consolidated balance sheets. We account for investments in entities in which we have less than 20% ownership interest under the cost method of accounting if we do not have the ability to exercise significant influence over the investee. During the three-month period ended March 31, 2022, we made a $15.0 million investment in an entity accounted for under the cost method. The book value of investments that we account for under the cost method of accounting was $20.0 million and $5.0 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected in other assets within our condensed consolidated balance sheets. During the three-month period ended September 30, 2022, we sold a 30% interest in two of our home health care centers while maintaining a controlling interest in the newly formed joint venture. We are consolidating this joint venture. The total cash consideration received for the 30% noncontrolling interest was $3.9 million. In connection with the transaction, we recorded an after-tax gain of $2.9 million; this gain was recorded in additional paid-in capital within our condensed consolidated balance sheet. During 2021, a third-party acquired a majority of the issued and outstanding membership interests of one of our equity method investments, Medalogix, for cash, with the remaining membership interests rolling over into a newly formed entity that includes Medalogix as well as another healthcare predictive data and analytics company. We rolled over 100% of our ownership interest in Medalogix to the newly formed entity, and in connection with this transaction, we recognized a $31.1 million gain based on the purchase price of Medalogix during the three-month period ended June 30, 2021, which is reflected in gain on equity method investments within our condensed consolidated statements of operations. Our high acuity care segment includes 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, 2022, we are consolidating all of our admitting 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. Additionally, from time to time, we may be required to provide joint venture funding. Our high acuity care segment also includes one non-admitting joint venture with a health system partner that is accounted for under the equity method of accounting. We are in the process of winding down the operations of this joint venture. 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 sheets are as follows (amounts in millions): As of September 30, 2022 As of December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 13.0 $ 3.1 Patient accounts receivable 5.4 2.4 Other current assets 0.9 0.1 Total current assets 19.3 5.6 Property and equipment 0.2 0.1 Operating lease right of use assets 0.1 — Goodwill 8.5 — Intangible assets 0.4 — Other assets 0.1 — Total assets $ 28.6 $ 5.7 LIABILITIES Current liabilities: Accounts payable $ 0.3 $ — Payroll and employee benefits 0.6 0.3 Accrued expenses 5.1 3.4 Current portion of long-term obligations 0.2 0.8 Total current liabilities 6.2 4.5 Other long-term obligations — — Total liabilities $ 6.2 $ 4.5 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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. Our 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. Our performance obligations relate to contracts with a duration of less than one year; therefore, we have elected to apply the optional exemption provided by ASC 606 and are 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. We assess our ability to collect for the healthcare services provided at the time of patient admission based on our verification of the patient's insurance coverage under Medicare, Medicaid and other commercial or managed care insurance programs. Medicare represented approximately 74% of our consolidated net service revenue for the three and nine-month periods ended September 30, 2022 and approximately 75% of our consolidated net service revenue for the three and nine-month periods ended September 30, 2021. 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 2022 2021 2022 2021 Home Health: Medicare 40 % 41 % 40 % 41 % Non-Medicare - Episodic-based 7 % 8 % 8 % 8 % Non-Medicare - Non-episodic based 13 % 12 % 13 % 12 % Hospice: Medicare 34 % 34 % 33 % 34 % Non-Medicare 2 % 2 % 2 % 2 % Personal Care 3 % 3 % 3 % 3 % High Acuity Care (1) 1 % — % 1 % — % 100 % 100 % 100 % 100 % (1) Acquired Contessa Health on August 1, 2021. 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"). 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. 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, we account 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. Each 60-day episode includes two 30-day periods of care. 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 period of care. 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; (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. 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. 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. For our per visit contracts, 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. For our case rate contracts, gross revenue is recorded over our historical average length of stay using the established case rate for each admission. 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. Under our case rate contracts, we may receive reimbursement before all services are rendered. Any cash received that exceeds the associated revenue earned is recorded to deferred revenue in accrued expenses within our condensed consolidated balance sheets. 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, 2022 and 2021. 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. 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. 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. Prior to the 2016 final rule, the cap year began on November 1st and ended on October 31st. Effective with the 2016 final rule, the cap year was changed to align with the federal fiscal year which begins on October 1st and ends on September 30th. As of September 30, 2022, we have recorded $4.1 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2022. As of December 31, 2021, we had recorded $4.5 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2022. 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 clinically-eligible patients who are enrolled members in those insurance plans, (2) health system partners for the coordination and provision of home recovery care services to clinically-eligible patients who are discharged early from a health system facility to complete their inpatient stay at home and (3) Medicare and other payors for the provision of home health services. Under our health insurance plan contracts, we provide home recovery care services, which include hospital-equivalent ("H H") and skilled nursing facility ("SNF") equivalent services ("SNF H"), for high acuity care patients on a full risk basis whereby we assume the financial risk for the coordination and payment of all hospital or SNF replacement medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting for a 30-day (H H) or 60-day (SNF H) episode of care in exchange for a fixed contracted bundled rate. For H H programs, the fixed rate is based on the assigned diagnosis related group ("DRG") and the 30-day post-discharge related spend. For SNF H programs, the fixed rate is based on the 60-day post-discharge related spend. 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 seven Under our contracts with health system partners, we provide home recovery care services for high acuity patients on a limited risk basis whereby we assume the risk for certain healthcare services during the remainder of an inpatient acute stay serviced at the patient’s home in exchange for a contracted per diem rate. 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. In March 2022, our high acuity care segment entered into a transaction in which one of our health system partners contributed its home health operations to one of our existing high acuity care joint ventures. We recognize Medicare and non-Medicare revenue in a manner that is consistent with our home health segment revenue recognition policy described above. Government Grants We account for government grants in accordance with Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832), by applying the grant model 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"). 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. Restricted cash includes cash that is not available for ordinary business use. As of September 30, 2022 and December 31, 2021, we had $13.5 million and $3.1 million, respectively, classified as restricted cash related to funds placed into escrow accounts in connection with the indemnity, closing payment and other provisions within the purchase agreements of our acquisitions. The increase in restricted cash from December 31, 2021 to September 30, 2022 is related to our acquisitions of Evolution Health, LLC ("Evolution") and AssistedCare Home Health, Inc. and RH Homecare Services, LLC ("AssistedCare") on April 1, 2022. See Note 4 – Acquisitions for additional information. The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions): As of September 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 18.0 $ 42.7 Restricted cash 13.5 3.1 Cash, cash equivalents and restricted cash $ 31.5 $ 45.8 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. Our 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, 2022, there is no single payor, other than Medicare, that accounts for more than 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 represented 65% and 68% of our patient accounts receivable at September 30, 2022 and December 31, 2021, 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 (within both our home health and high acuity care segments), 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 following the end of each 30-day period of care or upon discharge, if earlier, for the services provided to the patient. 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, liabilities assumed and noncontrolling interests, 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 and noncontrolling interests, we use various valuation techniques including 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, 2022 Quoted Prices in Active Significant Other Significant Long-term obligations $ 457.4 $ — $ 473.4 $ — 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 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- 2022 2021 2022 2021 Weighted average number of shares outstanding - basic 32,482 32,607 32,519 32,658 Effect of dilutive securities: Stock options 38 113 50 135 Non-vested stock and stock units 96 179 111 228 Weighted average number of shares outstanding - diluted 32,616 32,899 32,680 33,021 Anti-dilutive securities 202 141 276 82 |
NOVEL CORONAVIRUS PANDEMIC "COV
NOVEL CORONAVIRUS PANDEMIC "COVID-19" | 9 Months Ended |
Sep. 30, 2022 | |
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 Hospice ("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, and our audit report was submitted to HHS on September 26, 2022. 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; all unutilized funds were repaid in October 2021. In summary, the total funds that we received from the CARES Act PRF were accounted for as follows (amounts in millions): Amount Funds utilized through June 30, 2021 by consolidated entities $ 46.6 Funds repaid to the government by consolidated entities (excludes $0.2 million of interest repaid) 58.3 Funds utilized through June 30, 2021 by unconsolidated joint ventures 1.3 Funds 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. During 2020 and 2021, Congress passed additional COVID-19 relief legislation which extended the 2% suspension of sequestration through March 31, 2022; sequestration was reinstated as a 1% reduction to Medicare claim reimbursements effective April 1, 2022 and as a 2% reduction to Medicare claim reimbursements effective July 1, 2022. Due to the reinstatement of sequestration on July 1, 2022, we did not receive a benefit to net service revenue during the three-month period ended September 30, 2022; however, we recognized a $9 million benefit to net service revenue during the three-month period ended September 30, 2021. During the nine-month periods ended September 30, 2022 and 2021, we recognized benefits to net service revenue totaling $13 million and $27 million, respectively. 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. During 2020, we deferred approximately $55 million of social security taxes. Approximately $27 million was paid during December 2021; the remaining balance is due on December 31, 2022 and is reflected in payroll and employee benefits within our condensed consolidated balance sheet. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
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. 2022 Acquisitions On March 23, 2022, we entered into a transaction with one of our high acuity care health system partners in which we contributed cash and our health system partner contributed its home health operations to one of our existing high acuity care joint ventures. As a result of this transaction, we recorded goodwill of $8.5 million, other intangibles of $0.4 million (certificate of need and licenses) and noncontrolling interest of $8.9 million within our condensed consolidated balance sheet. The fair value of noncontrolling interest was determined using an income approach and a market approach. On April 1, 2022, we acquired 15 home health care centers from Evolution Health, LLC, a division of Envision Healthcare, doing business as Guardian Healthcare, Gem City, and Care Connection of Cincinnati ("Evolution"), for an estimated purchase price of $67.8 million. A portion of the purchase price ($51.1 million) was paid to the seller with cash on hand and proceeds from borrowings under our Revolving Credit Facility. The remainder ($16.7 million) was placed into an escrow account in accordance with the closing payment, indemnity and other provisions within the purchase agreement and recorded as restricted cash within our condensed consolidated balance sheet. Corresponding liabilities were also recorded to accrued expenses and other long-term obligations within our condensed consolidated balance sheet related to these contingent consideration arrangements. Of the total $16.7 million placed into escrow, $1.0 million was set aside for the closing payment adjustment. The closing payment calculated on the acquisition date included estimates for cash, working capital and various other items. Under the purchase agreement, the purchase price was subject to an adjustment for any differences between estimated amounts included in the closing payment and actual amounts at close. The closing payment adjustment, which was finalized during the three-month period ended September 30, 2022, decreased the purchase price by $1.3 million from $67.8 million to $66.5 million. The remaining $15.7 million placed into escrow relates to certain outstanding matters existing as of the acquisition date as well as potential losses the Company may incur for which the seller has an obligation to indemnify the Company. This amount will either be paid to third parties as outstanding matters are resolved or to the seller at certain intervals in the future. As of September 30, 2022, $5.7 million of the $16.7 million has been released from escrow. We expect $15 million of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years. Evolution contributed $10.1 million in net service revenue and an operating loss of $1.9 million during the three-month period ended September 30, 2022 and $21.4 million in net service revenue and an operating loss of $3.8 million during the nine-month period ended September 30, 2022. The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed. During the three-month period ended September 30, 2022, total assets acquired decreased by $0.4 million and total liabilities assumed (specifically, the deferred income tax liability) decreased by $0.5 million as a result of our review. These adjustments combined with the closing payment adjustment of $1.3 million described above resulted in a $1.4 million decrease in goodwill. Based on the Company's preliminary valuation, which may be revised as additional information becomes available during the measurement period, the total consideration of $66.5 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 $ 9.3 Prepaid expenses 0.2 Other current assets 0.1 Property and equipment 1.9 Operating lease right of use assets 3.2 Intangible assets (licenses) 1.3 Other assets 0.1 Total assets acquired $ 16.1 LIABILITIES AND EQUITY Accounts payable $ (0.8) Payroll and employee benefits (2.7) Accrued expenses (2.3) Operating lease liabilities (2.8) Deferred income tax liability — Current portion of long-term obligations (0.6) Total liabilities assumed (9.2) Net identifiable assets acquired $ 6.9 Goodwill 59.6 Total consideration $ 66.5 On April 1, 2022, we acquired two home health locations from AssistedCare Home Health, Inc. and RH Homecare Services, LLC, doing business as AssistedCare Home Health and AssistedCare of the Carolinas ("AssistedCare"), respectively, for a purchase price of $24.7 million. A portion of the purchase price ($22.2 million) was paid to the seller with cash on hand and proceeds from borrowings under our Revolving Credit Facility. The remainder ($2.5 million) was placed into an escrow account in accordance with the indemnity provisions within the purchase agreement and is reflected in restricted cash within our condensed consolidated balance sheet. A corresponding liability was also recorded to other long-term obligations within our condensed consolidated balance sheet related to this contingent consideration arrangement. The $2.5 million will either be paid to third parties or to the seller at certain intervals in the future. Based on the Company's preliminary valuation, we recorded goodwill of $24.0 million and other intangibles of $0.7 million in connection with the acquisition. Intangible assets acquired include licenses ($0.5 million), certificates of need ($0.2 million) and acquired names ($0.1 million). The acquired names will be amortized over a weighted average period of one year. We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years. AssistedCare contributed $1.9 million in net service revenue and an operating loss of less than $0.1 million during the three-month period ended September 30, 2022 and $4.5 million in net service revenue and operating income of $0.6 million during the nine-month period ended September 30, 2022. 2021 Acquisitions On August 1, 2021, we acquired Contessa, a leader in hospital-at-home and skilled nursing facility at-home services for an estimated purchase price of $240.7 million, net of cash acquired. The Contessa purchase price included estimates for cash, working capital and 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. The closing payment adjustment, which was finalized during the three-month period ended December 31, 2021, increased the purchase price by $0.6 million from $240.7 million to $241.3 million. The Company has finalized its valuation of the assets acquired, liabilities assumed and noncontrolling interests. During the three-month period ended September 30, 2022, the deferred income liability was adjusted downward by $2.8 million resulting in a $2.8 million decrease in goodwill. The total consideration of $241.3 million has been allocated to assets acquired, liabilities assumed and noncontrolling interests 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 54.3 Other assets 3.1 Total assets acquired $ 60.4 LIABILITIES AND EQUITY Accounts payable $ (0.1) Payroll and employee benefits (0.6) Accrued expenses (3.4) Operating lease liabilities (0.8) Deferred income tax liability (0.3) Current portion of long-term obligations (0.9) Other long-term obligations (0.2) Total liabilities assumed (6.3) Noncontrolling interests (43.9) Total equity assumed (43.9) Total liabilities and equity assumed $ (50.2) Net identifiable assets acquired $ 10.2 Goodwill 231.1 Total consideration $ 241.3 Intangible assets acquired include acquired names ($28.3 million), technology ($19.8 million) and non-compete agreements ($6.2 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 fair value of noncontrolling interest ($43.9 million) was determined using an income approach. We do not expect any of the goodwill recorded for this acquisition to be deductible for income tax purposes. Contessa contributed $5.5 million in net service revenue and an operating loss of $12.4 million (inclusive of technology intangibles amortization totaling $0.7 million) during the three-month period ended September 30, 2022 and $12.6 million in net service revenue and an operating loss of $29.8 million (inclusive of technology intangibles amortization totaling $2.2 million) during the nine-month period ended September 30, 2022. During the three and nine-month periods ended September 30, 2021, 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). For details regarding the Company's 2021 acquisitions, see Note 4 to the audited consolidated financial statements in our 2021 Annual Report on Form 10-K. |
LONG-TERM OBLIGATIONS
LONG-TERM OBLIGATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM OBLIGATIONS | 3.00 to 1.0 1.00% 2.00% 0.30% 1.75% II < 3.00 to 1.0 but > 2.00 to 1.0 0.75% 1.75% 0.25% 1.50% III < 2.00 to 1.0 but > 0.75 to 1.0 0.50% 1.50% 0.20% 1.25% IV < 0.75 to 1.0 0.25% 1.25% 0.15% 1.00% 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 4.2% and 3.2% for the three and nine-month periods ended September 30, 2022, respectively, and 2.9% and 1.9% for the three and nine-month periods ended September 30, 2021, respectively. Our weighted average interest rate for borrowings under our Amended Term Loan Facility was 3.8% and 2.6% for the three and nine-month periods ended September 30, 2022, respectively, and 1.6% and 1.5% for the three and nine-month periods ended September 30, 2021, respectively. As of September 30, 2022, our consolidated leverage ratio was 1.8, our consolidated interest coverage ratio was 13.3 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, 2022, our availability under our $550.0 million Revolving Credit Facility was $503.7 million as we have $18.5 million outstanding in borrowings and $27.8 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 ("Asana"), 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”). Pursuant to the Joinders, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement, CCH and its subsidiaries, the AseraCare entities, Contessa and its subsidiaries and Asana and its subsidiaries granted in favor of the Administrative Agent a first lien security interest in substantially all of their personal property assets and pledged to the Administrative Agent each of their respective subsidiaries' issued and outstanding equity interests. CCH and its subsidiaries, the AseraCare entities, Contessa and its subsidiaries and Asana and its subsidiaries also guaranteed our obligations, whether now existing or arising after the respective effective dates of the Joinders, under the Second Amended Credit Agreement pursuant to the terms of the Joinders and the Second Amended Credit Agreement." id="sjs-B4">LONG-TERM OBLIGATIONS Long-term debt consists of the following for the periods indicated (amounts in millions): September 30, 2022 December 31, 2021 $450.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (4.6% at September 30, 2022); due July 30, 2026 $ 438.7 $ 447.2 $550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (4.6% at September 30, 2022); due July 30, 2026 18.5 — Promissory notes 0.2 0.8 Finance leases 2.4 1.6 Principal amount of long-term obligations 459.8 449.6 Deferred debt issuance costs (3.8) (4.5) 456.0 445.1 Current portion of long-term obligations (12.6) (13.0) Total $ 443.4 $ 432.1 Second Amendment to the 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 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, 2022, 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 Base Rate Loans Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans Commitment Fee Letter of Credit Fee I > 3.00 to 1.0 1.00% 2.00% 0.30% 1.75% II < 3.00 to 1.0 but > 2.00 to 1.0 0.75% 1.75% 0.25% 1.50% III < 2.00 to 1.0 but > 0.75 to 1.0 0.50% 1.50% 0.20% 1.25% IV < 0.75 to 1.0 0.25% 1.25% 0.15% 1.00% 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 4.2% and 3.2% for the three and nine-month periods ended September 30, 2022, respectively, and 2.9% and 1.9% for the three and nine-month periods ended September 30, 2021, respectively. Our weighted average interest rate for borrowings under our Amended Term Loan Facility was 3.8% and 2.6% for the three and nine-month periods ended September 30, 2022, respectively, and 1.6% and 1.5% for the three and nine-month periods ended September 30, 2021, respectively. As of September 30, 2022, our consolidated leverage ratio was 1.8, our consolidated interest coverage ratio was 13.3 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, 2022, our availability under our $550.0 million Revolving Credit Facility was $503.7 million as we have $18.5 million outstanding in borrowings and $27.8 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 ("Asana"), 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”). Pursuant to the Joinders, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement, CCH and its subsidiaries, the AseraCare entities, Contessa and its subsidiaries and Asana and its subsidiaries granted in favor of the Administrative Agent a first lien security interest in substantially all of their personal property assets and pledged to the Administrative Agent each of their respective subsidiaries' issued and outstanding equity interests. CCH and its subsidiaries, the AseraCare entities, Contessa and its subsidiaries and Asana and its subsidiaries also guaranteed our obligations, whether now existing or arising after the respective effective dates of the Joinders, under the Second Amended Credit Agreement pursuant to the terms of the Joinders and the Second Amended Credit Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
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"). At the time, we had $6.5 million recorded to accrued expenses in our condensed consolidated balance sheets related to these matters. We reversed this accrual during the three-month period ended June 30, 2021. 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 the 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, 2022, 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 covered 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 were based on a statistical extrapolation performed by SafeGuard which alleged an extrapolated 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 extrapolated 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 covered claims between January 2, 2014 and September 13, 2016. The Clearwater Request for Repayment covered 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 was reduced to $26.0 million and the alleged overpayment for the Clearwater Care Center was reduced to $3.3 million. The Company filed Level III Administrative Appeals, and the ALJ hearings regarding the Lakeland Request for Repayment and the Clearwater Request for Repayment were held in April 2022. The Company received the results of the ALJ hearing for the Clearwater Care Center and the Lakeland Care Centers on June 23, 2022 and June 30, 2022, respectively. The ALJ decisions for both the Clearwater Care Center and the Lakeland Care Centers were partially favorable for the claims that were reviewed, but the extrapolations were upheld. As a result, we increased our total accrual related to these matters from $17.4 million to $25.8 million during the three-month period ended June 30, 2022. The net of these two amounts, $8.4 million, was recorded as a reduction to net service revenue in our condensed consolidated statement of operations during the three-month period ended June 30, 2022. We received demands for repayment from Palmetto for both the Clearwater Care Center and the Lakeland Care Centers during the three-month period ended September 30, 2022. The demands were slightly less than our estimated accrual of $25.8 million. During the three-month period ended September 30, 2022, we adjusted our accrual to $25.2 million to reflect the final amounts owed, excluding interest. The repayment for the Lakeland Care Centers totaling $34.3 million ($22.8 million extrapolated repayment plus $11.5 million accrued interest) was made during the three-month period ended September 30, 2022. The repayment for the Clearwater Care Center totaling $3.7 million ($2.4 million extrapolated repayment plus $1.2 million accrued interest) was made on October 3, 2022. Additionally, we wrote off $1.5 million of receivables that were impacted by these matters. We expect to be indemnified by the prior owners, upon exhaustion of the parties' appeal rights, for approximately $10.9 million and have recorded this amount within other assets in our condensed consolidated balance sheets. 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 $2.0 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, 2022 | |
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 an illness, injury or surgery. Our hospice segment provides care that is designed to provide comfort and support for those who are facing a terminal illness. 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 on August 1, 2021, delivers the essential elements of inpatient hospital and 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, 2022 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 337.2 $ 198.7 $ 16.6 $ 5.5 $ — $ 558.0 Cost of service, excluding depreciation and amortization 195.3 109.4 12.2 5.3 — 322.2 General and administrative expenses 88.3 49.1 2.4 8.8 39.8 188.4 Depreciation and amortization 0.9 0.5 — 0.8 3.3 5.5 Investment impairment — — — 3.0 — 3.0 Operating expenses 284.5 159.0 14.6 17.9 43.1 519.1 Operating income (loss) $ 52.7 $ 39.7 $ 2.0 $ (12.4) $ (43.1) $ 38.9 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 Nine-Month Period Ended September 30, 2022 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 1,012.8 $ 590.2 $ 45.5 $ 12.6 $ — $ 1,661.1 Cost of service, excluding depreciation and amortization 573.3 323.2 34.5 12.3 — 943.3 General and administrative expenses 259.3 152.1 6.8 24.7 117.7 560.6 Depreciation and amortization 3.3 1.7 0.1 2.4 12.2 19.7 Investment impairment — — — 3.0 — 3.0 Operating expenses 835.9 477.0 41.4 42.4 129.9 1,526.6 Operating income (loss) $ 176.9 $ 113.2 $ 4.1 $ (29.8) $ (129.9) $ 134.5 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 |
SHARE REPURCHASE SHARE REPURCHA
SHARE REPURCHASE SHARE REPURCHASE | 9 Months Ended |
Sep. 30, 2022 | |
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 could repurchase up to $100 million of our outstanding common stock through December 31, 2021 (the "2021 Share Repurchase Program"). Under the terms of the 2021 Share Repurchase Program, we were 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 were 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 were classified as treasury shares. The 2021 Share Repurchase Program expired on December 31, 2021. 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. This program commenced upon the completion of the Company's 2021 Share Repurchase Program (the "New Share Repurchase Program"). Under the terms of the New 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 150,000 shares of our common stock at a weighted average price of $115.64 per share and a total cost of approximately $17 million during the nine-month period ended September 30, 2022. There were no shares repurchased during the three-month period ended September 30, 2022. The repurchased shares are classified as treasury shares. |
RELATED PARTY TRANSACTIONS RELA
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
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 totaling $2.4 million and $7.1 million during the three and nine-month periods ended September 30, 2022, respectively, and $1.4 million and $4.1 million during the three and nine-month periods ended September 30, 2021, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. |
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 in our accompanying unaudited condensed consolidated financial statements and business combinations accounted for as purchases have been included in our condensed consolidated financial statements 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 $41.5 million and $48.1 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected in other assets within our condensed consolidated balance sheets. We account for investments in entities in which we have less than 20% ownership interest under the cost method of accounting if we do not have the ability to exercise significant influence over the investee. During the three-month period ended March 31, 2022, we made a $15.0 million investment in an entity accounted for under the cost method. The book value of investments that we account for under the cost method of accounting was $20.0 million and $5.0 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected in other assets within our condensed consolidated balance sheets. During the three-month period ended September 30, 2022, we sold a 30% interest in two of our home health care centers while maintaining a controlling interest in the newly formed joint venture. We are consolidating this joint venture. The total cash consideration received for the 30% noncontrolling interest was $3.9 million. In connection with the transaction, we recorded an after-tax gain of $2.9 million; this gain was recorded in additional paid-in capital within our condensed consolidated balance sheet. During 2021, a third-party acquired a majority of the issued and outstanding membership interests of one of our equity method investments, Medalogix, for cash, with the remaining membership interests rolling over into a newly formed entity that includes Medalogix as well as another healthcare predictive data and analytics company. We rolled over 100% of our ownership interest in Medalogix to the newly formed entity, and in connection with this transaction, we recognized a $31.1 million gain based on the purchase price of Medalogix during the three-month period ended June 30, 2021, which is reflected in gain on equity method investments within our condensed consolidated statements of operations. Our high acuity care segment includes 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, 2022, we are consolidating all of our admitting 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. Additionally, from time to time, we may be required to provide joint venture funding. Our high acuity care segment also includes one non-admitting joint venture with a health system partner that is accounted for under the equity method of accounting. We are in the process of winding down the operations of this joint venture. 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 sheets are as follows (amounts in millions): As of September 30, 2022 As of December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 13.0 $ 3.1 Patient accounts receivable 5.4 2.4 Other current assets 0.9 0.1 Total current assets 19.3 5.6 Property and equipment 0.2 0.1 Operating lease right of use assets 0.1 — Goodwill 8.5 — Intangible assets 0.4 — Other assets 0.1 — Total assets $ 28.6 $ 5.7 LIABILITIES Current liabilities: Accounts payable $ 0.3 $ — Payroll and employee benefits 0.6 0.3 Accrued expenses 5.1 3.4 Current portion of long-term obligations 0.2 0.8 Total current liabilities 6.2 4.5 Other long-term obligations — — Total liabilities $ 6.2 $ 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. Our 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. Our performance obligations relate to contracts with a duration of less than one year; therefore, we have elected to apply the optional exemption provided by ASC 606 and are 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. We assess our ability to collect for the healthcare services provided at the time of patient admission based on our verification of the patient's insurance coverage under Medicare, Medicaid and other commercial or managed care insurance programs. Medicare represented approximately 74% of our consolidated net service revenue for the three and nine-month periods ended September 30, 2022 and approximately 75% of our consolidated net service revenue for the three and nine-month periods ended September 30, 2021. 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 2022 2021 2022 2021 Home Health: Medicare 40 % 41 % 40 % 41 % Non-Medicare - Episodic-based 7 % 8 % 8 % 8 % Non-Medicare - Non-episodic based 13 % 12 % 13 % 12 % Hospice: Medicare 34 % 34 % 33 % 34 % Non-Medicare 2 % 2 % 2 % 2 % Personal Care 3 % 3 % 3 % 3 % High Acuity Care (1) 1 % — % 1 % — % 100 % 100 % 100 % 100 % (1) Acquired Contessa Health on August 1, 2021. 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"). 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. 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, we account 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. Each 60-day episode includes two 30-day periods of care. 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 period of care. 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; (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. 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. 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. For our per visit contracts, 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. For our case rate contracts, gross revenue is recorded over our historical average length of stay using the established case rate for each admission. 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. Under our case rate contracts, we may receive reimbursement before all services are rendered. Any cash received that exceeds the associated revenue earned is recorded to deferred revenue in accrued expenses within our condensed consolidated balance sheets. 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, 2022 and 2021. 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. 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. 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. Prior to the 2016 final rule, the cap year began on November 1st and ended on October 31st. Effective with the 2016 final rule, the cap year was changed to align with the federal fiscal year which begins on October 1st and ends on September 30th. As of September 30, 2022, we have recorded $4.1 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2022. As of December 31, 2021, we had recorded $4.5 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2022. 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 clinically-eligible patients who are enrolled members in those insurance plans, (2) health system partners for the coordination and provision of home recovery care services to clinically-eligible patients who are discharged early from a health system facility to complete their inpatient stay at home and (3) Medicare and other payors for the provision of home health services. Under our health insurance plan contracts, we provide home recovery care services, which include hospital-equivalent ("H H") and skilled nursing facility ("SNF") equivalent services ("SNF H"), for high acuity care patients on a full risk basis whereby we assume the financial risk for the coordination and payment of all hospital or SNF replacement medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting for a 30-day (H H) or 60-day (SNF H) episode of care in exchange for a fixed contracted bundled rate. For H H programs, the fixed rate is based on the assigned diagnosis related group ("DRG") and the 30-day post-discharge related spend. For SNF H programs, the fixed rate is based on the 60-day post-discharge related spend. 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 seven Under our contracts with health system partners, we provide home recovery care services for high acuity patients on a limited risk basis whereby we assume the risk for certain healthcare services during the remainder of an inpatient acute stay serviced at the patient’s home in exchange for a contracted per diem rate. 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. In March 2022, our high acuity care segment entered into a transaction in which one of our health system partners contributed its home health operations to one of our existing high acuity care joint ventures. We recognize Medicare and non-Medicare revenue in a manner that is consistent with our home health segment revenue recognition policy described above. |
Government Grants | Government Grants We account for government grants in accordance with Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832), by applying the grant model 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"). |
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. Restricted cash includes cash that is not available for ordinary business use. As of September 30, 2022 and December 31, 2021, we had $13.5 million and $3.1 million, respectively, classified as restricted cash related to funds placed into escrow accounts in connection with the indemnity, closing payment and other provisions within the purchase agreements of our acquisitions. The increase in restricted cash from December 31, 2021 to September 30, 2022 is related to our acquisitions of Evolution Health, LLC ("Evolution") and AssistedCare Home Health, Inc. and RH Homecare Services, LLC ("AssistedCare") on April 1, 2022. See Note 4 – Acquisitions for additional information. The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions): As of September 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 18.0 $ 42.7 Restricted cash 13.5 3.1 Cash, cash equivalents and restricted cash $ 31.5 $ 45.8 |
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. Our 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, 2022, there is no single payor, other than Medicare, that accounts for more than 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 represented 65% and 68% of our patient accounts receivable at September 30, 2022 and December 31, 2021, 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 (within both our home health and high acuity care segments), 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 following the end of each 30-day period of care or upon discharge, if earlier, for the services provided to the patient. 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, liabilities assumed and noncontrolling interests, 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 and noncontrolling interests, we use various valuation techniques including 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, 2022 Quoted Prices in Active Significant Other Significant Long-term obligations $ 457.4 $ — $ 473.4 $ — 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, 2022 | |
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 sheets are as follows (amounts in millions): As of September 30, 2022 As of December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 13.0 $ 3.1 Patient accounts receivable 5.4 2.4 Other current assets 0.9 0.1 Total current assets 19.3 5.6 Property and equipment 0.2 0.1 Operating lease right of use assets 0.1 — Goodwill 8.5 — Intangible assets 0.4 — Other assets 0.1 — Total assets $ 28.6 $ 5.7 LIABILITIES Current liabilities: Accounts payable $ 0.3 $ — Payroll and employee benefits 0.6 0.3 Accrued expenses 5.1 3.4 Current portion of long-term obligations 0.2 0.8 Total current liabilities 6.2 4.5 Other long-term obligations — — Total liabilities $ 6.2 $ 4.5 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 2022 2021 Home Health: Medicare 40 % 41 % 40 % 41 % Non-Medicare - Episodic-based 7 % 8 % 8 % 8 % Non-Medicare - Non-episodic based 13 % 12 % 13 % 12 % Hospice: Medicare 34 % 34 % 33 % 34 % Non-Medicare 2 % 2 % 2 % 2 % Personal Care 3 % 3 % 3 % 3 % High Acuity Care (1) 1 % — % 1 % — % 100 % 100 % 100 % 100 % (1) Acquired Contessa Health on August 1, 2021. |
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, 2022 As of December 31, 2021 Cash and cash equivalents $ 18.0 $ 42.7 Restricted cash 13.5 3.1 Cash, cash equivalents and restricted cash $ 31.5 $ 45.8 |
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, 2022 Quoted Prices in Active Significant Other Significant Long-term obligations $ 457.4 $ — $ 473.4 $ — |
Schedule of Weighted-Average Shares Outstanding | The following table sets forth, for the periods indicated, shares used in our computation of 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- 2022 2021 2022 2021 Weighted average number of shares outstanding - basic 32,482 32,607 32,519 32,658 Effect of dilutive securities: Stock options 38 113 50 135 Non-vested stock and stock units 96 179 111 228 Weighted average number of shares outstanding - diluted 32,616 32,899 32,680 33,021 Anti-dilutive securities 202 141 276 82 |
NOVEL CORONAVIRUS PANDEMIC "C_2
NOVEL CORONAVIRUS PANDEMIC "COVID-19" (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 were accounted for as follows (amounts in millions): Amount Funds utilized through June 30, 2021 by consolidated entities $ 46.6 Funds repaid to the government by consolidated entities (excludes $0.2 million of interest repaid) 58.3 Funds utilized through June 30, 2021 by unconsolidated joint ventures 1.3 Funds repaid to the government by unconsolidated joint ventures 0.6 $ 106.8 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, Evolution | Based on the Company's preliminary valuation, which may be revised as additional information becomes available during the measurement period, the total consideration of $66.5 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 $ 9.3 Prepaid expenses 0.2 Other current assets 0.1 Property and equipment 1.9 Operating lease right of use assets 3.2 Intangible assets (licenses) 1.3 Other assets 0.1 Total assets acquired $ 16.1 LIABILITIES AND EQUITY Accounts payable $ (0.8) Payroll and employee benefits (2.7) Accrued expenses (2.3) Operating lease liabilities (2.8) Deferred income tax liability — Current portion of long-term obligations (0.6) Total liabilities assumed (9.2) Net identifiable assets acquired $ 6.9 Goodwill 59.6 Total consideration $ 66.5 |
Schedule of Business Acquisitions, Contessa | The total consideration of $241.3 million has been allocated to assets acquired, liabilities assumed and noncontrolling interests 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 54.3 Other assets 3.1 Total assets acquired $ 60.4 LIABILITIES AND EQUITY Accounts payable $ (0.1) Payroll and employee benefits (0.6) Accrued expenses (3.4) Operating lease liabilities (0.8) Deferred income tax liability (0.3) Current portion of long-term obligations (0.9) Other long-term obligations (0.2) Total liabilities assumed (6.3) Noncontrolling interests (43.9) Total equity assumed (43.9) Total liabilities and equity assumed $ (50.2) Net identifiable assets acquired $ 10.2 Goodwill 231.1 Total consideration $ 241.3 |
LONG-TERM OBLIGATIONS LONG-TERM
LONG-TERM OBLIGATIONS LONG-TERM OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following for the periods indicated (amounts in millions): September 30, 2022 December 31, 2021 $450.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (4.6% at September 30, 2022); due July 30, 2026 $ 438.7 $ 447.2 $550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (4.6% at September 30, 2022); due July 30, 2026 18.5 — Promissory notes 0.2 0.8 Finance leases 2.4 1.6 Principal amount of long-term obligations 459.8 449.6 Deferred debt issuance costs (3.8) (4.5) 456.0 445.1 Current portion of long-term obligations (12.6) (13.0) Total $ 443.4 $ 432.1 |
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 Base Rate Loans Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans Commitment Fee Letter of Credit Fee I > 3.00 to 1.0 1.00% 2.00% 0.30% 1.75% II < 3.00 to 1.0 but > 2.00 to 1.0 0.75% 1.75% 0.25% 1.50% III < 2.00 to 1.0 but > 0.75 to 1.0 0.50% 1.50% 0.20% 1.25% IV < 0.75 to 1.0 0.25% 1.25% 0.15% 1.00% |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Operating Income of Reportable Segments | 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, 2022 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 337.2 $ 198.7 $ 16.6 $ 5.5 $ — $ 558.0 Cost of service, excluding depreciation and amortization 195.3 109.4 12.2 5.3 — 322.2 General and administrative expenses 88.3 49.1 2.4 8.8 39.8 188.4 Depreciation and amortization 0.9 0.5 — 0.8 3.3 5.5 Investment impairment — — — 3.0 — 3.0 Operating expenses 284.5 159.0 14.6 17.9 43.1 519.1 Operating income (loss) $ 52.7 $ 39.7 $ 2.0 $ (12.4) $ (43.1) $ 38.9 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 Nine-Month Period Ended September 30, 2022 Home Hospice Personal High Acuity Care Other Total Net service revenue $ 1,012.8 $ 590.2 $ 45.5 $ 12.6 $ — $ 1,661.1 Cost of service, excluding depreciation and amortization 573.3 323.2 34.5 12.3 — 943.3 General and administrative expenses 259.3 152.1 6.8 24.7 117.7 560.6 Depreciation and amortization 3.3 1.7 0.1 2.4 12.2 19.7 Investment impairment — — — 3.0 — 3.0 Operating expenses 835.9 477.0 41.4 42.4 129.9 1,526.6 Operating income (loss) $ 176.9 $ 113.2 $ 4.1 $ (29.8) $ (129.9) $ 134.5 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 |
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, 2022 USD ($) care_center numberOfJointVentures state | Mar. 31, 2022 USD ($) | Sep. 30, 2021 | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) care_center numberOfJointVentures state | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of states with facilities | state | 36 | 36 | |||||
Minimum ownership percentage for controlling interest (percent) | 50% | 50% | |||||
Maximum ownership percentage for equity method investment (percent) | 50% | 50% | |||||
Equity method investment, aggregate cost | $ 41,500 | $ 41,500 | $ 48,100 | ||||
Maximum ownership percentage for cost method investment (percent) | 20% | 20% | |||||
Purchase of cost method investment | $ 15,000 | $ 15,000 | $ 0 | ||||
Investment Owned, at Cost | $ 20,000 | 20,000 | 5,000 | ||||
Cash and cash equivalents | 17,956 | 17,956 | 42,694 | ||||
Patient accounts receivable | 302,470 | 302,470 | 274,961 | ||||
Other current assets | 37,839 | 37,839 | 25,598 | ||||
Total current assets | 388,780 | 388,780 | 356,684 | ||||
Property and equipment | 17,248 | 17,248 | 18,435 | ||||
Operating lease right of use assets | 105,843 | 105,843 | 101,257 | ||||
Goodwill | 1,285,455 | 1,285,455 | 1,196,090 | ||||
Intangible assets | 103,678 | 103,678 | 111,190 | ||||
Other assets | 81,123 | 81,123 | 73,023 | ||||
Total assets | 1,982,127 | 1,982,127 | 1,856,968 | ||||
Accounts payable | 45,527 | 45,527 | 38,217 | ||||
Payroll and employee benefits | 145,073 | 145,073 | 141,001 | ||||
Accrued expenses | 130,100 | 130,100 | 150,836 | ||||
Current portion of long-term obligations | 12,628 | 12,628 | 12,995 | ||||
Total current liabilities | 367,200 | 367,200 | 374,282 | ||||
Other long-term obligations | 13,873 | 13,873 | 4,979 | ||||
Total liabilities | 912,517 | 912,517 | 880,645 | ||||
Gain on equity method investments | 0 | 31,092 | |||||
Proceeds from sale of noncontrolling interest | 3,941 | $ 0 | |||||
Gain Related to Sale of Noncontrolling Interest, Net of Tax | 2,900 | ||||||
Medalogix [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Gain on equity method investments | $ 31,100 | ||||||
30% Interest Sold in Two Care Centers | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Proceeds from sale of noncontrolling interest | 3,900 | ||||||
Variable Interest Entity, Primary Beneficiary | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Cash and cash equivalents | 13,000 | 13,000 | 3,100 | ||||
Patient accounts receivable | 5,400 | 5,400 | 2,400 | ||||
Other current assets | 900 | 900 | 100 | ||||
Total current assets | 19,300 | 19,300 | 5,600 | ||||
Property and equipment | 200 | 200 | 100 | ||||
Operating lease right of use assets | 100 | 100 | 0 | ||||
Goodwill | 8,500 | 8,500 | 0 | ||||
Intangible assets | 400 | 400 | 0 | ||||
Other assets | 100 | 100 | 0 | ||||
Total assets | 28,600 | 28,600 | 5,700 | ||||
Accounts payable | 300 | 300 | 0 | ||||
Payroll and employee benefits | 600 | 600 | 300 | ||||
Accrued expenses | 5,100 | 5,100 | 3,400 | ||||
Current portion of long-term obligations | 200 | 200 | 800 | ||||
Total current liabilities | 6,200 | 6,200 | 4,500 | ||||
Other long-term obligations | 0 | 0 | 0 | ||||
Total liabilities | $ 6,200 | $ 6,200 | $ 4,500 | ||||
Home Health [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of owned and operated care centers | care_center | 353 | 353 | |||||
Home Health [Member] | Evolution Health | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Goodwill | $ 59,600 | $ 59,600 | |||||
Hospice [Member] | |||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Number of owned and operated care centers | care_center | 172 | 172 | |||||
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 | 74% | 75% | 74% | 75% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 | Sep. 30, 2022 USD ($) visit | Sep. 30, 2021 | Dec. 31, 2021 USD ($) | |
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% | ||||
Historical collection rate from Medicare | 99% | ||||
Hospice Medicare revenue rate accounted for routine care | 97% | 97% | 97% | 97% | |
Net service revenue episode payment rate | 60 days | ||||
Home Health [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Historical collection rate from Medicare | 99% | ||||
Home Health [Member] | Minimum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Low utilization payment adjustment, maximum number of visits | 2 | ||||
Non-Medicare revenue term rates | 95% | ||||
Home Health [Member] | Maximum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Low utilization payment adjustment, maximum number of visits | 6 | ||||
Non-Medicare revenue term rates | 100% | ||||
Hospice [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Historical collection rate from Medicare | 99% | ||||
High Acuity Care | Minimum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Net service revenue episode payment rate | 30 days | ||||
Acute Phase for High Acuity Care Services | 5 days | ||||
High Acuity Care | Maximum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Net service revenue episode payment rate | 60 days | ||||
Acute Phase for High Acuity Care Services | 7 days | ||||
Cap Year 2016 Through 2022 | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Estimated amounts due back to Medicare | $ | $ 4.1 | $ 4.1 | $ 4.5 | ||
Product Concentration Risk | Revenue from Contract with Customer [Member] | Medicare Revenue [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Percent of net services revenue | 74% | 75% | 74% | 75% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue by Payor Class (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 100% | 100% | 100% | 100% |
Home Health Medicare [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 40% | 41% | 40% | 41% |
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 | 7% | 8% | 8% | 8% |
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 | 13% | 12% | 13% | 12% |
Hospice Medicare [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 34% | 34% | 33% | 34% |
Hospice Non-Medicare [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 2% | 2% | 2% | 2% |
Personal Care [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 3% | 3% | 3% | 3% |
High Acuity Care | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue by payor class as a percentage of total net service revenue | 1% | 0% | 1% | 0% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 17,956 | $ 42,694 | ||
Restricted cash | 13,504 | 3,075 | ||
Cash, Cash Equivalents and Restricted Cash | 31,460 | 45,769 | $ 128,208 | $ 83,357 |
Various acquisitions | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 13,500 | $ 3,100 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Patient Accounts Receivable Narrative (Details) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Accounts receivable derived from Medicare | 65% | 68% |
Net service revenue period of care payment rate (days) | 30 days | |
Percentage of patient receivables outstanding | 10% | |
Historical collection rate from Medicare | 99% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) | Sep. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt Instrument Carrying Amount Excluding Finance Leases | $ 457,400,000 |
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 | 473,400,000 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Weighted average number of shares outstanding - basic (shares) | 32,482 | 32,607 | 32,519 | 32,658 |
Effect of dilutive securities: | ||||
Stock options (shares) | 38 | 113 | 50 | 135 |
Non-vested stock and stock units (shares) | 96 | 179 | 111 | 228 |
Weighted average number of shares outstanding - diluted (shares) | 32,616 | 32,899 | 32,680 | 33,021 |
Anti-dilutive securities (shares) | 202 | 141 | 276 | 82 |
NOVEL CORONAVIRUS PANDEMIC "C_3
NOVEL CORONAVIRUS PANDEMIC "COVID-19" (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | ||||
Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | 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 | ||||||||
CARES Act Provider Relief Funds Utilized | $ 46,600 | ||||||||
CARES Act Provider Relief Fund Amounts Repaid | $ 58,300 | ||||||||
CARES Act Provider Relief Funds Utilized By Unconsolidated Joint Ventures | $ 1,300 | ||||||||
CARES Act Provider Relief Fund Amounts Repaid By Unconsolidated Joint Ventures | 600 | ||||||||
Total CARES Act Provider Relief Funds Received | $ 106,800 | ||||||||
CARES Act Interest Repaid to Government | $ 200 | ||||||||
Payroll and employee benefits | $ 145,073 | 141,001 | |||||||
Extension of Temporary Suspension of Sequestration, Revenue Impact | $ 9,000 | 13,000 | $ 27,000 | ||||||
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 | $ 27,000 | ||||||||
Payment Of Deferred Social Security Tax Under CARES Act | $ 27,000 | ||||||||
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 | 3 Months Ended | 9 Months Ended | ||||||
Apr. 01, 2022 USD ($) care_center | Aug. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 23, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,285,455 | $ 1,196,090 | $ 1,285,455 | |||||
Net service revenue | 557,988 | $ 553,485 | 1,661,135 | $ 1,654,795 | ||||
Operating Income (Loss) | 38,931 | 56,772 | 134,534 | 203,756 | ||||
Restricted cash | 13,504 | 3,075 | 13,504 | |||||
Accrued contingent consideration | 19,195 | 0 | ||||||
Hospice [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net service revenue | 198,700 | 197,500 | 590,200 | 586,900 | ||||
Operating Income (Loss) | 39,700 | 39,700 | 113,200 | 132,100 | ||||
Home Health [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net service revenue | 337,200 | 338,600 | 1,012,800 | 1,016,500 | ||||
Operating Income (Loss) | 52,700 | 65,000 | 176,900 | 213,200 | ||||
High Acuity Care | ||||||||
Business Acquisition [Line Items] | ||||||||
Net service revenue | 5,500 | 1,500 | 12,600 | 1,500 | ||||
Operating Income (Loss) | (12,400) | (3,800) | (29,800) | (3,800) | ||||
2022 New Joint Venture | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Acquired Noncontrolling Interest | $ 8,900 | |||||||
Goodwill | 8,500 | |||||||
2022 New Joint Venture | Certificate of Need and Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition, other intangibles recorded | $ 400 | |||||||
Evolution Health | Home Health [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price for acquisition | $ 67,800 | |||||||
Payments to acquire business | $ 51,100 | |||||||
Acquisition, number of care centers acquired | care_center | 15 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 9,300 | 9,300 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense | 200 | 200 | ||||||
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 | 1,900 | 1,900 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating lease right of use assets | 3,200 | 3,200 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 100 | 100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 16,100 | 16,100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (800) | (800) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Payroll and Employee Benefits | (2,700) | (2,700) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Expenses | (2,300) | (2,300) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liabilities | (2,800) | (2,800) | ||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | 0 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | (600) | (600) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (9,200) | (9,200) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 6,900 | 6,900 | ||||||
Goodwill | 59,600 | 59,600 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 66,500 | 66,500 | ||||||
Net service revenue | 10,100 | 21,400 | ||||||
Operating Income (Loss) | (1,900) | (3,800) | ||||||
Goodwill, Other Increase (Decrease) | (1,400) | |||||||
Business Acquisition Closing Payment Adjustment | 1,300 | |||||||
GoodwillDeductibleForIncomeTaxPurposesPeriod | 15 years | |||||||
Restricted cash | $ 16,700 | |||||||
Accrued contingent consideration | 15,700 | |||||||
Amount Released From Escrow | 5,700 | 5,700 | ||||||
Increase (Decrease) in Assets Acquired | (400) | |||||||
Increase (Decrease) in Liabilities Assumed | (500) | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 15,000 | |||||||
Evolution Health | Home Health [Member] | Potential Closing Payment Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Accrued contingent consideration | 1,000 | |||||||
Evolution Health | Home Health [Member] | Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition, other intangibles recorded | 1,300 | 1,300 | ||||||
AssistedCare Home Health | Home Health [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price for acquisition | 24,700 | |||||||
Payments to acquire business | $ 22,200 | |||||||
Acquisition, number of care centers acquired | care_center | 2 | |||||||
Acquisition, other intangibles recorded | $ 700 | |||||||
Goodwill | $ 24,000 | |||||||
Net service revenue | 1,900 | 4,500 | ||||||
Operating Income (Loss) | (100) | 600 | ||||||
GoodwillDeductibleForIncomeTaxPurposesPeriod | 15 years | |||||||
Restricted cash | $ 2,500 | |||||||
Accrued contingent consideration | 2,500 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 24,000 | |||||||
AssistedCare Home Health | Home Health [Member] | Acquired Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted-average amortization period | 1 year | |||||||
Acquisition, other intangibles recorded | $ 100 | |||||||
AssistedCare Home Health | Home Health [Member] | Certificates Of Need | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition, other intangibles recorded | 200 | |||||||
AssistedCare Home Health | Home Health [Member] | Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition, other intangibles recorded | $ 500 | |||||||
Contessa Health | High Acuity Care | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price for acquisition | $ 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 | 54,300 | 54,300 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 3,100 | 3,100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 60,400 | 60,400 | ||||||
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 | (300) | (300) | ||||||
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 | (6,300) | (6,300) | ||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | (43,900) | (43,900) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equity | (43,900) | (43,900) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities and Equity | (50,200) | (50,200) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 10,200 | 10,200 | ||||||
Goodwill | 231,100 | 231,100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 241,300 | 241,300 | ||||||
Net service revenue | 5,500 | 1,500 | 12,600 | 1,500 | ||||
Operating Income (Loss) | (12,400) | (3,800) | (29,800) | (3,800) | ||||
Goodwill, Other Increase (Decrease) | (2,800) | |||||||
Business Acquisition Closing Payment Adjustment | $ 600 | |||||||
Increase (Decrease) in Liabilities Assumed | (2,800) | |||||||
Contessa Health | High Acuity Care | Noncompete Agreements [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted-average amortization period | 2 years | |||||||
Acquisition, other intangibles recorded | $ 6,200 | |||||||
Contessa Health | High Acuity Care | Acquired Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition, other intangibles recorded | $ 28,300 | |||||||
Contessa Health | High Acuity Care | Technology-Based Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted-average amortization period | 7 years | |||||||
Acquisition, other intangibles recorded | $ 19,800 | |||||||
Depreciation and amortization | $ 700 | $ 500 | $ 2,200 | $ 500 |
LONG-TERM OBLIGATIONS - Schedul
LONG-TERM OBLIGATIONS - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal amount | $ 459.8 | $ 449.6 |
Deferred debt issuance costs | (3.8) | (4.5) |
Long-term obligations, including current portion | 456 | 445.1 |
Current portion of long-term obligations | (12.6) | (13) |
Long-term obligations, less current portion | 443.4 | 432.1 |
Term Loan [Member] | Four Hundred Fifty Million Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Principal amount | 438.7 | 447.2 |
Revolving Credit Facility [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 18.5 | 0 |
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 0.2 | 0.8 |
Finance leases [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 2.4 | $ 1.6 |
LONG-TERM OBLIGATIONS - Sched_2
LONG-TERM OBLIGATIONS - Schedule of Long-Term Debt Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
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 | 4.60% |
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 |
Revolving Credit Facility [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Interest Rate at Period End | 4.60% |
LONG-TERM OBLIGATIONS - Fees an
LONG-TERM OBLIGATIONS - Fees and Rates Under Credit Facilities (Details) | 9 Months Ended |
Sep. 30, 2022 | |
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% |
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% |
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% |
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 | 3 Months Ended | 9 Months Ended | 26 Months Ended | 34 Months Ended | 60 Months Ended | ||||
Jul. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Jul. 30, 2026 | Jul. 30, 2026 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||
Consolidated leverage ratio | 1.8 | 1.8 | |||||||
Consolidated interest coverage ratio | 13.3 | 13.3 | |||||||
Principal amount | $ 459,800 | $ 459,800 | $ 449,600 | ||||||
Payments of Debt Issuance Costs | 0 | $ 2,792 | |||||||
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) | 3.80% | 1.60% | 2.60% | 1.50% | |||||
Maturity Date | Jul. 30, 2026 | ||||||||
Principal amount | $ 438,700 | $ 438,700 | 447,200 | ||||||
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) | 4.20% | 2.90% | 3.20% | 1.90% | |||||
Maturity Date | Jul. 30, 2026 | ||||||||
Remaining availability under revolving credit facility | $ 503,700 | $ 503,700 | |||||||
Principal amount | 18,500 | 18,500 | $ 0 | ||||||
Line of Credit [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding letters of credit | $ 27,800 | $ 27,800 | |||||||
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% | ||||||||
Percentage of consolidated revenue and adjusted EBITDA that guarantor wholly-owned subsidiaries represent | 95% | ||||||||
Percentage of adjusted EBITDA that guarantor subsidiaries represent | 70% | ||||||||
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 | 4.60% | 4.60% | |||||||
Eurodollar [Member] | Revolving Credit Facility [Member] | Five Hundred Fifty Million Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument Interest Rate at Period End | 4.60% | 4.60% | |||||||
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 | 1 Months Ended | 3 Months Ended | 9 Months Ended | 27 Months Ended | ||||||||||||
Oct. 03, 2022 USD ($) | Jun. 27, 2016 patient | Jan. 18, 2016 USD ($) claim | Nov. 03, 2015 patient | May 21, 2015 patient | Jun. 06, 2011 beneficiary | Aug. 31, 2017 USD ($) claim | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2010 beneficiary | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jan. 10, 2019 USD ($) | |
Loss Contingencies [Line Items] | ||||||||||||||||
Patient accounts receivable | $ 302,470 | $ 302,470 | $ 274,961 | |||||||||||||
Health insurance retention limit | 1,300 | |||||||||||||||
Workers compensation insurance retention limit | 2,000 | |||||||||||||||
Professional liability insurance retention limit | 300 | |||||||||||||||
South Carolina | Hospice [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of beneficiaries | beneficiary | 30 | |||||||||||||||
Indemnity receivable | 2,800 | 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 | 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 | 25,200 | $ 25,800 | 25,200 | $ 17,400 | ||||||||||||
Indemnity receivable | 10,900 | 10,900 | ||||||||||||||
Reduction to Net Service Revenue | $ 8,400 | |||||||||||||||
Accounts Receivable, Allowance for Credit Loss, Writeoff | 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 | 26,000 | |||||||||||||
Number of claims submitted by subsidiary | claim | 72 | |||||||||||||||
Actual claims payment | $ 200 | |||||||||||||||
Error rate (percent) | 100% | |||||||||||||||
Litigation Settlement Interest | 11,500 | |||||||||||||||
Total Legal Settlement Payment | 34,300 | |||||||||||||||
Legal Settlement Payment Less Interest | 22,800 | |||||||||||||||
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 | $ 3,300 | |||||||||||||
Number of claims submitted by subsidiary | claim | 70 | |||||||||||||||
Actual claims payment | $ 200 | |||||||||||||||
Error rate (percent) | 100% | |||||||||||||||
Safeguard Zone Program Integrity Contractor | Clearwater, Florida | Home Health [Member] | Subsequent Event | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Litigation Settlement Interest | $ 1,200 | |||||||||||||||
Total Legal Settlement Payment | 3,700 | |||||||||||||||
Legal Settlement Payment Less Interest | $ 2,400 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 Segments | |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net service revenue | $ 557,988 | $ 553,485 | $ 1,661,135 | $ 1,654,795 |
Other operating income | 0 | (4) | 0 | 13,300 |
Cost of service, excluding depreciation and amortization | 322,227 | 310,294 | 943,258 | 916,188 |
General and administrative expenses | 188,400 | 178,900 | 560,600 | 526,400 |
Depreciation and amortization | 5,477 | 7,487 | 19,705 | 21,763 |
Investment impairment | 3,009 | 0 | 3,009 | 0 |
Operating expenses | 519,057 | 496,709 | 1,526,601 | 1,464,339 |
Operating income (loss) | 38,931 | 56,772 | 134,534 | 203,756 |
Home Health [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 337,200 | 338,600 | 1,012,800 | 1,016,500 |
Other operating income | 0 | 7,300 | ||
Cost of service, excluding depreciation and amortization | 195,300 | 190,100 | 573,300 | 563,500 |
General and administrative expenses | 88,300 | 82,400 | 259,300 | 243,800 |
Depreciation and amortization | 900 | 1,100 | 3,300 | 3,300 |
Investment impairment | 0 | 0 | ||
Operating expenses | 284,500 | 273,600 | 835,900 | 810,600 |
Operating income (loss) | 52,700 | 65,000 | 176,900 | 213,200 |
Hospice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 198,700 | 197,500 | 590,200 | 586,900 |
Other operating income | 0 | 6,000 | ||
Cost of service, excluding depreciation and amortization | 109,400 | 107,600 | 323,200 | 314,400 |
General and administrative expenses | 49,100 | 49,500 | 152,100 | 144,400 |
Depreciation and amortization | 500 | 700 | 1,700 | 2,000 |
Investment impairment | 0 | 0 | ||
Operating expenses | 159,000 | 157,800 | 477,000 | 460,800 |
Operating income (loss) | 39,700 | 39,700 | 113,200 | 132,100 |
Personal Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 16,600 | 15,900 | 45,500 | 49,900 |
Other operating income | 0 | 0 | ||
Cost of service, excluding depreciation and amortization | 12,200 | 11,700 | 34,500 | 37,400 |
General and administrative expenses | 2,400 | 2,600 | 6,800 | 8,800 |
Depreciation and amortization | 0 | 100 | 100 | 200 |
Investment impairment | 0 | 0 | ||
Operating expenses | 14,600 | 14,400 | 41,400 | 46,400 |
Operating income (loss) | 2,000 | 1,500 | 4,100 | 3,500 |
High Acuity Care | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 5,500 | 1,500 | 12,600 | 1,500 |
Other operating income | 0 | 0 | ||
Cost of service, excluding depreciation and amortization | 5,300 | 900 | 12,300 | 900 |
General and administrative expenses | 8,800 | 3,900 | 24,700 | 3,900 |
Depreciation and amortization | 800 | 500 | 2,400 | 500 |
Investment impairment | 3,000 | 3,000 | ||
Operating expenses | 17,900 | 5,300 | 42,400 | 5,300 |
Operating income (loss) | (12,400) | (3,800) | (29,800) | (3,800) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 0 | 0 | 0 | 0 |
Other operating income | 0 | 0 | ||
Cost of service, excluding depreciation and amortization | 0 | 0 | 0 | 0 |
General and administrative expenses | 39,800 | 40,500 | 117,700 | 125,500 |
Depreciation and amortization | 3,300 | 5,100 | 12,200 | 15,800 |
Investment impairment | 0 | 0 | ||
Operating expenses | 43,100 | 45,600 | 129,900 | 141,300 |
Operating income (loss) | $ (43,100) | $ (45,600) | $ (129,900) | $ (141,300) |
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, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 02, 2021 | Dec. 23, 2020 | |
Share Repurchase [Line Items] | |||||||
Purchase of company stock | $ 17,351 | $ 84,879 | |||||
2021 Share Repurchase Program | |||||||
Share Repurchase [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | ||||||
Stock Repurchase Program Expiration Date | Dec. 31, 2021 | ||||||
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 | |||||
New Share Repurchase Program | |||||||
Share Repurchase [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | ||||||
Shares repurchased (shares) | 150,000 | ||||||
Purchase of company stock | $ 17,000 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 115.64 | ||||||
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Medalogix [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 2.4 | $ 1.4 | $ 7.1 | $ 4.1 |