Amedisys, Inc. (NASDAQ:AMED), America’s leading independent home
health, hospice and personal care company, announced today that it
has signed a definitive agreement to acquire Compassionate Care
Hospice (“CCH”), a national hospice care provider headquartered in
Parsippany, New Jersey. Compassionate Care Hospice, a
community-based organization founded in 1993, cares for
approximately 3,300 patients daily and employs more than 2,300
hospice professionals in 53 locations across 24 states. The company
generates approximately $188 million in annual revenues, with an
adjusted EBITDA of $27 million.
Under the terms of the agreement, expected to
close by February 1, 2019, Amedisys will acquire 100 percent of the
ownership interests in CCH for a fixed price of $340 million, which
is inclusive of $50 million in payments related to a tax asset and
working capital. Amedisys, currently caring for more than 7,500
hospice patients per day in 22 states, will become the third
largest hospice provider in America.
“By joining forces with Compassionate Care
Hospice, we at Amedisys are strengthening our hospice family and
gaining the privilege to build a team that can serve more patients
in more places,” said Amedisys CEO and President Paul Kusserow.
“This also demonstrates that we’re delivering on our promise to our
shareholders and employees to expand our hospice footprint. I’m
proud to welcome these outstanding caregivers into the Amedisys
family as we bring together two organizations committed to patients
and outstanding clinical quality.”
“In coming together with Amedisys, we’re
destined to create a hospice organization that sets a new standard
in the industry,” said Compassionate Care Hospice Chief Executive
Officer Judy Grey. “Our mission of affirming life during its final
stages by providing holistic and compassionate care to patients and
their families aligns perfectly with Amedisys’ commitment to
honoring life through clinical excellence.”
The transaction adds significant new access to
Amedisys’ high-quality, nationwide network of 83 hospice care
centers. Post-closing, the combined hospice operations will include
136 care centers in 34 states, with an ADC of approximately 11,000
patients and approximately 5,700 hospice employees.
Forward-Looking StatementsWhen included in this
press release, words like “believes,” “belief,” “expects,” “plans,”
“anticipates,” “intends,” “projects,” “estimates,” “may,” “might,”
“would,” “should,” “will” 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 include, but are not limited to, statements regarding
the expected timing of completion of the proposed acquisition of
Compassionate Care Hospice and the expected effects of the
completion of the proposed acquisition. 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: our ability to close the acquisition of
Compassionate Care Hospice, our ability to realize the anticipated
benefits of the acquisition of Compassionate Care Hospice, 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, 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, competition in the healthcare industry, our ability to
integrate our personal care segment into our business efficiently,
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 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 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.
Non-GAAP Financial MeasuresThis press release
includes a reconciliation of the most comparable financial measure
calculated and presented in accordance with accounting principles
generally accepted in the U.S. (“GAAP”) to non-GAAP financial
measures. The non-GAAP financial measure used in this press
release, as defined under SEC rules, is as follows: adjusted EBITDA
of CCH, defined as net income before provision for income taxes,
net interest expense and depreciation and amortization, excluding
certain items. Management believes that this non-GAAP financial
measure, when reviewed in conjunction with GAAP financial measures,
is a useful gauge of CCH’s historical performance. This non-GAAP
financial measure should be considered in addition to, and not more
meaningful than or as an alternative to GAAP financial measures.
Non-GAAP measures as presented herein may not be comparable to
similarly titled measures reported by other companies since not all
companies calculate these non-GAAP measures consistently.
About Amedisys: Amedisys, Inc. is a leading
healthcare at home Company delivering personalized home health,
hospice and personal care. Amedisys is focused on delivering the
care that is best for our patients, whether that is home-based
personal care; recovery and rehabilitation after an operation or
injury; care focused on empowering them to manage a chronic
disease; or hospice care at the end of life. More than 3,000
hospitals and 59,000 physicians nationwide have chosen Amedisys as
a partner in post-acute care. Founded in 1982, headquartered in
Baton Rouge, LA with an executive office in Nashville, TN, Amedisys
is a publicly held company. With 18,400 employees in 421 care
centers in 34 states and the District of Columbia, Amedisys is
dedicated to delivering the highest quality of care to the
doorsteps of more than 369,000 patients and clients in need every
year. For more information about the Company, please
visit: www.amedisys.com.
About Compassionate Care Hospice: Founded in
1993, Compassionate Care Hospice is a community-based organization
committed to providing the highest quality hospice care to
patients, their families and close friends throughout the country.
We are currently located in over 20 states from the East
to the West coast.
RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES TO GAAP MEASURES (Amounts in
thousands) (Unaudited)
Adjusted Earnings Before Interest, Taxes, Depreciation
and Amortization (“Adjusted EBITDA”):
|
|
|
For the Twelve Months
Ended May 31, 2018 |
Net income attributable to Compassionate Care Hospice |
$ |
21,265 |
Add: |
|
|
Income tax expense |
|
2,436 |
Interest expense, net |
|
146 |
Depreciation and amortization |
|
43 |
Certain items |
|
3,052 |
Adjusted EBITDA (1) attributable to Compassionate Care Hospice |
$ |
26,942 |
(1) Adjusted EBITDA is defined as net income before
provision for income taxes, net interest expense and depreciation
and amortization, excluding certain items.
Contact:
Kendra KimmonsVice President of Marketing &
Communications225-299-3708kendra.kimmons@amedisys.com
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