UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
FORM 10-Q
 
(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31,September 30, 2019
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
 
image0.jpg
AMEDISYS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
   
Delaware 11-3131700
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3854 American Way, Suite A, Baton Rouge, LA70816
(Address of principal executive offices, including zip code)
(225) (225) 292-2031 or (800) 467-2662
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareAMEDThe NASDAQ Global Select Market

Indicate by check mark whether the registrant (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  ý   No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
       
Large accelerated filer ý  Accelerated filer ¨
    
Non-accelerated filer ¨  Smaller reporting company ¨
    
Emerging growth company ¨     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨  No  ý
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, is as follows: Common stock, $0.001 par value, 32,044,84832,255,257 shares outstanding as of April 26,October 25, 2019.
 








TABLE OF CONTENTS
   
;;; 
PART I. 
ITEM 1. 
 
 
 
 
ITEM 2.
ITEM 3
ITEM 4.
  
 
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.








SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
When included in this Quarterly Report on Form 10-Q, or in other documents that we file with the Securities and Exchange Commission (“SEC”) or in statements made by or on behalf of the Company, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical payment levels, our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively, competition in the healthcare industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to consistently provide high-quality care, our ability to attract and retain qualified personnel, changes in payments and covered services by federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate, manage and keep our information systems secure, our ability to comply with requirements stipulated in our corporate integrity agreement, our ability to realize the anticipated benefits of the acquisition of Compassionate Care Hospice ("CCH"), our ability to comply with requirements stipulated in the CCH corporate integrity agreement, and changes in law or developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law. For a discussion of some of the factors discussed above as well as additional factors, see our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019, particularly, Part I, Item 1A - Risk Factors therein, which are incorporated herein by reference and Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q. Additional risk factors may also be described in reports that we file from time to time with the SEC.
Available Information
Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding our company, is routinely posted on and accessible on the Investor Relations subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations subpage of our website. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”), free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct, our Corporate Governance Guidelines and the charters for the Audit, Compensation, Quality of Care, Compliance and Ethics and Nominating and Corporate Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Governance”). Reference to our website does not constitute incorporation by reference of the information contained on the website and should not be considered part of this document.
Additionally, the public may read and copy any of the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. Our electronically filed reports can also be obtained on the SEC’s internet site at http://www.sec.gov.




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)

March 31, 2019
(unaudited)
 December 31, 2018September 30, 2019
(unaudited)
 December 31, 2018
ASSETS      
Current assets:      
Cash and cash equivalents$10,554
 $20,229
$20,757
 $20,229
Patient accounts receivable236,437
 188,972
254,703
 188,972
Prepaid expenses10,792
 7,568
10,601
 7,568
Other current assets13,948
 7,349
13,458
 7,349
Total current assets271,731
 224,118
299,519
 224,118
Property and equipment, net of accumulated depreciation of $96,892 and $95,47229,716
 29,449
Property and equipment, net of accumulated depreciation of $101,446 and $95,47229,969
 29,449
Operating lease right of use assets83,064
 
84,124
 
Goodwill649,514
 329,480
660,472
 329,480
Intangible assets, net of accumulated amortization of $33,166 and $33,05062,801
 44,132
Intangible assets, net of accumulated amortization of $36,799 and $33,05066,468
 44,132
Deferred income taxes32,525
 35,794
17,568
 35,794
Other assets54,888
 54,145
54,260
 54,145
Total assets$1,184,239
 $717,118
$1,212,380
 $717,118
LIABILITIES AND EQUITY      
Current liabilities:      
Accounts payable$32,797
 $28,531
$35,901
 $28,531
Payroll and employee benefits111,312
 92,858
115,899
 92,858
Accrued expenses121,716
 99,475
127,111
 99,475
Current portion of long-term obligations6,038
 1,612
8,959
 1,612
Current portion of operating lease liabilities25,514
 
26,783
 
Total current liabilities297,377
 222,476
314,653
 222,476
Long-term obligations, less current portion303,733
 5,775
231,641
 5,775
Operating lease liabilities, less current portion55,840
 
56,619
 
Other long-term obligations6,089
 6,234
6,002
 6,234
Total liabilities663,039
 234,485
608,915
 234,485
Commitments and Contingencies—Note 6
  

  
Equity:      
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding
 

 
Common stock, $0.001 par value, 60,000,000 shares authorized; 36,337,743 and 36,252,280 shares issued; and 32,037,667 and 31,973,505 shares outstanding36
 36
Common stock, $0.001 par value, 60,000,000 shares authorized; 36,599,273 and 36,252,280 shares issued; and 32,246,575 and 31,973,505 shares outstanding37
 36
Additional paid-in capital613,714
 603,666
634,854
 603,666
Treasury stock, at cost 4,300,076 and 4,278,775 shares of common stock(244,373) (241,685)
Treasury stock, at cost 4,352,698 and 4,278,775 shares of common stock(251,070) (241,685)
Accumulated other comprehensive income15
 15
15
 15
Retained earnings150,854
 119,550
218,728
 119,550
Total Amedisys, Inc. stockholders’ equity520,246
 481,582
602,564
 481,582
Noncontrolling interests954
 1,051
901
 1,051
Total equity521,200
 482,633
603,465
 482,633
Total liabilities and equity$1,184,239
 $717,118
$1,212,380
 $717,118
The accompanying notes are an integral part of these condensed consolidated financial statements.




AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
(Unaudited)
 
For the Three-Month 
Periods Ended March 31
For the Three-Month 
Periods Ended September 30
 For the Nine-Month 
Periods Ended September 30
2019 20182019 2018 2019 2018
Net service revenue$467,340
 $399,262
$494,631
 $417,335
 $1,454,955
 $1,228,200
Cost of service, excluding depreciation and amortization275,274
 238,309
288,708
 249,739
 854,734
 730,612
General and administrative expenses:          
Salaries and benefits94,830
 75,631
99,941
 79,367
 293,127
 232,213
Non-cash compensation6,615
 4,044
6,298
 4,842
 18,451
 12,653
Other43,402
 41,680
48,474
 40,335
 140,284
 124,119
Depreciation and amortization2,895
 3,593
4,366
 3,164
 12,440
 9,882
Operating expenses423,016
 363,257
447,787
 377,447
 1,319,036
 1,109,479
Operating income44,324
 36,005
46,844
 39,888
 135,919
 118,721
Other income (expense):          
Interest income24
 120
15
 29
 59
 263
Interest expense(3,349) (1,703)(3,778) (1,991) (11,459) (5,834)
Equity in earnings from equity method investments1,216
 1,860
Equity in (losses) earnings from equity method investments(812) 1,625
 4,120
 6,461
Miscellaneous, net236
 601
1,975
 1,822
 2,404
 2,782
Total other (expense) income, net(1,873) 878
(2,600) 1,485
 (4,876) 3,672
Income before income taxes42,451
 36,883
44,244
 41,373
 131,043
 122,393
Income tax expense(10,878) (9,563)(9,919) (9,825) (31,105) (29,984)
Net income31,573
 27,320
34,325
 31,548
 99,938
 92,409
Net income attributable to noncontrolling interests(269) (161)(193) (171) (760) (524)
Net income attributable to Amedisys, Inc.$31,304
 $27,159
$34,132
 $31,377
 $99,178
 $91,885
Basic earnings per common share:          
Net income attributable to Amedisys, Inc. common stockholders$0.98
 $0.80
$1.06
 $0.99
 $3.09
 $2.78
Weighted average shares outstanding32,001
 33,971
32,211
 31,815
 32,096
 33,075
Diluted earnings per common share:          
Net income attributable to Amedisys, Inc. common stockholders$0.95
 $0.79
$1.03
 $0.96
 $3.01
 $2.71
Weighted average shares outstanding32,893
 34,592
33,002
 32,691
 32,944
 33,852
The accompanying notes are an integral part of these condensed consolidated financial statements.




AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in thousands, except common stock shares)
(Unaudited)
For the Three-Months Ended September 30, 2019
Total Common Stock 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Other
Comprehensive Income
 
Retained
Earnings
 
Noncontrolling
Interests
Shares Amount 
Balance, June 30, 2019$562,942
 36,445,591
 $36
 $623,309
 $(246,175) $15
 $184,596
 $1,161
Issuance of stock – employee stock purchase plan850
 8,230
 
 850
 
 
 
 
Issuance of stock – 401(k) plan2,353
 19,381
 
 2,353
 
 
 
 
Issuance/(cancellation) of non-vested stock
 88,334
 1
 (1) 
 
 
 
Exercise of stock options2,045
 37,737
 
 2,045
 
 
 
 
Non-cash compensation6,298
 
 
 6,298
 
 
 
 
Surrendered shares(4,895) 
 
 
 (4,895) 
 
 
Noncontrolling interest distribution(453) 
 
 
 
 
 
 (453)
Net income34,325
 
 
 
 
 
 34,132
 193
Balance, September 30, 2019$603,465
 36,599,273
 $37

$634,854
 $(251,070) $15
 $218,728
 $901
               
For the Three-Months Ended September 30, 2018
Total Common Stock 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Other
Comprehensive Income
 
Retained
Earnings
 
Noncontrolling
Interests
Shares Amount 
Balance, June 30, 2018$409,061
 36,044,177
 $36
 $585,137
 $(237,947) $15
 $60,712
 $1,108
Issuance of stock – employee stock purchase plan630
 8,673
 
 630
 
 
 
 
Issuance of stock – 401(k) plan2,404
 28,123
 
 2,404
 
 
 
 
Issuance/(cancellation) of non-vested stock
 63,098
 
 
 
 
 
 
Exercise of stock options140
 2,578
 
 140
 
 
 
 
Non-cash compensation4,842
 
 
 4,842
 
 
 
 
Surrendered shares(2,589) 
 
 
 (2,589) 
 
 
Noncontrolling interest distribution(180) 
 
 
 
 
 
 (180)
Repurchase of noncontrolling interest(361) 
 
 (614) 
 
 
 253
Net income31,548
 
 
 
 
 
 31,377
 171
Balance, September 30, 2018$445,495
 36,146,649
 $36
 $592,539
 $(240,536) $15
 $92,089
 $1,352
               
For the Nine-Months Ended September 30, 2019
Total Common Stock 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Other
Comprehensive Income
 
Retained
Earnings
 
Noncontrolling
Interests
Shares Amount 
Balance, December 31, 2018$482,633
 36,252,280
 $36
 $603,666
 $(241,685) $15
 $119,550
 $1,051
Issuance of stock – employee stock purchase plan2,384
 23,267
 
 2,384
 
 
 
 
Issuance of stock – 401(k) plan6,966
 57,783
 
 6,966
 
 
 
 
Issuance/(cancellation) of non-vested stock
 185,515
 1
 (1) 
 
 
 
Exercise of stock options3,388
 80,428
 
 3,388
 
 
 
 
Non-cash compensation18,451
 
 
 18,451
 
 
 
 
Surrendered shares(9,385) 
 
 
 (9,385) 
 
 
Noncontrolling interest distribution(910) 
 
 
 
 
 
 (910)
Net income99,938
 
 
 
 
 
 99,178
 760
Balance, September 30, 2019$603,465
 36,599,273
 $37

$634,854
 $(251,070) $15
 $218,728
 $901
               
For the Nine-Months Ended September 30, 2018
Total Common Stock 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Other
ComprehensiveIncome
 
Retained
Earnings
 
Noncontrolling
Interests
Total Common Stock 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Other
Comprehensive Income
 
Retained
Earnings
 
Noncontrolling
Interests
Shares Amount Shares Amount 
Balance, December 31, 2017$516,426
 35,747,134
 $35
 $568,780
 $(53,713) $15
 $204
 $1,105
$516,426
 35,747,134
 $35
 $568,780
 $(53,713) $15
 $204
 $1,105
Issuance of stock – employee stock purchase plan597
 13,323
 
 597
 
 
 
 
1,787
 32,909
 
 1,787
 
 
 
 
Issuance of stock – 401(k) plan2,379
 45,149
 
 2,379
 
 
 
 
7,185
 113,082
 
 7,185
 
 
 
 
Issuance/(cancellation) of non-vested stock
 53,251
 
 
 
 
 
 

 169,811
 1
 (1) 
 
 
 
Exercise of stock options125
 2,612
 
 125
 
 
 
 
2,749
 83,713
 
 2,749
 
 
 
 
Non-cash compensation4,044
 
 
 4,044
 
 
 
 
12,653
 
 
 12,653
 
 
 
 
Surrendered shares(1,305) 
 
 
 (1,305) 
 
 
(5,421) 
 
 
 (5,421) 
 
 
Shares repurchased(181,402) 
 
 
 (181,402) 
 
 
Noncontrolling interest distribution(28) 
 
 
 
 
 
 (28)(530) 
 
 
 
 
 
 (530)
Repurchase of noncontrolling interest(361) 
 
 (614) 
 
 
 253
Net income27,320
 
 
 
 
 
 27,159
 161
92,409
 
 
 
 
 
 91,885
 524
Balance, March 31, 2018$549,558
 35,861,469
 $35

$575,925
 $(55,018) $15
 $27,363
 $1,238
               
Balance, December 31, 2018$482,633
 36,252,280
 $36
 $603,666
 $(241,685) $15
 $119,550
 $1,051
Issuance of stock – employee stock purchase plan782
 7,856
 
 782
 
 
 
 
Issuance of stock – 401(k) plan2,295
 19,591
 
 2,295
 
 
 
 
Issuance/(cancellation) of non-vested stock
 51,162
 
 
 
 
 
 
Exercise of stock options356
 6,854
 
 356
 
 
 
 
Non-cash compensation6,615
 
 
 6,615
 
 
 
 
Surrendered shares(2,688) 
 
 
 (2,688) 
 
 
Noncontrolling interest distribution(366) 
 
 
 
 
 
 (366)
Net income31,573
 
 
 
 
 
 31,304
 269
Balance, March 31, 2019$521,200
 36,337,743
 $36
 $613,714
 $(244,373) $15
 $150,854
 $954
Balance, September 30, 2018$445,495
 36,146,649
 $36
 $592,539
 $(240,536) $15
 $92,089
 $1,352
The accompanying notes are an integral part of these condensed consolidated financial statements.





AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
For the Three-Month 
Periods Ended March 31
For the Nine-Month 
Periods Ended September 30
2019 20182019 2018
Cash Flows from Operating Activities:      
Net income$31,573
 $27,320
$99,938
 $92,409
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization2,895
 3,593
12,440
 9,882
Non-cash compensation6,615
 4,044
18,451
 12,653
401(k) employer match2,379
 2,567
7,545
 6,934
Amortization and impairment of operating lease right of use assets8,345
 
27,014
 
(Gain) loss on disposal of property and equipment(4) 563
Loss on disposal of property and equipment6
 738
Deferred income taxes3,269
 2,945
17,798
 14,916
Equity in earnings from equity method investments(1,216) (1,860)(4,120) (6,461)
Amortization of deferred debt issuance costs/debt discount213
 178
653
 596
Return on equity investment725
 625
3,727
 4,373
Changes in operating assets and liabilities, net of impact of acquisitions:      
Patient accounts receivable(22,333) 8,260
(39,469) 6,166
Other current assets(10,635) (6,982)(10,194) (32)
Other assets(338) 46
202
 726
Accounts payable(11,140) (1,523)(8,145) (670)
Accrued expenses18,838
 (1,807)27,903
 14,758
Other long-term obligations(144) 2,348
(231) 2,462
Operating lease liabilities(8,139) 
(24,116) 
Operating lease right of use assets(844) 
(2,622) 
Net cash provided by operating activities20,059
 40,317
126,780
 159,450
Cash Flows from Investing Activities:      
Proceeds from sale of deferred compensation plan assets208
 462
287
 563
Proceeds from the sale of property and equipment65
 5
158
 51
Investments in equity method investees(120) 
(210) (3,477)
Purchases of property and equipment(1,198) (1,462)(6,337) (5,684)
Acquisitions of businesses, net of cash acquired(327,867) (2,250)(345,460) (4,074)
Net cash used in investing activities(328,912) (3,245)(351,562) (12,621)
Cash Flows from Financing Activities:      
Proceeds from issuance of stock upon exercise of stock options356
 125
3,388
 2,749
Proceeds from issuance of stock to employee stock purchase plan782
 597
2,384
 1,787
Shares withheld upon stock vesting(2,688) (1,305)(9,385) (5,421)
Noncontrolling interest distribution(366) (28)(910) (530)
Proceeds from borrowings under term loan175,000
 
175,000
 
Proceeds from borrowings under revolving line of credit161,500
 
192,500
 127,500
Repayments of borrowings under revolving line of credit(34,000) 
(133,000) (70,000)
Principal payments of long-term obligations(559) (2,819)(3,820) (91,071)
Debt issuance costs(847) 
(847) (2,433)
Purchase of company stock
 (181,402)
Repurchase of noncontrolling interest
 (361)
Net cash provided by (used in) financing activities299,178
 (3,430)225,310
 (219,182)
Net (decrease) increase in cash and cash equivalents(9,675) 33,642
Net increase (decrease) in cash and cash equivalents528
 (72,353)
Cash and cash equivalents at beginning of period20,229
 86,363
20,229
 86,363
Cash and cash equivalents at end of period$10,554
 $120,005
$20,757
 $14,010
Supplemental Disclosures of Cash Flow Information:      
Cash paid for interest$725
 $1,065
$7,756
 $2,989
Cash paid for income taxes, net of refunds received$404
 $2,813
$17,656
 $11,017
The accompanying notes are an integral part of these condensed consolidated financial statements.


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)










1. NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS
Amedisys, Inc., a Delaware corporation, (together with its consolidated subsidiaries, referred to herein as “Amedisys,” “we,” “us,” or “our”) is a multi-state provider of home health, hospice and personal care services with approximately 74% of our revenue derived from Medicare for the three-monththree and nine-month periods ended March 31,September 30, 2019 and 2018.approximately 73% and 74% of our revenue derived from Medicare for the three and nine-month periods ended September 30, 2018, respectively. As of March 31,September 30, 2019, we owned and operated 321 Medicare-certified home health care centers, 138137 Medicare-certified hospice care centers and 12 personal-care care centers in 38 states within the United States and the District of Columbia.
Basis of Presentation
In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations, and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year and have not been audited by our independent auditors.
This report should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019 (the “Form 10-K”), which includes information and disclosures not included herein. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented, as allowed by such SEC rules and regulations.
Recently Adopted Accounting Pronouncements
On January 1, 2019, the Company adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842); ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Targeted Improvements (collectively, "Topic 842") using a modified retrospective transition approach, which requires the new standards to be applied to all leases existing at the date of initial application. Under Topic 842, lessees are required to recognize a lease liability and right-of-use asset ("ROU asset") for all leases with a term greater than twelve months and to disclose key information about leasing arrangements. Additionally, leases will be classified as either financing or operating; the classification will determine the pattern of expense recognition and classification within the statement of operations.
We are using the standards' effective date as our date of initial application. Consequently, our financial information was not updated and the disclosures required under the new standard are not provided for dates and periods prior to January 1, 2019.
The new standard provides several optional practical expedients that can be adopted at transition. We have elected the "package of practical expedients,"expedients" which allows us to not reassess our prior conclusions regarding lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us.
The most significant effects related to this adoption relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our real estate and fleet operating leases; and (2) significant new disclosures about our leasing activities. Upon adoption, we recognized approximately $80 million in additional operating lease liabilities with corresponding ROU assets of approximately the same amount.
The new standard also provides practical expedients for an entity's ongoing accounting. We have elected the practical expedient that allows us to not separate lease and non-lease components for all of our leases. We are applying the short-term lease recognition exemption to certain information technology leases; therefore, we did not recognize ROU assets and lease liabilities for these leases.
Use of Estimates
Our accounting and reporting policies conform with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we are required to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Principles of Consolidation
These unaudited condensed consolidated financial statements include the accounts of Amedisys, Inc., and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in our accompanying unaudited condensed consolidated financial statements, and business combinations accounted for as purchases have been included in our 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 account for under the equity method of accounting was $35.7$35.4 million and $35.1 million as of March 31,September 30, 2019 and December 31, 2018, respectively, and is reflected in other assets within our condensed consolidated balance sheets.
We account for investments in entities in which we have less than a 20% ownership interest under the cost method of accounting if we do not have the ability to exercise significant influence over the investee.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
We account for revenue from contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (collectively, "ASC 606"), and as such, we recognize revenue in the period in which we satisfy our performance obligations under our contracts by transferring our promised services to our customers in amounts that reflect the consideration to which we expect to be entitled in exchange for providing patient care, which are the transaction prices allocated to the distinct services. The Company's cost of obtaining contracts is not material.


Revenues are recognized as performance obligations are satisfied, which varies based on the nature of the services provided. Our performance obligation is the delivery of patient care services in accordance with the nature and frequency of services outlined in physicians' orders, which are determined by a physician based on a patient's specific goals.


The Company's performance obligations relate to contracts with a duration of less than one year; therefore, the Company has elected to apply the optional exemption provided by ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period.


We determine the transaction price based on gross charges for services provided, reduced by estimates for explicit and implicit price concessions. Explicit price concessions include contractual adjustments provided to patients and third-party payors. Implicit price concessions include discounts provided to self-pay, uninsured patients or other payors, adjustments resulting from payment reviews and adjustments arising from our inability to obtain appropriate billing documentation, authorizations or face-to-face documentation. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of change. Subsequent changes that are determined to be the result of an adverse change in the patient's ability to pay (i.e. change in credit risk) are recorded as a provision for doubtful accounts.


Explicit price concessions are recorded for the difference between our standard rates and the contractual rates to be realized from patients, third party payors and others for services provided.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Implicit price concessions are recorded for self-pay, uninsured patients and other payors by major payor class based on our historical collection experience, aged accounts receivable by payor and current economic conditions. The implicit price concession represents

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




the difference between amounts billed and amounts we expect to collect based on our collection history with similar payors. The Company assesses its ability to collect for the healthcare services provided at the time of patient admission based on the Company's verification of the patient's insurance coverage under Medicare, Medicaid, and other commercial or managed care insurance programs. Medicare represents approximately 74% of the Company's consolidated net service revenue for the three-monththree and nine-month periods ended March 31,September 30, 2019 and 2018.approximately 73% and 74% of our consolidated net service revenue for the three and nine-month periods ended September 30, 2018, respectively.


Amounts due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for price concessions related to payment reviews based on our historical experience and success rates in the claim appeals and adjudication process. Revenue is recorded at amounts we estimate to be realizable for services provided.


We determine our estimates for implicit price concessions related to our inability to obtain appropriate billing documentation, authorizations, or face-to-face documentation based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims.


Revenue by payor class as a percentage of total net service revenue is as follows:
 For the Three-Month Periods Ended September 30 
For the Nine-Month
Periods Ended September 30
 2019 2018 2019 2018
Home Health:       
     Medicare43% 50% 44% 51%
     Non-Medicare - Episodic-based9% 9% 9% 8%
     Non-Medicare - Non-episodic based11% 12% 12% 12%
Hospice (1):       
     Medicare31% 23% 30% 23%
     Non-Medicare2% 1% 1% 1%
Personal Care4% 5% 4% 5%
 100% 100% 100% 100%
(1) Acquired Compassionate Care Hospice on February 1, 2019 and RoseRock Healthcare on April 1, 2019.

 
For the Three-
Month Periods
Ended March 31
 2019 2018
Home Health:   
     Medicare46% 51%
     Non-Medicare - Episodic-based9% 8%
     Non-Medicare - Non-episodic based12% 12%
Hospice:   
     Medicare28% 23%
     Non-Medicare1% 1%
Personal Care4% 5%
 100% 100%


Home Health Revenue Recognition
Medicare Revenue
Net service revenue is recorded under the Medicare prospective payment system (“PPS”) based on an established Federal Medicare home health 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 four4 or fewer; (c) a partial payment if a patient transferred to another provider or we admitted a patient transferring 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) 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; (f) changes in the base episode payments established by the Medicare Program; and (g) adjustments to the base episode payments for case mix and geographic wages. Medicare rates are based on the severity of the patient's condition, service needs and goals, and other factors relating to the cost of providing services and supplies, bundled into an episode of care, not to exceed 60 days. An episode starts the first day a billable visit is performed and ends 60 days later or upon discharge, if earlier, with multiple continuous episodes allowed.
The Medicare home health benefit requires that beneficiaries be homebound (meaning that the beneficiary is unable to leave their home without a considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services, and receive treatment under a plan of care established and periodically reviewed by a physician. All Medicare contracts are required to have a signed plan of care which represents a single performance obligation, comprised of the delivery of a series of distinct


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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to have a signed plan of care which represents a single performance obligation, comprising of the delivery of a series of distinct services that are substantially similar and have a similar pattern of transfer to the customer. Accordingly, the Company accounts for the series of services ("episode") as a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the goods and services provided. Expected Medicare revenue per episode is recognized based on a pro-rated service output method, utilizing our historical average length of episode prior to discharge.
The base episode payment can be adjusted based on each patient's health including clinical condition, functional abilities and service needs, as well as for the applicable geographic wage index, low utilization, patient transfers and other factors. The services covered by the episode payment include all disciplines of care in addition to medical supplies. Medicare can also make various adjustments to payments received if we are unable to produce appropriate billing documentation or acceptable authorizations. In addition, we make adjustments to Medicare revenue if we find we are unable to obtain appropriate billing documentation, authorizations or face-to-face documentation. 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 price concession and a corresponding reduction to patient accounts receivable.
A portion of reimbursement from each Medicare episode is billed near the start of each episode, and cash is typically received before all services are rendered. The amount of revenue recognized for episodes of care which are incomplete at period end is based on the company's average percentage of days complete on episodes as of the end of the year. As of March 31,September 30, 2019, and 2018, 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 patient accounts receivable inaccrued expenses within our condensed consolidated balance sheets for such periods.sheets.
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 which generally range from 90% to 100% of Medicare rates.
Non-episodic based 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. Explicit price concessions are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third parties and others for services provided and are deducted from gross revenue to determine net service revenue. We also make adjustments to non-episodic revenue for any implicit price concessions, based on historical experience, to reflect the estimated transaction price. We receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment.
Hospice Revenue Recognition
Hospice Medicare Revenue
Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are predetermined daily or hourly rates for each of the four levels of care we deliver. The four levels of care are routine care, general inpatient care, continuous home care and respite care. Routine care accounted for 98% and 97%99% of our total netgross Medicare hospice service revenue for each of the three-monththree and nine-month periods ended March 31,September 30, 2019, respectively, and 98% and 97% of our gross Medicare hospice service revenue for the three and nine-month periods ended September 30, 2018, respectively. There are two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, we may also receive a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered nurse (“RN”) or medical social worker (“MSW”) for patients in a routine level of care.
The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care.
We make adjustments to Medicare revenue for implicit price concessions, which include our inability to obtain appropriate billing documentation or acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record it during the period services are rendered.
Additionally, our hospice service revenue is subject to certain limitations on payments from Medicare which are considered variable consideration. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. We

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




record these adjustments as a reduction to revenue and an increase in accrued expenses within our condensed consolidated balance

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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sheet. Beginning for the cap year ending October 31, 2017, providers are required to self-report and pay their estimated cap liability by February 28th of the following year. As of March 31, 2019, we have settled our Medicare hospice reimbursements for all fiscal years through October 31, 2012. As of March 31,September 30, 2019, we have recorded $3.6$5.3 million in accrued expenses for estimated amounts due back to Medicare for the Federal cap years ended October 31, 2013 through September 30, 2019; approximately $1.8$1.9 million of this amount is related to the cap liability acquired as part of the Compassionate Care Hospice ("CCH") acquisition. As of December 31, 2018, we had recorded $1.7 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2013 through September 30, 2019.


Hospice Non-Medicare Revenue
Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established rates or estimated per day rates, as applicable. Explicit price concessions are recorded for the difference between our establishedstandard rates and the amounts estimatedcontractual rates to be realizablerealized from patients, third partiesparty payors and others for services provided and are deducted from gross revenue to determine our net service revenue. We also make adjustments to non-Medicare revenue for any implicit price concessions, based on historical experience, to reflect the estimated transaction price.
Personal Care Revenue Recognition
Personal Care Revenue
We generate net service revenues by providing our services directly to patients based on authorized hours, visits or units determined by the relevant agency, at a rate that is either contractual or fixed by legislation. Net service revenue is recognized at the time services are rendered based on gross charges for the services provided, reduced by estimates for price concessions. We receive payment for providing such services from payors, including state and local governmental agencies, managed care organizations, commercial insurers and private consumers. Payors include the following elder service agencies: Aging Services Access Points (ASAPs), Senior Care Options (SCOs), Program of All-Inclusive Care for the Elderly (PACE) and the Veterans Administration (VA).
Patient Accounts Receivable
We report accounts receivable from services rendered at their estimated transaction price, which includes price concessions based on the amounts expected to be due from payors. Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. As of March 31,September 30, 2019, there is no single payor, other than Medicare, that accounts for more than 10% of our total outstanding patient receivables. Thus, we believe there are no other significant concentrations of receivables that would subject us to any significant credit risk in the collection of our patient accounts receivable. We write off accounts on a monthly basis once we have exhausted our collection efforts and deem an account to be uncollectible. We believe the collectibility risk associated with our Medicare accounts, which represent 57%59% and 56% of our patient accounts receivable at March 31,September 30, 2019 and December 31, 2018, respectively, is limited due to our historical collection rate of over 99% from Medicare and the fact that Medicare is a U.S. government payor.
We do not believe there are any significant concentrations of revenues from any payor that would subject us to any significant credit risk in the collection of our accounts receivable.
Medicare Home Health
For our home health patients, 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.


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Medicare Hospice
For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We bill Medicare on a monthly basis for the services provided to the patient.
Non-Medicare Home Health, Hospice and Personal Care
For our non-Medicare patients, our pre-billing process primarily begins with verifying a patient’s eligibility for services with the applicable payor. Once the patient has been confirmed for eligibility, we will provide services to the patient and bill the applicable payor. Our review and evaluation of non-Medicare accounts receivable includes a detailed review of outstanding balances and special consideration to concentrations of receivables from particular payors or groups of payors with similar characteristics that would subject us to any significant credit risk.
Debt Issuance Costs
During the three-monthsnine-month period ended March 31,September 30, 2019, we recorded an additional $0.8 million in deferred debt issuance costs as a reduction to long-term obligations, less current portion in our condensed consolidated balance sheet in connection with our entry into the Amended Credit Agreement (See Note 5 - Long-Term Obligations). As of March 31,September 30, 2019 and December 31, 2018, we had unamortized debt issuance costs of $4.2$3.7 million and $3.5 million, respectively, recorded as long-term obligations, less current portion in our condensed consolidated balance sheet. We amortize deferred debt issuance costs related to our long-term obligations over the term of the obligation through interest expense, unless the debt is extinguished, in which case unamortized balances are immediately expensed. We amortized $0.2 million and $0.6 million in deferred debt issuance during the three-month periodthree and nine-month periods ended March 31, 2019.September 30, 2019, respectively. The unamortized debt issuance costs of $4.2$3.7 million will be amortized over a weighted-average amortization period of 4.84.3 years.
Fair Value of Financial Instruments
The following details our financial instruments where the carrying value and the fair value differ (amounts in millions):
 Fair Value at Reporting Date Using
Financial InstrumentCarrying Value as of
September 30, 2019
 
Quoted Prices in Active
Markets for Identical
Items
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Long-term obligations$240.6
 $
 $236.0
 $

 Fair Value at Reporting Date Using
Financial InstrumentCarrying Value as of
March 31, 2019
 
Quoted Prices in Active
Markets for Identical
Items
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Long-term obligations$311.2
 $
 $310.0
 $


The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows:


Level 1 – Quoted prices in active markets for identical assets and liabilities.


Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Our deferred compensation plan assets are recorded at fair value and are considered a level 2 measurement. For our other financial instruments, including our cash and cash equivalents, patient accounts receivable, accounts payable, payroll and employee benefits and accrued expenses, we estimate the carrying amounts approximate fair value.


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Weighted-Average Shares Outstanding
Net income per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of the weighted-average shares outstanding, which are used to calculate our basic and diluted net income attributable to Amedisys, Inc. common stockholders (amounts in thousands):
 
For the Three-
Month Periods
Ended September 30,
 For the Nine-
Month Periods
Ended September 30,
 2019 2018 2019 2018
Weighted average number of shares outstanding - basic32,211
 31,815
 32,096
 33,075
Effect of dilutive securities:       
Stock options532
 561
 543
 464
Non-vested stock and stock units259
 315
 305
 313
Weighted average number of shares outstanding - diluted33,002
 32,691
 32,944
 33,852
Anti-dilutive securities133
 51
 154
 76

 
For the Three-
Month Periods
Ended March 31,
 2019 2018
Weighted average number of shares outstanding - basic32,001
 33,971
Effect of dilutive securities:   
Stock options559
 334
Non-vested stock and stock units333
 287
Weighted average number of shares outstanding - diluted32,893
 34,592
Anti-dilutive securities148
 182
Business Combinations

We account for acquisitions using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets.

 
3. ACQUISITIONS
We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health, hospice and personal care services. The purchase price paid for acquisitions is negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows. Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets for significant acquisitions. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuations and liabilities assumed.
On February 1, 2019, we acquired Compassionate Care Hospice ("CCH"), a national hospice care provider headquartered in New Jersey, for a purchase price of $327.9 million, net of cash acquired of $6.7 million, which is inclusive of approximately $50 million in payments related to a tax asset and working capital.million.
The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed. During the three-month period ended September 30, 2019, we recorded measurement period adjustments based on changes to management's estimates and assumptions related to the assets acquired and liabilities assumed. Based on the Company's preliminary valuation, the total estimated consideration of $327.9 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions):


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 Amount
Patient accounts receivable$26.3
Prepaid expenses0.8
Other current assets0.2
Property and equipment0.2
Intangible assets24.4
Operating lease right of use assets3.4
Total assets acquired55.3
Accounts payable(15.9)
Payroll and employee benefits(11.8)
Accrued expenses(11.0)
Deferred tax liability(0.4)
Operating lease liabilities(3.4)
Total liabilities acquired(42.5)
Net identifiable assets acquired12.8
Goodwill315.1
Total estimated consideration$327.9
 Amount
Patient accounts receivable$25.1
Prepaid expenses1.2
Other current assets0.2
Property and equipment0.2
Intangible assets18.8
Total assets acquired45.5
Accounts payable(15.0)
Payroll and employee benefits(12.2)
Accrued expenses(10.1)
Current portion of long-term obligations(0.3)
Total liabilities acquired(37.6)
Net identifiable assets acquired7.9
Goodwill320.0
Total estimated consideration$327.9

Intangible assets acquired include Medicare licenses, certificates of need, trade names and non-compete agreements. The trade names and non-compete agreements will be amortized over a weighted-average period of 2.0 and 2.3 years, respectively.
CCH contributed approximately $32.0$45.6 million in net service revenue and $3.8 million in operating income (excludingof $0.9 million (inclusive of acquisition and integration costs)costs totaling $3.4 million) during the three-month period ended March 31,September 30, 2019 and $123.6 million in net service revenue and an operating loss of $4.2 million (inclusive of acquisition and integration costs totaling $13.4 million) during the nine-month period ended September 30, 2019.
The following table contains unaudited proformapro forma condensed consolidated statement of operations information for the three-monththree and nine-month periods ended March 31,September 30, 2019 and 2018 assuming that the CCH acquisition closed on January 1, 2018 (amounts in millions, except per share data):
 For the Three-
Month Periods
Ended September 30,
 
For the Nine-
Month Periods
Ended September 30,
 2019 2018 2019 2018
Net service revenue$494.6
 $467.3
 $1,471.0
 $1,373.4
Operating income46.8
 47.0
 142.2
 136.9
Net income attributable to Amedisys, Inc.34.1
 34.2
 102.9
 97.9
Basic earnings per share1.06
 1.07
 3.21
 2.96
Diluted earnings per share$1.03
 $1.05
 $3.12
 $2.89
 
For the Three-
Month Periods
Ended March 31,
 2019 2018
Net service revenue$483.4
 $446.7
Operating income (loss)50.6
 41.8
Net income35.4
 29.1
Basic earnings (loss) per share1.10
 0.85
Diluted earnings (loss) per share$1.07
 $0.84

The pro forma information presented above includes adjustments for (i) amortization of identifiable intangible assets, (ii) interest on additional debt required to fund the CCH acquisition, (iii) non-recurring transaction costs and (iv) income taxes based on the Company’s statutory tax rate. This pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information.

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




On April 1, 2019, we acquired RoseRock Healthcare ("RoseRock"), an Oklahoma based hospice provider, for a purchase price of $17.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $15.8 million and other intangibles including non-compete agreements of $0.7 million and tradenames of $1.0 million during the three-month period ended June 30, 2019. The non-compete agreement will be amortized over a weighted-average period of 2.8 years. RoseRock contributed approximately $2.2 million in net service revenue and $0.3 million in operating income during the three-month period ended September 30, 2019 and approximately $4.7 million in net service revenue and $0.8 million in operating income during the nine-month period ended September 30, 2019.
4. LEASES
We determine whether an arrangement is a lease at inception. We have operating leases, primarily for offices and fleet, that expire at various dates over the next tennine years. We also have finance leases covering certain office equipment that expire at various dates over the next three years. Our leases do not contain any restrictive covenants.


Our office leases generally contain renewal options for periods ranging from one to five years. Because we are not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and payments associated with the option years are excluded from lease payments. Our office leases also generally include termination options, which allow for early termination of the lease after the first one to three years. Because we are not reasonably certain to exercise these termination options, the options are not considered in determining the lease term; payments for the full lease term are included in lease payments. Our office leases do not contain any material residual value guarantees.

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Our fleet leases include a term of 367 days with monthly renewal options thereafter. Our fleet leases also include terminal rental adjustment clauses (“TRAC”), which provide for a final rental payment adjustment at the end of the lease, typically based on the amount realized from the sale of the vehicle. The TRAC is structured such that it will almost always result in a significant payment by us to the lessor if the renewal option is not exercised. Based on the significance of the TRAC adjustment at the initial lease expiration, and our historical practice, we believe that it is reasonably certain that we will exercise the monthly renewal options; therefore, the renewal options are considered in determining the lease term, and payments associated with the renewal options are included in lease payments.


For our fleet and office equipment leases, we use the implicit rate in the lease as the discount rate. For our office leases, the implicit rate is typically not available, so we use our incremental borrowing rate at the commencement date as the discount rate. Our lease agreements include both lease and non-lease components. We have elected the practical expedient that allows us to not separate lease and non-lease components for all of our leases.


Payments due under our operating and finance leases include fixed payments as well as variable payments. For our office leases, variable payments include amounts for the Company’sour proportionate share of operating expenses, utilities, property taxes, insurance, common area maintenance and other facility-related expenses. For our vehicle and equipment leases, variable payments consist of sales tax.


The components of lease cost for the three-month periodthree and nine-month periods ended March 31,September 30, 2019 are as follows (amounts in millions):

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 Three-Month Period Ended March 31, 2019
Operating lease cost$8.2
Impairment of operating lease ROU assets0.1
  
Finance lease cost 
Amortization of ROU assets0.4
Interest on lease liabilities0.1
Total finance lease cost0.5
  
Variable lease cost0.5
Short-term lease cost0.1
  
Total lease cost$9.4


 
For the
Three-Month Period Ended September 30, 2019
 
For the
Nine-Month Period Ended September 30, 2019
Operating lease cost:   
Operating lease cost$8.8
 $26.0
Impairment of operating lease ROU assets0.7
 1.0
Total operating lease cost9.5
 27.0
    
Finance lease cost:   
Amortization of ROU assets0.5
 1.3
Interest on lease liabilities
 0.1
Total finance lease cost0.5
 1.4
    
Variable lease cost0.7
 1.9
Short-term lease cost0.1
 0.2
    
Total lease cost$10.8
 $30.5


Amounts reported in the condensed consolidated balance sheet as of March 31,September 30, 2019 for our operating leases are as follows (amounts in millions):
 September 30, 2019
Operating lease ROU assets$84.1
  
Current portion of operating lease liabilities26.8
Operating lease liabilities, less current portion56.6
Total operating lease liabilities$83.4

 March 31, 2019
Operating lease ROU assets$83.1
  
Current portion of operating lease liabilities25.5
Operating lease liabilities, less current portion55.8
Total operating lease liabilities$81.3


Amounts reported in the condensed consolidated balance sheet as of March 31,September 30, 2019 for finance leases are included in the table below. The finance lease ROU assets are recorded within property and equipment, net of accumulated depreciation within our condensed consolidated balance sheet. The finance lease liabilities are recorded within current portion of long-term obligations and long-term obligations, less current portion within our condensed consolidated balance sheet.

 September 30, 2019
Finance lease ROU assets$5.1
Accumulated amortization(1.4)
Finance lease ROU assets, net3.7
  
Current installments of obligations under finance leases1.7
Long-term portion of obligations under finance leases2.0
Total finance lease liabilities$3.7



AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)







 March 31, 2019
Finance lease ROU assets$3.7
Accumulated amortization(0.9)
Finance lease ROU assets, net2.8
  
Current installments of obligations under finance leases1.2
Long-term portion of obligations under finance leases1.5
Total finance lease liabilities$2.7


Supplemental cash flow information and non-cash activity related to our leases are as follows (amounts in millions):
 
For the
Nine-Month Period Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities and ROU assets: 
Operating cash flow from operating leases$(26.7)
Financing cash flow from finance leases(1.2)
  
ROU assets obtained in exchange for lease obligations: 
Operating leases106.9
Finance leases2.7
  
Reductions to ROU assets resulting from reductions to lease obligations: 
Operating leases(1.2)
Finance leases

 Three-Month Period Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities and ROU assets: 
Operating cash flow from operating leases$(9.0)
Financing cash flow from finance leases(0.4)
  
ROU assets obtained in exchange for lease obligations: 
Operating leases91.7
Finance leases0.8
  
Reductions to ROU assets resulting from reductions to lease obligations: 
Operating leases(0.6)
Finance leases


Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.


Weighted average remaining lease terms and discount rates for our leases as of March 31,September 30, 2019 are as follows:
 Years
Weighted average remaining lease term: 
Operating leases4.24.0

Finance leases2.3

 Rate
Weighted average discount rate: 
Operating leases4.14.0%
Finance leases5.3%



Maturities of lease liabilities as of September 30, 2019 are as follows (amounts in millions):

 
Operating
Leases
 
Finance
Leases
2019 (a)$6.3
 $0.5
202029.8
 1.8
202122.1
 1.4
202213.1
 0.2
20238.2
 
Thereafter11.0
 
Total undiscounted lease payments90.5
 3.9
Less: Imputed interest(7.1) (0.2)
Total lease liabilities$83.4
 $3.7
(a) Excludes the nine-month period ended September 30, 2019.


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Maturities of lease liabilities as of March 31, 2019 are as follows (amounts in millions):
 
Operating
Leases
 
Finance
Leases
2019 (a)$21.2
 $1.0
202024.9
 1.2
202117.4
 0.7
20229.5
 
20235.9
 
Thereafter9.9
 
Total undiscounted lease payments88.8
 2.9
Less: Imputed interest(7.5) (0.2)
Total lease liabilities$81.3
 $2.7
(a) Excludes the three-month period ended March 31, 2019.


5. LONG-TERM OBLIGATIONS
Long-term debt consisted of the following for the periods indicated (amounts in millions):
 September 30, 2019 December 31, 2018
$175.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (3.6% at September 30, 2019); due February 4, 2024$172.8
 $
$550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (3.5% at September 30, 2019); due February 4, 202467.0
 7.5
Promissory notes0.8
 1.1
Finance leases3.7
 2.3
Principal amount of long-term obligations244.3
 10.9
Deferred debt issuance costs(3.7) (3.5)
 240.6
 7.4
Current portion of long-term obligations(9.0) (1.6)
Total$231.6
 $5.8

 March 31, 2019 December 31, 2018
$175.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (4.0% at March 31, 2019); due February 4, 2024$175.0
 $
$550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (4.0% at March 31, 2019); due February 4, 2024135.0
 7.5
Promissory notes1.2
 1.1
Finance leases2.7
 2.3
Principal amount of long-term obligations313.9
 10.9
Deferred debt issuance costs(4.2) (3.5)
 309.7
 7.4
Current portion of long-term obligations(6.0) (1.6)
Total$303.7
 $5.8


First Amendment to Amended and Restated Credit Agreement


On February 4, 2019, we entered into the First Amendment to theour Credit Agreement (as amended by the First Amendment, the "Amended Credit Agreement"). The Amended Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $725.0 million, which includes thea $550.0 million Revolving Credit Facility under the Credit Agreement and a term loan facility with a principal amount of up to $175.0 million (the "Term Loan Facility" and collectively with the Revolving Credit Facility, the "Credit Facility"), which was added by the First Amendment.


We borrowed the entire principal amount of the Term Loan Facility on February 4, 2019 in order to fund a portion of the purchase price of the CCH acquisition, with the remainder of the purchase price and associated transactional fees and expenses funded by proceeds from the Revolving Credit Facility.


The loans issued under the Credit Facility bear interest on a per annum basis, at our election, at either: (i) the Base Rate plus the Applicable Rate or (ii) the Eurodollar Rate plus the Applicable Rate. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Eurodollar Rate plus 1% per annum. The “Eurodollar Rate” means the quoted rate per annum equal to the

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




London Interbank Offered Rate (“LIBOR”) or a comparable successor rate approved by the Administrative Agent for an interest period of one, two, three or six months (as selected by us). The “Applicable Rate” is based on the consolidated leverage ratio and is presented in the table below. As of March 31,September 30, 2019, the Applicable Rate is 0.50% per annum for Base Rate loans and 1.50% per annum for Eurodollar Rate loans. We are also subject to a commitment fee and letter of credit fee under the terms of the Amended Credit Agreement, as presented in the table below.


Pricing TierConsolidated Leverage RatioCommitment FeeLetter of Credit FeeEurodollar Rate LoansBase Rate Loans
I≥ 3.00 to 1.00.35%1.75%2.00%1.00%
II< 3.00 to 1.0 but ≥ 2.00 to 1.00.30%1.50%1.75%0.75%
III< 2.00 to 1.0 but ≥ 0.75 to 1.00.25%1.25%1.50%0.50%
IV< 0.75 to 1.00.20%1.00%1.25%0.25%

Pricing TierConsolidated Leverage RatioCommitment FeeLetter of Credit FeeEurodollar Rate LoansBase Rate Loans
I≥ 3.00 to 1.00.35%1.75%2.00%1.00%
II< 3.00 to 1.0 but ≥ 2.00 to 1.00.30%1.50%1.75%0.75%
III< 2.00 to 1.0 but ≥ 0.75 to 1.00.25%1.25%1.50%0.50%
IV< 0.75 to 1.00.20%1.00%1.25%0.25%


The final maturity date of the Credit Facility is February 4, 2024.2024. The Revolving Credit Facility will terminate and be due and payable as of the final maturity date. The Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of (i) 0.625% for the period commencing on February 4, 2019 and ending on March 31, 2020, (ii) 1.250% for the period commencing on April 1, 2020 and ending on March 31, 2023, and (iii) 1.875% for the period commencing on April 1, 2023 and

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




ending on February 4, 2024. The remaining balance of the Term Loan Facility must be paid upon the final maturity date. In addition to the scheduled amortization of the Term Loan Facility, and subject to customary exceptions and reinvestment rights, we are required to prepay the Term Loan Facility, first, and the Revolving Credit Facility, second, with 100% of all net cash proceeds received by any loan party or any subsidiary thereof in connection with (a) any asset sale or disposition where such loan party receives net cash proceeds in excess of $5 million or (b) any debt issuance that is not permitted under the Amended Credit Agreement.


The Amended Credit Agreement requires maintenance of two financial covenants: (i) a consolidated leverage ratio of funded indebtedness to EBITDA, as defined in the Amended Credit Agreement, and (ii) a consolidated interest coverage ratio of EBITDA to cash interest charges, as defined in the Amended Credit Agreement. Each of these covenants is calculated over rolling four-quarter periods and also is subject to certain exceptions and baskets. The Amended Credit Agreement also contains customary covenants, including, but not limited to, restrictions on: incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes, investments, and declarations of dividends. These covenants contain customary exclusions and baskets as detailed in the Amended Credit Agreement. In connection with our entry into the Amended Credit Agreement, we recorded $0.8 million in deferred debt issuance costs as long-term obligations, less current portion within our condensed consolidated balance sheet during the three-monthnine-month period ended March 31,September 30, 2019.


The Revolving Credit Facility is guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries. The Amended Credit Agreement requires at all times that we (i) provide guarantees from wholly-owned subsidiaries that in the aggregate represent not less than 95% of our consolidated net revenues and adjusted EBITDA from all wholly-owned subsidiaries and (ii) provide guarantees from subsidiaries that in the aggregate represent not less than 70% of consolidated adjusted EBITDA, subject to certain exceptions.


Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 4.1%3.8% and 3.9% for the three-month periodthree and nine-month periods ended March 31, 2019.September 30, 2019, respectively. Our weighted average interest rate for our borrowings under our $175.0 million Term Loan Facility was 4.1%3.8% and 3.9% for the three-month period ended September 30, 2019 and for the period February 4, 2019 to March 31, 2019.September 30, 2019, respectively.
As of March 31,September 30, 2019, our consolidated leverage ratio was 1.4,1.0, our consolidated interest coverage ratio was 16.619.5 and we are in compliance with our covenants under the Amended Credit Agreement. In the event we are not in compliance with our debt covenants in the future, we would pursue various alternatives in an attempt to successfully resolve the non-compliance, which might include, among other things, seeking debt covenant waivers or amendments.
As of March 31,September 30, 2019, our availability under our $550.0 million Revolving Credit Facility was $380.9$452.8 million as we have $135.0$67.0 million outstanding in borrowings and $34.1$30.2 million outstanding in letters of credit.

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




Joinder Agreement
In connection with the CCH acquisition, we entered into a Joinder Agreement, dated as of February 4, 2019, pursuant to which CCH and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement, the Amended and Restated Security Agreement, dated as of June 29, 2018, and the Amended and Restated Pledge Agreement, dated as of June 29, 2018. Pursuant to the Joinder, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement, CCH and its subsidiaries granted in favor of the Administrative Agent a first lien security interest in substantially all of their personal property assets and pledged to the Administrative Agent each of their respective subsidiaries' issued and outstanding equity interests. CCH and its subsidiaries also guaranteed our obligations, whether now existing or arising after the effective date of the Joinder, under the Amended Credit Agreement pursuant to the terms of the Joinder and the Amended Credit Agreement.



AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




6. COMMITMENTS AND CONTINGENCIES
Legal Proceedings - Ongoing
We are involved in the following legal actions:
Subpoena Duces Tecum and Civil Investigative Demands 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 documents relating to our hospice clinical and business operations and related compliance activities. The Subpoena generally covers the period from January 1, 2011 through May 21, 2015. We are fully cooperating with the U.S. Department of Justice with respect to this investigation.
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. The CID requests the delivery of information to the United States Attorney’s Office for the Northern District of West Virginia regarding 66 identified hospice patients, as well as documents relating to our hospice clinical and business operations in the Morgantown area. The CID generally covers the period from January 1, 2009 through August 31, 2015. We are fully cooperating with the U.S. Department of Justice with respect to this investigation.
 
On June 27, 2016, we received a CID issued by the U.S. Department of Justice pursuant to the federal False Claims Act relating to claims submitted to Medicare and/or Medicaid for hospice services provided through designated facilities in the Parkersburg, West Virginia area. The CID requests the delivery of information to the United States Attorney’s Office for the Southern District of West Virginia regarding 68 identified hospice patients, as well as documents relating to our hospice clinical and business operations in the Parkersburg area. The CID generally covers the period from January 1, 2011 through June 20, 2016. We are fully cooperating with the U.S. Department of Justice with respect to this investigation.
Based on our analysis of sample claims data in connection with preliminary settlement discussions with the U.S. Department of Justice regarding the above matters, we have recorded $1.0a total of $6.5 million to accrued expenses in our condensed consolidated balance sheet related to this matter as March 31,of September 30, 2019.  However, dueDue to the ongoing nature of the investigations and preliminarycurrent stage of the settlement discussions, we are unable to estimate a range of potential loss at this time, and we cannot predict the timing or outcome of these investigations.
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.
Legal fees related to all legal matters are expensed as incurred.
Other Investigative Matters - Ongoing
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 formalizesformalized various aspects of our already existing ethics and compliance programs and containscontained other requirements designed to help ensure our ongoing compliance with federal health care program requirements. Among other things, the CIA requiresrequired us to maintain our

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




existing compliance program, executive compliance committee and compliance committee of the Board of Directors; provide certain compliance training; continue screening new and current employees to ensure they are eligible 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 the OIG. Additionally, the CIA specifically requiresrequired 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. The corporate integrity agreement had a term of five years that ended on April 21, 2019. We filed our final annual report on July 19, 2019.

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




Compassionate Care Hospice Corporate Integrity Agreement
On January 30, 2015, Compassionate Care Hospice (“CCH”) entered into a CIA with the OIG. The CIA requires that CCH provide annual on-site compliance training; develop and implement policies to ensure compliance with federal health care program requirements; screen new and current employees to ensure that they are eligible to participate in federal health care programs; establish a compliance committee that contains both a Compliance Officer and a Chief Quality Officer; retain a Governing Authority expert who will periodically complete a compliance program review; and retain an independent review organization (IRO) to complete claims review for hospice services rendered in New York. The OIG has waived the claims review for the final year of the CCH CIA based on the closure of the New York operations. Additionally, the CIA requires that CCH report substantial overpayments that CCH discovers it has received from federal health care programs, as well as probable violations of federal criminal, civil or administrative health care laws. Upon breach of the CIA, weCCH could become liable for payment of certain stipulated penalties, or could be excluded from participation in federal health care programs. The corporate integrity agreementCIA has a term of five years.

Idaho and Wyoming Self-Report
During 2016, the Company engaged an independent auditing firm to perform a clinical audit of the hospice care centers acquired by Frontier Home Health and Hospice in April 2014. As of December 31, 2018, we recorded $1.3 million to accrued expenses in our consolidated balance sheet related to this matter; this amount was paid during the three-month period ended March 31, 2019.years that will end on January 30, 2020.
Third Party Audits - Ongoing
From time to time, in the ordinary course of business, we are subject to audits under various governmental programs including Recovery Audit Contractors (“RACs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program Integrity Contractors ("UPICs"), Program Safeguard Contractors (“PSCs”) and Medicaid Integrity Contributors (“MICs”) in which third party firms engaged by the Centers for Medicare and Medicaid Services (“CMS”) conduct extensive reviewreviews of claims data to identify potential improper payments.
We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations.
In July 2010, our subsidiary that provides hospice services in Florence, South Carolina received from a Zone Program Integrity Contractor (“ZPIC”)ZPIC a request for records regarding a sample of 30 beneficiaries who received services from the subsidiary during the period of January 1, 2008 through March 31, 2010 (the “Review Period”) to determine whether the underlying services met pertinent Medicare payment requirements. We acquired the hospice operations subject to this review on August 1, 2009; the Review Period covers time periods both before and after our ownership of these hospice operations. Based on the ZPIC’s findings for 16 beneficiaries, which were extrapolated to all claims for hospice services provided by the Florence subsidiary billed during the Review Period, on June 6, 2011, the Medicare Administrative Contractor (“MAC”) for the subsidiary issued a notice of overpayment seeking recovery from our subsidiary of an alleged overpayment. We dispute these findings, and our Florence subsidiary has filed appeals through the Original Medicare Standard Appeals Process, in which we are seeking to have those findings overturned. An administrative law judge ("ALJ") hearing was held in early January 2015. On January 18, 2016, we received a letter dated January 6, 2016 referencing the ALJ hearing decision for the overpayment issued on June 6, 2011. The decision was partially favorable with a new overpayment amount of $3.7 million with a balance owed of $5.6 million, including interest, based on 9 disputed claims (originally 16). We filed an appeal to the Medicare Appeals Council on the remaining 9 disputed claims and also argued that the statistical method used to select the sample was not valid. No assurances can be given as to the timing or outcome of the Medicare Appeals Council decision. As of March 31,September 30, 2019, Medicare has withheld payments of $5.7 million (including additional interest) as part of their standard procedures once this level of the appeal process has been reached. In the event we are not able to recoup this alleged overpayment, we are entitled to be indemnified by the prior owners of the hospice operations for amounts relating to the period prior to August 1, 2009. On January 10, 2019, an arbitration panel from the American Health Lawyers Association determined that the prior owners' liability for their indemnification obligation was $2.8 million. Accordingly, the Company reduced its indemnity receivable from $4.9 million to $2.8 million. The $2.1 million impact was recorded to general and administrative expenses, other within our consolidated statements of operations during the three-month period ended December 31, 2018. As of March 31,September 30, 2019, we have an indemnity receivable of approximately $2.8 million for the amount withheld related to the period prior to August 1, 2009.
In July 2016, the Company received a request for medical records from SafeGuard Services, L.L.C (“SafeGuard”), a ZPIC, related to services provided by some of the care centers that the Company acquired from Infinity Home Care, L.L.C. The review period covers time periods both before and after our ownership of the care centers, which were acquired on December 31, 2015. In August 2017, the Company received Requests for Repayment from Palmetto GBA, LLC ("Palmetto") regarding Infinity Home Care of Lakeland, LLC ("Lakeland Care Centers") and Infinity Home Care of Pinellas, LLC ("Clearwater Care Center"). The Palmetto letters are based on a statistical extrapolation performed by SafeGuard which alleged an overpayment of $34.0 million for the Lakeland Care Centers on a universe of 72 Medicare claims totaling $0.2 million in actual claims payments using a 100% error rate and an overpayment of $4.8 million for the Clearwater Care Center on a universe of 70 Medicare claims totaling $0.2 million in actual claims payments using a 100% error rate.


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)








The Lakeland Request for Repayment covers claims between January 2, 2014 and September 13, 2016. The Clearwater Request for Repayment covers claims between January 2, 2015 and December 9, 2016. As a result of partially successful Level I and Level II Administrative Appeals, the alleged overpayment for the Lakeland Care Centers has been reduced to $26.0 million and the alleged overpayment for the Clearwater Care Center has been reduced to $3.3 million. The Company has now filed Level III Administrative Appeals, and will continue to vigorously pursue its appeal rights, which include contesting the methodology used by the ZPIC contractor to perform statistical extrapolation. The Company is contractually entitled to indemnification by the prior owners for all claims prior to December 31, 2015, for up to $12.6 million.
At this stage of the review, based on the information currently available to the Company, the Company cannot predict the timing or outcome of this review. The Company estimates a low-end potential range of loss related to this review of $6.5 million (assuming the Company is successful in seeking indemnity from the prior owners and unsuccessful in demonstrating that the extrapolation method used by SafeGuard was erroneous). The Company has reduced its high-end potential range of loss from $38.8 million (the maximum amount Palmetto claims has been overpaid for both the Lakeland Care Centers and the Clearwater Care Center, of which amount $12.6 million is subject to indemnification by the prior owners) to $29.3 million based on the partial success achieved by the Company in prosecuting its Level I and II Administrative Appeals.
As of March 31,September 30, 2019, we have an accrued liability of approximately $17.4 million related to this matter. We expect to be indemnified by the prior owners for approximately $10.9 million of the total $12.6 million available indemnification related to this matter and have recorded this amount within other assets in our condensed consolidated balance sheet as of March 31,September 30, 2019. The net of these two amounts, $6.5 million, was recorded as a reduction in revenue in our condensed consolidated statements of operations during the three-month period ended September 30, 2017. As of March 31,September 30, 2019, $1.5 million of receivables have been impacted by this payment suspension.
Compliance
From time to time, the Company performs internal reviews of claims data to identify potential improper payments under the Medicare program. Any overpayments are recorded as a reduction in revenue in our condensed consolidated statements of operations. As of March 31, 2019, we have recorded $7.1 million to accrued expenses in our condensed consolidated balance sheet as a result of these reviews.
Insurance
We are obligated for certain costs associated with our insurance programs, including employee health, workers’ compensation and professional liability. While we maintain various insurance programs to cover these risks, we are self-insured for a substantial portion of our potential claims. We recognize our obligations associated with these costs, up to specified deductible limits in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported. These costs have generally been estimated based on historical data of our claims experience. Such estimates, and the resulting reserves, are reviewed and updated by us on a quarterly basis.
Our health insurance has an exposure limit of $1.3 million for any individual covered life. Our workers’ compensation insurance has a retention limit of $1.0 million per incident and our professional liability insurance has a retention limit of $0.3 million per incident.
7. SEGMENT INFORMATION
Our operations involve servicing patients through our three3 reportable business segments: home health, hospice and personal care. 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 completing important personal tasks. Our hospice segment provides palliative care and comfort to terminally ill patients and their families. Our personal care segment provides patients with assistance with the essential activities of daily living. The “other” column in the following tables consists of costs relating to executive management and administrative support functions, primarily information services, accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration.


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)








Management evaluates performance and allocates resources based on the operating income of the reportable segments, which includes an allocation of corporate expenses directly attributable to the specific segment and includes revenues and all other costs directly attributable to the specific segment. Segment assets are not reviewed by the company’s chief operating decision maker and therefore are not disclosed below (amounts in millions).
 For the Three-Month Period Ended September 30, 2019
 
Home
Health
 Hospice 
Personal
Care
 Other Total
Net service revenue$311.5
 $162.4
 $20.7
 $
 $494.6
Cost of service, excluding depreciation and amortization188.9
 84.5
 15.3
 
 288.7
General and administrative expenses75.5
 35.8
 3.0
 40.4
 154.7
Depreciation and amortization1.0
 0.4
 0.1
 2.9
 4.4
Operating expenses265.4
 120.7
 18.4
 43.3
 447.8
Operating income (loss)$46.1
 $41.7
 $2.3
 $(43.3) $46.8
          
 For the Three-Month Period Ended September 30, 2018
 
Home
Health
 Hospice 
Personal
Care
 Other Total
Net service revenue$294.9
 $103.4
 $19.0
 $
 $417.3
Cost of service, excluding depreciation and amortization181.8
 53.4
 14.5
 
 249.7
General and administrative expenses68.8
 21.4
 3.0
 31.3
 124.5
Depreciation and amortization0.8
 0.3
 0.1
 2.0
 3.2
Operating expenses251.4
 75.1
 17.6
 33.3
 377.4
Operating income (loss)$43.5
 $28.3
 $1.4
 $(33.3) $39.9
          
 For the Nine-Month Period Ended September 30, 2019
 
Home
Health
 Hospice 
Personal
Care
 Other Total
Net service revenue$940.2
 $452.6
 $62.1
 $
 $1,454.9
Cost of service, excluding depreciation and amortization562.4
 245.9
 46.4
 
 854.7
General and administrative expenses220.9
 99.7
 9.3
 122.0
 451.9
Depreciation and amortization3.1
 1.2
 0.2
 7.9
 12.4
Operating expenses786.4
 346.8
 55.9
 129.9
 1,319.0
Operating income (loss)$153.8
 $105.8
 $6.2
 $(129.9) $135.9
          
 For the Nine-Month Period Ended September 30, 2018
 
Home
Health
 Hospice 
Personal
Care
 Other Total
Net service revenue$870.5
 $302.1
 $55.6
 $
 $1,228.2
Cost of service, excluding depreciation and amortization532.7
 155.2
 42.7
 
 730.6
General and administrative expenses205.2
 61.7
 9.5
 92.6
 369.0
Depreciation and amortization2.4
 0.8
 0.2
 6.5
 9.9
Operating expenses740.3
 217.7
 52.4
 99.1
 1,109.5
Operating income (loss)$130.2
 $84.4
 $3.2
 $(99.1) $118.7

 For the Three-Month Period Ended March 31, 2019
 
Home
Health
 Hospice 
Personal
Care
 Other Total
Net service revenue$310.1
 $137.0
 $20.2
 $
 $467.3
Cost of service, excluding depreciation and amortization185.7
 74.1
 15.5
 
 275.3
General and administrative expenses71.4
 29.0
 3.1
 41.3
 144.8
Depreciation and amortization1.0
 0.4
 0.1
 1.4
 2.9
Operating expenses258.1
 103.5
 18.7
 42.7
 423.0
Operating income (loss)$52.0
 $33.5
 $1.5
 $(42.7) $44.3
          
 For the Three-Month Period Ended March 31, 2018
 
Home
Health
 Hospice 
Personal
Care
 Other Total
Net service revenue$284.1
 $97.3
 $17.9
 $
 $399.3
Cost of service, excluding depreciation and amortization174.4
 50.1
 13.8
 
 238.3
General and administrative expenses68.0
 20.0
 3.2
 30.2
 121.4
Depreciation and amortization0.8
 0.2
 0.1
 2.5
 3.6
Operating expenses243.2
 70.3
 17.1
 32.7
 363.3
Operating income (loss)$40.9
 $27.0
 $0.8
 $(32.7) $36.0


AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)








8. SHARE REPURCHASE
2019 Stock Repurchase Program
On February 25, 2019, we announced that our Board of Directors authorized a stock repurchase program, under which we may repurchase up to $100 million of our outstanding common stock through March 1, 2020.2020.
Under the terms of the program, we are allowed to repurchase shares 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 are allowed to enter into Rule 10b5-1 plans to effect some or all of the repurchases. The timing and the amount of the repurchases will be determined by management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors.
We did not repurchase any shares pursuant to this stock repurchase program during the three-month periodthree or nine-month periods ended March 31,September 30, 2019.
2018 Share Repurchase
On June 4, 2018, we purchased 2,418,304 of our common shares from affiliates of KKR Credit Advisors (US) LLC ("KKR"), representing one-half of KKR's then-current holdings in the Company and 7.1% of the aggregate outstanding shares of the Company's common stock for a total purchase price of $181.4 million including related direct costs. The Company repurchased the shares at $73.96 which represents 96% of the closing stock price of the Company's common stock on June 4, 2018. The repurchased shares are classified as treasury shares.
9. SUBSEQUENT EVENTSRELATED PARTY TRANSACTIONS
On April 1,During 2018, we made a $7.0 million investment in Medalogix, a healthcare predictive data and analytics company; this investment is accounted for under the equity method. During the three and nine-month periods ended September 30, 2019, we acquired RoseRock Healthcare, an Oklahoma based hospice provider, for a purchase priceincurred costs of $17.5 million.approximately $0.1 million and $0.2 million, respectively, in connection with the usage of Medalogix's analytics platforms.





ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations and financial condition for the three-month periodthree and nine-month periods ended March 31,September 30, 2019. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included herein, and the consolidated financial statements and notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019 (the “Form 10-K”), which are incorporated herein by this reference. Historical results that appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.
Unless otherwise provided, “Amedisys,” “we,” “our,” and the “Company” refer to Amedisys, Inc. and our consolidated subsidiaries.
Overview
We are a provider of high-quality in-home healthcare and related services to the chronic, co-morbid, aging American population, with approximately 74% of our revenue derived from Medicare for the three-monththree and nine-month periods ended March 31,September 30, 2019 and 2018.approximately 73% and 74% of our revenue derived from Medicare for the three and nine-month periods ended September 30, 2018, respectively.
Our operations involve servicing patients through our three reportable business segments: home health, hospice and personal care. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from an illness, injury or surgery. Our hospice segment provides care that is designed to provide comfort and support for those who are facing a terminal illness. Our personal care segment provides patients with assistance with the essential activities of daily living. As of March 31,September 30, 2019, we owned and operated 321 Medicare-certified home health care centers, 138137 Medicare-certified hospice care centers and 12 personal-care care centers in 38 states within the United States and the District of Columbia.
Care Centers Summary (Includes Unconsolidated Joint Ventures)
Home
Health
 Hospice 
Personal
Care
Home
Health
 Hospice 
Personal
Care
As of December 31, 2018323
 84
 12
323
 84
 12
Acquisitions/Startups
 54
 
3
 57
 
Closed/Consolidated(2) 
 
(5) (4) 
As of March 31, 2019321
 138
 12
As of September 30, 2019321
 137
 12
Recent Developments
Governmental Inquiries and Investigations and Other Litigation
See Note 6 – Commitments and Contingencies to our condensed consolidated financial statements for additional information regarding our corporate integrity agreementagreements and for a discussion of and updates regarding other legal proceedings and investigations we are involved in. No assurances can be given as to the timing or outcome of these items.
Payment
In AprilOn July 31, 2019, the Centers for Medicare and Medicaid Services ("CMS") issued a proposedfinal rule to update hospice payment rates and the wage index for fiscal year 2020. The proposed rule includes a rebasing of continuous home care, inpatient respite care and general inpatient care to better reflect the costs of care. This rebasing wouldwill be offset by a reduction in routine home care payments of 2.7% to achieve budget neutrality.  In addition, CMS is proposing to eliminateeliminated the one-year “lag” in the use of the hospital wage index in an effort to align with the Inpatient Prospective Payment System ("IPPS") and other payment systems. CMS estimates hospices serving Medicare beneficiaries would see an estimated 2.7%2.6% increase in payments. This increase is the result of a 3.2%3.0% market basket adjustment less a 0.5%0.4% productivity adjustment. We are still evaluating ourhave estimated the impact of the 2020 proposed rule.final rule on us to be an increase in revenue of approximately 0.5%; however, we are expecting the impact on gross margin percentage to be a reduction of approximately 0.6% as the majority of the revenue increase will be passed through to the general inpatient and respite facilities. These estimates are subject to change as our mix of work changes.


TheIn November 2018, CMS issued the Calendar Year 2019 Home Health Final Rule, released in November 2018,which provided for the first payment rate increase for home health providers since 2010. CMS estimated that the net impact of the payment provisions of the final rule will


would result in an increase of 2.2% in reimbursement to home health providers. The increase is the result of a 3.0% market basket increase less a 0.8% productivity adjustment. We expecthave estimated the impact of the final rule on us to be an increase in revenue of 1.2%. Additionally,

In the 2019 rule, CMS also issued proposed payment changes for Medicare home health providers for 2020. These proposed changes included changes to the Home Health Prospective Payment System ("HHPPS") case-mix adjustment methodology through the use of a new Patient-Driven Groupings Model ("PDGM") for home health payments. This change is proposed to be implemented January 1, 2020 and also includespayments, a change in the unit of payment from a 60-day payment period to a 30-day payment period and eliminatesthe elimination of the use of therapy visits in the determination of payments. While the proposed changes are to be implemented in a budget neutral


manner to the industry, the ultimate impact will vary by provider based on factors including patient mix and admission source.

In July 2019, CMS issued a proposed rule for 2020 which reaffirmed the 2020 changes included in the 2019 rule including implementation of PDGM and a change in the unit of payment from 60-day episodes of care to 30-day periods of care. Additionally, in arriving atan effort to eliminate fraud risks, CMS proposed to phase out requests for anticipated payment ("RAPs") over 2020 with the calculationfull elimination of RAPs in 2021. CMS estimates that the proposed rule will result in a 1.3% increase in payments to home health providers. The increase is the result of a rate1.5% market basket increase reduced by 0.2% for the rural add-on. CMS is also assuming that is budget neutral, CMS has made assumptions aboutthe industry will make certain behavioral changes whichresulting in a decrease in reimbursement of 8.01%. We have not been finalized.estimated the impact of the proposed rule on us to be a reduction in revenue of 6.8%. Our current view is that we can offset approximately 50% of the impact via behavioral changes, while mitigating the remainder of the impact via a mix of cost levers, including optimizing clinical mix and utilization. We will continue to refine our estimate and will reassess upon the release of the final rule.
Acquisitions
On February 1, 2019, we acquired Compassionate Care Hospice ("CCH"), a national hospice care provider headquartered in New Jersey, for a purchase price of $327.9 million, net of cash acquired, which is inclusive of approximately $50 million in payments related to a tax asset and working capital.acquired.
On April 1, 2019, we acquired the assets of RoseRock Healthcare ("RoseRock"), an Oklahoma based hospice provider for a purchase price of $17.5 million.
As we continue to focus on inorganic expansion in all three segments, we anticipate incurring acquisition and integration costs throughout 2019. During the three-month periodthree and nine-month periods ended March 31,September 30, 2019, we incurred approximately $6$4 million and $14 million, respectively, in costs related to various acquisitions and the integration of CCH. Our total acquisition and integration costs related to CCH for 2019 are expected to be approximately $16$15 million to $18$16 million.
Partnerships
In July 2019, we signed an agreement with ClearCare, Inc. ("ClearCare"), the personal care industry’s leading software platform, representing 4,000 personal care agencies in every zip code in the United States. Our agreement with ClearCare creates an opportunity to establish a network partnership between Amedisys and personal care agencies using ClearCare in order to better coordinate patient care. Long term, this allows us to build a nation-wide network of personal care agencies and furthers our efforts to provide patients with a true care continuum in the home. This relationship will also help us as we continue to have innovative payment conversations with Medicare Advantage plans who have begun to recognize the value that combined home health, hospice and personal care services brings to their members and care delivery infrastructure. 



Results of Operations
Three-Month Period Ended March 31,September 30, 2019 Compared to the Three-Month Period Ended March 31,September 30, 2018
Consolidated
The following table summarizes our consolidated results of operations (amounts in millions):
 
For the Three-
Month Periods
Ended March 31,
For the Three-Month Periods
Ended September 30,
2019 20182019 2018
Net service revenue$467.3
 $399.3
$494.6
 $417.3
Gross margin, excluding depreciation and amortization192.0
 161.0
205.9
 167.6
% of revenue41.1% 40.3%41.6% 40.2%
Other operating expenses147.7
 125.0
154.7
 124.5
% of revenue31.6% 31.3%31.3% 29.8%
Depreciation and amortization4.4
 3.2
Operating income44.3
 36.0
46.8
 39.9
Total other (expense) income, net(1.8) 0.9
(2.6) 1.5
Income tax expense(10.9) (9.6)(9.9) (9.8)
Effective income tax rate25.6% 25.9%22.4% 23.7%
Net income31.6
 27.3
34.3
 31.6
Net income attributable to noncontrolling interests(0.3) (0.2)(0.2) (0.2)
Net income attributable to Amedisys, Inc.$31.3
 $27.2
$34.1
 $31.4
Overall, our operating income increased $8$7 million on a revenue increase of $68 million driven by growth within all three of our segments and$77 million. Our results for the acquisitionthree-month period ended September 30, 2019 include the acquisitions of CCH on February 1, 2019 and RoseRock on April 1, 2019. For the quarter, CCH and RoseRock contributed approximately $48 million in revenue and approximately $1 million in operating income which is inclusive of $3 million in acquisition and integration costs and $1 million in intangibles amortization.
Our 2019quarterly performance reflects growth and operating results wereimprovement within all three segments of our legacy operations. Our gross margin was positively impacted $5 million due to the impact of theby 2019 changes in reimbursement. In addition, ourreimbursement for both home health segment continues to see improvement in clinician productivity and hospice totaling $5 million, increases in the acuity level of our patients which positively impactedand improved utilization within our gross margin. We also continuehome health segment. Our other operating expenses as a percentage of revenue increased 1.5% compared to remain focused onprior year; this increase is inclusive of approximately $4 million in acquisition and integration costs. Excluding the acquisition and integration costs, as our other operating expenses as a percentage of revenue increased only slightlyless than 1% compared to prior year despite incurring approximately $6 million in acquisition costs and integration costs primarily related to the CCH acquisition as well as planned wage increases that became effective during the three-month period ended September 30, 2018. CCH contributed approximately $32 million in revenue and $4 million in operating income to our results for the three-month period ended March 31, 2019. The CCH acquisition impacted our hospice segment as well as our corporate expenses.



Home Health Segment
The following table summarizes our home health segment results of operations:
 
For the Three-
Month Periods
Ended March 31,
For the Three-Month Periods
Ended September 30,
2019 20182019 2018
Financial Information (in millions):
      
Medicare$213.4
 $205.0
$211.5
 $208.0
Non-Medicare96.7
 79.1
100.0
 86.9
Net service revenue310.1
 284.1
311.5
 294.9
Cost of service185.7
 174.4
188.9
 181.8
Gross margin124.4
 109.7
122.6
 113.1
Other operating expenses72.4
 68.8
76.5
 69.6
Operating income$52.0
 $40.9
$46.1
 $43.5
   
Same Store Growth (1):      
Medicare revenue4% 5%2% 10%
Non-Medicare revenue22% 14%16% 20%
Total admissions6% 4%9% 4%
Total volume (2)6% 7%6% 6%
Total Episodic admissions (3)4% 3%8% 3%
Total Episodic volume (4)3% 6%5% 5%
Key Statistical Data - Total (5):      
Medicare:      
Admissions50,320
 49,455
48,295
 46,371
Recertifications27,112
 27,236
27,662
 28,551
Total volume77,432
 76,691
75,957
 74,922
Completed episodes73,978
 72,836
74,355
 73,114
Visits1,331,409
 1,314,126
1,281,380
 1,301,090
Average revenue per completed episode (6)$2,902
 $2,792
$2,909
 $2,855
Visits per completed episode (7)17.4
 17.2
17.1
 17.6
Non-Medicare:      
Admissions33,649
 29,889
33,642
 29,325
Recertifications14,683
 12,432
15,678
 14,539
Total volume48,332
 42,321
49,320
 43,864
Visits753,679
 660,933
775,804
 698,181
Total (5):      
Visiting Clinician Cost per Visit$81.05
 $80.34
$83.68
 $82.78
Clinical Manager Cost per Visit8.01
 7.99
$8.09
 $8.18
Total Cost per Visit$89.06
 $88.33
$91.77
 $90.96
Visits2,085,088
 1,975,059
2,057,184
 1,999,271
 
(1)Same store information represents the percent change in our Medicare, Non-Medicare, Total and Episodic revenue, admissions or volume for the period as a percent of the Medicare, Non-Medicare, Total and Episodic revenue, admissions or volume of the prior period. Effective July 1, 2019, same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2)Total volume includes all admissions and recertifications.
(3)Total Episodic admissions includes admissions for Medicare and Non-Medicare payors that bill on a 60-day episode of care basis.
(4)Total Episodic volume includes admissions and recertifications for Medicare and Non-Medicare payors that bill on a 60-day episode of care basis.



(5)Total includes acquisitions and denovos.
(6)Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care.
(7)Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes completed during the period.
Operating Results
Overall, our operating income increased $11$3 million on a $26$17 million increase in net service revenue. Our gross margin as a percentage of revenue was positively impacted by growth in volumes, an increase in the acuity level of our patients and improved utilization. The impact of the 2019 change in reimbursement resulted in an increase in net service revenue and gross margin of approximately $3 million. These items were partially offset by planned wage increases that became effective during the three-month period ended September 30, 2019 and an increase in revenue price concessions. In addition, our operating expenses increased due to the addition of resources to support volume growth.
Net Service Revenue
Our revenue increased $17 million on a 6% increase in total volume and a 2% increase in Medicare revenue per episode, partially offset by an increase in our revenue price concessions. The volume growth was driven by a 9% increase in admissions. The increase in Medicare revenue per episode is the result of a 1.2% increase in reimbursement with the remainder due to an increase in the acuity level of our patients. Additionally, our non-Medicare (per visit and episodic) rates increased approximately 2% which is a combination of increases in clinician productivityrate and the acuity level of our patients.
Cost of Service, Excluding Depreciation and Amortization
Our cost of service consists of costs associated with direct clinician care in the homes of our patients as well as the cost of clinical managers who monitor the overall delivery of care. Our cost of service increased 4% on a 3% increase in total visits which was driven by a 6% growth in volumes. Our total cost per visit increased less than 1% as an improvement in clinician utilization and optimization of discipline mix partially offset planned wage increases that became effective during the three-month period ended September 30, 2019. Additionally, changes in our home health care center staffing resulted in a shift of some office staff from cost of service to other operating expenses totaling approximately $2 million.
Other Operating Expenses
Other operating expenses increased approximately $7 million primarily due to an increase in salaries and benefits expense as a result of the addition of resources to support volume growth, planned wage increases that became effective during the three-month period ended September 30, 2019 and a shift of some of our home health office staff from cost of service to other operating expenses.


Hospice Segment
The following table summarizes our hospice segment results of operations:
 For the Three-Month Periods
Ended September 30,
 2019 2018
Financial Information (in millions):
   
Medicare$153.5
 $98.0
Non-Medicare8.9
 5.4
Net service revenue162.4
 103.4
Cost of service84.5
 53.4
Gross margin77.9
 50.0
Other operating expenses36.2
 21.7
Operating income$41.7
 $28.3
Same Store Growth (1):   
Medicare revenue10% 7%
Hospice admissions4% 8%
Average daily census5% 11%
Key Statistical Data - Total (2):   
Hospice admissions9,914
 6,765
Average daily census11,565
 7,768
Revenue per day, net$152.67
 $144.71
Cost of service per day$79.51
 $74.72
Average discharge length of stay98
 101
(1)Same store information represents the percent change in our Medicare revenue, Hospice admissions or average daily census for the period as a percent of the Medicare revenue, Hospice admissions or average daily census of the prior period. Effective July 1, 2019, same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2)Total includes acquisitions and denovos.
Operating Results
On February 1, 2019, we acquired CCH, which owned and operated 53 hospice care centers. On April 1, 2019, we acquired RoseRock Healthcare, which owned and operated one hospice care center. Acquisitions are included in our consolidated financial statements from their respective acquisition dates. As a result, our hospice segment operating results for 2019 and 2018 are not fully comparable.
Overall, our operating income increased $13 million on a $59 million increase in net service revenue. Our operating results for the quarter were positively impacted by the 2019 change in reimbursement, which resulted in an increase in net service revenue and gross margin of approximately $2 million, by continued growth and by our acquisitions. Our acquisitions contributed approximately $48 million in revenue and $7 million in operating income to our hospice segment's results for the three-month period ended September 30, 2019.
Net Service Revenue
Our hospice revenue increased $59 million, approximately $48 million of which is attributable to our acquisition activity. The remaining $11 million increase is the result of a 5% increase in our average daily census, a 1.6% increase in reimbursement effective for services provided from October 1, 2018 and a reduction in our revenue price concessions.


Cost of Service, Excluding Depreciation and Amortization
Our hospice cost of service increased $31 million, approximately $29 million of which is attributable to our acquisition activity. The remaining $2 million increase is primarily due to a 5% increase in average daily census and the impact of planned wage increases that became effective during the three-month period ended September 30, 2019.
Other Operating Expenses
Other operating expenses increased $15 million; approximately $12 million of the increase is related to our acquisition activity. The remaining $3 million increase is due to increases in other care center related expenses, primarily salaries and benefits due to the addition of resources to support census growth and planned wage increases that became effective during the three-month period ended September 30, 2019.
Personal Care Segment
The following table summarizes our personal care segment results of operations:
 For the Three-Month Periods
Ended September 30,
 2019 2018
Financial Information (in millions):
   
Medicare$
 $
Non-Medicare20.7
 19.0
Net service revenue20.7
 19.0
Cost of service15.3
 14.5
Gross margin5.4
 4.5
Other operating expenses3.1
 3.1
Operating income$2.3
 $1.4
Key Statistical Data - Total (1):   
Billable hours824,251
 810,427
Clients served12,687
 12,380
Shifts370,451
 357,382
Revenue per hour$25.12
 $23.40
Revenue per shift$55.90
 $53.06
Hours per shift2.2
 2.3

(1)Total includes acquisitions.
Operating Results
On October 1, 2018, we acquired the assets of Bring Care Home which serviced the state of Massachusetts. Acquisitions are included in our consolidated financial statements from their respective acquisition dates. As a result, our personal care operating results for 2019 and 2018 are not fully comparable.
Operating income related to our personal care segment increased approximately $1 million on a $2 million increase in net service revenue offset by a $1 million increase in cost of service; other operating expenses remained flat.


Corporate
The following table summarizes our corporate results of operations:
 For the Three-Month Periods
Ended September 30,
 2019 2018
Financial Information (in millions):
   
Other operating expenses$40.4
 $31.3
Depreciation and amortization2.9
 2.0
Total operating expenses$43.3
 $33.3
Corporate expenses consist of costs relating to our executive management and corporate and administrative support functions, primarily information services, accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration.
During the three-month period ended September 30, 2019, corporate operating expenses increased $10 million; approximately $6 million of which is attributable to the CCH acquisition: $2 million relates to CCH corporate and administrative support functions, $1 million relates to CCH intangibles amortization and approximately $3 million relates to CCH acquisition and integration costs. Excluding the impact of the CCH acquisition, other operating expenses increased $4 million which represents 5% of our $77 million increase in revenue. The increase is due to increases in salaries and benefits expense, information technology expense and rent expense which were partially offset by a decrease in professional fees.

Nine-Month Period Ended September 30, 2019 Compared to the Nine-Month Period Ended September 30, 2018
Consolidated
The following table summarizes our consolidated results of operations (amounts in millions):
 
For the Nine-Month Periods
Ended September 30,
 2019 2018
Net service revenue$1,454.9
 $1,228.2
Gross margin, excluding depreciation and amortization600.2
 497.6
% of revenue41.3% 40.5%
Other operating expenses451.9
 369.0
% of revenue31.1% 30.0%
Depreciation and amortization12.4
 9.9
Operating income135.9
 118.7
Total other (expense) income, net(4.9) 3.7
Income tax expense(31.1) (30.0)
Effective income tax rate23.7% 24.5%
Net income99.9
 92.4
Net income attributable to noncontrolling interests(0.7) (0.5)
Net income attributable to Amedisys, Inc.$99.2
 $91.9
Overall, our operating income increased $17 million on a revenue increase of $227 million. Our results for the nine-month period ended September 30, 2019 include the acquisitions of CCH and RoseRock. CCH and RoseRock contributed approximately $129 million in revenue and an operating loss of approximately $3 million which is inclusive of $13 million in acquisition and integration costs and $3 million in intangibles amortization.


Additionally, our operating income was negatively impacted by a $7 million accrual related to settlement discussions with the U.S. Department of Justice (see Note 6 - Commitments and Contingencies to our condensed consolidated financial statements for additional information).
Our year-to-date performance reflects growth and operating improvement in all three segments of our legacy operations. Our gross margin was positively impacted by 2019 changes in reimbursement totaling $15 million. We also continue to remain focused on costs as our other operating expenses as a percentage of revenue increased only 1.1% compared to prior year; this increase is inclusive of approximately $14 million in acquisition and integration costs. Excluding the acquisition and integration costs, our other operating expenses as a percentage of revenue remained flat compared to prior year despite planned wage increases and the addition of resources to support growth.



Home Health Segment
The following table summarizes our home health segment results of operations:
 For the Nine-Month Periods
Ended September 30,
 2019 2018
Financial Information (in millions):
   
Medicare$644.0
 $619.3
Non-Medicare296.2
 251.2
Net service revenue940.2
 870.5
Cost of service562.4
 532.7
Gross margin377.8
 337.8
Other operating expenses224.0
 207.6
Operating income$153.8
 $130.2
Same Store Growth (1):   
Medicare revenue4% 7%
Non-Medicare revenue18% 18%
Total admissions7% 4%
Total volume (2)6% 7%
Total Episodic admissions (3)6% 3%
Total Episodic volume (4)4% 6%
Key Statistical Data - Total (5):   
Medicare:   
Admissions147,485
 142,884
Recertifications82,551
 84,218
Total volume230,036
 227,102
Completed episodes224,635
 220,726
Visits3,935,182
 3,933,290
Average revenue per completed episode (6)$2,922
 $2,841
Visits per completed episode (7)17.4
 17.5
Non-Medicare:   
Admissions100,184
 88,485
Recertifications45,945
 40,862
Total volume146,129
 129,347
Visits2,303,576
 2,049,662
Total (5):   
Visiting Clinician Cost per Visit$82.23
 $81.06
Clinical Manager Cost per Visit7.91
 7.98
Total Cost per Visit$90.14
 $89.04
Visits6,238,758
 5,982,952
(1)Same store information represents the percent change in our Medicare, Non-Medicare, Total and Episodic revenue, admissions or volume for the period as a percent of the Medicare, Non-Medicare, Total and Episodic revenue, admissions or volume of the prior period. Effective July 1, 2019, same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2)Total volume includes all admissions and recertifications.
(3)Total Episodic admissions includes admissions for Medicare and Non-Medicare payors that bill on a 60-day episode of care basis.
(4)Total Episodic volume includes admissions and recertifications for Medicare and Non-Medicare payors that bill on a 60-day episode of care basis.
(5)Total includes acquisitions and denovos.


(6)Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care.
(7)Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes completed during the period.
Operating Results
Overall, our operating income increased $24 million on a $70 million increase in net service revenue. Our gross margin as a percentage of revenue.revenue was positively impacted by the 2019 changes in reimbursement, growth in volumes, the acuity level of our patients and improved utilization. The impact of the 2019 change in reimbursement was an increase in net service revenue and gross margin of approximately $3$9 million.
Net Service Revenue
Our revenue increased $26$70 million (8%) on a 6% increase in total volume and a $1103% increase in Medicare revenue per episode. The volume growth was driven by a 6%7% increase in admissions. The increase in Medicare revenue per episode is the result of a 1.2% increase in reimbursement with the remainder due to an increase in the acuity level of our patients. Additionally, our non-Medicare (per visit and episodic) rates increased approximately 3% which is a combination of rate increases and increases in the acuity level of our patients. The increase in revenue for the three-monthnine-month period ended March 31,September 30, 2019 was also positively impacted by a $2 million reduction in our revenue price concessions.
Cost of Service, Excluding Depreciation and Amortization
Our cost per visitof service consists of costs associated with direct clinician care in the homes of our patients as well as the cost of clinical managers who monitormaintain the overall delivery of care. Our cost of service increased 6% on a 6%4% increase in total visits. Our increase in total visits was driven by growth in volumes as well as an increase in visits per completed episode which is the result of an increase in the acuity level of our patients. Our total cost per visit increased less thanapproximately 1% as an increaseimprovements in clinician productivityutilization and optimization of discipline mix partially offset planned wage increases. Additionally, changes in our home health care center staffing resulted in a shift of some office staff from cost of service to other operating expenses totaling approximately $3 million.
Other Operating Expenses
Other operating expenses increased approximately $4$16 million primarily due to an increase in salaries and benefits expense as a result of the addition of resources to support volume growth, and planned wage increases that became effective duringand the three-month period ended September 30, 2018.home health staffing shifts referenced above.



Hospice Segment
The following table summarizes our hospice segment results of operations:
 
For the Three-
Month Periods
Ended March 31,
For the Nine-Month Periods
Ended September 30,
2019 20182019 2018
Financial Information (in millions):
      
Medicare$130.7
 $91.8
$430.0
 $286.7
Non-Medicare6.3
 5.5
22.6
 15.4
Net service revenue137.0
 97.3
452.6
 302.1
Cost of service74.1
 50.1
245.9
 155.2
Gross margin62.9
 47.2
206.7
 146.9
Other operating expenses29.4
 20.2
100.9
 62.5
Operating income$33.5
 $27.0
$105.8
 $84.4
Same Store Growth (1):      
Medicare revenue9% 12%6% 11%
Hospice admissions5% 5%5% 7%
Average daily census8% 12%6% 12%
Key Statistical Data - Total (2):      
Hospice admissions9,711
 6,933
30,055
 20,444
Average daily census9,982
 7,214
10,997
 7,514
Revenue per day, net$152.56
 $149.80
$150.77
 $147.28
Cost of service per day$82.43
 $77.17
$81.92
 $75.65
Average discharge length of stay98
 97
98
 98
 
(1)Same store information represents the percent change in our Medicare revenue, Hospice admissions or average daily census for the period as a percent of the Medicare revenue, Hospice admissions or average daily census of the prior period. Effective July 1, 2019, same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2)Total includes acquisitions and denovos.
Operating Results
On February 1, 2019, we acquired CCH, which owned and operated 53 hospice care centers. Acquisitions are included in our consolidated financial statements from their respective acquisition dates. As a result of our 2019 acquisitions, our hospice segment operating results for 2019 and 2018 are not fully comparable.
Overall, our operating income increased $7$21 million on a $40$150 million increase in net service revenue. CCHOur operating income was negatively impacted by a $7 million reduction to revenue and gross margin related to settlement discussions with the U.S. Department of Justice (see Note 6 - Commitments and Contingencies to our condensed consolidated financial statements for additional information). Our operating results for the nine-month period ended September 30, 2019 were positively impacted by the 2019 change in reimbursement, which resulted in an increase in net service revenue and gross margin of approximately $6 million, by continued growth and by our acquisitions which contributed approximately $32$128 million in revenue and $5$18 million in operating income to our hospice segment's results for the three-month period ended March 31, 2019. The impact of the 2019 change in reimbursement was an increase in net service revenue and gross margin of approximately $2 million. We experienced a decrease in gross margin as a percentage of revenue primarily due to planned wage increases that became effective during the three-monthnine-month period ended September 30, 2018 and an increase in our estimated price concessions. Our operating results were negatively impacted by less than $1 million related to CCH's in-patient units; we are currently in the process of winding down these operations.2019.
Net Service Revenue
Our hospice revenue increased $40 million,$150 million; approximately $32$128 million of which is attributable to CCH.our acquisition activities. The remaining $8$22 million increase is the result of an 8%a 6% increase in our average daily census and a 1.6% increase in reimbursement effective for services provided from October 1, 2018. We experienced a $2 million2018, partially offset by an increase in our revenue price concessions, which negatively impacted ourinclude a $7 million reduction to revenue forand gross margin related to the three-month period ended March 31, 2019.U.S. Department of Justice matter noted above.



Cost of Service, Excluding Depreciation and Amortization
Our hospice cost of service increased $24$91 million, approximately $20$80 million of which is attributable to CCH.our acquisition activity. The remaining $4$11 million increase is primarily due to an 8%a 6% increase in average daily census and anplanned wage increases. The increase in our cost of service per day of 8% is driven by our acquisitions as a resultour same store cost of planned wage increases that became effectiveservice per day increased less than 1%. We expect our acquisitions' cost of service per day to approximate our legacy metric as we fully integrate them during the three-month period ended September 30, 2018.2020.
Other Operating Expenses
Other operating expenses increased $9$38 million; approximately $7$30 million of the increase is related to CCH.our acquisition activity. The remaining $2$8 million increase is due to increases in other care center related expenses, primarily salaries and benefits due to the addition of resources to support census growth and planned wage increases that became effective during the three-month period ended September 30, 2018.and travel and training expense.
Personal Care Segment
The following table summarizes our personal care segment results of operations:
 
For the Three-
Month Periods
Ended March 31,
For the Nine-Month Periods
Ended September 30,
2019 20182019 2018
Financial Information (in millions):
      
Medicare$
 $
$
 $
Non-Medicare20.2
 17.9
62.1
 55.6
Net service revenue20.2
 17.9
62.1
 55.6
Cost of service15.5
 13.8
46.4
 42.7
Gross margin4.7
 4.1
15.7
 12.9
Other operating expenses3.2
 3.3
9.5
 9.7
Operating income$1.5
 $0.8
$6.2
 $3.2
Key Statistical Data (1):   
Key Statistical Data - Total (1):   
Billable hours833,617
 749,953
2,506,113
 2,357,608
Clients served12,801
 12,536
16,134
 15,731
Shifts376,182
 348,166
1,128,920
 1,062,422
Revenue per hour$24.19
 $23.85
$24.77
 $23.57
Revenue per shift$53.60
 $51.36
$55.00
 $52.30
Hours per shift2.2
 2.2
2.2
 2.2


(1)Total includes acquisitionsacquisitions.
Operating Results
On May 1, 2018, we acquiredOperating income related to our personal care segment increased $3 million on a $7 million increase in net service revenue. Cost of service increased approximately $4 million; other operating expenses remained relatively flat. These results are inclusive of the assetsacquisitions of East Tennessee Personal Care Services which owned and operated one personal-care care center. On Octoberon May 1, 2018 we acquired the assets ofand Bring Care Home which serviced the state of Massachusetts. Acquisitions are included in our consolidated financial statements from their respective acquisition dates.on October 1, 2018. As a result, our personal care operating results for 2019 and 2018 are not fully comparable.
Operating income related to our personal care segment increased less than $1 million on a $2 million increase in net service revenue. Other operating expenses remained flat.



Corporate
The following table summarizes our corporate results of operations:
For the Three-
Month Periods
Ended March 31,
For the Nine-Month Periods
Ended September 30,
2019 20182019 2018
Financial Information (in millions):
      
Other operating expenses$41.3
 $30.2
$122.0
 $92.6
Depreciation and amortization1.4
 2.5
7.9
 6.5
Total operating expenses$42.7
 $32.7
$129.9
 $99.1
CorporateDuring the nine-month period ended September 30, 2019, corporate operating expenses consistincreased $31 million; approximately $21 million of costs relatingwhich is attributable to our executive management andthe CCH acquisition: $5 million relates to CCH corporate and administrative support functions, primarily information services, accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration.
During the three-month period ended March 31, 2019, corporate operating expenses increased $10 million. Approximately $7 million of the increase is the result of the CCH acquisition of which approximately $1$3 million relates to corporate and administrative support functionsCCH intangibles amortization and approximately $6$13 million relates to CCH acquisition and integration costs. Excluding the impact of the CCH acquisition, and integration costs, other operating expenses increased $5$10 million which represents 8%4% of our $68$227 million increase in revenue. The remaining increase is primarily due to increases in salaries and benefits expense and information technology expense and travel and training expense which were partially offset by a decreasedecreases in professional fees, depreciation and amortization and a gaingains on the sale of fleet vehicles.


Liquidity and Capital Resources
Cash Flows
The following table summarizes our cash flows for the periods indicated (amounts in millions):
 
For the Three-
Month Periods
Ended March 31,
For the Nine-Month Periods
Ended September 30,
2019 20182019 2018
Cash provided by operating activities$20.1
 $40.3
$126.8
 $159.4
Cash used in investing activities(328.9) (3.3)(351.5) (12.6)
Cash provided by (used in) financing activities299.2
 (3.4)225.3
 (219.2)
Net (decrease) increase in cash and cash equivalents(9.6) 33.6
Net increase (decrease) in cash and cash equivalents0.6
 (72.4)
Cash and cash equivalents at beginning of period20.2
 86.4
20.2
 86.4
Cash and cash equivalents at end of period$10.6
 $120.0
$20.8
 $14.0
Cash provided by operating activities decreased $20.2$32.6 million during the three-monthnine-month period ended March 31,September 30, 2019 compared to the three-monthnine-month period ended March 31,September 30, 2018 primarily due to the payment of acquisition and integration costs, a decrease in our cash collections as comparedand an increase in the payment of acquired liabilities related to 2018.our acquisition activity.
Cash used in investing activities increased $325.6$338.9 million during the three-monthnine-month period ended March 31,September 30, 2019 compared to the three-monthnine-month period ended March 31,September 30, 2018 related toas a result of our acquisitionacquisitions of CCH.CCH and RoseRock.
Cash provided by financing activities increased $302.6$444.5 million during the three-monthnine-month period ended March 31,September 30, 2019 compared to the three-monthnine-month period ended March 31,September 30, 2018 primarily due to our borrowings under our Amended Credit Agreement to fund the CCH acquisition.acquisitions.
Liquidity
Typically, our principal source of liquidity is the collection of our patient accounts receivable, primarily through the Medicare program. In addition to our collection of patient accounts receivable, from time to time, we can and do obtain additional sources of liquidity by the incurrence of additional indebtedness.



During the three-monthnine-month period ended March 31,September 30, 2019, we spent $1.2$6.3 million in capital expenditures as compared to $1.5$5.7 million during the three-monthnine-month period ended March 31,September 30, 2018. Our capital expenditures for 2019 are expected to be approximately $8.0 million to $10.0 million, excluding the impact of any future acquisitions.
As of March 31,September 30, 2019, we had $10.6$20.8 million in cash and cash equivalents and $380.9$452.8 million in availability under our $550.0 million Revolving Credit Facility.
Based on our operating forecasts and our debt service requirements, we believe we will have sufficient liquidity to fund our operations, capital requirements and debt service requirements.
Outstanding Patient Accounts Receivable
Our patient accounts receivable increased $47.4$65.7 million from December 31, 2018 to March 31,September 30, 2019; $31.2$44.6 million of the increase is related to CCH. Our cash collection as a percentage of revenue was 101%102% and 104% for the three-monthnine-month periods ended March 31,September 30, 2019 and 2018, respectively. Our days revenue outstanding at March 31,September 30, 2019 was 41.244.5 days which is an increase of 3.26.5 days from December 31, 2018 and a decreasean increase of 0.23.4 days from March 31, 2018.June 30, 2019. As anticipated, our acquisition activity has negatively impacted our days revenue outstanding. The estimated impact is 4.3 days.
Our patient accounts receivable includes unbilled receivables and are aged based upon our initial service date. We monitor unbilled receivables on a care center by care center basis to ensure that all efforts are made to bill claims within timely filing deadlines. Our unbilled patient accounts receivable can be impacted by acquisition activity, probe edits or regulatory changes which result in additional information or procedures needed prior to billing. The timely filing deadline for Medicare is one year from the date the episode was completed and varies by state for Medicaid-reimbursable services and among insurance companies and other private payors.
The following schedules detail our patient accounts receivable, by payor class, aged based upon initial date of service (amounts in millions, except days revenue outstanding,net)outstanding):
0-90 91-180 181-365 Over 365 Total0-90 91-180 181-365 Over 365 Total
At March 31, 2019:         
At September 30, 2019:         
Medicare patient accounts receivable$122.8
 $8.6
 $1.2
 $1.0
 $133.6
$125.4
 $18.8
 $4.0
 $0.9
 $149.1
Other patient accounts receivable:
 
 
 
 

 
 
 
 
Medicaid20.3
 3.8
 2.6
 1.5
 28.2
22.7
 6.9
 3.4
 
 33.0
Private63.6
 6.7
 3.4
 0.9
 74.6
62.4
 7.2
 3.0
 
 72.6
Total$83.9
 $10.5
 $6.0
 $2.4
 $102.8
$85.1
 $14.1
 $6.4
 $
 $105.6
Total patient accounts receivable        $236.4
        $254.7
Days revenue outstanding (1)        41.2
        44.5
0-90 91-180 181-365 Over 365 Total0-90 91-180 181-365 Over 365 Total
At December 31, 2018:                  
Medicare patient accounts receivable$95.5
 $8.1
 $1.0
 $1.8
 $106.4
$95.5
 $8.1
 $1.0
 $1.8
 $106.4
Other patient accounts receivable:
 
 
 
 

 
 
 
 
Medicaid13.1
 2.7
 1.1
 
 16.9
13.1
 2.7
 1.1
 
 16.9
Private51.3
 6.7
 4.4
 3.3
 65.7
51.3
 6.7
 4.4
 3.3
 65.7
Total$64.4
 $9.4
 $5.5
 $3.3
 $82.6
$64.4
 $9.4
 $5.5
 $3.3
 $82.6
Total patient accounts receivable        $189.0
        $189.0
Days revenue outstanding (1)        38.0
        38.0
 
 
(1)Our calculation of days revenue outstanding is derived by dividing our ending patient accounts receivable at March 31,September 30, 2019 and December 31, 2018 by our average daily patient revenue for the three-month periods ended March 31,September 30, 2019 and December 31, 2018, respectively.



Indebtedness
First Amendment to Amended and Restated Credit Agreement
On February 4, 2019, we entered into the First Amendment to the Credit Agreement (as amended by the First Amendment, the "Amended Credit Agreement"). The Amended Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $725.0 million, which includes thea $550.0 million Revolving Credit Facility under the Credit Agreement and a term loan facility with a principal amount of up to $175.0 million (the "Term Loan Facility" and collectively with the Revolving Credit Facility, the "Credit Facility"), which was added by the First Amendment.


We borrowed the entire principal amount of the Term Loan Facility on February 4, 2019 in order to fund a portion of the purchase price of the CCH acquisition, with the remainder of the purchase price and associated transactional fees and expenses funded by proceeds from the Revolving Credit Facility.


Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 4.1%3.8% and 3.9% for the three-month periodthree and nine-month periods ended March 31, 2019.September 30, 2019, respectively. Our weighted average interest rate for our borrowings under our $175.0 million Term Loan Facility was 4.1%3.8% and 3.9% for the three-month period ended September 30, 2019 and for the period February 4, 2019 to March 31, 2019.September 30, 2019, respectively.
As of March 31,September 30, 2019, our consolidated leverage ratio was 1.4,1.0, our consolidated interest coverage ratio was 16.619.5 and we are in compliance with our covenants under the Amended Credit Agreement.
As of March 31,September 30, 2019, our availability under our $550.0 million Revolving Credit Facility was $380.9$452.8 million as we have $135.0$67.0 million outstanding in borrowings and $34.1$30.2 million outstanding in letters of credit.
See Note 5 - Long Term Obligations to our condensed consolidated financial statements for additional details on our outstanding long-term obligations.
Share Repurchase
2019 Stock Repurchase Program
On February 25, 2019, we announced that our Board of Directors authorized a stock repurchase program, under which we may repurchase up to $100 million of our outstanding common stock through March 1, 2020.
Under the terms of the program, we are allowed to repurchase shares 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 are allowed to enter into Rule 10b5-1 plans to effect some or all of the repurchases. The timing and the amount of the repurchases will be determined by management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors.
We did not repurchase any shares pursuant to this stock repurchase program during the three-month periodthree or nine-month periods ended March 31,September 30, 2019.
2018 Share Repurchase
On June 4, 2018, we purchased 2,418,304 of our common shares from affiliates of KKR Credit Advisors (US) LLC ("KKR"), representing one-half of KKR's then-current holdings in the Company and 7.1% of the aggregate outstanding shares of the Company's common stock for a total purchase price of $181.4 million including related direct costs. The Company repurchased the shares at $73.96 which represents 96% of the closing stock price of the Company's common stock on June 4, 2018. The repurchased shares are classified as treasury shares.
Inflation
We do not believe inflation has significantly impacted our results of operations.


Critical Accounting Estimates
See Part II, Item 7 – Critical Accounting Estimates and our consolidated financial statements and related notes in Part II, Item 8 of our 2018 Annual Report on Form 10-K, for accounting policies and related estimates we believe are the most critical to understanding our condensed consolidated financial statements, financial condition and results of operations and which require complex management judgment and assumptions, or involve uncertainties. These critical accounting estimates include revenue recognition and goodwill and other intangible assets. There have not been any changes to our significant accounting policies or their application since we filed our 2018 Annual Report on Form 10-K except for the changes related to the adoption of Accounting Standards Updates 2016-02, 2018-01, 2018-10 and 2018-11 as disclosed in Note 1 - Nature of Operations, Consolidation and Presentation of Financial Statements to our condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from fluctuations in interest rates. Our Revolving Credit Facility carries a floating interest rate which is tied to the Eurodollar rate (i.e. LIBOR) and the Prime Rate and therefore, our condensed consolidated statements of


operations and our condensed consolidated statements of cash flows are exposed to changes in interest rates. As of March 31,September 30, 2019, the total amount of outstanding debt subject to interest rate fluctuations was $310.0$239.8 million. A 1.0% interest rate change would cause interest expense to change by approximately $3.1$2.4 million annually, assuming the Company makes no principal repayments.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures which are designed to provide reasonable assurance of achieving their objectives and to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, disclosed and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to our management and Board of Directors to allow timely decisions regarding required disclosure.
In connection with the preparation of this Quarterly Report on Form 10-Q, as of March 31,September 30, 2019, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31,September 30, 2019, the end of the period covered by this Quarterly Report.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have occurred during the quarter ended March 31,September 30, 2019, that have materially impacted, or are reasonably likely to materially impact, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’ effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Our disclosure controls and procedures are designed to provide reasonable


assurance of achieving their objectives and, based on an evaluation of our controls and procedures, our principal executive officer and our principal financial officer concluded our disclosure controls and procedures were effective at a reasonable assurance level as of March 31,September 30, 2019, the end of the period covered by this Quarterly Report.






PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 6 - Commitments and Contingencies to the condensed consolidated financial statements for information concerning our legal proceedings.
ITEM 1A. RISK FACTORS
In addition to other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors included in Part I, Item 1A. – Risk Factors of our Annual Report on Form 10-K. These risk factors could materially impact our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely impact our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides the information with respect to purchases made by us of shares of our common stock during each of the months during the three-month period ended March 31,September 30, 2019:
 
Period
(a) Total Number
of Shares (or Units)
Purchased
  
(b) Average Price
Paid per Share (or
Unit)
 
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
 
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) That May Yet Be
Purchased Under the
Plans or Programs
January 1, 2019 to January 31, 20194,638
  $127.12
 
 $
February 1, 2019 to February 28, 201911,610
  127.35
 
 
March 1, 2019 to March 31, 20195,053
  122.60
 
 
 21,301
(1) $126.17
 
 $
Period
(a) Total Number
of Shares (or Units)
Purchased
  
(b) Average Price
Paid per Share (or
Unit)
 
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
 
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) That May Yet Be
Purchased Under the
Plans or Programs
July 1, 2019 to July 31, 201937,291
  $131.27
 
 $
August 1, 2019 to August 31, 2019
  
 
 
September 1, 2019 to September 30, 2019
  
 
 
 37,291
(1) $131.27
 
 $
 
(1)Includes shares of common stock surrendered to us by certain employees to satisfy tax withholding obligations in connection with the vesting of non-vested stock previously awarded to such employees under our 2008 and 2018 Omnibus Incentive Compensation Plan.Plans.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.




ITEM 6. EXHIBITS
The exhibits marked with the cross symbol (†) are filed and the exhibits marked with a double cross (††) are furnished with this Form 10-Q. Any exhibits marked with the asterisk symbol (*) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
Exhibit
Number
Document Description Report or Registration Statement 
SEC File or
Registration
Number
 
Exhibit
or Other
Reference
Document Description Report or Registration Statement 
SEC File or
Registration
Number
 
Exhibit
or Other
Reference
    
3.1 The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 0-24260 3.1
 The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 0-24260 3.1
    
3.2 The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 0-24260 3.2
†3.2  
    
10.1 The Company's Current Report on Form 8-K filed on February 4, 2019 0-24260 10.1
  
10.2

 The Company's Current Report on Form 8-K filed on February 4, 2019 0-24260 10.2
  
*10.3

 The Company's Current Report on Form 8-K filed on February 19, 2019 0-24260 10.1
†10.1  
    
†31.1    
    
†31.2    
    
††32.1    
    
††32.2    
    
†101.INSXBRL Instance  Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.  
    
†101.SCHXBRL Taxonomy Extension Schema Document  Inline XBRL Taxonomy Extension Schema Document  
    
†101.CALXBRL Taxonomy Extension Calculation Linkbase Document  Inline XBRL Taxonomy Extension Calculation Linkbase Document  
    
†101.DEFXBRL Taxonomy Extension Definition Linkbase  Inline XBRL Taxonomy Extension Definition Linkbase  
    
†101.LABXBRL Taxonomy Extension Labels Linkbase Document  Inline XBRL Taxonomy Extension Labels Linkbase Document  
    
†101.PREXBRL Taxonomy Extension Presentation Linkbase Document  Inline XBRL Taxonomy Extension Presentation Linkbase Document  
  
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)  




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
AMEDISYS, INC.
(Registrant)
  
By: /s/ SCOTT G. GINN
  Scott G. Ginn,
  Principal Financial Officer and
  Duly Authorized Officer
Date: May 1,October 30, 2019


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