U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 1, 2004
AMEDISYS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
0-24260 | 11-3131700 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
11100 Mead Road, Suite 300, Baton Rouge, LA 70816
(Address of principal executive offices including zip code)
(225) 292-2031
(Registrants telephone number, including area code)
ITEM 1. | CHANGES IN CONTROL OF REGISTRANT |
Not applicable
ITEM 2. | ACQUISITION OR DISPOSITION OF ASSETS |
On January 5, 2004, Amedisys, Inc. (the Purchaser) entered into an agreement to purchase certain assets and certain liabilities of ten home health agencies and two hospice agencies (collectively, the Acquired Entities) that operated as departments of individual hospitals (the Sellers) owned by Tenet Healthcare Corporation. The Acquired Entities are Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Broward County, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. The Purchaser had no material relationship with the Sellers or any of their affiliates prior to this transaction.
The transaction closed in three stages. Control over the first four agencies was transferred effective March 1, 2004. The second group was transferred effective April 1, 2004, with the final transfer effective May 1, 2004. The purchase price of approximately $19.1 million was comprised of $14.2 million in cash at initial closing, with the balance paid in two equal installments on April 1, 2004 and May 1, 2004.
The assets acquired consisted primarily of Medicare and Medicaid provider numbers; furniture, fixtures, equipment, and leasehold improvements; inventory; prepaid expenses; advances and deposits; office supplies; records and files; transferable governmental licenses and permits; and rights in, to and under specified licenses, contracts, leases and agreements. The liabilities assumed were the paid-time-off balances of the Sellers employees, the value of which was offset from the cash paid to Sellers at closing, and obligations arising on or subsequent to the closing dates under the assumed contracts. This acquisition is being accounted for as a purchase.
ITEM 3. | BANKRUPTCY OR RECEIVERSHIP |
Not applicable
ITEM 4. | CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT |
Not applicable
ITEM 5. | OTHER EVENTS AND REGULATION FD DISCLOSURE |
Not applicable
ITEM 6. | RESIGNATIONS OF REGISTRANTS DIRECTORS |
Not applicable
ITEM 7. | FINANCIAL STATEMENTS AND EXHIBITS |
(a) | Financial Statements of Business Acquired. |
The financial statements related to the acquisition required pursuant to Article 3-05 of Regulation S-X are attached hereto as Annex A.
(b) | Pro Forma Financial Information. |
The pro forma financial information related to the acquisition required pursuant to Article 11 of Regulation S-X is attached hereto as Annex B.
(c) | Exhibit |
No. |
||
2.1 (i) | Asset purchase agreement by and between Amedisys, Inc. and Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Broward County, St. Marys Hospital Home Health, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. |
(i) Previously filed as an exhibit to form 8-K on March 16, 2004. | ||
2.2 (i) | Amendment to asset purchase agreement by and between Amedisys, Inc. and Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Broward County, St. Marys Hospital Home Health, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. | |
(i) Previously filed as an exhibit to form 8-K on March 16, 2004. | ||
2.3 (i) | Second amendment to asset purchase agreement by and between Amedisys, Inc. and Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Broward County, St. Marys Hospital Home Health, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. | |
(i) Previously filed as an exhibit to form 8-K on March 16, 2004. | ||
2.4 (i) | Third amendment to asset purchase agreement by and between Amedisys, Inc. and Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. | |
(i) Previously filed as an exhibit to form 8-K on March 16, 2004. | ||
2.5 (i) | Fourth amendment to asset purchase agreement by and between Amedisys, Inc. and Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. | |
(i) Filed herewith. | ||
2.6 (i) | Fifth amendment to asset purchase agreement by and between Amedisys, Inc. and Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. | |
(i) Filed herewith. | ||
23 (i) | Consent of Independent Registered Public Accounting Firm | |
(i) Filed herewith. |
ITEM 8. | CHANGE IN FISCAL YEAR |
Not applicable
ITEM 9. | REGULATION FD DISCLOSURE |
Not applicable
ITEM 10. | AMENDMENTS TO THE REGISTRANTS CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS |
Not applicable
ITEM 11. | TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANTS EMPLOYEE BENEFIT PLAN |
Not applicable
ITEM 12. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMEDISYS, INC. |
||
By: |
/s/ Gregory H. Browne |
|
Gregory H. Browne Chief Financial Officer |
DATE: July 15, 2004
ANNEX A
[KPMG LOGO]
THE ACQUIRED ENTITIES
Combined Statement of Direct Revenues and Direct Operating Expenses
December 31, 2003
(With Report of Independent Registered Public Accounting Firm Thereon)
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Amedisys, Inc.:
We have audited the accompanying combined Statement of Direct Revenues and Direct Operating Expenses (Financial Statement) of the Acquired Entities for the year ended December 31, 2003. The Financial Statement is the responsibility of the Acquired Entities management. Our responsibility is to express an opinion on the Financial Statement based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Financial Statement. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Financial Statement was prepared to present the direct revenues and direct operating expenses in connection with the acquisition of the Acquired Entities by Amedisys, Inc., as described in Note 2 to the Financial Statement, and is not intended to be a complete presentation of the Acquired Entities financial position, results of operations or cash flows.
In our opinion, the Financial Statement referred to above presents fairly, in all material respects, the direct revenues and direct operating expenses described in Note 2 of the Financial Statement for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Baton Rouge, Louisiana
July 14, 2004
The Acquired Entities
(An aggregation of Individual Departments within ten Tenet Hospitals)
Combined Statement of Direct Revenues and Direct Operating Expenses
(Amounts in thousands)
For the year ended
December 31, 2003 |
|||
Direct revenues, net |
$ | 26,716 | |
Direct cost of revenues |
12,342 | ||
|
|
||
Gross profit |
14,374 | ||
Direct operating expenses: |
|||
Salary, wage and benefit expenses |
6,324 | ||
General and administrative expenses |
2,804 | ||
|
|
||
Total direct operating expenses |
9,128 | ||
|
|
||
Excess of direct revenues over direct expenses |
$ | 5,246 | |
|
|
See accompanying notes to combined statement of direct revenues and direct operating expenses.
2
The Acquired Entities
Notes to Combined Statement of Direct Revenues and Direct Operating Expenses
For the Year ended December 31, 2003
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. Business Description
The operations of the Acquired Entities is a combination of 10 home care agencies and two hospice agencies that operated as departments of individual hospitals owned by Tenet Healthcare Corporation (THC). The agencies combined and their respective acquisition are as follows:
Home Health |
Acquisition Date |
|
1. Cypress-Fairbanks Home Health |
March 1, 2004 |
|
2. First Community Home Care |
March 1, 2004 |
|
3. Memorial Home Care |
March 1, 2004 |
|
4. Professional Home Health |
March 1, 2004 |
|
5. Brookwood Home Care Services |
April 1, 2004 |
|
6. Spalding Regional Home Health |
April 1, 2004 |
|
7. St. Francis Home Health and Hospice |
April 1, 2004 |
|
8. Tenet Home Care of Broward County |
May 1, 2004 |
|
9. Tenet Home Care of Miami-Dade |
May 1, 2004 |
|
10. Tenet Home Care of Palm Beach |
May 1, 2004 |
|
Hospice |
||
1. Brookwood Health Services, Inc. |
April 1, 2004 |
|
2. St. Francis Home Health and Hospice |
April 1, 2004 |
These operations are primarily located in the Southern and Southeastern United States.
2. Basis of Presentation
The accounting and reporting policies of the Acquired Entities conform to accounting principles generally accepted in the United States. Certain estimates and assumptions are required that affect the amounts as reported in the combined statement of direct revenues and direct operating expenses and accompanying notes. Actual results could differ from those estimates, and such differences could be material.
THC did not maintain distinct and separate accounts necessary to present full financial statements for the Acquired Entities. THC, through each of its owned hospitals, has historically tracked the operating results of the Acquired Entities by preparing statements of direct revenues and direct expenses. THC did not allocate indirect costs at the Acquired Entities level due to the immateriality of the Acquired Entities operations to total THC operations. Therefore, in lieu of a combined statement of operations presentation, a combined statement of direct revenues and direct operating expenses is presented. The combined statement of direct revenues and direct operating expenses include the direct revenues and direct operating expenses directly attributable to each locations operations. Direct cost of revenues reflect the cost of providing patient care, including salaries and wages, contract labor, travel and supplies expense. Direct operating expenses include administrative salaries and wages, as well as general and administrative expenses for purchased services, supplies and other, bad debt expense, utilities, telephone, repairs, maintenance, travel, training, and building and equipment rent. Building rent expense is an allocation from the hospital in which the Acquired Entity is located. The combined statement does not include interest expense, income taxes, or any indirect costs relating to functions such as personnel, legal, accounting, treasury, and information systems because these costs are not separately identified in the accounting records for the Acquired Entities. In addition, management believes that these costs would not be representative of the costs that would have been incurred on a stand alone basis or as part of Amedisys, Inc.
A combined balance sheet of the Acquired Entities is not presented because only an insignificant portion of the purchase price is allocable to tangible assets that are included in the Acquired Entities books. Approximately $19.0 million of the purchase price totalling $19.1 million was preliminarily allocated to intangible assets. Also, because THC did not account separately for the treasury operations of the Acquired Entities, i.e. cash was included in the enterprise cash management of THC rather than at the Acquired Entities level, it is impracticable to prepare a combined statement of cash flows.
3
THE ACQUIRED ENTITIES
Notes to Combined Statement of Direct Revenues and Direct Operating Expenses
For the Year Ended December 31, 2003
3. Summary of Accounting Policies
Revenue Recognition - Home Care
Medicare Home Care Revenue
Medicare represents 80% of the Acquired Entities home care net revenues. Prior to the implementation of the Medicare Prospective Payment System (PPS) on October 1, 2000, reimbursement for home health care services to patients covered by the Medicare program was based on reimbursement of allowable costs subject to certain limits. Final reimbursement was determined after submission of annual cost reports and audits thereof by the fiscal intermediaries. Under the new PPS rules, annual cost reports are still required as a condition of participation in the Medicare program. However, there are no final settlements or retroactive adjustments. Net revenue does not include the impact of any prior year settlement activity or changes in reserves for open cost reports. Such amounts were not passed down by THC to the Acquired Entity level.
Under the PPS, Medicare pays the service provider based on episodes of care. An episode of care is defined as a length of care up to 60 days with multiple continuous episodes allowed. A base episode payment is established by the Medicare Program through federal legislation for all episodes of care ended on or after the applicable time periods detailed below:
Period |
Base episode payment
|
||
Beginning October 1, 2000 through March 31, 2001 |
$ | 2,115 per episode | |
April 1, 2001 through September 30, 2001 |
$ | 2,264 per episode | |
October 1, 2001 through September 30, 2002 |
$ | 2,274 per episode | |
October 1, 2002 through September 30, 2003 |
$ | 2,159 per episode | |
October 1, 2003 through March 31, 2004 |
$ | 2,231 per episode | |
April 1, 2004 through December 31, 2004 |
$ | 2,213 per episode |
With respect to Medicare reimbursement changes, the applicability of the reimbursement change is dependent upon the completion date of the episode; therefore, changes in reimbursement, both positive and negative, will impact the financial results of the Acquired Entities up to sixty days in advance of the effective date.
The base episode payment is adjusted by applicable regulations including, but not limited to, the following: a case mix adjuster consisting of 80 home health resource groups (HHRG), the applicable geographic wage index, low utilization, intervening events and other factors. The episode payment will be made to providers regardless of the cost to provide care. The services covered by the episode payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.
Revenue is recognized ratably on each day of a 60-day episode. If an episode completes prior to the 60th day, any remaining unrecognized revenue will be recognized upon completion. Any adjustments to claims in completed episodes are recognized at the time such adjustments are communicated by Medicare.
Non-Medicare Home Care Revenue
Non-Medicare revenue represents 20% of the Acquired Entities home care net revenues. The Acquired Entities have agreements with third party payors that provide for payments at amounts different from established rates. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the Acquired Entities established rates or estimated reimbursement rates, as applicable. Allowances and contractual adjustments are recorded for the difference between the established rates and the amounts estimated to be payable by third parties. These adjustments are deducted from gross revenue to determine net service revenue. Net service revenue is the estimated net amount realizable from patients, third party payors and others for services rendered, including estimated retroactive adjustments under reimbursement agreements. Reimbursement from all payors, except Medicare, is primarily billed and revenue is recorded as services are rendered, based upon discounts from established rates.
4
The Acquired Entities
Notes to Combined Statement of Direct Revenues and Direct Operating Expenses
For the Year Ended December 31, 2003
Revenue Recognition - Hospice
Medicare Hospice Revenue
Medicare represents 71% of the Acquired Entities hospice net revenues. The Medicare program under the regulations established by 42CFR part 418 constitutes the reimbursement policy for hospice. Subpart G of 418 provides for a per diem payment to hospices, based on one of four prospectively determined rates for each day a qualified Medicare beneficiary is under the care of a hospice, regardless of whether the patient receives services and care. The four categories are:
1. | Routine home care |
2. | Continuous home care |
3. | Inpatient home care |
4. | General inpatient care |
The Balanced Budget Act of 1997 (BBA) amended reimbursement to establish updates to hospice rates for fiscal years 1998 through 2002. Hospice rates were updated by a factor equal to the market basket index, minus 1 percent. Pursuant to the BBA, fiscal years after 2002 shall experience rate increases equal to the market basket percentage. The rates are as follows for our respective hospice locations:
Service |
Memphis
|
Birmingham
|
||||||
Routine Home Care |
$ | 113.75 | $ | 116.35 | ||||
Continuous Home Care |
$ | 663.89 | $ | 679.09 | ||||
Inpatient Respite Care |
$ | 118.62 | $ | 120.74 | ||||
General Inpatient Care |
$ | 507.33 | $ | 518.12 |
The Acquired Entities are subject to limits for payments. For inpatient services the limit is based on inpatient care days. If inpatient care days provided to patients at a hospice exceeded 20% of the total days of hospice care provided for the year, then payment for days in excess of this limit are paid at the routine home care rate.
Overall payments made by Medicare are also subject to a cap amount calculated by the Medicare fiscal intermediary at the end of the hospice cap period. The hospice cap period runs from November 1st of each year through October 31st of the following year. Total Medicare payments during this period are compared to the cap amount for this period. Payments in excess of the cap amount must be returned to Medicare. The cap amount is calculated by multiplying the number of beneficiaries electing hospice care during the period by a statutory amount that is indexed for inflation. The per-beneficiary cap amount was $18,661 for the twelve-month period ending October 31, 2003. The per beneficiary cap amount for the twelve month period ending October 31, 2004 has not been published. Once published, the new cap amount will become effective retroactively for all services performed since November 1, 2003. The hospice cap amount is computed on a hospice-by-hospice basis.
Non-Medicare Hospice Revenue
Non-Medicare revenue represents 29% of the Acquired Entities hospice net revenue. Net patient service revenue is the estimated net realizable revenue from patients, Medicare, Medicaid, commercial insurance, managed care payors and others for services rendered. Payors may determine that the services provided are not covered and do not qualify for a payment or, for commercial payors, that payments are subject to usual and customary rates. To determine net patient service revenue, gross patient service revenue is adjusted for estimated payment denials and contractual adjustments based on estimated amounts payable by third parties. Net patient service revenue is recognized in the month in which services are rendered. The revenue that is recognized for Medicare and Medicaid revenue is calculated using daily or hourly rates for each of the four levels of care provided and is adjusted per geographical location.
The principal factors that impact net patient service revenue include the average daily census, levels of care provided to patients, and the changes in Medicare and Medicaid payment rates due to adjustments for inflation. Average daily census is affected by the number of patients referred and admitted into hospice program and the average length of stay of those patients once admitted. Average length of stay is impacted by patients decisions of when to enroll in hospice care after diagnoses of terminal illnesses and, once enrolled, the length of the terminal illnesses.
5
The Acquired Entities
Notes to Combined Statement of Direct Revenues and Direct Operating Expenses
For the Year Ended December 31, 2003
Direct Cost of Revenues
Direct cost of revenues reflect the cost of providing patient care including salaries and wages, contract labor, travel and supplies expense.
Direct Operating Expenses
Direct operating expenses include administrative salaries and wages, as well as general and administrative expenses for purchased services, supplies and other, bad debt expense, utilities, telephone, repairs, maintenance, travel, training, and building and equipment rent.
Indirect Expenses and Related Cost Allocations
The combined statement does not include interest expense, income taxes, or any indirect costs relating to functions such as personnel, legal, accounting, treasury, and information systems because these costs are not separately identified in the accounting records for the Acquired Entities. In addition, management believes that these costs would not be representative of the costs that would have been or will be incurred by the Acquired Entities operating independently of THC.
Bad Debt Expense
THCs policy requires that all accounts receivable balances are reserved 100% when they become 180 days old.
Salary, Wage and Benefit Expenses
THC maintained a plan qualified under Section 401(k) of the Internal Revenue Code for all employees who have reached 21 years of age and have at least 30 days of service. Under the plan, eligible employees may elect to defer a portion of their compensation, subject to Internal Revenue Service limits. THC may make matching contributions equal to a discretionary percentage of the employees salary deductions. Such contributions were made in cash and invested according to the Acquired Entities employees selection.
4. Legal Proceedings and Contingencies
From time to time, the Acquired Entities are defendants in lawsuits arising in the ordinary course of business. Based on current knowledge, management believes that the resolution of these matters will not have a material adverse effect on the Acquired Entities financial condition or results of operations.
6
The Acquired Entities
(An aggregation of Individual Departments within eight Tenet Hospitals)
Combined Statements of Direct Revenues and Direct Operating Expenses
(Unaudited)
For the three months ended
|
||||||
March 31, 2004
|
March 31, 2003
|
|||||
(Amounts in thousands) | ||||||
Direct revenues, net |
$ | 4,737 | $ | 4,931 | ||
Direct cost of revenues |
2,332 | 2,361 | ||||
|
|
|
|
|||
Gross profit |
2,405 | 2,570 | ||||
Direct operating expenses: |
||||||
Salary, wage and benefit expenses |
1,051 | 1,189 | ||||
General and administrative expenses |
650 | 341 | ||||
|
|
|
|
|||
Total direct operating expenses |
1,701 | 1,530 | ||||
|
|
|
|
|||
Excess of direct revenues over direct expenses |
$ | 704 | $ | 1,040 | ||
|
|
|
|
See accompanying notes to combined statements of direct revenues and direct operating expenses.
The Acquired Entities
Unaudited Notes to Combined Statements of Direct Revenues and Direct Operating Expenses
For the Three Months ended March 31, 2004 and 2003
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. Business Description
The operations of the Acquired Entities is a combination of six home care agencies and two hospice agencies that operated as departments of individual hospitals owned by Tenet Healthcare Corporation (THC). The businesses combined and their respective acquisition are as follows:
These operations are primarily located in the Southern and Southeastern United States.
2. Basis of Presentation
The combined statements of direct revenues and direct operating expenses included herein excluded the four entities acquired on March 1, 2004. The direct revenues and direct operating expenses for these four acquired entities are included in the consolidated statement of operations of Amedisys, Inc. beginning on March 1, 2004.
The accounting and reporting policies of the Acquired Entities conform to accounting principles generally accepted in the United States. Certain estimates and assumptions are required that affect the amounts as reported in the combined statements of direct revenues and direct operating expenses and accompanying notes. Actual results could differ from those estimates, and such differences could be material.
THC did not maintain distinct and separate accounts necessary to present full financial statements for the Acquired Entities. THC, through each of its owned hospitals, has historically tracked the operating results of the Acquired Entities by preparing statements of revenues and direct expenses. THC did not allocate indirect costs at the Acquired Entities level due to the immateriality of the Acquired Entities operations to total THC operations. Therefore, in lieu of a combined statement of operations presentation, a combined statement of revenues and direct operating expenses is presented. The combined statements of direct revenues and direct operating expenses include the revenues and operating expenses directly attributable to each locations operations. Direct cost of revenues reflect the cost of providing patient care including salaries and wages, contract labor, travel and supplies expense. Direct operating expenses include administrative salaries and wages, as well as general and administrative expenses for purchased services, supplies and other, bad debt expense, utilities, telephone, repairs, maintenance, travel, training, and building and equipment rent. Building rent expense is an allocation from the hospital in which the Acquired Entity is located. The combined statements do not include interest expense, income taxes, or any indirect costs relating to functions such as personnel, legal, accounting, treasury, and information systems because these costs are not separately identified in the accounting records for the Acquired Entities. In addition, management believes that these costs would not be representative of the costs that would have been incurred by the Acquired Entities on a stand alone basis or as part of Amedisys, Inc.
A combined balance sheet of the Acquired Entities is not presented because all but an insignificant portion of the purchase price is allocable to tangible assets that are included in the Acquired Entities books. Approximately $19.0 million of the purchase price totalling $19.1 million was preliminarily allocated to intangible assets. Also, because THC did not account separately for the
The Acquired Entities
Unaudited Notes to Combined Statements of Direct Revenues and Direct Operating Expenses
For the Quarters ended March 31, 2004 and 2003
treasury operations of the Acquired Entities, i.e. cash was included in the enterprise cash management of THC rather than at the Acquired Entities level, it is impracticable to prepare a combined statement of cash flows.
3. Interim Financial Information
The statement of direct revenues and direct operating expenses for the three months ended March 31, 2004 and 2003 are unaudited. All adjustments and accruals (consisting of normal recurring adjustments) have been made, which in the opinion of management, are necessary for a fair presentation. Results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for any future period.
4. Legal Proceedings and Contingencies
From time to time, the Acquired Entities are defendants in lawsuits arising in the ordinary course of business. Based on current knowledge, management believes that the resolution of these matters will not have a material adverse effect on the Acquired Entities financial condition or results of operations.
ANNEX B
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share information)
The following unaudited pro forma consolidated financial statements are derived from the historical consolidated financial statements of Amedisys, Inc. (the Company) and from the historical combined financial statements of Direct Revenues and Direct Operating Expenses related to the acquisition of the home health and hospice agencies of individual hospitals owned by Tenet Healthcare Corporation by the Company. On January 5, 2004, Amedisys, Inc. (the Purchaser) entered into an agreement to purchase certain assets and certain liabilities of ten home health agencies and two hospice agencies (collectively, the Acquired Entities) that operated as departments of individual hospitals owned by Tenet Healthcare Corporation. The Acquired Entities are Professional Home Health, Brookwood Home Care Services, Memorial Home Care, Spalding Regional Home Health, Tenet Home Care of Palm Beach, Tenet Home Care of Broward County, Tenet Home Care of Miami-Dade, First Community Home Care, Cypress-Fairbanks Home Health, St. Francis Home Health and Hospice, and Brookwood Health Services, Inc. The Purchaser had no material relationship with the Sellers or any of their affiliates prior to this transaction.
The transaction closed in three stages. Control over the first four agencies was transferred effective March 1, 2004. The second group was transferred effective April 1, 2004, with the final transfer effective May 1, 2004. The purchase price of approximately $19.1 million was comprised of $14.2 million in cash at initial closing, with the balance paid in two equal installments on April 1, 2004 and May 1, 2004.
The assets acquired consisted primarily of Medicare and Medicaid provider numbers; furniture, fixtures, equipment, and leasehold improvements; inventory; prepaid expenses; advances and deposits; office supplies; records and files; transferable governmental licenses and permits; and rights in, to and under specified licenses, contracts, leases and agreements. The liabilities assumed were the paid-time-off balances of the Sellers employees, the value of which was offset from the cash paid to Sellers at closing, and obligations arising on or subsequent to the closing dates under the assumed contracts. This acquisition was accounted for as a purchase.
The following unaudited pro forma consolidated financial statements are presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred if the transaction described had occurred as presented. In addition, future results may vary significantly from the results reflected in such statements. No pro forma balance sheet is presented because the transaction is already reflected in the Companys Consolidated Balance Sheets for the quarter ended March 31, 2004 as filed in the Companys Form 10-Q for that period. The statements of operations are presented on a pro forma basis to give effect to the acquisition of the Acquired Entities as if such transaction had been completed on January 1, 2003. The data presented of the Acquired Entities in the Pro Forma Condensed Consolidated Statement of Operations represents only the direct revenue and direct operating expenses of the Acquired Entities and do not include pro forma adjustments for interest expense, income taxes, indirect costs, or the conformity of accounting policies, for which certain differences exist in estimation methodologies or calculations. Such adjustments would require the use of forward-looking estimates and assumptions for which actual results could differ from those estimates, and those differences could be material. Additionally, the pro forma statements included herein do not include costs incurred or expected to be incurred with respect to corporate staffing increases and other additional overhead resulting from the acquisition. Such costs would include salaries, wages and benefit expenses, travel, training, and building rent. The data should be read in conjunction with the financial statements and the notes appearing elsewhere in this document.
Amedisys, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2003
(Amounts in thousands, except per share data)
Amedisys
|
Acquired Entities |
Adjustments
|
Pro
Forma |
||||||||||||
Income |
|||||||||||||||
Net service revenue |
$ | 142,473 | $ | 26,716 | $ | | $ | 169,189 | |||||||
Cost of service revenue |
58,554 | 12,342 | | 70,896 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross Margin |
83,919 | 14,374 | | 98,293 | |||||||||||
General and administrative expenses: |
|||||||||||||||
Salaries and benefits |
41,252 | 6,324 | | 47,576 | |||||||||||
Other |
28,329 | 2,804 | | 31,133 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total general and administrative expenses |
69,581 | 9,128 | | 78,709 | |||||||||||
Operating income |
14,338 | 5,246 | | 19,584 | |||||||||||
Other income (expense): |
|||||||||||||||
Interest income |
91 | | | 91 | |||||||||||
Interest expense |
(1,293 | ) | | | (1,293 | ) | |||||||||
Miscellaneous |
491 | | | 491 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total other expense, net |
(711 | ) | | | (711 | ) | |||||||||
Income before income taxes |
13,627 | 5,246 | | 18,873 | |||||||||||
Income tax expense |
5,220 | | (a) 1,994 | 7,214 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) |
$ | 8,407 | $ | 5,246 | $ | (1,994 | ) | $ | 11,659 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic weighted average common shares outstanding |
9,808 | | | 9,808 | |||||||||||
Basic income per common share |
$ | 0.86 | $ | | $ | | $ | 1.19 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted weighted average common shares outstanding |
10,074 | | | 10,074 | |||||||||||
Diluted income per common share |
$ | 0.83 | $ | | $ | | $ | 1.16 | |||||||
|
|
|
|
|
|
|
|
|
|
|
(a) | Provision for income tax expense is based on a 38% effective tax rate. |
Amedisys, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Quarter Ended March 31, 2004
(Amounts in thousands, except per share data)
Amedisys
|
Acquired
Entities |
Adjustments
|
Pro
Forma |
|||||||||
Income |
||||||||||||
Net service revenue |
$ | 47,339 | $ | 4,737 | $ | (a) 990 | $ | 53,066 | ||||
Cost of service revenue |
19,480 | 2,332 | (a) 489 | 22,301 | ||||||||
|
|
|
|
|
|
|
|
|||||
Gross margin |
27,859 | 2,405 | 501 | 30,765 | ||||||||
General and administrative expenses: |
||||||||||||
Salaries and benefits |
12,557 | 1,051 | (a) 257 | 13,865 | ||||||||
Other |
8,397 | 650 | (a) 198 | 9,245 | ||||||||
|
|
|
|
|
|
|
|
|||||
Total general and administrative expenses |
20,954 | 1,701 | 455 | 23,110 | ||||||||
Operating income |
6,905 | 704 | 46 | 7,655 | ||||||||
Other income (expense): |
||||||||||||
Interest income |
52 | | | 52 | ||||||||
Interest expense |
(124) | | | (124) | ||||||||
Miscellaneous |
(4) | | | (4) | ||||||||
|
|
|
|
|
|
|
|
|||||
Total other expense, net |
(76) | | | (76) | ||||||||
Income before income taxes |
6,829 | 704 | 46 | 7,579 | ||||||||
Income tax expense |
2,608 | | (b) 285 | 2,893 | ||||||||
|
|
|
|
|
|
|
|
|||||
Net income (loss) |
$ | 4,221 | $ | 704 | $ | (239) | $ | 4,686 | ||||
|
|
|
|
|
|
|
|
|||||
Basic weighted average common shares outstanding |
12,006 | | | 12,006 | ||||||||
Basic income per common share |
$ | 0.35 | $ | | $ | | $ | 0.39 | ||||
|
|
|
|
|
|
|
|
|||||
Diluted weighted average common shares outstanding |
12,536 | | | 12,536 | ||||||||
Diluted income per common share |
$ | 0.34 | $ | | $ | | $ | 0.37 | ||||
|
|
|
|
|
|
|
|
(a) | Represents two months of direct revenues and direct operating expenses for the four agencies acquired March 1, 2004. |
(b) | Provision for income tax expense is based on a 38% effective tax rate. |
Exhibit 2.5
FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT
This Fourth Amendment to Asset Purchase Agreement ( Amendment ) is made and entered into effective the 31 st day of March, 2004, by and between Amedisys, Inc., a Delaware corporation, and/or those wholly owned (directly or indirectly) individual subsidiaries of Amedisys, Inc. to which it assigns its rights under the Asset Purchase Agreement referenced below prior to the Closing, as Purchaser (hereinafter referred to collectively as Purchaser ) and the individual entities executing this Amendment on the execution page hereof, as Seller (hereinafter referred to collectively as Seller ). Purchaser and Seller are referred to at times in this Amendment as a Party and collectively as the Parties .
RECITALS
W HEREAS , Purchaser and Seller entered into that certain Asset Purchase Agreement dated January 5, 2004, as amended (the Agreement ); and
W HEREAS , the Parties, pursuant to the First Amendment to Asset Purchase Agreement dated January 31, 2004, modified the closing dates upon which certain of the Agencies Assets would by transferred by Seller to Purchaser and confirmed that the contingency in the Agreement relating to Purchasers due diligence had been satisfied; and
W HEREAS , the Parties, pursuant to the Second Amendment to Asset Purchase Agreement dated February 25, 2004 modified the schedule of closing dates to allow for the Closing of the sale of assets of Spalding Regional Home Health to take place on April 1, 2004; and
W HEREAS , the Parties, pursuant to the Third Amendment to Asset Purchase Agreement, clarified the language in certain sections of the Agreement, adjusted the purchase price of the transaction as reflected in Section 3 of the Agreement, revised Section 3.07 and Section 3.08 of the Agreement to allow for the Parties to determine the process by which Straddle Episodes and certain funds relating to the Straddle Episodes would be handled, and revised Section 5.13 of the Agreement to reflect the delivery of December 31, 2003 financial statements to the Purchaser; and
W HEREAS , the Parties wish to again amend the Agreement to further clarify certain provisions of the Agreement; to amend and replace the signature pages of the Agreement by striking the name Brookwood Health Services, Inc. from the signature page (which name has been determined by the Parties to be inaccurate); and to similarly amend, update and replace Schedule A to the Agreement (Name and Address of each Seller Business) and amend, update and replace Schedule 2.01 of the Agreement.
N OW T HEREFORE , the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, agree as follows:
1. Section 1.02(i) is amended to strike the reference to Brookwood Health Services, Inc. and to read as follows:
(i) All licenses, provider numbers and provider agreements and permits and
attendant rights, to the extent assignable, held by Seller relating to the ownership, development and operations of the Business, including: (1) Professional Home Health, Biloxi, MS; (2) American Medical Home Care, Inc. d/b/a Brookwood Home Health (a/k/a Brookwood Home Care Services) Birmingham, AL; (3) Memorial Home Care New Orleans, LA; (4) Spalding Regional Home Health Griffin, GA; (5) Tenet Home Care of Palm Beach Delray Beach, FL; (6) Tenet Home Care of Broward County Lauderdale Lakes, FL; (7) St. Marys Hospital Home Health West Palm Beach, FL; (8) Tenet Home Care of Miami Dade - North Miami Beach, FL; (9) First Community Home Care Dallas, TX; (10) Cypress Fairbanks Home Health Houston, TX; (11) St. Francis Home Health and Hospice Memphis, TN; and (12) American Medical Home Care, Inc. d/b/a Brookwood Hospice (a/k/a Brookwood Medical Center Hospice) - Birmingham, AL.
2. Section 5.09.02 is amended to read as follows:
5.09.02 Employment of Sellers Employees . Schedule 5.09.02 is a list of names of employees of Seller to whom Purchaser agrees to extend an offer of employment effective as of the Closing (which may be updated for each Agency prior to the applicable Agency Transfer Date) (the employees listed on Schedule 5.09.02 who are to be extended an offer of employment by Purchaser are referred to individually as Assumed Employee and collectively as Assumed Employees ).
3. Section 5.09.03 is amended to read as follows:
5.09.03 Non-Employment and Non-Solicitation of Assumed Employees by Seller . With the exception of Split Function Employees (defined below):
(i) Seller agrees also that for a period of ninety (90) days commencing on the applicable Agency Transfer Date, neither Seller, nor any Affiliate thereof, will employ any Assumed Employee who was a full-time employee of that Agency as of the Closing Date or employed between the Closing Date and the Agency Transfer Date. Seller further agrees that it will pay to Purchaser the sum of Two Thousand Five Hundred ($2,500.00) Dollars for each breach of this provision as Purchasers sole remedy, unless said breach is expressly waived by Purchaser.
(ii) Seller agrees also that for a period of three hundred sixty-five (365) days following the applicable Agency Transfer Date, Seller, or any Affiliate thereof, will not solicit or encourage for employment any Assumed Employee who was a full-time employee of that Agency at the Closing Date or employed between the Closing Date and the Agency Transfer Date. If, during this time period of three hundred sixty-five days (365) days, Seller receives a request for employment from any such Assumed Employee, Seller shall not be prevented from employing such Assumed Employee (following the 90 day period in paragraph (i) preceding) provided (i) the Assumed Employee contacts Seller on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Seller, (the Parties agreeing that advertising of any nature to the general public is not such a direct or indirect solicitation) and (ii) Seller notifies Purchaser of said request and Seller does not employ the requesting Assumed Employee for at least ten (10) days from the date of Purchasers receipt of the notification. Seller further agrees that it will pay to Purchaser as Purchasers sole remedy the sum of Two
2
Thousand Five Hundred ($2,500.00) Dollars for each breach of this provision, unless said breach is expressly waived by Purchaser.
(iii) A Split Function Employee is an Assumed Employee who may be a full-time or part-time employee of an Agency but who provides services to Seller beyond or in addition to services for patients of the Agency on a regular basis in Sellers other non-home health care business operations.
4. Section 5.09.04 of the Agreement is amended to read as follows:
5.09.04 Transition of Employees . Purchaser will extend offers of employment to each of the employees set forth on Schedule 5.09.02 (and as updated by Seller for each Agency Transfer Date) at a compensation level (if Purchasers compensation plans are not based on an annual salary) and on terms that are provided by Purchaser to its employees engaged in comparable duties to such Assumed Employee as in effect immediately prior to the Agency Transfer Date. Seller will reasonably facilitate Purchasers extension of offers of employment to such persons. Purchasers employment of each such Assumed Employee will be in accordance with Purchasers normal employment policies and productivity standards. Each Assumed Employee who accepts Purchasers offer of employment pursuant to Purchasers normal employment policies and this Agreement will become a Purchaser employee on the later of (a) the Agency Transfer Date, or (b) the date of his or her acceptance of the offer of employment and will be eligible to participate in all employee benefit plans or employment policies and programs available to similarly situated Purchaser employees. In accordance with applicable state law, Purchaser specifically agrees to provide workers compensation insurance coverage to all Assumed Employees.
5. The execution pages of the Agreement are hereby amended, restated and replaced in whole, in accordance with the signature pages attached hereto as Exhibit A .
6. Schedule A of the Agreement is hereby amended, restated and replaced in whole with the revised Schedule A , attached hereto as Exhibit B .
7. Schedule 2.01 of the Agreement is hereby amended, restated and replaced in whole, in accordance with the revised Schedule 2.01 attached hereto as Exhibit C .
8. All defined terms used in this Amendment but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
9. Except as otherwise set forth herein, no terms or provisions of the Agreement are amended or modified by this Amendment.
10. To the extent this Amendment is inconsistent or conflicts with the Agreement, this Amendment shall control.
[Signature Pages Follow]
3
EXHIBIT A
SELLER: | ||
Professional Home Health | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
American Medical Home Care, Inc. d/b/a Brookwood Home Health (a/k/a Brookwood Home Care Services) |
||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Memorial Home Care | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Spalding Regional Home Health | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Tenet Home Care of Palm Beach | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
4
Tenet Home Care of Broward County | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
St. Marys Hospital Home Health | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Tenet Home Care of Miami-Dade | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
First Community Home Care | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Cypress Fairbanks Home Health | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
St. Francis Home Health and Hospice | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
5
American Medical Home Care, Inc. d/b/a
Brookwood Hospice (a/k/a Brookwood Medical
|
||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
6
PURCHASER: | ||
Amedisys, Inc. | ||
By: |
|
|
Name: |
|
|
Title: |
|
7
EXHIBIT B
SCHEDULE A
(Attached Hereto)
8
SCHEDULE A
1. |
Professional Home Health (Gulf Coast Community Hospital, Inc.) | |
152 Gateway Drive | ||
Biloxi, Mississippi 395 | ||
2. |
Memorial Home Care & Special Services | |
(Tenet HealthSystem Memorial Medical Center, Inc.) | ||
2800 Cadiz Street | ||
New Orleans, Louisiana 70115 | ||
3. |
Spalding Regional Home Health (Tenet HealthSystem Spalding, Inc.) | |
610 South Eighth Street, Suite A | ||
Griffin, Georgia 30224 | ||
4. |
Tenet Home Care of Palm Beach (Delray Medical Center, Inc.) | |
5440 Linton Blvd. | ||
Fair Oak Pavilion, 2 nd Floor | ||
Delray Beach, Florida 33484 | ||
5. |
Tenet Home Care of Broward County (FMC Hospital, Ltd.) | |
4850 W. Oakland Park Blvd | ||
Suite 235 | ||
Lauderdale Lakes, Florida 33313 | ||
6. |
St. Marys Hospital Home Health (Tenet West Palm Outreach Services, Inc.) | |
901 45 th Street-Sunders Hall | ||
West Palm Beach, Florida 33407 | ||
7. |
Tenet Home Care of Miami Dade (Medi-Health of Florida, Inc.) | |
909 N. Miami Beach Blvd | ||
Suite 301 | ||
North Miami Beach, Florida 33162 | ||
8. |
First Community Home Care (Tenet Hospitals Limited) | |
9323 Garland Road | ||
Suite 308 | ||
Dallas, Texas 75218 | ||
9. |
Cypress-Fairbanks Home Health (New Medical Horizons II, Ltd.) | |
11250 West Rd. Unit A | ||
Steeplecrest Park | ||
Houston, Texas 77065 |
9
10. |
St. Francis Home Health and Hospice (Amisub (SFH), Inc.) | |
5959 Park Avenue | ||
Memphis, Tennessee 38187 | ||
11. |
Brookwood Hospice | |
a/k/a Brookwood Medical Center Hospice (American Medical Home Care, Inc.) | ||
Brookwood South Building | ||
3143 Pelham Parkway | ||
Pelham, Alabama 35214 | ||
12. |
Brookwood Home Health | |
a/k/a Brookwood Home Care Services (American Medical Home Care, Inc.) | ||
Brookwood South Building | ||
3143 Pelham Parkway | ||
Pelham, Alabama 35214 |
10
EXHIBIT C
SCHEDULE 2.01
(Attached Hereto)
11
SCHEDULE 2.01
Agencies |
Purchase Price Payment |
|
March 1, 2004
Professional Home Health; Memorial Home Care; First Community Home Care; Cypress-Fairbanks Home Health |
$14,151,493 (being $14,236,225 less the Estimated Value of Accrued but Unused Paid Time off of $84,732.32) | |
April 1, 2004
Spalding Regional Home Health; American Medical Home Care, Inc. d/b/a Brookwood Home Health (a/k/a Brookwood Home Care Services); American Medical Home Care, Inc. d/b/a Brookwood Hospice (a/k/a/ Brookwood Medical Center Hospice); St. Francis Hospital Home Health and Hospice |
$2,477,209 | |
May 1, 2004
Tenet Home Care of Palm Beach; Tenet Home Care of Broward County; St. Marys Hospital Home Health; Tenet Home Care of Miami-Dade |
$2,477,209 |
12
Exhibit 2.6
FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT
This Fifth Amendment to Asset Purchase Agreement ( Amendment ) is made and entered into effective the 30 th day of April, 2004, by and between Amedisys, Inc., a Delaware corporation, and/or those wholly owned (directly or indirectly) individual subsidiaries of Amedisys, Inc. to which it assigns its rights under the Asset Purchase Agreement referenced below prior to the Closing, as Purchaser (hereinafter referred to collectively as Purchaser ) and the individual entities executing this Amendment on the execution page hereof, as Seller (hereinafter referred to collectively as Seller ). Purchaser and Seller are referred to at times in this Amendment as a Party and collectively as the Parties .
RECITALS
W HEREAS , Purchaser and Seller entered into that certain Asset Purchase Agreement dated January 5, 2004, as amended (the Agreement );
W HEREAS , the Parties, pursuant to the First Amendment to Asset Purchase Agreement dated January 31, 2004, modified the closing dates upon which certain of the Agencies Assets would by transferred by Seller to Purchaser and confirmed that the contingency in the Agreement relating to Purchasers due diligence had been satisfied;
W HEREAS , the Parties, pursuant to the Second Amendment to Asset Purchase Agreement dated February 25, 2004 modified the schedule of closing dates to allow for the Closing of the sale of assets of Spalding Regional Home Health to take place on April 1, 2004;
W HEREAS , the Parties, pursuant to the Third Amendment to Asset Purchase Agreement, clarified the language in certain sections of the Agreement, adjusted the purchase price of the transaction as reflected in Section 3 of the Agreement, revised Section 3.07 and Section 3.08 of the Agreement to allow for the Parties to determine the process by which Straddle Episodes and certain funds relating to the Straddle Episodes would be handled, and revised Section 5.13 of the Agreement to reflect the delivery of December 31, 2003 financial statements to the Purchaser;
W HEREAS , the Parties, pursuant to the Fourth Amendment to Asset Purchase Agreement amended the Agreement to further clarify certain provisions of the Agreement; amended and replaced the signature pages of the Agreement by striking the name Brookwood Health Services, Inc. from the signature page (which name had been determined by the Parties to be inaccurate); amended, updated and replaced Schedule A to the Agreement (Name and Address of each Seller Business) and amended, updated and replaced Schedule 2.01 of the Agreement; and
W HEREAS , the Parties wish to again amend Section 3.07 of the Agreement to allow Seller to bill Medicare and non-Medicare payors for final billings on Straddle Episodes for services rendered by those Agencies transferred to Purchaser on March 1, 2004 and to modify Section 2.01 of Agreement and Schedule 2.01 to move the Closing of the sale of the Assets of St. Marys Hospital Home Health Agency from May 1, 2004 to June 1, 2004 and to reflect Purchasers agreement to pay the full balance of the purchase price on May 1, 2004.
N OW T HEREFORE , the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, agree as follows:
1. Section 2.01 of the Agreement is amended to read as follows:
The Closing . The Closing, and the delivery of the Purchase Price for the transactions contemplated by this Agreement shall become unconditional on March 1, 2004 (the Closing Date ). The execution and delivery of instruments conveying the Assets and effecting the other transfers of rights and related obligations and assumed Liabilities for each Agency will occur over a staggered time period between the Closing Date and June 1, 2004, in accordance with the schedule set forth on Schedule 2.01 (the Agency Transfer Dates ). The payment of the Purchase Price will occur over a staggered time period between the Closing Date and May 1, 2004, in accordance with the schedule set forth on Schedule 2.01 . The obligation of Purchaser to make the final payment of the Purchase Price will be secured by Purchaser delivering to Tenet Healthcare Corporation, as agent of Seller, at the Closing an unconditional documentary letter of credit in the amount of the final payment of the Purchase Price, issued by a national banking association reasonably acceptable to Tenet Healthcare Corporation in the form attached hereto as Schedule 2.01 A . Purchaser may, on at least seven (7) days prior Special Notice, specify an Agency Transfer Date for any Agencies that is sooner than the scheduled Agency Transfer Date on Schedule 2.01 . The execution and delivery of this Agreement and the other instruments effecting the conveyances and transfers at the Closing and the Agency Transfer Dates may be perfected by the exchange of executed signature pages via facsimile or Adobe Portable Document Format followed by delivery of the original executed signature pages promptly thereafter.
2. Section 3 of the Agreement is amended to read as follows:
Purchase Price . The purchase price for the sale, transfer, conveyance, assignment, and delivery of the Assets to Purchaser, subject to the terms and conditions of this Agreement, shall be Nineteen Million One Hundred Ninety Thousand Six Hundred Forty-Three Dollars ($19,190,643) to be paid to Seller by the Purchaser in immediately available funds via wire transfer or any other mutually agreeable method on the Closing Date, the Agency Transfer Dates or other mutually agreeable date, as reflected in Schedule 2.01 (the Purchase Price ).
3. Section 3.07 of the Agreement is amended to read as follows:
Allocation of Straddle Episode of Care Payments . Purchaser and Seller acknowledge and agree that, as to episodes of Medicare (and other non-Medicare payors) home health and hospice agency services in progress during an episode or election periods of care prior to an Agency Transfer Date ( Straddle Episodes ), any billing or claims submissions to occur after the Closing Date will be billed by Purchaser (or by Seller on behalf of Purchaser for those Agencies transferred on March 1, 2004 only). Promptly following each Agency Transfer Date, Seller will inform Purchaser of the amount received (or to be received) by Seller based on the request for anticipated payment ( RAP ) (or equivalent billing (if any) for non-Medicare payors) filed by Seller with respect to each Straddle Episode, together with necessary billing and patient demographic information in Sellers possession to permit Purchaser to file the final claim for payment if Purchaser has received its Medicare provider/submitter number for the Agency.
2
Promptly following each Agency Transfer Date for hospice agencies, Seller will inform Purchaser of the amount received (or to be received) by Seller during the election period of hospice care in which the Agency Transfer Date has occurred for covered hospice care services and covered Medicare non-hospice services filed by Seller with respect to each Straddle Episode, together with necessary billing and patient demographic information in Sellers possession to permit Purchaser to file claims for payment for services provided following the Agency Transfer Date. Seller will also provide to Purchaser billing and patient demographic information in Sellers possession related to non-Medicare covered services provided to hospice agency patients receiving services during a Straddle Episode in which the Agency Transfer Date falls. Purchaser (or Seller as its agent for the Agencies transferred on March 1, 2004) shall prepare, file and collect the final claims for payment for services provided by an Agency following the respective Agency Transfer Dates. The Party receiving the final payment will use reasonable best efforts to pay to the other Party the Straddle Episode Payment, as defined below within forty-five (45) days after receipt of the payors payment following the close of the Straddle Episodes after the respective Agency Transfer Dates; but in any event a final reconciliation of Straddle Episode Payments will be made by the Parties within one hundred fifty (150) days following the last Agency Transfer Date. Straddle Episode Payment shall mean an amount, for each Straddle Episode, (a) for home health agencies equal to the final actual (if payment has been received) or billed projected (if payment has not been received) payment for the Straddle Episode, divided by the number of days in the particular Straddle Episode, multiplied by the number of days in the Straddle Episode from the first day of the Straddle Episode to the Agency Transfer Date, and (b) for hospice agencies for actual days of service and other compensable services provided to a patient by Seller prior to the Agency Transfer Date but for which billing may have been made by or on behalf of Purchaser or payment was received by Purchaser, taking into account the RAP payment made to Seller in determining the total amount due Seller. For example, for home health agencies, if on the day prior to the Agency Transfer Date, a patient has been on service with Seller for twenty (20) days, and the episode has a period of sixty (60) days with a total payment of Two Thousand ($2,000.00) Dollars, Seller shall be entitled to receive Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($666.67) for the Straddle Episode ($2,000 / 60 x 20) less the amount received by Seller from the RAP for that Straddle Episode. Seller shall likewise pay any amount due Purchaser when the RAP payment exceeds the amount properly payable to Seller for the Straddle Episode as determined herein. Any payment adjustment to the basic payment rate for a 60-day episode of care for home health agency services (including partial episode payment adjustments, low utilization payment adjustments and significant change in condition payment adjustments) and for payment adjustments to days of service and other compensable hospice related services shall be prorated or adjusted between the Parties in a manner consistent with this paragraph. The Parties shall cooperate in the preparation of a written reconciliation statement during the final reconciliation period showing the manner in which each Straddle Episode Payment has been determined and settled; with Seller and Purchaser working together in good faith to resolve any calculation and payment issue and make any payment adjustment due within thirty (30) days. The Parties may establish a more formal cooperative process for the actual billing and collection of Straddle Episode payments in accordance with and to effect the provisions of this Section.
3
4. Schedule 2.01 of the Agreement is hereby amended, restated and replaced in whole, in accordance with the revised Schedule 2.01 attached hereto as Exhibit A .
5. All defined terms used in this Amendment but not otherwise defined herein shall have the meanings given to such terms in the Agreement, as amended.
6. Except as otherwise set forth herein, no terms or provisions of the Agreement are amended or modified by this Amendment.
7. To the extent this Amendment is inconsistent or conflict with the Agreement, as amended, this Amendment shall control.
[SIGNATURE PAGES FOLLOW]
4
5
Tenet Home Care of Broward County | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
St. Marys Hospital Home Health | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Tenet Home Care of Miami-Dade | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
First Community Home Care | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
Cypress Fairbanks Home Health | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
|
St. Francis Home Health and Hospice | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
6
American Medical Home Care, Inc. d/b/a | ||
Brookwood Hospice (a/k/a Brookwood Medical Center Hospice) | ||
By: |
|
|
Name: |
Eric Tuckman |
|
Title: |
Authorized Signatory |
7
PURCHASER: | ||
Amedisys, Inc. | ||
By: |
|
|
Name: |
|
|
Title: |
|
8
EXHIBIT A
SCHEDULE 2.01
Agencies |
Purchase Price Payment |
|
March 1, 2004
Professional Home Health; Memorial Home Care; First Community Home Care; Cypress-Fairbanks Home Health |
$14,151,493 (being $14,236,225 less the Estimated Value of Accrued but Unused Paid Time off of $84,732.32) | |
April 1, 2004
Spalding Regional Home Health; American Medical Home Care, Inc. d/b/a Brookwood Home Health (a/k/a Brookwood Home Care Services); American Medical Home Care, Inc. d/b/a Brookwood Hospice (a/k/a/ Brookwood Medical Center Hospice); St. Francis Hospital Home Health and Hospice |
$2,142,806.85 (being $2,477,209 less the Estimated Value of Accrued but Unused Paid Time off of $334,402.15) | |
May 1, 2004
Tenet Home Care of Palm Beach; Tenet Home Care of Broward County; Tenet Home Care of Miami-Dade |
$2,477,209 | |
June 1, 2004
St. Marys Hospital Home Health |
$0 |
9
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Amedisys, Inc.:
We consent to the incorporation by reference in the registration statements Nos. 333-47763, 333-88960, 333-97625 and 333-111062 on Forms S-3 and the registration statements Nos. 333-60535, 333-51704 and 333-53786 on Forms S-8 of Amedisys, Inc. of our report dated July 14, 2004 with respect to the combined Statement of Direct Revenues and Direct Operating Expenses of the Acquired Entities for the year ended December 31, 2003, which report appears in the July 14, 2004, report on Form 8-K/A of Amedisys, Inc.
/s/ KPMG LLP |
Baton Rouge, Louisiana |
July 14, 2004 |