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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
- --------------------------------------------------------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission file number: 0-24260
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AMEDISYS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 11-3131700
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3029 S. Sherwood Forest Blvd., Ste. 300 Baton Rouge, LA 70816
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(Address of principal executive offices including zip code)
(225) 292-2031
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(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of Common Stock outstanding as of March 31, 2000: 3,202,846
shares
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<TABLE>
<S> <C> <C>
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 .................... 3
Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999 .. 4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999 .. 5
Notes to Consolidated Financial Statements ................................................ 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..... 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS ............................... 15
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ......................................................................... 15
ITEM 2. CHANGES IN SECURITIES ..................................................................... 15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ........................................................... 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ....................................... 15
ITEM 5. OTHER INFORMATION ......................................................................... 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................................................... 16
</TABLE>
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AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of March 31, 2000 and December 30, 1999
(Unaudited, Dollar Amounts in 000's)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and Cash Equivalents $ 1,267 $ 1,425
Accounts Receivable, Net of Allowance for Doubtful
Accounts of $2,711 in March 2000 and $2,199 in
December 1999 10,097 11,426
Prepaid Expenses 364 319
Inventory and Other Current Assets 561 487
Current Assets Held for Sale 1,060 1,182
-------------- --------------
Total Current Assets 13,349 14,839
Property and Equipment, net 3,325 3,439
Other Assets, net 19,377 19,544
Long-term Assets Held for Sale 4,071 4,262
-------------- --------------
Total Assets $ 40,122 $ 42,084
============== ==============
CURRENT LIABILITIES:
Accounts Payable $ 4,973 $ 4,739
Accrued Expenses:
Payroll and Payroll Taxes 6,971 6,240
Insurance 243 660
Income Taxes 441 437
Other 4,583 3,552
Notes Payable 2,379 4,917
Long-term Debt Classified as Current 15,792 15,461
Notes Payable to Related Parties 10 10
Current Portion of Long-term Debt 2,249 2,325
Current Portion of Obligations under Capital Leases 490 402
Deferred Revenue 2,119 2,119
Current Liabilities Held for Sale 711 806
-------------- --------------
Total Current Liabilities 40,961 41,668
Long-term Debt 2,876 2,206
Deferred Revenue 5,473 6,003
Obligations under Capital Leases 154 211
Other Long-term Liabilities 826 826
Long-term Liabilities Held for Sale 1,080 1,275
-------------- --------------
Total Liabilities 51,370 52,189
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Minority Interest 156 81
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STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 3 3
Preferred Stock (750,000 Shares) 1 1
Additional Paid-in Capital 12,277 12,203
Treasury Stock (4,667 Shares of Common Stock) (25) (25)
Retained Earnings (Deficit) (23,660) (22,368)
-------------- --------------
Total Stockholders' Equity (Deficit) (11,404) (10,186)
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Total Liabilities and Stockholders' Equity $ 40,122 $ 42,084
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
3
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AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended March 31, 2000 and 1999
(Unaudited, Dollar Amounts in 000's)
<TABLE>
<CAPTION>
For the three months ended
------------------------------------
MARCH 31, 2000 MARCH 31, 1999
(Restated)
<S> <C> <C>
Income:
Service revenue $ 23,418 $ 25,057
Cost of service revenue 11,361 12,565
--------------- ---------------
Gross margin 12,057 12,492
General and administrative expenses:
Salaries and benefits 7,864 7,801
Other 5,009 5,870
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Total general and administrative expenses 12,873 13,671
Operating (loss) (816) (1,179)
Other income and expense:
Interest income 26 19
Interest expense (621) (645)
Other income/(expense), net 49 114
--------------- ---------------
Total other income and expense (546) (512)
Net (loss) before discontinued operations (1,362) (1,878)
Income (loss) from discontinued operations, net of income taxes 71 (807)
--------------- ---------------
Net (loss) $ (1,292) $ (2,498)
=============== ===============
Weighted average common shares outstanding 3,203 3,086
Basic (loss) per common share:
Net (loss) before discontinued operations $ (0.42) $ (0.61)
Income (loss) from discontinued operations, net of income taxes 0.02 (0.20)
--------------- ---------------
Net (loss) $ (0.40) $ (0.81)
=============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
4
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AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended March 31, 2000 and 1999
(Unaudited, Dollar Amounts in 000's)
<TABLE>
<CAPTION>
For the three months ended
------------------------------------
MARCH 31, 2000 MARCH 31, 1999
(Restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (1,292) $ (2,498)
Adjustments to reconcile net (loss) to net cash provided (used)
by operating activities:
Depreciation and Amortization 642 814
Provision for bad debts 587 527
Deferred revenue (530) (530)
(Gain) on disposal of Company assets -- (100)
(Gain) on sale of Company operations -- (35)
Minority interest -- (7)
Changes in assets and liabilities:
Decrease in cash included in assets held for sale 108 185
(Increase) decrease in accounts receivable 746 (6,289)
(Increase) in inventory and other current assets (110) (141)
(Increase) decrease in other assets (225) 119
Increase (decrease) in accounts payable 277 (20)
Increase (decrease) in accrued expenses 1,348 (45)
--------------- ---------------
Net cash provided (used) by operating activities 1,551 (8,020)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment 93 --
Purchase of property, plant and equipment (38) (115)
Proceeds from sale of Company operations -- 100
Minority interest investment in subsidiary 76 --
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Net cash provided (used) by investing activities 131 (15)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit agreements (2,589) 9,957
Proceeds from issuance of notes payable 1,000 300
Payments on notes payable and capital leases (582) (234)
Deferred interest expense 331 304
Decrease in notes receivable - related parties -- 89
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Net cash provided (used) by financing activities (1,840) 10,416
--------------- ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (158) 2,381
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,425 387
--------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,267 $ 2,768
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 325 $ 112
=============== ===============
Income taxes $ -- $ --
=============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
5
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AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
Amedisys, Inc., a Delaware corporation ("Amedisys" or "the Company"),
is a leading multi-state provider of home health care nursing services. The
Company operates 50 home care nursing offices, 3 ambulatory surgery centers, 4
home infusion therapy locations, and 2 corporate offices in the southern and
southeastern United States.
At March 31, 2000, the Company had negative working capital of
$27,612,000 and a stockholders' equity deficit of $11,404,000. The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. The Company experienced losses from operations thus far in
2000 and during 1999 and 1998. These matters, among others, raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability or
classification of asset carrying amount or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern. The Company's strategy to offset ongoing negative cash flows from
continuing operations includes divesting its non-core assets, including three
ambulatory surgery centers (see Subsequent Events footnote) and four infusion
therapy sites. The Company is currently in various stages of divesting these
assets and anticipates, based on estimates of current market values for these
assets and the purchase price of a transaction completed subsequent to March 31,
2000 (see Subsequent Events footnote), to generate in excess of $7.3 million
cash (subject to the release of certain restrictions on indebtedness and
dispositions of assets imposed under the note agreement executed between the
Company and Columbia/HCA Healthcare Corporation ("Columbia/HCA")). For the 1999
divestitures, Columbia/HCA allowed sales to occur without requiring the net cash
proceeds from the sales to be applied towards the note payable, however, there
can be no assurances that it will do so in the future (see Long-term Debt
Classified as Current footnote). If all applicable waivers and consents under
the Columbia/HCA note agreement are obtained, the cash generated from the sales
will be used to offset the operating cash deficits which are anticipated through
the first three quarters of 2000. The Company believes that the implementation
of the Prospective Payment System ("PPS") on October 1, 2000 will allow the
Company to generate positive cash flow from operations beginning in the fourth
quarter of 2000.
In the opinion of management of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting solely of
normal recurring adjustments) necessary to present fairly the financial position
at March 31, 2000 and the results of operations and cash flows for the three
months ended March 31, 2000 and 1999. The results of operations for the interim
periods are not necessarily indicative of results of operations for the entire
year. These interim consolidated financial statements should be read in
conjunction with the Company's annual financial statements and related notes in
the Company's Form 10-K.
Certain amounts previously reported in the 1999 interim unaudited
financial statements have been reclassified as discontinued operations due to
the implementation of a formal plan by the Company in the third quarter of 1999
to sell all of its interests in its outpatient surgery and infusion therapy
divisions and the reclassification of program fees related to the National
Century Financial Enterprises, Inc. ("NCFE") line of credit from other general
and administrative expenses to interest expense to conform to the 2000
presentation.
2. EARNINGS PER SHARE
Basic net income (loss) per share of common stock is calculated by
dividing net income (loss) applicable to common stock by the weighted-average
number of common shares outstanding during the period. Diluted net income (loss)
per share is not presented as stock options and convertible securities
outstanding (equivalent to 3,366,711 and 2,742,233 shares of common stock at
March 31, 2000 and March 31, 1999, respectively) during the periods presented
were not dilutive.
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3. MEDICARE REIMBURSEMENT REDUCTIONS AND RELATED RESTRUCTURING
The Company derived approximately 92% of its revenues from continuing
operations from the Medicare system for the quarter ended March 31, 2000. In
1997, Congress approved the Balanced Budget Act ("BBA"), which established an
Interim Payment System ("IPS") that provided for the lowering of reimbursement
limits for home health visits until PPS is implemented on October 1, 2000. For
cost reporting periods beginning on or after October 1, 1997, Medicare
reimbursed home health agencies' cost limits were determined as the lesser of
(i) their actual costs, (ii) per visit cost limits based on 105% of national
median costs of freestanding home health agencies, or (iii) a per beneficiary
limit determined for each specific agency based on whether the agency was an
"old" or "new" provider. An old provider was defined as an agency which existed
for a twelve month cost report period ending in Federal FY 1994. The Company
currently has agencies that qualify as "old" providers and agencies that qualify
as "new" providers under the new guidelines. An old provider per beneficiary
limit is based on 75% of 98% of the 1994 agency cost adjusted for inflation,
plus 25% of 98% of a regional average as determined by Health Care Financing
Administration ("HCFA"). A new provider per beneficiary limit was based on a
national average, as determined by HCFA, adjusted for regional labor costs. The
schedule of per visit limits for cost reporting periods ended on or after
October 1, 1997 was published by HCFA in January, 1998 and the schedule of
per-beneficiary limits for cost reporting periods beginning on or after October
1, 1997 was published in March, 1998, by HCFA. The new IPS cost limits apply to
the Company for the cost reporting periods beginning January 1, 1998 and will
remain in effect until the implementation of PPS, on October 1, 2000.
As a result of these reimbursement changes, a significant
restructuring effort by the Company was completed during 1998, resulting in
office reorganizations, consolidations, and closures as it transitioned to IPS.
After the acquisition of certain home health care agencies from Columbia/HCA in
November and December, 1998, a similar restructuring effort was implemented
during 1999 in an overall effort to reduce costs and improve efficiencies, while
maintaining the same high quality of patient care.
In October 1999, HCFA issued proposed regulations for PPS which will be
effective for all Medicare-certified home health agencies on October 1, 2000.
The proposed regulations establish payments based on episodes of care. An
episode is defined as a length of care up to sixty days with multiple continuous
episodes allowed under the rule. A standard episode payment has been established
at $2,037 per episode, to be adjusted by a case mix adjuster and the applicable
geographic wage index. Episode payments will be made to providers regardless of
the cost to provide care. Consequently, the Company expects that home health
agencies will have the opportunity to become profitable under this system.
However, there can be no assurances that Medicare reimbursement laws, rules and
regulations will not be interpreted or modified in the future in a manner
adverse to the Company's business and future plans. The final PPS regulations
are expected to be released in July, 2000.
As the home care industry faces continued changes in reimbursement
structure, Amedisys is committed to improving and streamlining systems and
taking appropriate actions to offset these changes, creating a company focused
on offering low-cost, outcome driven care to patients in their homes.
4. DISPOSITIONS
On January 1, 1999, the Company sold all of the issued and outstanding
stock of Amedisys Durable Medical Equipment, Inc. d/b/a Care Medical and
Mobility ("ADME") to Ace Drug Medical Equipment, Inc. ("ACE"), a Texas
corporation. ACE acquired substantially all of the assets and liabilities of
ADME. The sales price was $672,385 of which $100,000 was paid at closing;
$418,318 is payable pursuant to a two year note in eight quarterly payments of
principal and interest. Total principal and interest payments due to the Company
as of May 15, 2000 totaled $458,256. As of May 15, 2000, these payments had not
been received by the Company. As a result, the Company has fully reserved for
these past due payments as of December 31, 1999 and March 31, 2000. This
disposition did not have a material effect on net revenues or income of the
Company.
7
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5. DISCONTINUED OPERATIONS
In August 1999, the Company adopted a formal plan to sell all of its
interests in its outpatient surgery and infusion therapy divisions. The
Company's strategic plan is to become a focused home health nursing company.
Effective September 1, 1999, the Company, by an Asset Purchase
Agreement, sold certain assets, subject to the assumption of certain
liabilities, of its wholly-owned subsidiary, Amedisys Surgery Centers, LC
("ASC"), to United Surgical Partners International, Inc. ("USP"). The assets and
liabilities sold related to two free-standing outpatient surgery centers
operated by ASC, Amedisys Surgery Center of Pasadena and Amedisys Surgery Center
of South Houston (the "Surgery Centers"). The assets of the Surgery Centers were
acquired by two Texas Limited Partnerships organized by USP and its wholly-owned
subsidiaries. The Company and its affiliates had no material relationship with
USP prior to this transaction. In consideration for the assets of the Surgery
Centers, ASC received $11,000,000, determined using a multiple of earnings
before interest, taxes, depreciation, and amortization (EBITDA). At closing,
$10,562,000 was paid immediately to the Company with a three-month $300,000 note
receivable due in monthly installments of $100,000 plus interest at an effective
interest rate of 10%. The Company has received payments of $205,000 on this note
receivable and, as a result of the final sale adjustments, has offset the
remaining balance against the gain recorded. In addition to cash considerations,
USP agreed to pay off certain creditors of ASC for debts related to the Surgery
Centers of $1,101,083. The Company recorded a pre-tax gain of $9,417,000 as a
result of this transaction in the quarter ended September 30, 1999. The Company
filed a Current Report on Form 8-K with the Securities and Exchange Commission
("SEC") on September 15, 1999 with regard to this transaction.
Effective September 1, 1999, the Company sold 19.02 units of its 42
units (each unit represents a 1% interest) in East Houston Surgery Center, Ltd.
and EHSC Management Company, LLC to thirteen physician investors for $180,000
cash. The Company recorded a pre-tax loss of $77,000 relating to the sale in the
quarter ended September 30, 1999.
Effective December 1, 1999, ASC, by a Membership Interest Purchase
Agreement, sold all of its 67% membership interest in West Texas Ambulatory
Surgery Center, LLC to U.S. Orthopedics Texas, LLC. ASC also assigned all of its
rights under a certain management agreement to U.S. Orthopedics, Inc. At
closing, ASC received $783,333 representing the purchase price for the
membership interest and ASC's share of the assignment of the management
agreement. ASC has agreed to a five-year non-compete covenant. The Company
recorded a pre-tax gain of $324,000 as a result of this transaction in the
quarter ended December 31, 1999.
Summarized financial information for the discontinued operations is as
follows (in 000's):
<TABLE>
<CAPTION>
For the three months ended
-----------------------------------
March 31, 2000 March 31, 1999
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<S> <C> <C>
Outpatient Surgery Division:
Service Revenue $ 847 $ 1,737
Income (loss) from Discontinued
Operations before Provision for Income Taxes $ 394 $ (11)
Income (loss) from Discontinued Operations
Net of Income Taxes $ 303 $ (7)
</TABLE>
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<TABLE>
<CAPTION>
For the three months ended
------------------------------------
March 31, 2000 March 31, 1999
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<S> <C> <C>
Infusion Therapy Division:
Service Revenue $ 2,030 $ 2,211
(Loss) from Discontinued
Operations before Provision for Income Taxes $ (323) $ (468)
(Loss) from Discontinued
Operations Net of Income Taxes $ (249) $ (309)
Staffing Division:
Service Revenue $ -- $ --
(Loss) from Discontinued Operations
before Provision for Income Taxes $ -- $ (225)
(Loss) from Discontinued Operations
Net of Income Taxes $ -- $ (148)
Management Services Division:
Service Revenue $ -- $ --
(Loss) from Discontinued
Operations before Provision for Income Taxes $ -- $ (5)
(Loss) from Discontinued
Operations Net of Income Taxes $ -- $ (3)
Total Discontinued Operations:
Service Revenue $ 2,877 $ 3,948
Income (loss) from Discontinued
Operations before Provision for Income Taxes $ 71 $ (708)
Income (loss) from Discontinued
Operations Net of Income Taxes $ 54 $ (467)
</TABLE>
Included in the accompanying Consolidated Balance Sheets as of March
31, 2000 and December 31, 1999 are the following assets and liabilities relating
to the discontinued operations (in 000's):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
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<S> <C> <C>
Cash $ 113 $ 221
Accounts Receivable 552 555
Prepaid Expenses 40 41
Inventory 355 365
--------------- ---------------
Current Assets Held for Sale $ 1,060 $ 1,182
=============== ===============
Property $ 1,476 $ 1,711
Other Assets 1,787 1,813
Investments 808 738
--------------- ---------------
Long-term Assets Held for Sale $ 4,071 $ 4,262
=============== ===============
</TABLE>
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<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
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<S> <C> <C>
Accounts Payable $ 113 $ 138
Accrued Payroll 37 44
Accrued Other 38 38
Notes Payable 238 288
Current Portion of Long-term Debt 208 209
Current Portion of Obligations Under
Capital Leases 77 89
--------------- ---------------
Current Liabilities Held for Sale $ 711 $ 806
=============== ===============
Long-term Debt $ 1,072 $ 1,252
Obligations under Capital Leases 8 23
--------------- ---------------
Long-term Liabilities Held for Sale $ 1,080 $ 1,275
=============== ===============
</TABLE>
6. NOTES PAYABLE
Notes payable consists primarily of an asset-based line of credit with
availability, depending on collateral, of up to $25 million with NCFE and
borrowings under a revolving bank line of credit of $750,000. The $25 million
asset-based line of credit, which expires December 31, 2001, is collateralized
by eligible accounts receivable of the home health care nursing division and as
of March 31, 2000, had an outstanding balance of $2,379,000 and no amounts were
available under the terms of the note. Eligible receivables are defined as
receivables, exclusive of workers' compensation and self-pay, that are aged less
than 181 days. The effective interest rate on this line of credit is 15.51% for
the three months ended March 31, 2000.
The revolving bank line of credit of $750,000 bears interest at 9.25%.
At March 31, 2000, $237,776 was outstanding on the line of credit and no amounts
were available. This line of credit has scheduled monthly principal payments of
$25,000 plus accrued interest, with the balance due June 30, 2000. The line of
credit is collateralized by eligible receivables in outpatient surgery and
physician notes receivable. Eligible receivables are defined principally as
accounts that are aged less than 90 days. Due to the anticipated divestiture of
the outpatient surgery division, this line of credit is included in Current
Liabilities Held for Sale in the Consolidated Balance Sheets.
7. LONG-TERM DEBT CLASSIFIED AS CURRENT
Long-term debt classified as current consists of a $14 million note
plus accrued interest of $1.8 million payable to Columbia/HCA as a result of the
acquisition of home health agencies consummated in November 1998. Effective
September 30, 1999, the Company and Columbia/HCA signed an agreement to modify
the terms of this note. Quarterly principal and accrued interest payments are
due beginning April 30, 2001, with the balance of the note being due, subject to
certain prepayment provisions in the agreement, on July 31, 2004. Under the loan
modification agreement, the Company may be required to pre-pay certain amounts
depending upon the Company having excess cash flows in the fiscal year, as
defined in the agreement. These amounts, if due, are payable 45 days after the
end of each fiscal year ending after October 1, 1999 and prior to July 30, 2004.
The balance on this note is presented in the accompanying financial
statements as long-term debt classified as current due to a material adverse
effect clause in the note agreement, which provides Columbia/HCA the ability to
require immediate payment of outstanding principal and accrued interest should
the Company experience a material adverse change. A material adverse change
includes, but is not limited to a material and adverse change in the Company's
financial condition, business operations, or the value of the secured
collateral. The agreement also restricts, amongst other things, the Company's
ability, subject to certain exceptions, to incur additional indebtedness, to
acquire other businesses, or to sell or transfer any of Company's property
unless the net cash proceeds is applied to repay the outstanding principal and
accrued interest on the note. Columbia/HCA has on previous occasions consented
to the sale of certain assets of the Company without requiring the Company to
apply the net cash proceeds from the sales toward the balance of the note.
However, there is no assurance that
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Columbia/HCA will grant its consent to any future acquisitions or dispositions
and waive the requirement to apply the net cash proceeds of the sale to reduce
the balance on the note.
8. LONG-TERM DEBT
Long-term debt consists primarily of a $2.4 million note payable to
NPX, Inc., an affiliate of NCFE, a $1.3 million note payable to Merrill Lynch, a
$1 million note payable to CareSouth Home Health Services, Inc. ("CareSouth"),
$1 million in notes payable to individuals, and various other notes. The $1
million note payable to CareSouth, an affiliate of CPII, is a result of
refinancing amounts due under the Agency Service Agreements executed by
CareSouth and the Company's home health agencies for the provision of certain
management services.
The Company makes monthly principal and interest payments of $134,000
on the $2.4 million note to NPX, Inc., which is due December, 2001. The Company
makes monthly principal and interest payments of $25,000 on the $1 million note
to CareSouth which is due July, 2003. The notes payable to individuals of $1
million bear interest, payable monthly at 13%, with four equal monthly principal
payments beginning in April, 2001. In connection with the issuance of the notes
payable, 20,000 warrants were also issued (exercise price of $4.00 per share).
These warrants have not been recorded in the financial statements as the value
has been deemed by management to be immaterial, if any.
The Company makes monthly principal and interest payments of $27,000 on
the $1.3 million note to Merrill Lynch, which is secured by equipment located at
the surgery centers and is due in April, 2002. Due to the anticipated
divestiture of the outpatient surgery division, this note is included in
Long-term Liabilities Held for Sale in the Consolidated Balance Sheets.
9. AMOUNTS DUE TO AND DUE FROM MEDICARE
The Company records Medicare revenues at the lower of actual costs, the
per visit cost limit, or a per beneficiary cost limit on an individual provider
basis. Ultimate reimbursement under the Medicare program is determined upon
review of the annual cost reports. As of March 31, 2000, the Company estimates
an aggregate payable to Medicare of $10.0 million, netted against accounts
receivable, resulting from interim cash receipts in excess of expected
reimbursement. Of this $10.0 million payable, $4.6 million is payable over a 36
month period, $4.7 million is payable over a 12 month period, and $0.7 million
is expected to be approved for a 36 month extended repayment schedule. The
Medicare program has committed to the automatic approval of a 36 month extended
repayment schedule for any Medicare-certified home health agency which submits
such a request and has a payment due to Medicare as a result of IPS, subject to
certain exceptions. There can be no assurance that the requested repayment
schedule for the $0.7 million payable will be approved by Medicare.
10. SUBSEQUENT EVENTS
On April 28, 2000, the Company, Park Place Surgery Center, LLC ("Park
Place"), and the remaining Members of Park Place Surgery Center ("Physician
Members") entered into an agreement for the purchase and sale of the Company's
20% membership interest in Park Place, an outpatient surgery center in
Lafayette, Louisiana, to the Physician Members. The purchase price of $3,200,000
cash was paid to the Company at closing. The purchase price was determined based
on an independent valuation analysis using the discounted economic income
method. In addition to the purchase price, the Company will also participate, on
a pro rata basis, in the final cash distribution of Park Place which will be
made within thirty days after the closing. The Company and the Physician Members
had no material relationship prior to the transaction, except by virtue of their
membership interest in Park Place and that the Company and some Physician
Members served on the Board of Directors of Park Place. At the closing, the
management agreement existing between the Company and Park Place was also
terminated. The Company filed a Current Report on Form 8-K with the SEC on May
11, 2000 with regard to this transaction.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read in conjunction with the Consolidated Financial Statements appearing in
Item 1.
GENERAL
Amedisys, Inc. is a leading multi-state provider of home health care
nursing services. The Company operates 50 home care nursing offices, 3
ambulatory surgery centers, 4 home infusion therapy locations, and 2 corporate
offices in the southern and southeastern United States. In August 1999, the
Company adopted a formal plan to sell all of its interests in its outpatient
surgery and infusion therapy divisions. The Company's strategic plan is to
become a focused home health nursing company. The Company plans to fully divest
of these divisions during 2000.
RESULTS OF OPERATIONS
Revenues. Net revenues decreased $1,639,000 or 7% for the three months
ended March 31, 2000 as compared to the same period in 1999. This decrease was
attributed to a decrease in visits of 12,673 or 3% from 332,157 in 1999 to
319,484 in 2000.
Cost of Revenues. Cost of revenues decreased 10% for the three months
ended March 31, 2000 as compared to the same period in 1999. This decrease is
primarily attributed to a reduction in visit volume as noted above. As a
percentage of net revenues, cost of revenues decreased to 49% from 50% for the
three months ended March 31, 2000 and 1999, respectively.
General and Administrative Expenses ("G&A"). General and administrative
expenses decreased by 6% for the three months ended March 31, 2000 as compared
to the same period in 1999. This decrease is primarily attributed to the
restructuring efforts implemented during the latter part of 1999 following the
acquisition of certain Columbia/HCA home health care agencies in the latter part
of 1998.
Operating (Loss). The Company had an operating loss of $816,000 for the
three months ended March 31, 2000 as compared to an operating loss of $1,179,000
for the same period in 1999. The reduction in operating losses of $363,000 or
31% for the three month period ended March 31, 2000 is mainly attributed to the
restructuring efforts implemented during the latter part of 1999 following the
acquisition of certain Columbia/HCA home health care agencies in the latter part
of 1998.
Other Income and Expenses. Other income and expenses increased $34,000
from $512,000 for the three month period ended March 31, 1999 to $546,000 for
the three month period ended March 31, 2000.
Discontinued Operations. Income from discontinued operations, net of
income taxes, is $71,000 for the three month period ended March 31, 2000 as
compared to a loss of $807,000 for the three months ended March 31, 1999.
Net Income/(Loss). The Company recorded a net (loss) of $1,292,000 for
the three months ended March 31, 2000 compared with a net (loss) of $2,498,000
for the three months ended March 31, 1999.
12
<PAGE> 13
FINANCIAL CONDITION
The Company's principal capital requirements are for additional working
capital to fund current cash requirements of the Company. The Company recorded
operating losses thus far in 2000 and for the years ended December 31, 1999 and
1998 and has had negative cash flow from operations since then. The negative
cash flow from operations is largely attributable to the changes in Medicare
reimbursement which were effective January 1, 1998 for the Company. The Company
has undertaken significant restructuring efforts to reduce operating costs, but
expects to record a loss from operations through September, 2000 until the
implementation of PPS. The operating losses and negative cash flow from
operations have impacted the availability of the Company's current financing
sources and have decreased the Company's overall liquidity position. The Company
expects the negative cash flow from operations to continue on a short-term basis
and has implemented a plan to divest all non-home health care nursing assets to
generate cash to fund remaining obligations until the implementation of PPS (see
below for certain restrictions on disposition of assets under the Columbia/HCA
note agreement).
Notes payable consists primarily of an asset-based line of credit with
availability, depending on collateral, of up to $25 million with NCFE and
borrowings under a revolving bank line of credit of $750,000. The $25 million
asset-based line of credit, which expires December 31, 2001, is collateralized
by eligible accounts receivable of the home health care nursing division and as
of March 31, 2000, had an outstanding balance of $2,379,000 and no amounts were
available under the terms of the note. Eligible receivables are defined as
receivables, exclusive of workers' compensation and self-pay, that are aged less
than 181 days. The effective interest rate on this line of credit is 15.51% for
the three months ended March 31, 2000.
The revolving bank line of credit of $750,000 bears interest at 9.25%.
At March 31, 2000, $237,776 was outstanding on the line of credit and no amounts
were available. This line of credit has scheduled monthly principal payments of
$25,000 plus accrued interest, with the balance due June 30, 2000. The line of
credit is collateralized by eligible receivables in outpatient surgery and
physician notes receivable. Eligible receivables are defined principally as
accounts that are aged less than 90 days. Due to the anticipated divestiture of
the outpatient surgery division, this line of credit is included in Current
Liabilities Held for Sale in the Consolidated Balance Sheets.
Long-term debt classified as current consists of a $14 million note
plus accrued interest of $1.8 million payable to Columbia/HCA as a result of the
acquisition of home health agencies consummated in November 1998. Effective
September 30, 1999, the Company and Columbia/HCA signed an agreement to modify
the terms of this note. Quarterly principal and accrued interest payments are
due beginning April 30, 2001, with the balance of the note being due, subject to
certain prepayment provisions in the agreement, on July 31, 2004. Under the loan
modification agreement, the Company may be required to pre-pay certain amounts
depending upon the Company having excess cash flows in the fiscal year, as
defined in the agreement. These amounts, if due, are payable 45 days after the
end of each fiscal year ending after October 1, 1999 and prior to July 30, 2004.
The balance on this note is presented in the accompanying financial
statements as long-term debt classified as current due to a material adverse
effect clause in the note agreement, which provides Columbia/HCA the ability to
require immediate payment of outstanding principal and accrued interest should
the Company experience a material adverse change. A material adverse change
includes, but is not limited to a material and adverse change in the Company's
financial condition, business operations, or the value of the secured
collateral. The agreement also restricts, amongst other things, the Company's
ability, subject to certain exceptions, to incur additional indebtedness, to
acquire other businesses, or to sell or transfer any of Company's property
unless the net cash proceeds is applied to repay the outstanding principal and
accrued interest on the note. Columbia/HCA has on previous occasions consented
to the sale of certain assets of the Company without requiring the Company to
apply the net cash proceeds from the sales towards the balance of the note.
However, there is no assurance that Columbia/HCA will grant its consent to any
future acquisitions or dispositions and waive the requirement to apply the net
cash proceeds of the sale to reduce the balance on the note.
Long-term debt consists primarily of a $2.4 million note payable to
NPX, Inc., an affiliate of NCFE, a $1.3 million note payable to Merrill Lynch, a
$1 million note payable to CareSouth, $1 million in notes payable to
individuals, and various other notes. The $1 million note payable to CareSouth,
an affiliate of CPII, is a result of refinancing amounts due under the Agency
Service Agreements
13
<PAGE> 14
executed by CareSouth and the Company's home health agencies for the provision
of certain management services.
The Company makes monthly principal and interest payments of $134,000
on the $2.4 million note to NPX, Inc., which is due December, 2001. The Company
makes monthly principal and interest payments of $25,000 on the $1 million note
to CareSouth which is due July, 2003. The notes payable to individuals of $1
million bear interest, payable monthly at 13%, with four equal monthly principal
payments beginning in April, 2001. In connection with the issuance of the notes
payable, 20,000 warrants were also issued (exercise price of $4.00 per share).
These warrants have not been recorded in the financial statements as the value
has been deemed by management to be immaterial, if any.
The Company makes monthly principal and interest payments of $27,000 on
the $1.3 million note to Merrill Lynch, which is secured by equipment located at
the surgery centers and is due in April, 2002. Due to the anticipated
divestiture of the outpatient surgery division, this note is included in
Long-term Liabilities Held for Sale in the Consolidated Balance Sheets.
The Company records Medicare revenues at the lower of actual costs, the
per visit cost limit, or a per beneficiary cost limit on an individual provider
basis. Ultimate reimbursement under the Medicare program is determined upon
review of the annual cost reports. As of March 31, 2000, the Company estimates
an aggregate payable to Medicare of $10.0 million, netted against accounts
receivable, resulting from interim cash receipts in excess of expected
reimbursement. Of this $10.0 million payable, $4.6 million is payable over a 36
month period, $4.7 million is payable over a 12 month period, and $0.7 million
is expected to be approved for a 36 month extended repayment schedule. The
Medicare program has committed to the automatic approval of a 36 month extended
repayment schedule for any Medicare-certified home health agency which submits
such a request and has a payment due to Medicare as a result of IPS, subject to
certain exceptions. There can be no assurance that the requested repayment
schedule for the $0.7 million payable will be approved by Medicare.
The Company's operating activities provided $1,551,000 in cash during
the three month period ended March 31, 2000, whereas such activities used
$8,020,000 in cash during the same period in 1999. Cash provided by operating
activities for 2000 is attributed to an increase in accrued expenses of
$1,348,000, a decrease in net accounts receivable of $746,000, depreciation and
amortization expense of $642,000 and provision for bad debts of $587,000 offset
by a net loss of $1,292,000 and a decrease in deferred revenue of $530,000.
The Company's investing activities provided $131,000 for the three
month period ended March 31, 2000, whereas investing activities used $15,000 for
the three month period ended March 31, 1999. Cash provided by investing
activities in 2000 is attributed to proceeds from the sale of property, plant
and equipment of $93,000 and an increase in minority interest in subsidiary of
$76,000 offset by purchases of property, plant and equipment of $38,000.
Financing activities used cash during the three month period ended
March 31, 2000 of $1,840,000, whereas such activities provided $10,416,000
during the same period in 1999. Cash used by financing activities in 2000 is
attributable to net borrowings on line of credit agreements of $2,589,000 and
payments on notes payable and capital leases of $582,000 offset by proceeds from
issuance of notes payable of $1,000,000.
At March 31, 2000, the Company had negative working capital of
$27,612,000 and a stockholders' equity deficit of $11,404,000. The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. The Company experienced losses from operations thus far in
2000 and during 1999 and 1998. These matters, among others, raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability or
classification of asset carrying amount or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern. The Company's strategy to offset ongoing negative cash flows from
continuing operations includes divesting its non-core assets, including three
ambulatory surgery centers (see Subsequent Events footnote) and four infusion
therapy sites. The Company is currently in various stages of divesting these
assets and anticipates, based on estimates of current market values for these
assets and the purchase price of a transaction completed subsequent to March 31,
2000 (see Subsequent Events footnote), to generate in excess of $7.3 million
cash (subject to the release of certain restrictions on indebtedness and
dispositions of assets imposed under the note
14
<PAGE> 15
agreement executed between the Company and Columbia/HCA). For the 1999
divestitures, Columbia/HCA allowed sales to occur without requiring the net cash
proceeds from the sales to be applied towards the note payable, however, there
can be no assurances that it will do so in the future (see Long-term Debt
Classified as Current footnote). If all applicable waivers and consents under
the Columbia/HCA note agreement are obtained, the cash generated from the sales
will be used to offset the operating cash deficits which are anticipated through
the first three quarters of 2000. The Company believes that the implementation
of PPS on October 1, 2000 will allow the Company to generate positive cash flow
from operations beginning in the fourth quarter of 2000.
The Company does not believe that inflation has had a material effect
on its results of operations for the three months ended March 31, 2000.
FORWARD LOOKING STATEMENTS
When included in the Quarterly Report on Form 10-Q or in documents
incorporated herein by reference, the words "expects", "intends", "anticipates",
"believes", "estimates", and analogous expressions are intended to identify
forward-looking statements. Such statements inherently are subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those projected. Such risks and uncertainties include, among others,
general economic and business conditions, current cash flows and operating
deficits, debt service needs, adverse changes in federal and state laws relating
to the health care industry, competition, regulatory initiatives and compliance
with governmental regulations, customer preferences and various other matters,
many of which are beyond the Company's control. These forward-looking statements
speak only as of the date of the Quarterly Report on Form 10-Q. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any statement is based.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company does not engage in derivative financial instruments, other
financial instruments, or derivative commodity instruments for speculative or
trading/non-trading purposes.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material developments have occurred on the legal proceedings last
reported in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
The Annual Meeting of Stockholders of the Company will be held at the
Amedisys corporate offices located at 3029 South Sherwood Forest Boulevard,
Suite 300, Baton Rouge, Louisiana at 4:00 p.m., central daylight time, on
Thursday, June 22, 2000. On May 1, 2000, the Company filed a Proxy Statement
with the SEC pursuant to Section 14(a) of the Securities Exchange Act of 1934
with regard to this matter.
15
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Identification of Exhibit
- --------- -------------------------
<S> <C>
2.1(1) - Acquisition Agreement dated December 20, 1993 between the Company and M & N Capital Corp.
2.2(3) - Plan of Merger dated August 3, 1994 between M & N Capital Corp. and the Company
2.3(4) - Certificate of Merger dated August 3, 1994 between M & N Capital Corp. and the Company
2.4(7) - Acquisition Agreement dated August 1,1997 between the Company and Allgood Medical Services, Inc.
2.5(7) - Exchange Agreement dated January 1, 1998 between the Company and Alliance Home Health, Inc. and
University Capital Corp. dated December 10, 1997
2.6(7) - Stock Purchase Agreement by and among Amedisys, Alternate-Site Infusion Therapy Services, Inc., PRN,
Inc. d/b/a Home IV Therapy, Joseph W. Stephens, and Terry I. Stevens dated February 23, 1998
2.7(7) - Agreement to Purchase by and between Amedisys, Alternate-Site Infusion Therapy Services, Inc. and
Precision Health Systems, LLC dated February 27, 1998
2.8(7) - Promissory note in the amount of $250,000 to Precision Health Solutions, LLC in connection with the
purchase of the company
2.9(7) - Stock Purchase Agreement by and among Amedisys Alternate-Site Infusion Therapy Services, Inc., Infusion
Care Solutions, Inc. and Daniel D. Brown dated February 27,1998
2.10(7) - Promissory note in the amount of $125,000 to Daniel D. Brown in connection with the purchase of the
company
2.11(8) - Stock Purchase Agreement by and among Amedisys Specialized Medical Services, Inc., Quality Home Health
Care, Inc., Frances Unger, and James Unger dated May 1, 1998
2.12(8) - Asset Purchase Agreement by and among Amedisys Specialized Medical Services, Inc., and Precision Home
Health Care, Inc. dated May 1, 1998
2.13(8) - Promissory note in the amount of $800,000 to Precision Home Health Care, Inc. in connection with the
purchase of the company
2.14(8) - Promissory note in the amount of $400,000 to Precision Home Health Care, Inc. in connection with the
purchase of the company
2.15(9) - Asset Purchase Agreement among Nursefinders, Inc., Amedisys Staffing Services, Inc., Amedisys Nursing
Services, Inc., and Amedisys Home Health, Inc. and Amedisys, Inc.
2.16(10) - Asset Purchase Agreement by and between CPII Acquisition Corp. and Amedisys, Inc.
2.17(10) - Asset Purchase Agreement by and between Columbia/HCA Healthcare Corporation and Amedisys, Inc.
2.18(13) - Asset Purchase Agreement among Amedisys Surgery Centers, LC and Permian Surgical Care Center, Inc.
d/b/a Tanglewood Surgery Center
2.19(15) - Asset Purchase Agreement among Amedisys, Inc., Amedisys Surgery Centers, LC and United Surgical
Partners International, Inc.
2.20(15) - Promissory Note from United Surgical Partners International, Inc.
2.21(17) - Membership Interest Purchase Agreement by and among U.S. Orthopedics, Texas, LLC, Amedisys Surgery
Centers, LC, Ambulatory Systems Development of Texas, Inc., Ambulatory Systems Development Corporation,
and U.S. Orthopedics, Inc.
2.22(18) - Agreement for Purchase and Sale of LLC Membership Interest among Amedisys, Inc., Park Place Surgery
Center, LLC, and the Members of Park Place Surgery Center, LLC
3.1(4) - Certificate of Incorporation
3.2(4) - Bylaws
4.1(4) - Certificate of Designation for the Series A Preferred Stock
4.2(7) - Common Stock Specimen
4.3(7) - Preferred Stock Specimen
4.4(7) - Form of Placement Agent's Warrant Agreement
</TABLE>
16
<PAGE> 17
<TABLE>
<S> <C>
4.5(14) - Series A Preferred Stock Conversion Agreement Specimen
4.6(14) - Certificate of Amendment of Certificate of Designation Specimen
5.1(7) - Opinion Regarding Legality
10.1(4) - Master Note with Union Planter's Bank of Louisiana
10.2(4) - Merrill Lynch Term Working Capital Management Account
10.3(5) - Promissory Note with Deposit Guaranty National Bank
10.4(7) - Amended and Restated Stock Option Plan
10.5(7) - Registration Rights Agreement
10.6(11) - Master Corporate Guaranty of Service Agreements between CareSouth Home Health Services, Inc. and
Amedisys, Inc. dated November 2, 1998
10.7(16) - Loan Modification Agreement by and between Amedisys, Inc. and Columbia/HCA Healthcare Corporation
18.1(12) - Letter regarding Change in Accounting Principles...
21.1(7) - List of Subsidiaries
23.1(7) - Consent of Counsel (contained in Exhibit 5.1)
23.2(7) - Consents of Arthur Andersen, LLP and Hannis T. Bourgeois & Co., LLP, Independent Public Accountants
27.1(19) - Financial Data Schedule
</TABLE>
(1) Previously filed as an exhibit to the Current Report on Form 8-K dated
December 20, 1993.
(2) Previously filed as an exhibit to the Current Report on Form 8-K dated
February 14, 1994.
(3) Previously filed as an exhibit to the Current Report on Form 8-K dated
August 11, 1994.
(4) Previously filed as an exhibit to the Annual Report on Form 10-KSB for the
year ended December 31, 1994.
(5) Previously filed as an exhibit to the Current Report on Form 8-K dated June
30, 1995.
(6) Previously filed as an exhibit to the Registration Statement on Form S-1
(333-8329) dated July 18, 1996.
(7) Previously filed as an exhibit to the Registration Statement on Form S-3
dated March 11, 1998.
(8) Previously filed as an exhibit to the Quarterly Report on Form 10-Q dated
August 14, 1998.
(9) Previously filed as an exhibit to the Current Report on Form 8-K dated
October 5, 1998.
(10) Previously filed as an exhibit to the Current Report on Form 8-K dated
November 10, 1998.
(11) Previously filed as an exhibit to the Quarterly Report on Form 10-Q dated
December 30, 1998.
(12) Previously filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1997.
(13) Previously filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1998.
(14) Previously filed as an exhibit to the Quarterly Report on Form 10-Q/A for
the period ended June 30, 1999.
(15) Previously filed as an exhibit to the Current Report on Form 8-K dated
September 15, 1999.
(16) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the
period ended September 30, 1999.
(17) Previously filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1999.
(18) Previously filed as an exhibit to the Current Report on Form 8-K dated May
11, 2000.
(19) Filed herewith.
(b) Report on Form 8-K
None.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMEDISYS, INC.
By: /s/ John M. Joffrion
---------------------------------------
John M. Joffrion
Senior Vice President of Finance
Principal Accounting and Financial Officer
DATE: May 15, 2000
18
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Identification of Exhibit
- --------- -------------------------
<S> <C>
2.1(1) - Acquisition Agreement dated December 20, 1993 between the Company and M & N Capital Corp.
2.2(3) - Plan of Merger dated August 3, 1994 between M & N Capital Corp. and the Company
2.3(4) - Certificate of Merger dated August 3, 1994 between M & N Capital Corp. and the Company
2.4(7) - Acquisition Agreement dated August 1,1997 between the Company and Allgood Medical Services, Inc.
2.5(7) - Exchange Agreement dated January 1, 1998 between the Company and Alliance Home Health, Inc. and
University Capital Corp. dated December 10, 1997
2.6(7) - Stock Purchase Agreement by and among Amedisys, Alternate-Site Infusion Therapy Services, Inc., PRN,
Inc. d/b/a Home IV Therapy, Joseph W. Stephens, and Terry I. Stevens dated February 23, 1998
2.7(7) - Agreement to Purchase by and between Amedisys, Alternate-Site Infusion Therapy Services, Inc. and
Precision Health Systems, LLC dated February 27, 1998
2.8(7) - Promissory note in the amount of $250,000 to Precision Health Solutions, LLC in connection with the
purchase of the company
2.9(7) - Stock Purchase Agreement by and among Amedisys Alternate-Site Infusion Therapy Services, Inc., Infusion
Care Solutions, Inc. and Daniel D. Brown dated February 27,1998
2.10(7) - Promissory note in the amount of $125,000 to Daniel D. Brown in connection with the purchase of the
company
2.11(8) - Stock Purchase Agreement by and among Amedisys Specialized Medical Services, Inc., Quality Home Health
Care, Inc., Frances Unger, and James Unger dated May 1, 1998
2.12(8) - Asset Purchase Agreement by and among Amedisys Specialized Medical Services, Inc., and Precision Home
Health Care, Inc. dated May 1, 1998
2.13(8) - Promissory note in the amount of $800,000 to Precision Home Health Care, Inc. in connection with the
purchase of the company
2.14(8) - Promissory note in the amount of $400,000 to Precision Home Health Care, Inc. in connection with the
purchase of the company
2.15(9) - Asset Purchase Agreement among Nursefinders, Inc., Amedisys Staffing Services, Inc., Amedisys Nursing
Services, Inc., and Amedisys Home Health, Inc. and Amedisys, Inc.
2.16(10) - Asset Purchase Agreement by and between CPII Acquisition Corp. and Amedisys, Inc.
2.17(10) - Asset Purchase Agreement by and between Columbia/HCA Healthcare Corporation and Amedisys, Inc.
2.18(13) - Asset Purchase Agreement among Amedisys Surgery Centers, LC and Permian Surgical Care Center, Inc.
d/b/a Tanglewood Surgery Center
2.19(15) - Asset Purchase Agreement among Amedisys, Inc., Amedisys Surgery Centers, LC and United Surgical
Partners International, Inc.
2.20(15) - Promissory Note from United Surgical Partners International, Inc.
2.21(17) - Membership Interest Purchase Agreement by and among U.S. Orthopedics, Texas, LLC, Amedisys Surgery
Centers, LC, Ambulatory Systems Development of Texas, Inc., Ambulatory Systems Development Corporation,
and U.S. Orthopedics, Inc.
2.22(18) - Agreement for Purchase and Sale of LLC Membership Interest among Amedisys, Inc., Park Place Surgery
Center, LLC, and the Members of Park Place Surgery Center, LLC
3.1(4) - Certificate of Incorporation
3.2(4) - Bylaws
4.1(4) - Certificate of Designation for the Series A Preferred Stock
4.2(7) - Common Stock Specimen
4.3(7) - Preferred Stock Specimen
4.4(7) - Form of Placement Agent's Warrant Agreement
</TABLE>
<PAGE> 20
<TABLE>
<S> <C>
4.5(14) - Series A Preferred Stock Conversion Agreement Specimen
4.6(14) - Certificate of Amendment of Certificate of Designation Specimen
5.1(7) - Opinion Regarding Legality
10.1(4) - Master Note with Union Planter's Bank of Louisiana
10.2(4) - Merrill Lynch Term Working Capital Management Account
10.3(5) - Promissory Note with Deposit Guaranty National Bank
10.4(7) - Amended and Restated Stock Option Plan
10.5(7) - Registration Rights Agreement
10.6(11) - Master Corporate Guaranty of Service Agreements between CareSouth Home Health Services, Inc. and
Amedisys, Inc. dated November 2, 1998
10.7(16) - Loan Modification Agreement by and between Amedisys, Inc. and Columbia/HCA Healthcare Corporation
18.1(12) - Letter regarding Change in Accounting Principles...
21.1(7) - List of Subsidiaries
23.1(7) - Consent of Counsel (contained in Exhibit 5.1)
23.2(7) - Consents of Arthur Andersen, LLP and Hannis T. Bourgeois & Co., LLP, Independent Public Accountants
27.1(19) - Financial Data Schedule
</TABLE>
(1) Previously filed as an exhibit to the Current Report on Form 8-K dated
December 20, 1993.
(2) Previously filed as an exhibit to the Current Report on Form 8-K dated
February 14, 1994.
(3) Previously filed as an exhibit to the Current Report on Form 8-K dated
August 11, 1994.
(4) Previously filed as an exhibit to the Annual Report on Form 10-KSB for the
year ended December 31, 1994.
(5) Previously filed as an exhibit to the Current Report on Form 8-K dated June
30, 1995.
(6) Previously filed as an exhibit to the Registration Statement on Form S-1
(333-8329) dated July 18, 1996.
(7) Previously filed as an exhibit to the Registration Statement on Form S-3
dated March 11, 1998.
(8) Previously filed as an exhibit to the Quarterly Report on Form 10-Q dated
August 14, 1998.
(9) Previously filed as an exhibit to the Current Report on Form 8-K dated
October 5, 1998.
(10) Previously filed as an exhibit to the Current Report on Form 8-K dated
November 10, 1998.
(11) Previously filed as an exhibit to the Quarterly Report on Form 10-Q dated
December 30, 1998.
(12) Previously filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1997.
(13) Previously filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1998.
(14) Previously filed as an exhibit to the Quarterly Report on Form 10-Q/A for
the period ended June 30, 1999.
(15) Previously filed as an exhibit to the Current Report on Form 8-K dated
September 15, 1999.
(16) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the
period ended September 30, 1999.
(17) Previously filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1999.
(18) Previously filed as an exhibit to the Current Report on Form 8-K dated May
11, 2000.
(19) Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET, INCOME STATEMENT & STATEMENT OF CASH FLOWS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,267,000
<SECURITIES> 0
<RECEIVABLES> 12,808,000
<ALLOWANCES> 2,711,000
<INVENTORY> 535,000
<CURRENT-ASSETS> 26,000
<PP&E> 3,325,000
<DEPRECIATION> 293,000
<TOTAL-ASSETS> 40,122,000
<CURRENT-LIABILITIES> 40,961,000
<BONDS> 2,379,000
0
1,000
<COMMON> 3,000
<OTHER-SE> (23,685,000)
<TOTAL-LIABILITY-AND-EQUITY> 40,122,000
<SALES> 23,418,000
<TOTAL-REVENUES> 23,418,000
<CGS> 11,361,000
<TOTAL-COSTS> 11,361,000
<OTHER-EXPENSES> 12,286,000
<LOSS-PROVISION> 587,000
<INTEREST-EXPENSE> 621,000
<INCOME-PRETAX> (1,362,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,362,000)
<DISCONTINUED> 71,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,292,000)
<EPS-BASIC> (0.40)
<EPS-DILUTED> (0.40)
</TABLE>
