-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJ6fyH0m6u2ZG9LCB8+bn2KVr8H6jND013vxH6KnN6RVCu5xLPi/hrQ/ZmoxpNBY iY59o+gvKlwfaGAWhSe4ww== 0000950134-02-014131.txt : 20021113 0000950134-02-014131.hdr.sgml : 20021113 20021113164006 ACCESSION NUMBER: 0000950134-02-014131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021111 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEDISYS INC CENTRAL INDEX KEY: 0000896262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 113131700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24260 FILM NUMBER: 02820502 BUSINESS ADDRESS: STREET 1: 11100 MEAD ROAD STE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 11100 MEAD ROAD STE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 FORMER COMPANY: FORMER CONFORMED NAME: M&N CAPITAL CORP DATE OF NAME CHANGE: 19930125 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL NURSING MANAGEMENT CORP DATE OF NAME CHANGE: 19940819 8-K 1 d01158e8vk.txt FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K - -------------------------------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 11, 2002 AMEDISYS, INC. -------------- (Exact Name of Registrant as Specified in Charter) Delaware -------- (State or Other Jurisdiction of Incorporation or Organization) 0-24260 11-3131700 ------- ---------- (Commission File Number) (I.R.S. Employer Identification No.)
11100 Mead Road, Suite 300, Baton Rouge, LA 70816 (Address of principal executive offices including zip code) (225) 292-2031 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On November 11, 2002, Amedisys, Inc., "the Company", issued a press release attached hereto as Exhibit 99.1 releasing third quarter 2002 operating results. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibit No. -------- 99.1 (i) Press Release dated November 11, 2002 announcing the Company's third quarter 2002 operating results 99.2 (i) Certification of William F. Borne, Chief Executive Officer 99.3 (i) Certification of Gregory H. Browne, Chief Financial Officer (i) Filed herewith. 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/ GREGORY H. BROWNE --------------------- Gregory H. Browne Chief Financial Officer DATE: November 12, 2002 EXHIBIT INDEX
EXHIBIT INDEX DESCRIPTION - ------- ----------- 99.1 (i) Press Release dated November 11, 2002 announcing the Company's third quarter 2002 operating results 99.2 (i) Certification of William F. Borne, Chief Executive Officer 99.3 (i) Certification of Gregory H. Browne, Chief Financial Officer
- ---------- (i) Filed herewith. EX-99.1 3 d01158exv99w1.txt PRESS RELEASE For Immediate Release Exhibit 99.1 AMEDISYS REPORTS THIRD QUARTER OPERATING RESULTS COMPANY TO HOST CONFERENCE CALL TODAY AT 11:00 EST BATON ROUGE, Louisiana (November 11, 2002) - Amedisys, Inc. (Nasdaq: "AMED" or the "Company"), one of America's leading home health nursing companies, today reported its financial results for the third quarter and first nine months of 2002. For the three months ended September 30, 2002, revenues increased 11% to $33.1 million, compared with $29.7 million in the third quarter of 2001. Pretax income totaled $1,924,000 in the most recent quarter, versus pretax income from continuing operations of $1,978,000 in the prior-year period. Net income of $1,219,000, or $0.13 per diluted share, was recorded in the third quarter of 2002, versus net income from continuing operations of $1,978,000, or $0.25 per diluted share, in the year-earlier quarter. The Company accrued income taxes of $705,000 (an effective rate of 37%) in the quarter ended September 30, 2002, whereas no income tax expense was recorded in the year-earlier quarter. As previously reported, Amedisys, Inc. will be recording income tax expense at an expected annual rate of approximately 38% for the balance of fiscal year 2002. For the nine months ended September 30, 2002, revenues increased 24% to $97.8 million, compared with $79.0 million in the corresponding period of 2001. Pretax income improved to $7,133,000 in the first nine months of 2002, compared with pretax income from continuing operations of $2,749,000 in the prior-year period. Net income totaled $6,880,000, or $0.78 per diluted share, in the nine months ended September 30, 2002, compared with net income from continuing operations of $2,749,000, or $0.35 per diluted share, in the corresponding period of the previous year. The Company recorded an income tax expense of $253,000 for the nine months ended September 30, 2002, whereas no income tax expense or benefit was recorded in the first nine months of 2001. During the nine months ended September 30, 2002, the Company recorded a benefit related to the elimination of the valuation allowance for net deferred tax assets and recorded income tax expense at the expected annual rate. Assuming an effective income tax rate of 38%, the Company would have reported net income of $4,422,000, or $0.50 per diluted share, for the nine months ended September 30, 2002. As previously reported, the Company achieved a major objective with its listing on The Nasdaq National Market during October. The Company also announced that it has elected to terminate its relationship under an accounts receivable financing agreement with NPF VI, a subsidiary of National Century Financial Enterprises, Inc. ("NCFE"), due to the reported downgrade of bonds issued by NPF VI and the failure of NPF VI to complete a normal funds transfer request on October 31, 2002. Although the Company has no funds advanced by NPF VI under this asset-based relationship at the present time, NPF VI currently retains approximately $7.3 million that is the property of Amedisys, Inc. and its subsidiaries. Amedisys also has a secured Loan Agreement with NPF Capital, Inc., a separate subsidiary of NCFE, under which the Company has outstanding borrowings of $6.1 million. The Company is working with legal counsel, NCFE and others to recover its funds. THE COMPANY WILL PROVIDE FURTHER INFORMATION TODAY ON THESE RESULTS DURING A TELECONFERENCE CALL THAT IS SCHEDULED FOR 11:00 A.M. EST ON NOVEMBER 11, 2002. TO ACCESS THIS CALL, PLEASE DIAL 973-694-6836 A FEW MINUTES BEFORE 11:00 A.M. EST. A REPLAY OF THE CONFERENCE CALL WILL BE AVAILABLE UNTIL NOVEMBER 18, 2002, BY DIALING 973-709-2089. THE ACCESS CODE IS #265592 FOR THE REPLAY. Amedisys, Inc., a leading multi-regional provider of home health nursing services, is headquartered in Baton Rouge, Louisiana. The Company had approximately $110 million in revenue in 2001. Its common stock trades on the Nasdaq Stock Market under the symbol "AMED". This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "expect" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, changes in government reimbursement procedures, dependence upon third-party vendors, and other risks discussed in the Company's periodic filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. Additional information on this Company can be found on the World Wide Web http://www.amedisys.com For further information, please contact: Greg Browne, Chief Financial Officer at (225) 292-2031 or RJ Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or via e-mail at info@rjfalkner.com AMEDISYS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED, DOLLAR AMOUNTS IN 000'S, EXCEPT PER SHARE DATA)
Three months ended Nine months ended ---------------------------- ---------------------------- September 30, September 30, September 30, September 30, 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Income: Service revenue $ 33,066 $ 29,672 $ 97,770 $ 79,042 Cost of service revenue 15,079 13,053 43,521 34,977 ------------ ------------ ------------ ------------ Gross Margin 17,987 16,619 54,249 44,065 ------------ ------------ ------------ ------------ General and administrative expenses: Salaries and benefits 9,428 7,749 28,495 21,951 Other 6,157 6,308 17,394 17,621 ------------ ------------ ------------ ------------ Total general and administrative expenses 15,585 14,057 45,889 39,572 ------------ ------------ ------------ ------------ Operating income 2,402 2,562 8,360 4,493 Other income and expense: Interest income 36 49 78 303 Interest expense (456) (704) (1,453) (2,214) Other (expense) income, net (58) 71 148 167 ------------ ------------ ------------ ------------ Total other expense, net (478) (584) (1,227) (1,744) ------------ ------------ ------------ ------------ Income before income taxes and discontinued operations 1,924 1,978 7,133 2,749 Income tax expense 705 -- 253 -- ------------ ------------ ------------ ------------ Income before discontinued operations 1,219 1,978 6,880 2,749 Discontinued operations: Loss from discontinued operations, net of income taxes -- (456) -- (585) Gain on sale of discontinued operations, net of income taxes -- 1,056 -- 1,056 ------------ ------------ ------------ ------------ Net income $ 1,219 $ 2,578 $ 6,880 $ 3,220 ============ ============ ============ ============ BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 9,058 5,873 8,283 5,716 Basic income per common share: Income before discontinued operations $ 0.13 $ 0.34 $ 0.83 $ 0.47 Loss from discontinued operations, net of income taxes -- (0.08) -- (0.10) Gain on sale of discontinued operations, net of income taxes -- 0.18 -- 0.19 ------------ ------------ ------------ ------------ Net income $ 0.13 $ 0.44 $ 0.83 $ 0.56 ============ ============ ============ ============ DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 9,594 7,934 8,843 7,812 Diluted income per common share: Income before discontinued operations $ 0.13 $ 0.25 $ 0.78 $ 0.35 Loss from discontinued operations, net of income taxes -- (0.06) -- (0.07) Gain on sale of discontinued operations, net of income taxes -- 0.13 -- 0.14 ------------ ------------ ------------ ------------ Net income $ 0.13 $ 0.32 $ 0.78 $ 0.42 ============ ============ ============ ============
AMEDISYS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (UNAUDITED, DOLLAR AMOUNTS IN 000'S)
September 30, 2002 December 31, 2001 ------------------ ----------------- CURRENT ASSETS: Cash and Cash Equivalents $ 11,089 $ 3,515 Patient Accounts Receivable, Net of Allowance for Doubtful Accounts of $1,793 in September 2002 and $3,125 in December 2001 14,879 23,682 Prepaid Expenses 2,168 244 Deferred Income Taxes 2,078 -- Inventory and Other Current Assets 971 822 ---------------- ---------------- Total Current Assets 31,155 28,263 Property and Equipment, net 9,006 10,290 Other Assets, net 25,543 22,301 ---------------- ---------------- Total Assets $ 65,704 $ 60,854 ================ ================ CURRENT LIABILITIES: Accounts Payable $ 1,945 $ 2,440 Accrued Expenses: Payroll and Payroll Taxes 6,663 6,798 Insurance 1,561 1,881 Income Taxes Payable 901 930 Legal Settlements 900 1,227 Other 2,026 3,082 Notes Payable 1,883 9,305 Current Portion of Long-term Debt 3,947 5,355 Current Portion of Obligations under Capital Leases 2,436 2,391 Current Portion of Medicare Liabilities 6,980 13,214 ---------------- ---------------- Total Current Liabilities 29,242 46,623 Long-term Debt 5,328 5,591 Obligations under Capital Leases 1,598 3,208 Long-term Medicare Liabilities 4,491 958 Deferred Income Taxes 1,723 -- Other Long-term Liabilities 961 1,099 ---------------- ---------------- Total Liabilities 43,343 57,479 ---------------- ---------------- Minority Interest in Consolidated Subsidiaries -- 66 ---------------- ---------------- STOCKHOLDER'S EQUITY: Common Stock (9,086,952 Shares in September 2002 and 7,178,152 Shares in December 2001) 9 7 Additional Paid-in Capital 28,709 16,539 Treasury Stock (4,167 Shares of Common Stock in September 2002 and December 2001) (25) (25) Retained Earnings (Deficit) (6,332) (13,212) ---------------- ---------------- Total Stockholder's Equity 22,361 3,309 ---------------- ---------------- Total Liabilities and Stockholder's Equity $ 65,704 $ 60,854 ================ ================
EX-99.2 4 d01158exv99w2.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Current Report of Amedisys, Inc. (the "Company") on Form 8-K dated November 11, 2002 (the "Report"), I, William F. Borne, Chief Executive Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ WILLIAM F. BORNE - ----------------------- William F. Borne Chief Executive Officer November 12, 2002 EX-99.3 5 d01158exv99w3.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Current Report of Amedisys, Inc. (the "Company") on Form 8-K dated November 11, 2002 (the "Report"), I, Gregory H. Browne, Chief Financial Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ GREGORY H. BROWNE - ------------------------ Gregory H. Browne Chief Financial Officer November 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----