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CAPITAL STOCK AND SHARE-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
CAPITAL SOCK AND SHARE-BASED COMPENSATION CAPITAL STOCK AND SHARE-BASED COMPENSATION
We are authorized by our Certificate of Incorporation to issue 60,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of preferred stock, $0.001 par value. As of December 31, 2022, there were 37,891,186 and 32,518,278 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued or outstanding. Our Board of Directors is authorized to fix the dividend rights and terms, conversion and voting rights, redemption rights and other privileges and restrictions applicable to our preferred stock.
Share-Based Awards
On March 29, 2018, our Board of Directors and the Compensation Committee approved, subject to stockholder approval, the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”). On June 6, 2018, our stockholders approved the 2018 Plan at the Company's annual meeting of stockholders. The 2018 Plan replaces our 2008 Omnibus Incentive Compensation Plan (the “2008 Plan”), which terminated on June 6, 2018 when the stockholders approved the 2018 Plan. The 2018 Plan, as amended to date, authorizes the grant of various types of equity-based awards, such as stock awards, restricted stock units, stock appreciation rights and stock options to eligible participants, which include all of our employees and all employees of our 50% or more owned subsidiaries, our non-employee directors and certain consultants. The vesting terms of the awards may be tied to continued employment (or, for our non-employee directors, continued service on the Board of Directors) and/or achievement of certain pre-determined performance goals. We refer to restricted stock units subject to service-based or a combination of service-based and performance-based vesting conditions as “non-vested stock units.” The 2018 Plan is administered by the Compensation Committee of our Board of Directors, which determines, within the provisions of the 2018 Plan, those eligible participants to whom, and the times at which, awards shall be granted. The Compensation Committee, in its discretion, may delegate its authority and duties under the 2018 Plan to specified officers; however, only the Compensation Committee may approve the terms of awards to our executive officers.
Equity-based awards may be granted for a number of shares not to exceed, in the aggregate, approximately 2.5 million shares of common stock. We had approximately 1.7 million shares available at December 31, 2022. The price per share for stock options shall be no less than the greater of (a) 100% of the fair value of a share of common stock on the date the option is granted or (b) the aggregate par value of the shares of our common stock on the date the option is granted. If a stock option is granted to any owner of 10% or more of the total combined voting power of us and our subsidiaries, the price is to be at least 110% of the fair value of a share of our common stock on the date the award is granted. Each equity-based award vests ratably over a one year to four year period, with the exception of those issued under contractual arrangements that specify otherwise, and may be exercised during a period as determined by our Compensation Committee or as otherwise approved by our Compensation Committee. The contractual terms of stock options exercised shall not exceed ten years from the date such option is granted. The Company analyzes historical data of forfeited awards to develop an estimated forfeiture rate that is applied to the Company's non-cash compensation expense; however, all non-cash compensation expense is adjusted to reflect actual vestings and forfeitures.
Employee Stock Purchase Plan (“ESPP”)
We have a plan whereby our eligible employees may purchase our common stock at 85% of the market price at the time of purchase. The total number of shares of our common stock authorized for issuance under our ESPP is 4,500,000, and as of December 31, 2022, there were 1,264,302 shares available for future issuance. The following is a detail of the purchases that have been made under the plan:
Employee Stock Purchase Plan PeriodShares IssuedPrice
2020 and Prior3,171,373 $17.89 
January 1, 2021 to March 31, 20214,060 225.07 
April 1, 2021 to June 30, 20215,095 208.19 
July 1, 2021 to September 30, 20217,466 126.74 
October 1, 2021 to December 31, 20217,161 137.60 
January 1, 2022 to March 31, 20226,184 146.45 
April 1, 2022 to June 30, 202210,814 89.35 
July 1, 2022 to September 30, 202212,047 82.27 
October 1, 2022 to December 31, 202211,498 71.01 
3,235,698 
ESPP expense included in general and administrative expense in our accompanying consolidated statements of operations was $0.7 million, $0.7 million and $0.6 million for 2022, 2021 and 2020, respectively.
Stock Options
On August 10, 2020, Paul B. Kusserow, Chief Executive Officer and Chairman of the Board of Amedisys, exercised 500,000 stock options previously awarded to him under the 2008 Plan. In connection with the exercise, Mr. Kusserow surrendered 231,683 shares of common stock to us to satisfy tax withholding and strike price obligations and elected to hold the net 268,317 shares issued to him. The surrendered shares are classified as treasury shares. This transaction resulted in a cash outflow of $40.4 million, reflected within financing activities in our consolidated statement of cash flows, related to the remittance of tax withholding obligations. In addition, Mr. Kusserow's stock option exercise resulted in a $24.0 million income tax benefit that was recorded in our consolidated statement of operations during the year ended December 31, 2020. See Note 10 – Income Taxes for additional details.
We use the Black-Scholes option pricing model to estimate the fair value of our stock options. There were 33,656, 40,788 and 43,249 options granted during 2022, 2021 and 2020, respectively. Stock option compensation expense included in general and administrative expense in our accompanying consolidated statements of operations was $1.7 million, $3.6 million and $4.3 million for 2022, 2021 and 2020, respectively.
The fair values of the stock option awards were estimated using the following assumptions for 2022, 2021 and 2020:
For the Years Ended December 31,
202220212020
Risk Free Rate
1.91%
0.80% - 1.35%
0.38% - 1.51%
Expected Volatility
40.97%
39.84% - 41.40%
40.15% - 42.80%
Expected Term6.25 years
6.25 years
6.25 years
Weighted Average Fair Value$61.31$107.45$86.72
Dividend Yield—%—%—%
We used the simplified method to estimate the expected term for the stock options granted during 2022, 2021 and 2020 as adequate historical experience is not available to provide a reasonable estimate.
The following table presents our stock option activity for 2022:
Number of
Shares		Weighted
Average Exercise
Price		Weighted
Average Contractual
Life (Years)
Outstanding options at January 1, 2022273,973 $137.54 7.21
Granted33,656 143.25 
Exercised(37,635)61.23 
Canceled, forfeited or expired(51,382)174.57 
Outstanding options at December 31, 2022218,612 $142.86 6.56
Exercisable options at December 31, 2022163,286 $122.54 6.04
The aggregate intrinsic value of our outstanding options and exercisable options at December 31, 2022 was $0.7 million and $0.7 million, respectively. Total intrinsic value of options exercised was $1.5 million, $5.1 million and $121.1 million for 2022, 2021 and 2020, respectively. The tax benefit from stock options exercised during the period amounted to $0.4 million, $1.0 million and $27.9 million for 2022, 2021 and 2020, respectively.
The following table presents our non-vested stock option activity for 2022:
Number of
Shares		Weighted Average
Grant Date Fair Value
Non-vested stock options at January 1, 2022129,439 $182.45 
Granted33,656 143.25 
Vested(64,496)150.79 
Forfeited(43,273)173.11 
Non-vested stock options at December 31, 202255,326 $202.81 
At December 31, 2022, there was $2.0 million of unrecognized compensation cost related to stock options that we expect to be recognized over a weighted-average period of 1.8 years.
Non-Vested Stock Units
We issue non-vested stock unit awards that are service-based, performance-based or a combination of both with vesting terms ranging from one to four years. Based on the terms and conditions of these awards, we determine if the awards should be recorded as either equity or liability instruments. The compensation expense is determined based on the market price of our common stock at the date of grant, applied to the total number of units that are anticipated to vest, unless the award specifies differently. Shares of stock are not issued to the recipient until the stock unit awards have vested and after the pre-determined delivery date has occurred.
Non-Vested Stock Units – Service-Based ("Service-Based Non-Vested Stock Units")
Service-based non-vested stock unit compensation expense included in general and administrative expenses in our accompanying consolidated statements of operations was $12.1 million, $9.4 million and $7.5 million for 2022, 2021 and 2020, respectively.
The following table presents our service-based non-vested stock units activity for 2022:
Number of 
Shares		Weighted Average
Grant Date Fair
Value
Non-vested stock units at January 1, 2022180,823 $195.25 
Granted211,361 115.07 
Vested(59,006)146.76 
Canceled, forfeited or expired(70,025)194.68 
Non-vested stock units at December 31, 2022263,153 $141.62 
The weighted average grant date fair value of service-based non-vested stock units granted was $115.07, $234.42 and $206.10 in 2022, 2021 and 2020, respectively.
At December 31, 2022, there was $22.6 million of unrecognized compensation cost related to our service-based non-vested stock units that we expect to be recognized over a weighted average period of 2.2 years.
Non-Vested Stock Units – Service-Based and Performance-Based Awards ("Performance-Based Non-Vested Stock Units")
During 2022, we awarded performance-based awards to certain employees. The target level established by the award, which is based on the Company’s 2022 adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), provided for the recipients to receive an aggregate of 71,349 non-vested stock units if the target was achieved. For a select group of employees, if the target objective was surpassed to the point of achieving the projected maximum payout, the recipients would receive an additional aggregate of 32,048 non-vested stock units during 2023. The target number of shares to be potentially awarded was reduced by forfeitures as indicated in the table below. On February 1, 2023, the Compensation Committee determined that the 2022 performance-based objective established by the award was not satisfied, and as a result, the target number of non-vested stock units will be forfeited. Performance-based non-vested stock units compensation expense included in general and administrative expenses in our consolidated statements of operations was $2.2 million, $10.2 million and $13.5 million for 2022, 2021 and 2020, respectively.
The following table presents our performance-based non-vested stock units activity for 2022:
Number of 
Shares		Weighted Average
Grant Date Fair
Value
Non-vested stock units at January 1, 2022186,951 $206.36 
Granted71,349 133.70 
Vested(85,767)156.18 
Canceled, forfeited or expired(104,486)237.30 
Non-vested stock units at December 31, 202268,047 $144.55 
The weighted average grant date fair value of performance-based non-vested stock units granted was $133.70, $262.67 and $201.90 in 2022, 2021 and 2020, respectively.
At December 31, 2022, there was $1.1 million in unrecognized compensation costs related to our performance-based non-vested stock units that we expect to be recognized over a weighted average period of 1.1 years.