Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | AMED | |
Entity Registrant Name | AMEDISYS INC | |
Entity Central Index Key | 896,262 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,691,200 | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Well-known Seasoned Issuer | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 57,051 | $ 8,032 |
Patient accounts receivable, net of allowance for doubtful accounts of $14,753, and $14,317 | 121,744 | 99,325 |
Prepaid expenses | 10,402 | 8,493 |
Deferred income taxes | 1,953 | 0 |
Other current assets | 5,641 | 19,708 |
Assets held for sale | 19,650 | 0 |
Total current assets | 216,441 | 135,558 |
Property and equipment, net of accumulated depreciation of $140,363 and $146,438 | 41,485 | 137,455 |
Goodwill | 211,109 | 205,587 |
Intangible assets, net of accumulated amortization of $25,379 and $25,374 | 33,150 | 33,193 |
Deferred income taxes | 129,992 | 124,788 |
Other assets, net | 34,259 | 33,161 |
Total assets | 666,436 | 669,742 |
Current liabilities: | ||
Accounts payable | 24,226 | 16,056 |
Payroll and employee benefits | 74,050 | 75,553 |
Accrued expenses | 69,188 | 56,329 |
Current portion of long-term obligations | 3,750 | 12,000 |
Current portion of deferred income taxes | 0 | 2,385 |
Total current liabilities | 171,214 | 162,323 |
Long-term obligations, less current portion | 96,250 | 104,372 |
Other long-term obligations | 4,998 | 5,285 |
Total liabilities | 272,462 | 271,980 |
Commitments and Contingencies - Note 6 | 0 | 0 |
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; 34,726,207, and 34,569,526 shares issued; and 33,672,216 and 33,594,572 shares outstanding | 35 | 35 |
Additional paid-in capital | 495,827 | 481,762 |
Treasury Stock at cost, 1,053,991 and 974,954 shares of common stock | (22,029) | (19,860) |
Accumulated other comprehensive income | 15 | 15 |
Retained earnings | (80,717) | (64,785) |
Total Amedisys, Inc. stockholders' equity | 393,131 | 397,167 |
Noncontrolling interests | 843 | 595 |
Total equity | 393,974 | 397,762 |
Total liabilities and equity | $ 666,436 | $ 669,742 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Patient accounts receivable, allowance for doubtful accounts | $ 14,753 | $ 14,317 |
Property and equipment, accumulated depreciation | 140,363 | 146,438 |
Intangible assets, accumulated amortization | $ 25,379 | $ 25,374 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 60,000,000 | 60,000,000 |
Common Stock, shares issued | 34,726,207 | 34,569,526 |
Common Stock, shares outstanding | 33,672,216 | 33,594,572 |
Treasury Stock at cost, shares | 1,053,991 | 974,954 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net service revenue | $ 326,450 | $ 300,281 | $ 942,174 | $ 904,026 |
Cost of service, excluding depreciation and amortization | 186,772 | 170,159 | 533,432 | 519,686 |
General and administrative expenses: | ||||
Salaries and benefits | 69,993 | 69,461 | 209,797 | 224,032 |
Non-cash compensation | 3,060 | 1,697 | 7,637 | 3,197 |
Other | 39,551 | 32,018 | 114,734 | 110,240 |
Provision for doubtful accounts | 3,638 | 4,183 | 9,370 | 13,318 |
Depreciation and amortization | 4,646 | 6,515 | 15,798 | 22,109 |
Asset impairment charge | 2,075 | 0 | 77,268 | 2,208 |
Operating expenses | 309,735 | 284,033 | 968,036 | 894,790 |
Operating income (loss) | 16,715 | 16,248 | (25,862) | 9,236 |
Other (expense) income: | ||||
Interest income | 7 | 24 | 33 | 46 |
Interest expense | (4,936) | (2,990) | (9,778) | (5,603) |
Equity in earnings from equity investments | 1,924 | 563 | 8,701 | 2,234 |
Miscellaneous, net | 1,330 | 110 | 3,962 | 544 |
Total other (expense) income, net | (1,675) | (2,293) | 2,918 | (2,779) |
Income (loss) before income taxes | 15,040 | 13,955 | (22,944) | 6,457 |
Income tax (expense) benefit | (6,465) | (5,358) | 7,560 | (2,483) |
Income (loss) from continuing operations | 8,575 | 8,597 | (15,384) | 3,974 |
Discontinued operations, net of tax | 0 | 0 | 0 | (216) |
Net income (loss) | 8,575 | 8,597 | (15,384) | 3,758 |
Net income attributable to noncontrolling interests | (135) | (158) | (548) | (117) |
Net income (loss) attributable to Amedisys, Inc. | $ 8,440 | $ 8,439 | $ (15,932) | $ 3,641 |
Basic earnings per common share: | ||||
Income (loss) from continuing operations attributable to Amedisys, Inc. common stockholders | $ 0.25 | $ 0.26 | $ (0.48) | $ 0.12 |
Discontinued operations, net of tax | 0 | 0 | 0 | (0.01) |
Net income (loss) attributable to Amedisys, Inc. common stockholders | $ 0.25 | $ 0.26 | $ (0.48) | $ 0.11 |
Weighted average shares outstanding | 33,128 | 32,468 | 32,957 | 32,194 |
Diluted earnings per common share: | ||||
Income (loss) from continuing operations attributable to Amedisys, Inc. common stockholders | $ 0.25 | $ 0.26 | $ (0.48) | $ 0.12 |
Discontinued operations, net of tax | 0 | 0 | 0 | (0.01) |
Net income (loss) attributable to Amedisys, Inc. common stockholders | $ 0.25 | $ 0.26 | $ (0.48) | $ 0.11 |
Weighted average shares outstanding | 33,631 | 32,934 | 32,957 | 32,690 |
Amounts attributable to Amedisys, Inc. common stockholders: | ||||
Income (loss) from continuing operations | $ 8,440 | $ 8,439 | $ (15,932) | $ 3,857 |
Discontinued operations, net of tax | 0 | 0 | 0 | (216) |
Net income (loss) attributable to Amedisys, Inc. | $ 8,440 | $ 8,439 | $ (15,932) | $ 3,641 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (15,384) | $ 3,758 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 15,798 | 22,149 |
Provision for doubtful accounts | 9,370 | 13,392 |
Non-cash compensation | 7,637 | 3,197 |
401(k) employer match | 4,544 | 4,682 |
Loss on disposal of property and equipment | 945 | 4,174 |
Gain on sale of care centers | (184) | (2,967) |
Deferred income taxes | (9,547) | 6,357 |
Write off deferred debt issuance costs | 2,513 | 488 |
Equity in earnings of equity investments | (8,701) | (2,234) |
Amortization of deferred debt issuance costs | 774 | 521 |
Return on equity investment | 5,135 | 1,500 |
Asset impairment charge | 77,268 | 2,208 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Patient accounts receivable | (31,788) | (5,848) |
Other current assets | 12,701 | (1,885) |
Other assets | (803) | 1,554 |
Accounts payable | 8,597 | 668 |
U.S. Department of Justice settlement | 0 | (115,000) |
Accrued expenses | 9,152 | (4,081) |
Other long-term obligations | (286) | (2,762) |
Net cash provided by (used in) operating activities | 87,741 | (70,129) |
Cash Flows from Investing Activities: | ||
Proceeds from deferred compensation plan assets | 1,077 | 9 |
Proceeds from the sale of property and equipment | 0 | 3 |
Purchases of deferred compensation plan assets | (19) | (104) |
Purchases of property and equipment | (17,969) | (9,882) |
Purchase of investment | (2,561) | (3,421) |
Proceeds from sale of investment | 5,000 | 0 |
Acquisitions of businesses, net of cash acquired | (5,800) | 0 |
Proceeds from dispositions of care centers | 413 | 4,233 |
Net cash used in investing activities | (19,859) | (9,162) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of stock upon exercise of stock options and warrants | 399 | 89 |
Proceeds from issuance of stock to employee stock purchase plan | 1,591 | 1,875 |
Non-controlling interest distribution | (300) | 0 |
Proceeds from revolving line of credit | 63,400 | 200,800 |
Repayments of revolving line of credit | (78,400) | (190,800) |
Proceeds from issuance of long-term obligations | 100,000 | 67,371 |
Debt issuance costs | (2,553) | (901) |
Principal payments of long-term obligations | (103,000) | (10,904) |
Net cash (used in) provided by financing activities | (18,863) | 67,530 |
Net increase (decrease) in cash and cash equivalents | 49,019 | (11,761) |
Cash and cash equivalents at beginning of period | 8,032 | 17,303 |
Cash and cash equivalents at end of period | 57,051 | 5,542 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 5,598 | 4,771 |
Cash paid for income taxes, net of refunds received | (12,383) | 13 |
Supplemental Disclosures of Non-Cash Financing and Investing Activities | ||
(Sale) acquistion of noncontrolling interests | $ 0 | $ (1,549) |
NATURE OF OPERATIONS, CONSOLIDA
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS | 1 . NATURE OF OPERATIONS , CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS Amedisys, Inc., a Delaware corporation, and its consolidated subsidiaries (“Amedisys,” “we,” “us,” or “our”) are a multi-state provider of home health and hospice services with approximately 79% and 81% of our revenue derived from Medicare for the three-month periods ended September 30, 2015 and 2014 , respectively, and approximately 8 0% and 82% of our revenue derived from Medicare for the nine -month periods ended September 30, 2015 and 2014 , respectively. As of September 30, 2015 , we owned and operated 314 Medicare-certified home health care centers and 79 Medicare-certified hospice care centers in 34 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”). Our results of operations for the interim periods presented are not necessarily indicative of results of our operations for the entire year and have not been audited by our independent auditors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented. 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, 2014 as filed with the Securities and Exchange Commission (“SEC”) on March 4, 2015 (the “Form 10-K”), which includes information and disclosures not included herein. Use of Estimates Our accounting and reporting policies conform with U.S. G AAP . 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 materially differ from those estimates. Principles of Consolidation These unaudited condensed c onsolidated 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 unaudited 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 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 variable interest entity in which we are the primary beneficiary. The book value of investments that we accounted for under the equity method of accounting was $ 24.4 million as of September 30 , 201 5 , and $ 18 . 8 m illion as of December 31, 201 4 . We account for investments in entities in which we have less than a 20 % ownership interest under the cost method of accounting if we do not have the ability to exercise significant influence over the investee. The aggregate carrying amoun t of our cost method investment, which was sold during the three-month period ended June 30, 2015, was $ 5.0 million as of December 31, 201 4 . |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 . Summary of Significant Accounting Policies Revenue Recognition We earn net service revenue through our home health and hospice care center s by providing a variety of services almost exclusively in the homes of our patients. This net service revenue is earned and billed either on an episode of care basis, on a per visit basis or on a daily basis depending upon the payment terms and conditions established with each payor for services provided. We refer to home health revenue earned and billed on a 60 -day episode of care as episodic-based revenue. When we record our service revenue, we record it net of estimated revenue adjustments and contractual adjustments to reflect amounts we estimate to be realizable for services provided, as discussed below. We believe, based on information currently available to us and based on our judgment, that changes to one or more factors that impact the accounting estimates (such as our estimates related to revenue adjustments, contractual adjustments and episodes in progress) we make in determining net service revenue, which changes are likely to occur from period to period, will not materially impact our reported consolidated financial condition, results of operations, cash flows or our future financial results. Home Health Revenue Recognition Medicare Revenue Net service revenue is recorded under the Medicare prospective payment system (“PPS”) based on a 60-day episode payment rate that is subject to adjustment 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 was fewer than five; (c) a partial payment if our patient transferred to another provider or we received a patient from another provider before completing the episode; (d) a payment adjustment based upon the level of therapy services required (with various incremental adjustments made for additional visits, with larger payment increases associated with the sixth, fourteenth and twentieth visit thresholds); (e) adjustments to payments if we are unable to perform periodic therapy assessments; (f) the number of episodes of care provided to a patient, regardless of whether the same home health provider provided care for the entire series of episodes; (g) changes in the base episode payments established by the Medicare Program; (h) adjustments to the base episode payments for case mix and geographic wages; and ( i ) recoveries of overpayments. In addition, we make adjustments to Medicare revenue if we find that we are unable to produce appropriate documentation of a face to face encounter between the patient and physician. We make adjustments to Medicare revenue to reflect differences between estimated and actual payment amounts, our discovered inability to obtain appropriate billing documentation or authorizations and other reasons unrelated to credit risk. 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 as an estimated revenue adjustment and a corresponding reduction to patient accounts receivable. Therefore, we believe that our reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered. In addition to revenue recognized on completed episodes, we also recognize a portion of revenue associated with episodes in progress. Episodes in progress are 60 -day episodes of care that begin during the reporting period, but were not completed as of the end of the period. We estimate this revenue on a monthly basis based upon historical trends. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and our estimate of the average percentage complete based on visits performed. As of September 30, 2015 and 2014 , the difference between the cash received from Medicare for a request for anticipated payment (“RAP”) on episodes in progress and the associated estimated revenue was immaterial and, therefore, the resulting credits were recorded as a reduction to our outstanding pa tient accounts receivable in our condensed consolidated balance sheets for such periods. Non-Medicare Revenue Episodic-based Revenue. We recognize revenue in a similar manner as we recognize Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms. Non-episodic b ased Revenue. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established or estimated per-visit rates, as applicable. Contractual 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 and are also recorded as a reduction to our outstanding patient accounts receivable. In addition, we receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment. Hospice Revenue Recognition Hospice Medicare Revenue Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are 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 accounts for 9 8 % and 96 % of our total net Medic are hospice service revenue for the three - month period s ended September 30 , 2015 , and 2014, respectively , and 98% of our total Medicare hospice service revenue for the nine - month periods ended September 30, 2015, and 2014 . We make adjustments to Medicare revenue for an inability to obtain appropriate billing documentation or acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these adjustments based on our historical experience, which primarily includes our historical collection rate on Medicare claims, and record it during the period services are rendered as an estimated revenue adjustment and as a reduction to our outstanding patient accounts receivable. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap for each provider number, we monitor these caps 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 other accrued liabilities. Beginning for the cap year ending October 31, 2014, providers are required to self-report and pay their estimated cap liability by March 31 st . We have settled our Medicare hospice reimbursements for all fiscal years through October 31, 20 12 as of December 31, 2014. During the three-month period ended September 30, 2015, we received notice of a cap reopening for the October 31, 2012 cap year for one of our providers and as a result, recorded an additional cap liability of less than $0.1 million. As of September 30 , 2015 , we have recorded $1.5 million for estimated amounts due back to Medicare in other accrued liabilities for the Federal cap years ended October 31, 2012 through October 31, 2015. As of December 31, 2014 , we have recorded $2.8 million for estimated amounts due back to Medicare in other accrued liabilities for the Federal cap years ended October 31, 201 3 through October 31, 2015. Hospice Non-Medicare Revenue We record gross revenue 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 adjustments are recorded for the difference between our established rates and the amounts estimated to be realizable from patients, third parties and others for services provided and are deducted from gross revenue to determine our net service revenue and patient accounts receiv able. Patient Accounts Receivable Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. There is no single payor , other than Medicare, that accounts for more than 10 % of our total outstanding patient receivables, and 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 fully reserve for accounts which are aged at 36 5 days or greater. 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 credit risk associated with our Medicare accounts, which represent 6 5 % and 6 9 % of our net patient accounts receivable at September 30 , 2015 and December 31, 2014 , 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 . Accordingly, we do not record an allowance for doubtful accounts for our Medicare patient accounts receivable, which are recorded at their net realizable value after recording estimated revenue adjustments as discussed above . During the three and nine - month perio ds ended September 30 , 2015, we recorded $ 1 . 5 million and $ 4.0 million, respectively, in estimated revenue adjustments to Medicare revenue as compared to $ 1 . 4 million and $ 4.1 million during the three and nine -month periods ended September 30, 2014, respectively. We believe there is a certain level of credit risk associated with non-Medicare payors . To provide for our non-Medicare patient accounts receivable that could become uncollectible in the future, we establish an allowance for doubtful accounts to reduce the carrying amount to its estimated net realizable value. Medicare Home Health For our home health patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We submit a RAP for 60 % of our estimated payment for the initial episode at the start of care or 50 % of the estimated payment for any subsequent episodes of care contiguous with the first episode for a particular patient. The full amount of the episode is billed after the episode has been completed (“final billed”). The RAP received for that particular episode is then deducted from our final payment. If a final bill is not submitted within the greater of 120 days from the start of the episode, or 60 days from the date the RAP was paid, any RAPs received for that episode will be recouped by Medicare from any other claims in process for that particular provider number. The RAP and final claim must then be resubmitted. Medicare Hospice For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services t hat we provide to our patients. Our Medicare billing begins with a process to ens ure that our billings are accurate through the utilization of an electronic Medicare claim review. Once each patient has been confirmed for eligibility, we will bill Medicare on a monthly basis for the services provided to the patient. Non-Medicare Home Health and Hospice 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. We estimate an allowance for doubtful accounts based upon our assessment of historical and expected net collections, business and economic conditions, trends in payment and an evaluation of collectability based upon the date that the service was provided. Based upon our best judgment, we believe the allowance for doubtful accounts adequately provides for accounts that will not be collected due to credit risk . Property and Equipment Property and equipment is stated at cost and we depreciate it on a straight-line basis over the estimated useful lives of the assets. Additionally, we have internally developed c omputer software for our own use; s uch software de velopment costs are capitalized. Additions and improvements (including interest costs for construction of qualifying long-lived assets) are capitalized. Maintenance and repair expenses are charged to expense as incurred. The cost of property and equipment sold or disposed of and the related accumulated depreciation are eliminated from the property and related accumulated depreciation accounts, and any gain or loss is credited or charged to other general and administrative expenses. As of December 31, 2014, we had $ 74.7 million of internally developed software costs related to the development of AMS3 H ome H ealth . Additionally, we had $ 1.1 million of internally developed software costs related to the development of AMS3 Hospice. Expanded beta testing to additional sites in February of 2015 demonstrated that AMS3 was disruptive to operations. Additional analysis of the system determined that the system was not ready to be fully implemented and would require significant time and investment to redesign. Therefore, during the three - month period ended March 31, 2015, we made the decision to discontinue AMS3 and recorded a non-cash charge to write off the software costs incurred related to the development of AMS3 Home Health and Hospice . During the three-month period ended September 30, 2015, we commenced an active program to sell our corporate headquarters located in Baton Rouge, Louisiana. In accordance with U.S. GAAP, we have classified this asset as held for sale and reduced the carrying value of the asset to its estimated fair value less estimated costs to sell the asset ; no further depreciation expense for the asset will be recorded. As a result, we recorded a non-cash asset impairment charge of $2.1 million during the three-month period ended September 30, 2015 . The following table summarizes the balances related to our property and equipment for the periods indicated (amounts in millions): September 30, 2015 December 31, 2014 Land $ 0.0 $ 3.2 Building and leasehold improvements 2.1 25.3 Equipment and furniture 87.9 97.2 Computer software 91.9 158.2 181.9 283.9 Less: accumulated depreciation (140.4) (146.4) $ 41.5 $ 137.5 Fair Value of Financial Instruments 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 and accrued expenses , we estimate the carrying amounts' approximate fair value. As of September 30, 2015, the carrying value of our long-term debt approximates fair value as the interest rates approximate current rates. Weighted-Average Shares Outstanding Net income ( loss ) per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stoc k method, is based on the weighted average number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of the weighted-average shares outstanding, which are used to calc ulate our basic and diluted net income ( loss ) attributable to Amedisys, Inc. common stockholders (amounts in thousands): For the Three-Month Periods Ended September 30, For the Nine-Month Periods Ended September 30, 2015 2014 2015 2014 Weighted average number of shares outstanding - basic 33,128 32,468 32,957 32,194 Effect of dilutive securities: Stock options 57 0 0 0 Non-vested stock and stock units 446 466 0 496 Weighted average number of shares outstanding - diluted 33,631 32,934 32,957 32,690 Anti-dilutive securities 89 51 983 107 Recently Issued Accounting Pronouncements In May 2014, the F inancial Accounting Standards Board (“F ASB ”) issued A ccounting Standards Update (“A SU ”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which requires an entity to recognize the amount of revenue for which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP . In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , to defer the effective date of the standard from January 1, 2017, to January 1, 2018, with an option that permit s companies to adopt the standard as early as the original effective date. The new ASU reflects the decisions reached by the FASB at its meeting in July 2015. Early applicatio n prior to the original e ffective date is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. T he Company is evaluating the effect that ASU 2014-09 and ASU 2015-14 will have on its consolidated financial statements and related disclosures , its transition method and the effect of the standard on its ongoing financial reporting. In April 2015, t he FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for annual and interim periods beginning on or after December 15, 2015 . As of September 30 , 2015, we ha ve $ 3.6 million of unamortized debt issuance costs that would be reclassified from a long-term asset to a reduction in the carrying amount of our debt. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 3 . ACQUISITIONS On July 24, 2015, we acquired one hospice care center in Tennessee for a total purchase price of $ 5.8 million. The purchase price was paid with cash on hand on the date of the transaction. In connection with the acquisition, we recorded goodwill ($ 5.5 million) and other intangibles ($ 0.3 million). |
DISCONTINUED OPERATIONS AND ASS
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE As part of our ongoing management of our portfolio of care centers, we review each care center's current financial performance, market penetration, forecasted market growth and the impact of p roposed Centers for Medicare and Medicaid Services (“CMS”) payment revisions. The care centers which were closed, sold or classified as held for sale in 2013 (32 home health care centers and one hospice care center) and closed in 2012 (three home health care centers) as a result of our review are presented as discontinued operations in our condensed consolidated financial statements. The care centers consolidated with care centers servicing the same markets are presented in continuing operations as we expect continuing cash flows from these markets . Net revenues and operating results for the periods presented for those care centers classified as discontinued operations are as follows (dollars in millions): For the Three-Month Periods Ended September 30, For the Nine-Month Periods Ended September 30, 2015 2014 2015 2014 Net revenues $ 0.0 $ 0.0 $ 0.0 $ (0.3) Loss before income taxes 0.0 0.0 0.0 (0.3) Income tax benefit 0.0 0.0 0.0 0.1 Discontinued operations, net of tax $ 0.0 $ 0.0 $ 0.0 $ (0.2) |
LONG-TERM OBLIGATIONS
LONG-TERM OBLIGATIONS | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM OBLIGATIONS | 5. LONG-TERM OBLIGATIONS Long-term debt consisted of the following for the periods indicated (amounts in millions): September 30, 2015 December 31, 2014 $100.0 million Term Loan; principal payments plus accrued interest payable quarterly; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage (2.19% at September 30, 2015); due August 28, 2020 $ 100.0 $ 0.0 $60.0 million Term Loan; $3.0 million principal payments plus accrued interest payable quarterly; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage; due October 26, 2017 0.0 33.0 $120.0 million Revolving Credit Facility; interest only quarterly payments; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage; due October 26, 2017 0.0 15.0 $70.0 million Second Lien Loan; interest only quarterly payments; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage; due July 28, 2020 0.0 70.0 Discount on Second Lien Loan 0.0 (1.6) 100.0 116.4 Current portion of long-term obligations (3.7) (12.0) Total $ 96.3 $ 104.4 Credit Agreement On August 28, 2015, we entered into a Credit Agreement that provides for senior secured facilities in an initial aggregate principal amount of up to $300 million (the “Credit Facilities”) . The Credit Facilities are comprised of (a) a term loan facility in an initial aggregate principal amount of $100 million ( the “Term Loan”) ; and (b) a revolving credit facility in an initial aggregate princi pal amount of up to $200 million (the “Revolving Credit Facility”) . The Revolving Credit Facility provides for and includes within its $200 million limit a $25 million swingline facility and commitments for up to $50 million in letters of credit. Upon lender approval, we may increase the aggregate loan amount under the Credit Facilities by a maximum amount of $150 million. The net proceeds of the Term Loan and existing cash on hand were used to pay off ( i ) our existing term loan under our p rior Credit Agreement , dated as of October 22, 2012, as amended (the “Prior Credit Agreement”) with a principal balance of $27 million and (ii) our existing term loan under our p rior Second Lien Credit Agreement dated July 28, 2014 (the “Second Lien Credit Agreement”), with a principal balance of $70 million. The final maturity of the Term Loan is August 28, 2020. The Term Loan will amortize beginning on March 31, 2016 in 18 quarterly installments (eight quarterly installments of $1 . 25 million followed by eight quarterly installments of $2 . 5 million , followed by two quarterly installments of $3 . 1 million , subject to adjustment for prepayments), with the remaining balance due upon maturity. The Revolving Credit Facility may be used to provide ongoing working capital and for general corporate purposes of the Company and our subsidiaries, including permitted acquisitions, as defined in the Credit Agreement. The final maturity of the Revolving Credit Facility is August 28, 2020 and will be payable in full at that time. The interest rate in connection with the Credit Facilities shall be selected from the following by us: ( 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 for an interest period of one month plus 1% per annum. The “Eurodollar Rate” means the rate at which Eurodollar deposits in the London interbank market for an interest period of one, two, three or six months (as selected by us ) are quoted. The “Applicable Rate” is based on the consolidated leverage ratio and is presented in the table below. As of September 30, 2014, the Applicable Rate is 1.00% per annum for Base Rate Loans and 2.00% per annum for Eurodollar Rate Loans. We are also subject to a commitment fee and letter of credit fee under the terms of the Credit Facilities, as presented in the table below . Consolidated Leverage Ratio Margin for ABR Loans Margin for Eurodollar Loans Commitment Fee Letter of Credit Fee ≥ 2.75 to 1.0 2.00% 3.00% 0.40% 3.00% < 2.75 to 1.0 but ≥ 1.75 to 1.0 1.50% 2.50% 0.35% 2.50% < 1.75 to 1.0 but ≥ 0.75 to 1.0 1.00% 2.00% 0.30% 2.00% < 0.75 to 1.0 0.50% 1.50% 0.25% 1.50% Our weighted average interest rate for our $100.0 million Term Loan, under our Credit Agreement, was 2. 2 % for the three-month period ended September 30, 2015. As of September 30, 2015, our availability under our $200.0 million Revolving Credit Facility was $179.0 million as we had $21.0 million outstanding in letters of credit . T he Credit Agreement requires maintenance of two financial covenants: (i) a consolidated leverage ratio of funded indebtedness to EBITDA, as defined in the Credit Agreement, and (ii) a consolidated fixed charge coverage ratio of EBITDA plus rent expense (less cash taxes less capital expenditures) to scheduled debt repayments plus interest expense plus rent expense, all as defined in the Credit Agreement. Each of these covenants is calculated over rolling four-quarter periods and also is subject to certain exceptions and baskets. As of September 30, 2015, our consolidated leverage ratio was 1.0 and our consolidated fixed charg e coverage ratio was 3.2 and we are in compliance with the Credit Agreement. The 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. The Credit Facilities are guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries. The Credit Agreement requires at all times that we (i) provide guarant e es 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. In connection with ente ring into the Credit Agreement , we entered into (i) a Security Agreement with the Administrative Agent dated August 28, 2015 and (ii) a Pledge Agreement with the Administrative Agent dated as of August 28, 2015 for the purpose of securing the payment of our obligations under the Credit Agreement. Pursuant to the Security Agreement and the Pledge Agreement, as of the effective date of the Credit Agreement, our obligations under the Credit Agreement are secured by (i) the grant of a first lien security interest in the non-real estate assets of substantially all of our direct and indirect, wholly-owned subsidiaries (subject to exceptions) and (ii) the pledge of the equity interests in (a) substantially all of our direct and indirect, wholly-owned corporate, limited liability company and limited partnership subsidiaries and (b) those joint ventures which constitute subsidiaries under the Credit Agreement (subject, in the case of the Pledge Agreement, to exceptions). In connection with our entry into the Credit Agreement, on August 28, 2015, each of the Prior Credit Agreement and the Second Lien Credit Agreement were terminated. The Company paid a call premium of $700,000 associated with the termination of the Second Lien Credit Agreement and the voluntary prepayment of the amounts owed thereunder as of August 28, 2015 , and expensed $2.5 million in deferred debt issuance costs during the three-month period ended September 30, 2015. Also in connection with our entry into the Credit Agreement, we recorded $2.4 million in deferred debt issuance costs as other assets in our consolidated balance sheet . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6 . COMMITMENTS AND CONTINGENCIES Legal Proceedings We are involved in the following legal actions : Securities Class Action Lawsuits On June 10, 2010, a putative securities class action complaint was filed in the United States District Court for the Middle District of Louisiana (the “District Court”) against the Company and certain of our current and former senior executives. Additional putative securities class actions were filed in the Court on July 14, July 16, and July 28, 2010. On January 18, 2011, the Co-Lead Plaintiffs filed an amended, consolidated class action complaint (the “Securities Complaint”) which supersedes the earlier-filed securities class action complaints. The Securities Complaint alleges that the defendants made false and/or misleading statements and failed to disclose material facts about our business, financial condition, operations and prospects, particularly relating to our policies and practices regarding home therapy visits under the Medicare home health prospective payment system and the related alleged impact on our business, financial condition, operations and prospects. The Securities Complaint seeks a determination that the action may be maintained as a class action on behalf of all persons who purchased the Company's securities between August 2, 2005 and September 28, 2010 and an unspecified amount of damages. All defendants moved to dismiss the Securities Complaint. On June 28, 2012, the District Court granted the defendants' motion to dismiss the Securities Complaint. On July 26, 2012, the Co-Lead Plaintiffs filed a motion for reconsideration, which the District Court denied on April 9, 2013. On May 3, 2013, the Co-Lead Plaintiffs appealed the dismissal of the Securities Complaint to the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”). On October 2, 2014, a three-judge panel of the Fifth Circuit issued a decision reversing the District Court's dismissal of the Securities Complain t . On October 16, 2014, all defendants filed a petition with the Fifth Circuit to review the three-judge panel's decision en banc , or as a whole court. On December 29, 2014, the Fifth Circuit denied the defendants' motion for en banc review of the Fifth Circuit panel's decision reversing the District Court's dismissal of the Securities Complaint. The case then returned to the District Court for further proceedings . O n March 30, 2015, the defendants filed a Petition for Writ of Certiorari (the “Petition”) with the United States Supreme Court asking the Supreme Court to consider whether the Fifth Circuit erred in reversing the District Court's dismissal of the Securities Complaint. The Supreme Court denied the Petition on June 29, 2015, which did not affect the ongoing proceedi ngs before the District Court, including the District Court's consideration of a motion filed on April 3, 2015, by the Co-Lead Plaintiffs for leave to amend the Securities Complaint , which motion was granted by the District Court. All discovery in the case is currently stayed pursuant to federal law. No assurances can be given about the timing or outcome of this matter. Wage and Hour Litigation On July 25, 2012, a putative collective and class action complaint was filed in the United States District Court for the District of Connecticut against us in which three former employees allege wage and hour law violations. The former employees claim that they were not paid overtime for all hours worked over 40 hours in violation of the Federal Fair Labor Standards Act (“FLSA”), as well as the Pennsylvania Minimum Wage Act. More specifically, they allege they were paid on both a per-visit and an hourly basis, and that such a pay scheme resulted in their misclassification as exempt employees, thereby denying them overtime pay. Moreover, in response to a Company motion arguing that plaintiffs' complaint was deficient in that it was ambiguous and failed to provide fair notice of the claims asserted and plaintiffs' opposition thereto, the Court, on April 8, 2013, held that the complaint adequately raises general allegations that the plaintiffs were not paid overtime for all hours worked in a week over 40 , which may include claims for unpaid overtime under other theories of liability, such as alleged off-the-clock work, in addition to plaintiffs' more clearly stated allegations based on misclassification. On behalf of themselves and a class of current and former employees they allege are similarly situated, plaintiffs seek attorneys' fees, back wages and liquidated damages going back three years under the FLSA and three years under the Pennsylvania statute. On October 8, 2013, the Court granted plaintiffs' motion for equitable tolling requesting that the statute of limitations for claims under the FLSA for plaintiffs who opt-in to the lawsuit be tolled from September 24, 2012, the date upon which plaintiffs filed their original motion for conditional certification, until 90 days after any notice of this lawsuit is issued following conditional certification. Following a motion for reconsideration filed by the Company, on December 3, 2013, the Court modified this order, holding that putative class members' FLSA claims are tolled from October 29, 2012 through the date of the Court's order on plaintiffs' motion for conditional certification. On January 13, 2014, the Court granted plaintiffs' July 10, 2013 motion for conditional certification of their FLSA claims and authorized issuance of notice to putative class members to provide them an opportunity to opt in to the action. On April 17, 2014, that notice was mailed to putative class members. The period within which putative class members were permitted to opt into the action expired on July 16, 2014. On September 10, 2014, the plaintiffs in the Connecticut case filed a motion for leave to amend their complaint to add a new claim under the Kentucky Wage and Hour Act (“KWHA”) alleging that the Company did not pay certain home health clinicians working in the Commonwealth of Kentucky all of the overtime wages they were owed, either because the Company misclassified them as exempt from overtime or, while treating them as overtime eligible, did not properly pay them overtime for all hours worked over 40 in a week. On behalf of themselves and a class of current and former employees they allege are similarly situated, plaintiffs seek attorneys' fees, back wages and liquidated damages going back five years before the filing of their original complaint under the KWHA. On October 1, 2014, the Company filed an opposition to the plaintiffs' motion to amend. On October 15, 2014, plaintiffs filed a reply brief in support of their motion. On December 12, 2014, the Court granted the plaintiffs' motion to amend the complaint to add the claims under the KWHA. The Company and the plaintiffs agreed to explore the possibility of a mediated settlement of the Connecticut case, and on February 23, 2015 filed a joint motion to stay proceedings for six months to pursue that process, which was granted by t he Court on February 24, 2015. On June 10, 2015, the Company and plaintiffs participated in a mediation whereby they agreed to fully resolve all of plaintiffs' claims in the lawsuit for $8 .0 million , subject to approval by the Court. The settlement agreement will be submitted to the Court for preliminary approval and plaintiffs will request certification of Pennsylvania and Kentucky classes for the sole purpose of this proposed settlement. If the Court grants preliminary approval, notice will be issued to members of the settlement classes to provide them with an opportunity to object to the settlement and, in the case of members of the Pennsylvania and Kentucky classes, opt out of the settlement. Following this notice period, the Court will hold a final fairness hearing for the purpose of considering objections and deciding whether to grant f inal approval of the settlement. As of September 30, 2015, we have an accrual of $8.0 million for this matter. On September 13, 2012, a putative collective and class action complaint was filed in the United States District Court for the Northern District of Illinois against us in which a former employee alleges wage and hour law violations. The former employee claims she was paid on both a per-visit and an hourly basis, and that such a pay scheme resulted in her misclassification as an exempt employee, thereby denying her overtime . The plaintiff alleges violations of Federal and state law and seeks damages under the FLSA and the Illinois Minimum Wage Law. Plaintiff seeks class certification of similar employees who were or are employed in Illinois and seeks attorneys' fees, back wages and liquidated damages going back three years under the FLSA and three years under the Illinois statute. On May 28, 2013, the Court granted the Company's motion to stay the case pending resolution of class certification issues and dispositive motions in the earlier-filed Con necticut case referenced above. We are unable to assess the probable outcome or reasonably estimate the potential liab ility, if any, arising from the securities and Illinois wage and hour litigation described above. The Company intends to continue to vigorously defend i tself in the securities and Illinois wage and hour litigation matters but, if decided adverse to the company, its impact could be material . No as surances can be given as to the timing or outcome of the securities and Illinois wage and hour matters described above or the impact of any of the inquiry or litigation matters on the Company, its consolidated financial condition, results of operations or cash flows, which could be material, individually or in the aggregate. Corporate Integrity Agreement On April 23, 2014, with no admissions of liability on our part, we entered into a settlement agreement with the U.S. Department of Justice relating to certain of our clinical and business operations. Concurrently with our entry into this agreement, we entered into a corporate integrity agreement (“CIA”) with the Office of Inspector General-HHS (“OIG”) . The CIA formalizes various aspects of our already existing ethics and compliance programs and contains other requirements designed to help ensure our ongoing compliance with federal health care program requirements. Among other things, the CIA requires us to maintain our existing compliance program and management compliance committee and compliance committee of the B oard of D irectors; provide certain compliance training; continue screening new and current employees against certain lists to ensure they are not ineligible to participate in federal health care programs; engage an independent review organization to perform certain auditing and reviews and prepare certain reports regarding our compliance with federal health care programs, our billing submissions to federal health care programs and our compliance and risk mitigation programs; and provide certain reports and management certifications to Office of Inspector General-HHS. Among other things, the CIA requires that we report substantial overpayments that we discover we have received from federal health care programs, as well as probable violations of federal health care laws. Upon breach of the CIA, we could become liable for payment of certain stipulated penalties, or could be excluded from participation in federal health care programs. The corporate integrity agreement has a term of five years . Computer Inventory and Data Security Reporting O n March 1 and March 2, 2015, we provided official notice under Federal and state data privacy laws concerning the outcome of an extensive risk management process to locate and verify our large computer inventory. The process identified approximately 142 encrypted computers and laptops for which reports were required under F ederal and state data privacy laws. We have no indication of external hacking into our network, and no evidence that any patients or former patients have suffered any actual harm. Depending on the device, the patient information included any or all of the following: name, address, Social Security number, date of birth, insurance ID numbers, medical records and other personally identifiable data. The devices at issue were originally assigned to Company clinicians and other team members who left the Company between 2011 and 2014, and represent approximately 0 .3% of the total number of devices that were used at the Company during that time period. We reported these devices to the U.S. Department of Health and Human Services, state agencies, and approximately 6,909 individuals whose information may be involved, as required under applicable law and in an abundance of caution because we could not rule out unauthorized access to patient data on the devices. T he Office of Civil Rights, U.S. Department of Health and Human Services (“OCR”) is review ing our compliance with applicable laws, as is typical for any data breach involving more than 500 individuals. We are cooperating with OCR in their review and if any other regulatory reviews are formally commenced, will cooperate with applicable regulatory authorities. In accordance with our CIA, we have notified the OIG of this matter. Frontier Litigation On April 2, 2015, Frontier Home Health and Hospice, L.L.C. (“Frontier”) filed a complaint against us in the United States District Court for the District of Connecticut alleging breach of contract, negligent misrepresentation and unfair and deceptive trade practices under Conn. Gen. Stat. §42-110b. Frontier acquired our interest in five home health and four hospice care centers in Wyoming and Idaho in April 2014. The complaint alleges that certain of the hospice patients on service at the time of the acquisition did not meet Medicare eligibility requirements and that we breached certain of the representations and warranties under the purchase agreement and therefore , the businesses were worth less than the purchase price . Under the comp lain t, Frontier seeks declaratory judgment from the District Court that, under the terms of the purchase agreement with Frontier, we are obligated to determine the amount of the alleged Medicare overpayments and reimburse the government for the same in a timely manner, as well as unspecified compensatory and punitive damages, attorneys' fees and pre- and post-judgment interest. We are unable to assess the probable outcome or reasonably estimate the potential liability, if any, arising from the Frontier litigation described above. The Company has engaged an independent auditing firm to perform a clinical audit of the hospice locations in question and intends to defend itself in the Frontier litigation matter. No assurances can be given as to the timing or outcome of the audit, the Frontier litigation matter described above or the impact of any of the audit or litigation matters on the Company, its consolidated financial condition, results of operations or cash flows, which could be material, individually or in the aggregate. In accordance with our CIA, we have notified the OIG of this matter. Subpoena Duces Tecum Issued by the U.S. Department of Justice On May 21, 2015, we received a Subpoena Duces Tecum (“Subpoena”) issued by the U.S. Department of Justice. The Subpoena requests the delivery of information regarding 53 identified hospice patients to the United States Attorney's Office for the District of Massachusetts. It also requests the delivery of doc uments relating to our hospice clinical and business operations and related compliance activities. The Subpoena generally covers the period from January 1, 2011, through the present. We are fully cooperating with the U.S. Department of Justice with respect to this investigation. No assurance can be given as to the timing or outcome of this investigation. S hareholder Derivative Action On August 24, 2015, Michael Bonhette , an alleged shareholder of the Company filed a derivative lawsuit in the United States District Court for the Middle District of Louisiana, purporting to assert claims on behalf of the Company against certain of our officers and directors. We were named as a nominal defendant in this action. The derivative complaint alleged that certain of our officers and directors breached their fiduciary duties to the Company by agreeing to allegedly unlawful provisions in the Company's Credit Agreement dated as of October 22, 2012, as amended (the “Prior Credit Agreement”), and the Company's Second Lien Credit Agreement dated as of July 28, 2014 (the “Second Lien Credit Agreement”). Each of the Prior Credit Agreement and the Second Lien Credit Agreement were terminated on August 28, 2015. On October 14, 2015, the United Stated District Court for the Middle District of Louisiana issued an order granting a motion for dismissal voluntarily filed by the plaintiffs in this matter. Effective as of such date, the derivative lawsuit was dismissed without prejudice and at the cost of the plaintiffs. In addition to the matters referenced in this note, we are involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages. 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. Third Party Audits 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 conduct extensive review of claims data to identify potential improper payments under the Medicare program. In January 2010, our subsidiary that provides home health services in Dayton, Ohio received from a Medicare Program Safeguard Contractor (“PSC”) a request for records regarding 137 claims submitted by the subsidiary paid from January 2, 2008 through November 10, 2009 (the “Claim Period”) to determine whether the underlying services met pertinent Medicare payment requirements. Based on the PSC's findings for 114 of the claims, which were extrapolated to all claims for home health services provided by the Dayton subsidiary paid during the Claim Period, on March 9, 2011, the Medicare Administrative Contractor (“MAC”) for the subsidiary issued a notice of overpayment seeking recovery from our subsidiary of an alleged overpayment of approximately $5.6 million. We dispute these findings, and our Dayton subsidiary has filed appeals through the Original Medicare Standard Appeals Process, in which we are seeking to have those findings overturned. Most recently, a consolidated administrative law judge (“ALJ”) hearing was held in late March 2013. I n January 2014, the ALJ found fully in favor of our Dayton subsidiary on 74 appeals and partially in favor of our Day ton subsidiary on eight appeals. Taking into account the ALJ's decision, certain determinations that our Dayton subsidiary decided not to appeal as well as certain determinations made by the MAC, of the 114 claims that were originally extrapolated by the MAC, 76 claims have now been decided in favor of our Dayton subsidiary in full, 10 claims have been decided in favor of our Dayton subsidiary in part, and 28 claims have been decided against or not appealed by our Dayton subsidiary. The ALJ has ordered the MAC to recalculate the extrapolation amount based on the ALJ's decision. T he Medicare Appeals Council can decide on its own motion to review the ALJ's decisions. As of September 30, 2015 , we have recorded no liability with respect to the pending appeals as we do not believe that an estimate of a reasonably possible loss or range of loss can be made at this time. In July 2010, our subsidiary that provides hospice services in Florence, South Carolina received from a Zone Program Integrity Contractor (“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 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. Most recently, an ALJ hearing was held in early January 2015. No assurances can be given as to the timing or outcome of the ALJ 's decision . The current alleged extrapolated overpayment is $6.1 million. In the event we pay any amount of this alleged overpayment, we are indemnified by the prior owners of the hospice operations for amounts relating to the period prior to August 1, 2009. As of September 30, 2015 , we have recorded no liability for this claim as we do not believe that an estimate of a reasonably possible loss or range of loss can be made at this time . 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 a retention limit of $ 0.9 million, our workers' compensation insurance has a retention limit of $ 0.5 million and our professional liability insurance has a retention limit of $ 0.3 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 7 . Segment Information Our operations involve servicing patients through our two reportable business segments: home health and hospice. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from surgery, have a chronic disability or terminal illness or need assistance with the essential activities of daily living. Our hospice segment provides palliative care and comfort to terminally ill patients and their families. The “other” column in the following tables consist s of costs relating to corporate support functions that are not directly attributable to a specific segment. M anagement evaluates performance and allocates resources based on the operating income of the reportable segments, which includes an allocation of corporate expenses directly attribu table 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, 2015 Home Health Hospice Other Total Net service revenue $ 253.4 $ 73.0 $ 0.0 $ 326.4 Cost of service, excluding depreciation and amortization 150.0 36.8 0.0 186.8 General and administrative expenses 65.7 16.1 30.8 112.6 Provision for doubtful accounts 3.1 0.5 0.0 3.6 Depreciation and amortization 1.2 0.3 3.1 4.6 Asset impairment charge 0.0 0.0 2.1 2.1 Operating expenses 220.0 53.7 36.0 309.7 Operating income (loss) $ 33.4 $ 19.3 $ (36.0) $ 16.7 For the Three-Month Period Ended September 30, 2014 Home Health Hospice Other Total Net service revenue $ 237.2 $ 63.1 $ 0.0 $ 300.3 Cost of service, excluding depreciation and amortization 137.4 32.8 0.0 170.2 General and administrative expenses 63.1 14.1 26.0 103.2 Provision for doubtful accounts 4.1 0.1 0.0 4.2 Depreciation and amortization 2.1 0.5 3.9 6.5 Operating expenses 206.7 47.5 29.9 284.1 Operating income (loss) $ 30.5 $ 15.6 $ (29.9) $ 16.2 For the Nine-Month Period Ended September 30, 2015 Home Health Hospice Other Total Net service revenue $ 742.6 $ 199.6 $ 0.0 $ 942.2 Cost of service, excluding depreciation and amortization 431.0 102.4 0.0 533.4 General and administrative expenses 192.0 45.8 94.3 332.1 Provision for doubtful accounts 8.0 1.4 0.0 9.4 Depreciation and amortization 4.0 1.0 10.8 15.8 Asset impairment charge 0.0 0.0 77.3 77.3 Operating expenses 635.0 150.6 182.4 968.0 Operating income (loss) $ 107.6 $ 49.0 $ (182.4) $ (25.8) For the Nine-Month Period Ended September 30, 2014 Home Health Hospice Other Total Net service revenue $ 717.4 $ 186.6 $ 0.0 $ 904.0 Cost of service, excluding depreciation and amortization 420.7 99.0 0.0 519.7 General and administrative expenses 206.4 44.3 86.8 337.5 Provision for doubtful accounts 11.8 1.5 0.0 13.3 Depreciation and amortization 7.0 1.6 13.5 22.1 Asset impairment charge 1.2 1.0 0.0 2.2 Operating expenses 647.1 147.4 100.3 894.8 Operating income (loss) $ 70.3 $ 39.2 $ (100.3) $ 9.2 |
SHARE REPURCHASE PROGRAM
SHARE REPURCHASE PROGRAM | 9 Months Ended |
Sep. 30, 2015 | |
Equity | |
SHARE REPURCHASE PROGRAM | 8 . STOCK REPURCHASE PROGRAM On September 9, 2015, we announced that our Board of Directors authorized a stock repurchase program, under which we may repurchase up to $ 75 million of our outstanding common stock . Purchases may be made from time to time in open market transactions, block purchases or in private transactions in accordance with applicable federal securities laws and other legal requirements. We may enter into Rule 10b5-1 plans to effect some or all of the repurchases. The stock repurchase program is scheduled to expire on September 6, 2016. The timing and the amount of the repurchases , if any, 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. We did not repurchase any shares pursuant to this stock repurchase program du ring the three-month period ended September 30, 2015. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 9. SUBSEQUENT EVENT Merger Agreement with Infinity HomeCare On October 3 1 , 2015, we entered into a n Agreement and Plan of Merger (the “ Merger Agreement ”) pursuant to which we, through an indirect, wholly-owned subsidiary, would acquire all of the issued and outstanding membership interests of Infinity Home Care, L.L.C. by reverse-subsidiary merger for a purchase price of $ 63.0 million in cash, subject to certain customary purchase price adjustments for working capital, cash, indebtedness and transaction expenses . See Part II – Item 5 – Other Information for additional information regarding the Merger Agreement . Civil Investigative Demand Issued by the U.S. Department of Justice On November 3, 2015, we received a civil investigative demand (“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. See Part II – Item 5 – Other Information for additional information regarding the CID . |
NATURE OF OPERATIONS, CONSOLI15
NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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”). Our results of operations for the interim periods presented are not necessarily indicative of results of our operations for the entire year and have not been audited by our independent auditors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented. 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, 2014 as filed with the Securities and Exchange Commission (“SEC”) on March 4, 2015 (the “Form 10-K”), which includes information and disclosures not included herein. |
Use of Estimates | Use of Estimates Our accounting and reporting policies conform with U.S. G AAP . 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 materially differ from those estimates. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed c onsolidated 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 unaudited 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 . |
Equity Investments | Investments We consolidate investments when the entity is a variable interest entity 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 variable interest entity in which we are the primary beneficiary. The book value of investments that we accounted for under the equity method of accounting was $ 24.4 million as of September 30 , 201 5 , and $ 18 . 8 m illion as of December 31, 201 4 . We account for investments in entities in which we have less than a 20 % ownership interest under the cost method of accounting if we do not have the ability to exercise significant influence over the investee. The aggregate carrying amoun t of our cost method investment, which was sold during the three-month period ended June 30, 2015, was $ 5.0 million as of December 31, 201 4 . |
Revenue Recognition | Revenue Recognition We earn net service revenue through our home health and hospice care center s by providing a variety of services almost exclusively in the homes of our patients. This net service revenue is earned and billed either on an episode of care basis, on a per visit basis or on a daily basis depending upon the payment terms and conditions established with each payor for services provided. We refer to home health revenue earned and billed on a 60 -day episode of care as episodic-based revenue. When we record our service revenue, we record it net of estimated revenue adjustments and contractual adjustments to reflect amounts we estimate to be realizable for services provided, as discussed below. We believe, based on information currently available to us and based on our judgment, that changes to one or more factors that impact the accounting estimates (such as our estimates related to revenue adjustments, contractual adjustments and episodes in progress) we make in determining net service revenue, which changes are likely to occur from period to period, will not materially impact our reported consolidated financial condition, results of operations, cash flows or our future financial results. Home Health Revenue Recognition Medicare Revenue Net service revenue is recorded under the Medicare prospective payment system (“PPS”) based on a 60-day episode payment rate that is subject to adjustment 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 was fewer than five; (c) a partial payment if our patient transferred to another provider or we received a patient from another provider before completing the episode; (d) a payment adjustment based upon the level of therapy services required (with various incremental adjustments made for additional visits, with larger payment increases associated with the sixth, fourteenth and twentieth visit thresholds); (e) adjustments to payments if we are unable to perform periodic therapy assessments; (f) the number of episodes of care provided to a patient, regardless of whether the same home health provider provided care for the entire series of episodes; (g) changes in the base episode payments established by the Medicare Program; (h) adjustments to the base episode payments for case mix and geographic wages; and ( i ) recoveries of overpayments. In addition, we make adjustments to Medicare revenue if we find that we are unable to produce appropriate documentation of a face to face encounter between the patient and physician. We make adjustments to Medicare revenue to reflect differences between estimated and actual payment amounts, our discovered inability to obtain appropriate billing documentation or authorizations and other reasons unrelated to credit risk. 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 as an estimated revenue adjustment and a corresponding reduction to patient accounts receivable. Therefore, we believe that our reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered. In addition to revenue recognized on completed episodes, we also recognize a portion of revenue associated with episodes in progress. Episodes in progress are 60 -day episodes of care that begin during the reporting period, but were not completed as of the end of the period. We estimate this revenue on a monthly basis based upon historical trends. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and our estimate of the average percentage complete based on visits performed. As of September 30, 2015 and 2014 , the difference between the cash received from Medicare for a request for anticipated payment (“RAP”) on episodes in progress and the associated estimated revenue was immaterial and, therefore, the resulting credits were recorded as a reduction to our outstanding pa tient accounts receivable in our condensed consolidated balance sheets for such periods. Non-Medicare Revenue Episodic-based Revenue. We recognize revenue in a similar manner as we recognize Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms. Non-episodic b ased Revenue. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established or estimated per-visit rates, as applicable. Contractual 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 and are also recorded as a reduction to our outstanding patient accounts receivable. In addition, we receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment. Hospice Revenue Recognition Hospice Medicare Revenue Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are 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 accounts for 9 8 % and 96 % of our total net Medic are hospice service revenue for the three - month period s ended September 30 , 2015 , and 2014, respectively , and 98% of our total Medicare hospice service revenue for the nine - month periods ended September 30, 2015, and 2014 . We make adjustments to Medicare revenue for an inability to obtain appropriate billing documentation or acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these adjustments based on our historical experience, which primarily includes our historical collection rate on Medicare claims, and record it during the period services are rendered as an estimated revenue adjustment and as a reduction to our outstanding patient accounts receivable. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap for each provider number, we monitor these caps 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 other accrued liabilities. Beginning for the cap year ending October 31, 2014, providers are required to self-report and pay their estimated cap liability by March 31 st . We have settled our Medicare hospice reimbursements for all fiscal years through October 31, 20 12 as of December 31, 2014. During the three-month period ended September 30, 2015, we received notice of a cap reopening for the October 31, 2012 cap year for one of our providers and as a result, recorded an additional cap liability of less than $0.1 million. As of September 30 , 2015 , we have recorded $1.5 million for estimated amounts due back to Medicare in other accrued liabilities for the Federal cap years ended October 31, 2012 through October 31, 2015. As of December 31, 2014 , we have recorded $2.8 million for estimated amounts due back to Medicare in other accrued liabilities for the Federal cap years ended October 31, 201 3 through October 31, 2015. Hospice Non-Medicare Revenue We record gross revenue 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 adjustments are recorded for the difference between our established rates and the amounts estimated to be realizable from patients, third parties and others for services provided and are deducted from gross revenue to determine our net service revenue and patient accounts receiv able. |
Patient Accounts Receivable | Patient Accounts Receivable Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. There is no single payor , other than Medicare, that accounts for more than 10 % of our total outstanding patient receivables, and 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 fully reserve for accounts which are aged at 36 5 days or greater. 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 credit risk associated with our Medicare accounts, which represent 6 5 % and 6 9 % of our net patient accounts receivable at September 30 , 2015 and December 31, 2014 , 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 . Accordingly, we do not record an allowance for doubtful accounts for our Medicare patient accounts receivable, which are recorded at their net realizable value after recording estimated revenue adjustments as discussed above . During the three and nine - month perio ds ended September 30 , 2015, we recorded $ 1 . 5 million and $ 4.0 million, respectively, in estimated revenue adjustments to Medicare revenue as compared to $ 1 . 4 million and $ 4.1 million during the three and nine -month periods ended September 30, 2014, respectively. We believe there is a certain level of credit risk associated with non-Medicare payors . To provide for our non-Medicare patient accounts receivable that could become uncollectible in the future, we establish an allowance for doubtful accounts to reduce the carrying amount to its estimated net realizable value. Medicare Home Health For our home health patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We submit a RAP for 60 % of our estimated payment for the initial episode at the start of care or 50 % of the estimated payment for any subsequent episodes of care contiguous with the first episode for a particular patient. The full amount of the episode is billed after the episode has been completed (“final billed”). The RAP received for that particular episode is then deducted from our final payment. If a final bill is not submitted within the greater of 120 days from the start of the episode, or 60 days from the date the RAP was paid, any RAPs received for that episode will be recouped by Medicare from any other claims in process for that particular provider number. The RAP and final claim must then be resubmitted. Medicare Hospice For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services t hat we provide to our patients. Our Medicare billing begins with a process to ens ure that our billings are accurate through the utilization of an electronic Medicare claim review. Once each patient has been confirmed for eligibility, we will bill Medicare on a monthly basis for the services provided to the patient. Non-Medicare Home Health and Hospice 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. We estimate an allowance for doubtful accounts based upon our assessment of historical and expected net collections, business and economic conditions, trends in payment and an evaluation of collectability based upon the date that the service was provided. Based upon our best judgment, we believe the allowance for doubtful accounts adequately provides for accounts that will not be collected due to credit risk . |
Property Plant And Equipment | Property and Equipment Property and equipment is stated at cost and we depreciate it on a straight-line basis over the estimated useful lives of the assets. Additionally, we have internally developed c omputer software for our own use; s uch software de velopment costs are capitalized. Additions and improvements (including interest costs for construction of qualifying long-lived assets) are capitalized. Maintenance and repair expenses are charged to expense as incurred. The cost of property and equipment sold or disposed of and the related accumulated depreciation are eliminated from the property and related accumulated depreciation accounts, and any gain or loss is credited or charged to other general and administrative expenses. As of December 31, 2014, we had $ 74.7 million of internally developed software costs related to the development of AMS3 H ome H ealth . Additionally, we had $ 1.1 million of internally developed software costs related to the development of AMS3 Hospice. Expanded beta testing to additional sites in February of 2015 demonstrated that AMS3 was disruptive to operations. Additional analysis of the system determined that the system was not ready to be fully implemented and would require significant time and investment to redesign. Therefore, during the three - month period ended March 31, 2015, we made the decision to discontinue AMS3 and recorded a non-cash charge to write off the software costs incurred related to the development of AMS3 Home Health and Hospice . During the three-month period ended September 30, 2015, we commenced an active program to sell our corporate headquarters located in Baton Rouge, Louisiana. In accordance with U.S. GAAP, we have classified this asset as held for sale and reduced the carrying value of the asset to its estimated fair value less estimated costs to sell the asset ; no further depreciation expense for the asset will be recorded. As a result, we recorded a non-cash asset impairment charge of $2.1 million during the three-month period ended September 30, 2015 . The following table summarizes the balances related to our property and equipment for the periods indicated (amounts in millions): September 30, 2015 December 31, 2014 Land $ 0.0 $ 3.2 Building and leasehold improvements 2.1 25.3 Equipment and furniture 87.9 97.2 Computer software 91.9 158.2 181.9 283.9 Less: accumulated depreciation (140.4) (146.4) $ 41.5 $ 137.5 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 and accrued expenses , we estimate the carrying amounts' approximate fair value. As of September 30, 2015, the carrying value of our long-term debt approximates fair value as the interest rates approximate current rates. |
Weighted-Average Shares Outstanding | Weighted-Average Shares Outstanding Net income ( loss ) per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stoc k method, is based on the weighted average number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of the weighted-average shares outstanding, which are used to calc ulate our basic and diluted net income ( loss ) attributable to Amedisys, Inc. common stockholders (amounts in thousands): For the Three-Month Periods Ended September 30, For the Nine-Month Periods Ended September 30, 2015 2014 2015 2014 Weighted average number of shares outstanding - basic 33,128 32,468 32,957 32,194 Effect of dilutive securities: Stock options 57 0 0 0 Non-vested stock and stock units 446 466 0 496 Weighted average number of shares outstanding - diluted 33,631 32,934 32,957 32,690 Anti-dilutive securities 89 51 983 107 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the F inancial Accounting Standards Board (“F ASB ”) issued A ccounting Standards Update (“A SU ”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which requires an entity to recognize the amount of revenue for which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP . In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , to defer the effective date of the standard from January 1, 2017, to January 1, 2018, with an option that permit s companies to adopt the standard as early as the original effective date. The new ASU reflects the decisions reached by the FASB at its meeting in July 2015. Early applicatio n prior to the original e ffective date is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. T he Company is evaluating the effect that ASU 2014-09 and ASU 2015-14 will have on its consolidated financial statements and related disclosures , its transition method and the effect of the standard on its ongoing financial reporting. In April 2015, t he FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for annual and interim periods beginning on or after December 15, 2015 . As of September 30 , 2015, we ha ve $ 3.6 million of unamortized debt issuance costs that would be reclassified from a long-term asset to a reduction in the carrying amount of our debt. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Property Plant and Equipment | The following table summarizes the balances related to our property and equipment for the periods indicated (amounts in millions): September 30, 2015 December 31, 2014 Land $ 0.0 $ 3.2 Building and leasehold improvements 2.1 25.3 Equipment and furniture 87.9 97.2 Computer software 91.9 158.2 181.9 283.9 Less: accumulated depreciation (140.4) (146.4) $ 41.5 $ 137.5 |
Weighted-Average Shares Outstanding | For the Three-Month Periods Ended September 30, For the Nine-Month Periods Ended September 30, 2015 2014 2015 2014 Weighted average number of shares outstanding - basic 33,128 32,468 32,957 32,194 Effect of dilutive securities: Stock options 57 0 0 0 Non-vested stock and stock units 446 466 0 496 Weighted average number of shares outstanding - diluted 33,631 32,934 32,957 32,690 Anti-dilutive securities 89 51 983 107 |
DISONTINUED OPERATIONS AND ASSE
DISONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Net Revenues and Operating Results | Net revenues and operating results for the periods presented for those care centers classified as discontinued operations are as follows (dollars in millions): For the Three-Month Periods Ended September 30, For the Nine-Month Periods Ended September 30, 2015 2014 2015 2014 Net revenues $ 0.0 $ 0.0 $ 0.0 $ (0.3) Loss before income taxes 0.0 0.0 0.0 (0.3) Income tax benefit 0.0 0.0 0.0 0.1 Discontinued operations, net of tax $ 0.0 $ 0.0 $ 0.0 $ (0.2) |
LONG-TERM OBLIGATIONS (Tables)
LONG-TERM OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5. LONG-TERM OBLIGATIONS Long-term debt consisted of the following for the periods indicated (amounts in millions): September 30, 2015 December 31, 2014 $100.0 million Term Loan; principal payments plus accrued interest payable quarterly; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage (2.19% at September 30, 2015); due August 28, 2020 $ 100.0 $ 0.0 $60.0 million Term Loan; $3.0 million principal payments plus accrued interest payable quarterly; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage; due October 26, 2017 0.0 33.0 $120.0 million Revolving Credit Facility; interest only quarterly payments; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage; due October 26, 2017 0.0 15.0 $70.0 million Second Lien Loan; interest only quarterly payments; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage; due July 28, 2020 0.0 70.0 Discount on Second Lien Loan 0.0 (1.6) 100.0 116.4 Current portion of long-term obligations (3.7) (12.0) Total $ 96.3 $ 104.4 |
Commitment Fee Under Credit Facilities | Consolidated Leverage Ratio Margin for ABR Loans Margin for Eurodollar Loans Commitment Fee Letter of Credit Fee ≥ 2.75 to 1.0 2.00% 3.00% 0.40% 3.00% < 2.75 to 1.0 but ≥ 1.75 to 1.0 1.50% 2.50% 0.35% 2.50% < 1.75 to 1.0 but ≥ 0.75 to 1.0 1.00% 2.00% 0.30% 2.00% < 0.75 to 1.0 0.50% 1.50% 0.25% 1.50% |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Operating Income of Reportable Segments | For the Three-Month Period Ended September 30, 2015 Home Health Hospice Other Total Net service revenue $ 253.4 $ 73.0 $ 0.0 $ 326.4 Cost of service, excluding depreciation and amortization 150.0 36.8 0.0 186.8 General and administrative expenses 65.7 16.1 30.8 112.6 Provision for doubtful accounts 3.1 0.5 0.0 3.6 Depreciation and amortization 1.2 0.3 3.1 4.6 Asset impairment charge 0.0 0.0 2.1 2.1 Operating expenses 220.0 53.7 36.0 309.7 Operating income (loss) $ 33.4 $ 19.3 $ (36.0) $ 16.7 For the Three-Month Period Ended September 30, 2014 Home Health Hospice Other Total Net service revenue $ 237.2 $ 63.1 $ 0.0 $ 300.3 Cost of service, excluding depreciation and amortization 137.4 32.8 0.0 170.2 General and administrative expenses 63.1 14.1 26.0 103.2 Provision for doubtful accounts 4.1 0.1 0.0 4.2 Depreciation and amortization 2.1 0.5 3.9 6.5 Operating expenses 206.7 47.5 29.9 284.1 Operating income (loss) $ 30.5 $ 15.6 $ (29.9) $ 16.2 For the Nine-Month Period Ended September 30, 2015 Home Health Hospice Other Total Net service revenue $ 742.6 $ 199.6 $ 0.0 $ 942.2 Cost of service, excluding depreciation and amortization 431.0 102.4 0.0 533.4 General and administrative expenses 192.0 45.8 94.3 332.1 Provision for doubtful accounts 8.0 1.4 0.0 9.4 Depreciation and amortization 4.0 1.0 10.8 15.8 Asset impairment charge 0.0 0.0 77.3 77.3 Operating expenses 635.0 150.6 182.4 968.0 Operating income (loss) $ 107.6 $ 49.0 $ (182.4) $ (25.8) For the Nine-Month Period Ended September 30, 2014 Home Health Hospice Other Total Net service revenue $ 717.4 $ 186.6 $ 0.0 $ 904.0 Cost of service, excluding depreciation and amortization 420.7 99.0 0.0 519.7 General and administrative expenses 206.4 44.3 86.8 337.5 Provision for doubtful accounts 11.8 1.5 0.0 13.3 Depreciation and amortization 7.0 1.6 13.5 22.1 Asset impairment charge 1.2 1.0 0.0 2.2 Operating expenses 647.1 147.4 100.3 894.8 Operating income (loss) $ 70.3 $ 39.2 $ (100.3) $ 9.2 |
Nature of Operations Consolidat
Nature of Operations Consolidation and Presentation of Financial Statements - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)AgenciesStates | Sep. 30, 2014 | Sep. 30, 2015USD ($)AgenciesStates | Sep. 30, 2014 | Dec. 31, 2014USD ($) | |
Organization And Nature Of Operations [Line Items] | |||||
Percent Of Net Services Revenue Provided By Medicare | 79.00% | 81.00% | 80.00% | 82.00% | |
Number Of States With Facilities | States | 34 | 34 | |||
Minimum percent ownership for controlling interest percent | 50.00% | 50.00% | |||
Equity Method Investment Aggregate Cost | $ 24.4 | $ 24.4 | $ 18.8 | ||
Cost Method Investments | $ 0 | $ 0 | $ 5 | ||
Maximum Percent Ownership For Equity Method Percent | 50.00% | 50.00% | |||
Maximum Percent Ownership For Cost Method Percent | 20.00% | 20.00% | |||
Home Health [Member] | |||||
Organization And Nature Of Operations [Line Items] | |||||
Operating Care Centers | Agencies | 314 | 314 | |||
Hospice [Member] | |||||
Organization And Nature Of Operations [Line Items] | |||||
Operating Care Centers | Agencies | 79 | 79 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Aug. 28, 2015USD ($) | Sep. 30, 2015USD ($)DNumber_of_Visits | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||
Episode of care as episodic-based revenue, days | D | 60 | |||||
Percentage of total reimbursement of outlier payment | 10.00% | |||||
Low utilization payment adjustment, maximum number of visits | Number_of_Visits | 5 | |||||
First threshold of therapy services required, visits | Number_of_Visits | 6 | |||||
Second threshold of services required, visits | Number_of_Visits | 14 | |||||
Third threshold of therapy services required, visits | Number_of_Visits | 20 | |||||
Historical collection rate from Medicare | 99.00% | |||||
Episodes in progress that begin during reporting period, days | D | 60 | |||||
Hospice Medicare revenue rate accounted for routine care | 98.00% | 96.00% | 98.00% | 98.00% | ||
Percentage of patient receivables outstanding | 10.00% | |||||
Minimum days for accounts receivable outstanding to be fully reserved | D | 365 | |||||
Portion of accounts receivable derived from Medicare | 65.00% | 69.00% | ||||
Revenue adjustment to Medicare revenue | $ 1,500 | $ 1,400 | $ 4,000 | $ 4,100 | ||
Rate of request for anticipated payment submitted for the initial episode of care | 60.00% | |||||
Rate of request for anticipated payment submitted for subsequent episodes of care | 50.00% | |||||
Maximum days to submit final bill from the start of episode | D | 120 | |||||
Maximum days to submit final bill from the date the request for anticipated payment was paid | D | 60 | |||||
Asset Impairment Charges | 2,075 | 0 | $ 77,268 | 2,208 | ||
Debt Issuance Costs [Line Items] | ||||||
Write-off of deferred debt issuance cost | $ 2,500 | |||||
Deferred debt issuance cost | $ 2,400 | |||||
Unamortized debt issuance costs | 3,600 | 3,600 | ||||
Home Health [Member] | ||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||
Asset Impairment Charges | 0 | 0 | 0 | 1,200 | ||
Property Plant And Equipment [Line Items] | ||||||
Internally developed computer software | $ 74,700 | |||||
Hospice [Member] | ||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||
Asset Impairment Charges | 0 | $ 0 | 0 | $ 1,000 | ||
Property Plant And Equipment [Line Items] | ||||||
Internally developed computer software | 1,100 | |||||
Cap Year Two Thousand Thirteen Through Two Thousand Fifteen [Member] | ||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||
Estimated amounts due back to Medicare | $ 2,800 | |||||
Cap Year Two Thousand Twelve Through Two Thousand Fifteen [Member] | ||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||
Estimated amounts due back to Medicare | 1,500 | 1,500 | ||||
Cap Year Ended Two Thousand Twelve [Member] | ||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||
Estimated amounts due back to Medicare | $ 100 | $ 100 |
Schedule of Balances Related to
Schedule of Balances Related to Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Abstract] | ||
Land | $ 0 | $ 3,200 |
Building and leasehold improvements | 2,100 | 25,300 |
Equipment and furniture | 87,900 | 97,200 |
Computer software | 91,900 | 158,200 |
Property and Equipment, Gross | 181,900 | 283,900 |
Less accumulated depreciation | (140,363) | (146,438) |
Property and equipment, net | $ 41,485 | $ 137,455 |
Schedule of Weighted Average Sh
Schedule of Weighted Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Weighted average number of shares outstanding - basic | 33,128 | 32,468 | 32,957 | 32,194 |
Stock options | 57 | 0 | 0 | 0 |
Non-vested stock and stock units | 446 | 466 | 0 | 496 |
Weighted average number of shares outstanding - diluted | 33,631 | 32,934 | 32,957 | 32,690 |
Anti-dilutive securities | 89 | 51 | 983 | 107 |
Acquisitions (Detail)
Acquisitions (Detail) $ in Millions | 7 Months Ended | 10 Months Ended |
Jul. 24, 2015USD ($)Agencies | Oct. 31, 2015USD ($) | |
Florida [Member] | ||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||
Acquisition, total purchase price | $ 63 | |
Tennessee [Member] | Hospice [Member] | ||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||
Acquisition, total purchase price | $ 5.8 | |
Acquisition, number of care centers acquired | Agencies | 1 | |
Acquisition, other intangibles recorded | $ 0.3 | |
Acquisition, goodwill | $ 5.5 |
Discontinued Operations and A25
Discontinued Operations and Assets Held For Sale - Additional Information (Detail) - Agencies | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Home Health [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of care centers included in discontinued operations | 32 | 3 |
Hospice [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of care centers included in discontinued operations | 1 |
Schedule of Net Revenues and Op
Schedule of Net Revenues and Operating Results (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operation, Additional Disclosures [Abstract] | ||||
Net revenues | $ 0 | $ 0 | $ 0 | $ (300) |
Income (loss) before income taxes | 0 | 0 | 0 | (300) |
Income tax benefit | 0 | 0 | 0 | 100 |
Discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ (216) |
Long Term Debt (Detail)
Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 100,000 | $ 116,400 |
Current portion of long-term obligations | (3,750) | (12,000) |
Total | 96,300 | 104,400 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 0 | 33,000 |
Revolving Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 0 | 15,000 |
Second Lien Credit Agreement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 0 | 70,000 |
Discount on long-term debt | 0 | (1,600) |
One Hundred Million Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 100,000 | $ 0 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($)Installment | Aug. 28, 2015USD ($) | Sep. 30, 2015USD ($)Installment | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||
Total leverage ratio | 1 | 1 | ||
Fixed charge coverage ratio | 3.2 | 3.2 | ||
Credit facility, maximum borrowing capacity | $ 300,000,000 | |||
Deferred debt issuance cost | 2,400,000 | |||
Long-term debt including current portion | $ 100,000,000 | $ 100,000,000 | $ 116,400,000 | |
Write Off Of Deferred Debt Issuance Cost | 2,500,000 | |||
One Month [Member] | ||||
Debt Instrument [Line Items] | ||||
Eurodollar deposits interest period | 1 month | |||
Two Month [Member] | ||||
Debt Instrument [Line Items] | ||||
Eurodollar deposits interest period | 2 months | |||
Three Month [Member] | ||||
Debt Instrument [Line Items] | ||||
Eurodollar deposits interest period | 3 months | |||
Six Month [Member] | ||||
Debt Instrument [Line Items] | ||||
Eurodollar deposits interest period | 6 months | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 60,000,000 | 27,000,000 | $ 60,000,000 | |
Maturity date | Oct. 26, 2017 | |||
Debt Instrument Periodic Payment Principal | $ 3,000,000 | |||
Long-term debt including current portion | 0 | 0 | 33,000,000 | |
Revolving Credit Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 120,000,000 | $ 120,000,000 | ||
Maturity date | Oct. 26, 2017 | |||
Long-term debt including current portion | 0 | $ 0 | 15,000,000 | |
Swing Line Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount of Revolving Credit Facility | 25,000,000 | |||
Letter Of Credit | ||||
Debt Instrument [Line Items] | ||||
Amount of Revolving Credit Facility | 50,000,000 | |||
Second Lien Credit Agreement Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 70,000,000 | 70,000,000 | $ 70,000,000 | |
Maturity date | Jul. 28, 2020 | |||
Long-term debt including current portion | $ 0 | $ 0 | 70,000,000 | |
Call Premium Payment | 700,000 | |||
Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, additional interest rate over Federal Funds rate | 0.50% | |||
Credit Facility, additional interest rate over Eurodollar Rate | 1.00% | |||
Credit Facility, applicable margin on Base Rate Advances | 1.00% | |||
Credit Facility, applicable margin on Eurodollar Rate Advances | 2.00% | |||
Percentage of consolidated revenue and adjusted EBITDA that guarantor wholly-owned subsidiaries represent | 95.00% | |||
Percentage of adjusted EBITDA that guarantor subsidiaries represent | 70.00% | |||
One Hundred Million Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Weighted Average Interest Rate | 2.20% | |||
Principal amount | $ 100,000,000 | $ 100,000,000 | ||
Credit facility, maximum borrowing capacity | 100,000,000 | |||
Maturity date | Aug. 28, 2020 | |||
Debt instrument, number of quarterly installments | Installment | 18 | 18 | ||
Long-term debt including current portion | $ 100,000,000 | $ 100,000,000 | $ 0 | |
One Hundred Million Term Loan [Member] | First Eight Quarterly Payments [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, number of quarterly installments | Installment | 8 | 8 | ||
Debt Instrument Periodic Payment Principal | $ 1,250,000 | |||
One Hundred Million Term Loan [Member] | Second Eight Quarterly Payments [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, number of quarterly installments | Installment | 8 | 8 | ||
Debt Instrument Periodic Payment Principal | $ 2,500,000 | |||
One Hundred Million Term Loan [Member] | Final Two Quarterly Payments [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, number of quarterly installments | Installment | 2 | 2 | ||
Debt Instrument Periodic Payment Principal | $ 3,100,000 | |||
Two Hundred Million Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Availability under the revolving credit facility | $ 179,000,000 | 179,000,000 | ||
Outstanding letters of credit | $ 21,000,000 | $ 21,000,000 | ||
Amount of Revolving Credit Facility | 200,000,000 | |||
Credit facility, maximum additional borrowing capacity | $ 150,000,000 |
Long Term Debt (Parenthetical)
Long Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Aug. 28, 2015 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 60 | $ 27 |
Maturity date | Oct. 26, 2017 | |
Debt Instrument Periodic Payment Principal | $ 3 | |
Revolving Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 120 | |
Maturity date | Oct. 26, 2017 | |
Second Lien Credit Agreement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 70 | $ 70 |
Maturity date | Jul. 28, 2020 | |
One Hundred Million Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 100 | |
Eurodollar Rate plus the applicable percentage | 2.19% | |
Maturity date | Aug. 28, 2020 |
Commitment Fee Under Credit Fac
Commitment Fee Under Credit Facilities (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Range One [Member] | |
Line of Credit Facility [Line Items] | |
Commitment Fee | 0.40% |
Letter of Credit Fee | 3.00% |
Range One [Member] | Abr Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 2.00% |
Range One [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 3.00% |
Range Two [Member] | |
Line of Credit Facility [Line Items] | |
Commitment Fee | 0.35% |
Letter of Credit Fee | 2.50% |
Range Two [Member] | Abr Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 1.50% |
Range Two [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 2.50% |
Range Three [Member] | |
Line of Credit Facility [Line Items] | |
Commitment Fee | 0.30% |
Letter of Credit Fee | 2.00% |
Range Three [Member] | Abr Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 1.00% |
Range Three [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 2.00% |
Range Four [Member] | |
Line of Credit Facility [Line Items] | |
Commitment Fee | 0.25% |
Letter of Credit Fee | 1.50% |
Range Four [Member] | Abr Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 0.50% |
Range Four [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Margin on Loans | 1.50% |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | Mar. 02, 2015ComputersPatientsResidents | Apr. 30, 2014Agencies | Jan. 31, 2014Claims | Mar. 09, 2011USD ($)Claims | Sep. 30, 2015USD ($)States | Jun. 10, 2015USD ($) | May. 21, 2015 | Jun. 06, 2011USD ($)Beneficiary | Jul. 25, 2012Employee | Sep. 13, 2012Employee | Sep. 30, 2015USD ($)States | Nov. 10, 2009Claims | Mar. 31, 2010Beneficiary |
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Health insurance retention limit | $ | $ 900,000 | ||||||||||||
Workers' compensation insurance retention limit | $ | 500,000 | ||||||||||||
Professional liability insurance retention limit | $ | $ 300,000 | ||||||||||||
Corporate Integrity Agreement Term | 5 years | ||||||||||||
Number Of States With Facilities | States | 34 | 34 | |||||||||||
Wage and Hour Litigation [Member] | Illinois [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of former employees who filled a putative collective and class action complaint | Employee | 1 | ||||||||||||
Wage and Hour Litigation [Member] | Connecticut [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of former employees who filled a putative collective and class action complaint | Employee | 3 | ||||||||||||
Loss Contingency, Settlement Agreement, Consideration | $ | $ 8,000,000 | ||||||||||||
Loss Contingency Accrual, at Carrying Value | $ | $ 8,000,000 | $ 8,000,000 | |||||||||||
Computer Inventory And Data Security Reporting [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of Individuals With Information on Missing Devices | Patients | 6,909 | ||||||||||||
Number of Missing Computers and Laptops | Computers | 142 | ||||||||||||
Threshold of Individuals in Data Breach | Residents | 500 | ||||||||||||
Percentage Of Company Devices Used | 0.30% | ||||||||||||
Computer Inventory And Data Security Reporting [Member] | Minimum [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Year of Departure | 2,011 | ||||||||||||
Computer Inventory And Data Security Reporting [Member] | Maximum [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Year of Departure | 2,014 | ||||||||||||
Home Health [Member] | Ohio [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of claims submitted by subsidiary | 137 | ||||||||||||
Home Health [Member] | Extrapolated [Member] | Ohio [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of claims submitted by subsidiary | 114 | ||||||||||||
Recovery amount of the overpayment made to the subsidiary | $ | $ 5,600,000 | ||||||||||||
Home Health [Member] | Unfavorable [Member] | Ohio [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of claims submitted by subsidiary | 28 | ||||||||||||
Home Health [Member] | Favorable In Full [Member] | Ohio [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of claims submitted by subsidiary | 76 | ||||||||||||
Number of claims appealed | 74 | ||||||||||||
Home Health [Member] | Favorable In Part [Member] | Ohio [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of claims submitted by subsidiary | 10 | ||||||||||||
Number of claims appealed | 8 | ||||||||||||
Home Health [Member] | Frontier Litigation [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number Of Care Centers Sold | Agencies | 5 | ||||||||||||
Hospice [Member] | South Carolina [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of beneficiaries | Beneficiary | 30 | ||||||||||||
Hospice [Member] | Extrapolated [Member] | South Carolina [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Recovery amount of the overpayment made to the subsidiary | $ | $ 6,100,000 | ||||||||||||
Number of beneficiaries | Beneficiary | 16 | ||||||||||||
Hospice [Member] | Frontier Litigation [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number Of Care Centers Sold | Agencies | 4 | ||||||||||||
Hospice [Member] | US Department of Justice [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Number of patients | 53 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segments | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Operating Income of Reportable
Operating Income of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net service revenue | $ 326,450 | $ 300,281 | $ 942,174 | $ 904,026 |
Cost of service, excluding depreciation and amortization | 186,772 | 170,159 | 533,432 | 519,686 |
General and administrative expenses | 112,600 | 103,200 | 332,100 | 337,500 |
Provision for doubtful accounts | 3,638 | 4,183 | 9,370 | 13,318 |
Depreciation and amortization | 4,646 | 6,515 | 15,798 | 22,109 |
Asset impairment charge | 2,075 | 0 | 77,268 | 2,208 |
Operating expenses | 309,735 | 284,033 | 968,036 | 894,790 |
Operating income (loss) | 16,715 | 16,248 | (25,862) | 9,236 |
Home Health [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 253,400 | 237,200 | 742,600 | 717,400 |
Cost of service, excluding depreciation and amortization | 150,000 | 137,400 | 431,000 | 420,700 |
General and administrative expenses | 65,700 | 63,100 | 192,000 | 206,400 |
Provision for doubtful accounts | 3,100 | 4,100 | 8,000 | 11,800 |
Depreciation and amortization | 1,200 | 2,100 | 4,000 | 7,000 |
Asset impairment charge | 0 | 0 | 0 | 1,200 |
Operating expenses | 220,000 | 206,700 | 635,000 | 647,100 |
Operating income (loss) | 33,400 | 30,500 | 107,600 | 70,300 |
Hospice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 73,000 | 63,100 | 199,600 | 186,600 |
Cost of service, excluding depreciation and amortization | 36,800 | 32,800 | 102,400 | 99,000 |
General and administrative expenses | 16,100 | 14,100 | 45,800 | 44,300 |
Provision for doubtful accounts | 500 | 100 | 1,400 | 1,500 |
Depreciation and amortization | 300 | 500 | 1,000 | 1,600 |
Asset impairment charge | 0 | 0 | 0 | 1,000 |
Operating expenses | 53,700 | 47,500 | 150,600 | 147,400 |
Operating income (loss) | 19,300 | 15,600 | 49,000 | 39,200 |
All Other Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net service revenue | 0 | 0 | 0 | 0 |
Cost of service, excluding depreciation and amortization | 0 | 0 | 0 | 0 |
General and administrative expenses | 30,800 | 26,000 | 94,300 | 86,800 |
Provision for doubtful accounts | 0 | 0 | 0 | 0 |
Depreciation and amortization | 3,100 | 3,900 | 10,800 | 13,500 |
Asset impairment charge | 2,100 | 0 | 77,300 | 0 |
Operating expenses | 36,000 | 29,900 | 182,400 | 100,300 |
Operating income (loss) | $ (36,000) | $ (29,900) | $ (182,400) | $ (100,300) |
Share Repurchase Program (Detai
Share Repurchase Program (Detail) $ in Millions | Sep. 09, 2015USD ($) |
Equity | |
Share Repurchase Program authorized amount | $ 75 |
Subsequent Event (Detail)
Subsequent Event (Detail) $ in Millions | 10 Months Ended |
Oct. 31, 2015USD ($) | |
Florida [Member] | |
Subsequent Event [Line Items] | |
Acquisition, total purchase price | $ 63 |