CONTACT:
R. Dirk Allison
Senior Vice President and Chief Financial Officer
(214) 922-9711
ODYSSEY HEALTHCARE REPORTS
SECOND QUARTER 2010 RESULTS
DALLAS, TEXAS (July 28, 2010)
— Odyssey HealthCare, Inc. (NASDAQ: ODSY), one of the largest providers of hospice care in the United States, today announced financial results for the three and six months ended June 30, 2010.
On May 24, 2010, Odyssey HealthCare and Gentiva Health Services, Inc. (NASDAQ: GTIV) announced that they had entered into a definitive merger agreement whereby Gentiva will acquire Odyssey in an all cash merger transaction
for a price per share of Odyssey common stock of $27.00 in cash, without interest. The transaction is expected to close during the month of August, subject to the satisfaction of standard closing conditions, including approval by Odyssey’s stockholders at a special meeting to be held on August 9, 2010.
For the second quarter of 2010, net patient service revenue from continuing operations increased 3.5% to $176.2 million, compared with $170.3 million for the second quarter of 2009. The Company’s net income attributable to Odyssey stockholders for the second quarter of 2010 was $14.0 million, or $0.41 per diluted share, as compared with $8.5 million, or $0.26 per diluted share, for the second quarter of 2009. The Company’s EBITDA from continuing operations for the second quarter of 2010 was $26.3 million, compared with $17.4 million for the second quarter of 2009.
For the six months ended June 30, 2010, net patient service revenue from continuing operations was $347.7 million, compared with $337.8 million for the same six-month period in 2009. The Company’s net income attributable to Odyssey stockholders for the six months ended June 30, 2010, was $27.4 million, or $0.80 per diluted share, as compared with $17.2 million, or $0.52 per diluted share, for the same period of 2009. The Company’s EBITDA from continuing operations for the first six months of 2010 was $51.4 million as compared with $34.5 million for the first six months of 2009.
Conference Call
Due to the aforementioned pending merger, Odyssey will not be hosting a conference call this quarter.
Based in Dallas, Texas, Odyssey is one of the largest providers of hospice care in the country in terms of both average daily patient census and number of locations. Odyssey seeks to improve the quality of life of terminally ill patients and their families by providing care directed at managing pain and other discomforting symptoms and by addressing the psychosocial and spiritual needs of patients and their families.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is a non-GAAP financial measure included in this press release and is reconciled to the comparable GAAP financial measure in the tables attached to this press release.
ODSY Announces Second Quarter 2010 Results
Page 2
July 28, 2010
Additional Information
Odyssey HealthCare, Inc. (the “Company”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on July 9, 2010 and intends to file other relevant materials in connection with the acquisition in due course. The definitive proxy statement has been sent or given to the stockholders of the Company. Before making any voting or investment decision with respect to the acquisition, investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials because they contain important information about the acquisition. The proxy statement and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained free of charge from the Company by directing a request to the Company’s Investor Relations Department at toll free phone number 888-922-9711, email address InvestorRelations@odsyhealth.com or through the Company Web site
www.odsyhealth.com
under “Investor Relations — InfoRequest.”
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the merger. Information about the Company’s directors and executive officers is set forth in the Company’s proxy statement on Schedule 14A filed with the SEC on April 5, 2010 and the Company’s Annual Report on Form 10-K filed on March
10, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger is included in the Company’s proxy statement.
Forward-looking Statements
Certain statements contained in this press release are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements are based on management’s current expectations and are subject to known and unknown risks, uncertainties and assumptions which may cause the forward-looking events and circumstances discussed in this press release to differ materially from those anticipated or implied by the forward-looking statements. The Company faces additional risks, uncertainties and assumptions associated with the Agreement and Plan of Merger, dated as of May 23, 2010, among the Company, Gentiva Health Services, Inc. and GTO Acquisition Corp. (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 24, 2010). Such risks, uncertainties and assumptions include, but are not limited to, the ability to obtain regulatory approval for the transaction; the expected timing of the completion of the transaction; management plans regarding the transaction; the inability to complete the transaction due to the failure to satisfy the conditions required to complete the transaction; the risk that the businesses of the Company and Gentiva will not be integrated successfully, or will take longer than anticipated; the risk that expected cost savings from the transaction will not be achieved or unexpected costs will be incurred; any statements of the plan, strategies and objectives of management for future operations; the risk that disruptions from the transaction will harm relationships with employees, referral sources, patients and suppliers; and the outcome of litigation and regulatory proceedings to which we may be a party. Many of these factors are beyond the ability of the Company to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any of the forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained in this press release to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements.
ODSY Announces Second Quarter 2010 Results
Page 3
July 28, 2010
ODYSSEY HEALTHCARE, INC. AND SUBSIDIARIES
UNAUDITED SELECTED OPERATING DATA
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Admissions
|
|
|
12,469
|
|
|
|
12,531
|
|
|
|
25,213
|
|
|
|
25,233
|
|
Discharges
|
|
|
12,245
|
|
|
|
12,159
|
|
|
|
24,937
|
|
|
|
24,884
|
|
Average daily census
|
|
|
12,588
|
|
|
|
12,268
|
|
|
|
12,456
|
|
|
|
12,227
|
|
Discharge average length of stay
|
|
|
80.4
|
|
|
|
78.8
|
|
|
|
83.5
|
|
|
|
81.0
|
|
Gross revenue per patient day
|
|
$
|
158.78
|
|
|
$
|
155.56
|
|
|
$
|
159.00
|
|
|
$
|
156.78
|
|
Medicare cap as % of gross revenue
|
|
|
0.9
|
%
|
|
|
(0.6
|
%)
|
|
|
0.8
|
%
|
|
|
0.1
|
%
|
Net revenue per patient day
|
|
$
|
153.84
|
|
|
$
|
152.54
|
|
|
$
|
154.23
|
|
|
$
|
152.65
|
|
Operating expense per patient day
|
|
$
|
132.38
|
|
|
$
|
138.59
|
|
|
$
|
133.01
|
|
|
$
|
138.42
|
|
Adjusted operating expense per patient day
(2)
|
|
$
|
130.89
|
|
|
$
|
136.98
|
|
|
$
|
131.45
|
|
|
$
|
137.07
|
|
Bad debt expense as % of net revenue
|
|
|
0.5
|
%
|
|
|
1.5
|
%
|
|
|
0.7
|
%
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same-Facility:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Admissions
|
|
|
12,446
|
|
|
|
12,531
|
|
|
|
25,156
|
|
|
|
25,233
|
|
Average daily census
|
|
|
12,538
|
|
|
|
12,268
|
|
|
|
12,404
|
|
|
|
12,227
|
|
Average length of stay
|
|
|
80.2
|
|
|
|
78.8
|
|
|
|
83.4
|
|
|
|
81.0
|
|
(1)
|
Continuing operations excludes the operations of hospices that the Company classifies as discontinued operations.
|
(2)
|
Adjusted operating expense per patient day for the three months ended June 30, 2010, excludes depreciation and amortization expenses of $1.46 and $0.03 per patient day of care, respectively. Adjusted operating expense per patient day for the three months ended June 30, 2009, excludes depreciation and amortization expenses of $1.55 and $0.06 per patient day of care, respectively. Adjusted operating expense per patient day for the six months ended June 30, 2010, excludes depreciation and amortization expenses of $1.52 and $0.04 per patient day of care, respectively. Adjusted operating expense per patient day for the six months ended June 30, 2009, excludes depreciation and amortization expenses of $1.29 and $0.06 per patient day of care, respectively.
|
(3)
|
Same-facility information includes Odyssey hospice programs that have been in operation for the entire period of each period presented and Medicare certified for at least 12 months.
|
ODSY Announces Second Quarter 2010 Results
Page 4
July 28, 2010
ODYSSEY HEALTHCARE, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net patient service revenue
|
|
$
|
176,227
|
|
|
$
|
170,295
|
|
|
$
|
347,723
|
|
|
$
|
337,827
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct hospice care
|
|
|
98,032
|
|
|
|
99,444
|
|
|
|
194,433
|
|
|
|
197,899
|
|
General and administrative – hospice care
|
|
|
31,913
|
|
|
|
34,131
|
|
|
|
64,607
|
|
|
|
67,931
|
|
General and administrative – support center
|
|
|
19,110
|
|
|
|
16,841
|
|
|
|
34,911
|
|
|
|
32,646
|
|
Provision for uncollectible accounts
|
|
|
877
|
|
|
|
2,506
|
|
|
|
2,410
|
|
|
|
4,869
|
|
Depreciation
|
|
|
1,673
|
|
|
|
1,731
|
|
|
|
3,418
|
|
|
|
2,860
|
|
Amortization
|
|
|
38
|
|
|
|
70
|
|
|
|
96
|
|
|
|
141
|
|
Income from continuing operations before other income (expense)
|
|
|
24,584
|
|
|
|
15,572
|
|
|
|
47,848
|
|
|
|
31,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
103
|
|
|
|
121
|
|
|
|
170
|
|
|
|
287
|
|
Interest expense
|
|
|
(1,434
|
)
|
|
|
(1,606
|
)
|
|
|
(2,872
|
)
|
|
|
(3,491
|
)
|
|
|
|
(1,331
|
)
|
|
|
(1,485
|
)
|
|
|
(2,702
|
)
|
|
|
(3,204
|
)
|
Income from continuing operations before provision for income taxes
|
|
|
23,253
|
|
|
|
14,087
|
|
|
|
45,146
|
|
|
|
28,277
|
|
Provision for income taxes
|
|
|
8,975
|
|
|
|
5,065
|
|
|
|
17,090
|
|
|
|
10,347
|
|
Income from continuing operations
|
|
|
14,278
|
|
|
|
9,022
|
|
|
|
28,056
|
|
|
|
17,930
|
|
Loss from discontinued operations,
net of income taxes
|
|
|
(71
|
)
|
|
|
(422
|
)
|
|
|
(197
|
)
|
|
|
(475
|
)
|
Net income
|
|
|
14,207
|
|
|
|
8,600
|
|
|
|
27,859
|
|
|
|
17,455
|
|
Less: Net income attributable to noncontrolling interests
|
|
|
229
|
|
|
|
81
|
|
|
|
482
|
|
|
|
217
|
|
Net income attributable to Odyssey stockholders
|
|
$
|
13,978
|
|
|
$
|
8,519
|
|
|
$
|
27,377
|
|
|
$
|
17,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations attributable to Odyssey stockholders
|
|
$
|
0.42
|
|
|
$
|
0.27
|
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
Discontinued operations attributable to Odyssey stockholders
|
|
|
–
|
|
|
|
(0.01
|
)
|
|
|
–
|
|
|
|
(0.02
|
)
|
Net income attributable to Odyssey stockholders
|
|
$
|
0.42
|
|
|
$
|
0.26
|
|
|
$
|
0.82
|
|
|
$
|
0.52
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations attributable to Odyssey stockholders
|
|
$
|
0.41
|
|
|
$
|
0.27
|
|
|
$
|
0.81
|
|
|
$
|
0.54
|
|
Discontinued operations attributable to Odyssey stockholders
|
|
|
–
|
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
|
|
(0.02
|
)
|
Net income attributable to Odyssey stockholders
|
|
$
|
0.41
|
|
|
$
|
0.26
|
|
|
$
|
0.80
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
33,624
|
|
|
|
32,905
|
|
|
|
33,485
|
|
|
|
32,853
|
|
Diluted
|
|
|
34,465
|
|
|
|
33,059
|
|
|
|
34,114
|
|
|
|
33,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Odyssey stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations,
net of income taxes
|
|
$
|
14,049
|
|
|
$
|
8,941
|
|
|
$
|
27,574
|
|
|
$
|
17,713
|
|
Loss from discontinued operations,
net of income taxes
|
|
|
(71
|
)
|
|
|
(422
|
)
|
|
|
(197
|
)
|
|
|
(475
|
)
|
Net income
|
|
$
|
13,978
|
|
|
$
|
8,519
|
|
|
$
|
27,377
|
|
|
$
|
17,238
|
|
ODSY Announces Second Quarter 2010 Results
Page 5
July 28, 2010
ODYSSEY HEALTHCARE, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|
|
|
|
|
|
ASSETS
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
164,501
|
|
|
$
|
128,632
|
|
Accounts receivable from patient services, net of allowance for uncollectible accounts of $11,903 and $12,462 at June 30, 2010,
and December 31, 2009, respectively
|
|
|
102,984
|
|
|
|
110,593
|
|
Income taxes receivable
|
|
|
4,023
|
|
|
|
352
|
|
Deferred tax assets
|
|
|
10,219
|
|
|
|
10,235
|
|
Prepaid expenses and other current assets
|
|
|
5,770
|
|
|
|
6,017
|
|
Total current assets
|
|
|
287,497
|
|
|
|
255,829
|
|
Property and equipment, net of accumulated depreciation
|
|
|
19,064
|
|
|
|
20,700
|
|
Deferred loan costs, net
|
|
|
2,669
|
|
|
|
3,033
|
|
Long-term investments
|
|
|
–
|
|
|
|
12,425
|
|
Intangibles, net of accumulated amortization
|
|
|
19,155
|
|
|
|
19,251
|
|
Goodwill
|
|
|
192,390
|
|
|
|
191,766
|
|
Total assets
|
|
$
|
520,775
|
|
|
$
|
503,004
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
3,586
|
|
|
$
|
4,016
|
|
Accrued compensation
|
|
|
27,675
|
|
|
|
31,729
|
|
Accrued nursing home costs
|
|
|
17,347
|
|
|
|
18,144
|
|
Accrued Medicare cap contractual adjustments
|
|
|
13,690
|
|
|
|
18,798
|
|
Income taxes payable
|
|
|
–
|
|
|
|
1,504
|
|
Other accrued expenses
|
|
|
44,681
|
|
|
|
42,683
|
|
Current maturities of long-term debt
|
|
|
33,340
|
|
|
|
38,675
|
|
Total current liabilities
|
|
|
140,319
|
|
|
|
155,549
|
|
Long-term debt, less current maturities
|
|
|
77,128
|
|
|
|
76,527
|
|
Deferred tax liability
|
|
|
15,261
|
|
|
|
15,171
|
|
Other liabilities
|
|
|
2,687
|
|
|
|
4,597
|
|
Commitments and contingencies
|
|
|
–
|
|
|
|
–
|
|
Equity:
|
|
|
|
|
|
|
|
|
Odyssey stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value: 75,000,000 shares authorized, 39,032,364 and 38,549,833 shares issued at June 30, 2010, and December 31, 2009, respectively
|
|
|
39
|
|
|
|
39
|
|
Additional paid-in capital
|
|
|
131,849
|
|
|
|
125,716
|
|
Retained earnings
|
|
|
221,808
|
|
|
|
194,431
|
|
Accumulated other comprehensive loss, net of income taxes
|
|
|
(763
|
)
|
|
|
(1,481
|
)
|
Treasury stock, at cost, 5,347,072 shares held at June 30, 2010 and December 31, 2009
|
|
|
(69,954
|
)
|
|
|
(69,954
|
)
|
Total Odyssey stockholders’ equity
|
|
|
282,979
|
|
|
|
248,751
|
|
Noncontrolling interests
|
|
|
2,401
|
|
|
|
2,409
|
|
Total equity
|
|
|
285,380
|
|
|
|
251,160
|
|
Total liabilities and equity
|
|
$
|
520,775
|
|
|
$
|
503,004
|
|
ODSY Announces Second Quarter 2010 Results
Page 6
July 28, 2010
ODYSSEY HEALTHCARE, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
|
Operating Activities:
|
|
|
|
|
|
|
Net income attributable to Odyssey stockholders
|
|
$
|
27,377
|
|
|
$
|
17,238
|
|
Adjustments to reconcile net income to net cash provided by operating activities and discontinued operations:
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of income taxes
|
|
|
197
|
|
|
|
475
|
|
Net income attributable to noncontrolling interests
|
|
|
482
|
|
|
|
217
|
|
Loss on disposal of property and equipment
|
|
|
3
|
|
|
|
–
|
|
Depreciation and amortization
|
|
|
3,514
|
|
|
|
3,001
|
|
Amortization of deferred loan costs
|
|
|
364
|
|
|
|
364
|
|
Share-based compensation expense
|
|
|
3,357
|
|
|
|
2,455
|
|
Deferred income taxes
|
|
|
(321
|
)
|
|
|
3,624
|
|
Provision for uncollectible accounts
|
|
|
2,410
|
|
|
|
4,869
|
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
Accounts receivable from patient services
|
|
|
5,193
|
|
|
|
(3,414
|
)
|
Prepaid expenses and other current assets
|
|
|
(3,590
|
)
|
|
|
692
|
|
Accounts payable, accrued nursing home costs, accrued Medicare cap contractual adjustments and other accrued expenses
|
|
|
(13,421
|
)
|
|
|
(7,991
|
)
|
Net cash provided by operating activities and discontinued operations
|
|
|
25,565
|
|
|
|
21,530
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
Cash paid for acquisitions, net of cash acquired
|
|
|
(566
|
)
|
|
|
(205
|
)
|
Sales of auction rate securities
|
|
|
13,000
|
|
|
|
–
|
|
Purchases of property and equipment, net
|
|
|
(1,804
|
)
|
|
|
(3,351
|
)
|
Net cash provided by (used in) investing activities
|
|
|
10,630
|
|
|
|
(3,556
|
)
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
2,460
|
|
|
|
43
|
|
Cash paid for partnership distributions
|
|
|
(490
|
)
|
|
|
(148
|
)
|
Tax benefit (expense) from share-based compensation
|
|
|
2,438
|
|
|
|
(8
|
)
|
Payments on credit facility
|
|
|
(4,734
|
)
|
|
|
(3,197
|
)
|
Net cash used in financing activities
|
|
|
(326
|
)
|
|
|
(3,310
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
35,869
|
|
|
|
14,664
|
|
Cash and cash equivalents, beginning of period
|
|
|
128,632
|
|
|
|
56,043
|
|
Cash and cash equivalents, end of period
|
|
$
|
164,501
|
|
|
$
|
70,707
|
|
ODSY Announces Second Quarter 2010 Results
Page 7
July 28, 2010
ODYSSEY HEALTHCARE, INC. AND SUBSIDIARIES
UNAUDITED EBITDA RECONCILIATION
(in thousands)
This press release includes the non-GAAP financial measure of EBITDA. The following table reconciles this non-GAAP financial measure to net income attributable to Odyssey stockholders, which Odyssey believes is the most comparable GAAP financial measure:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Odyssey stockholders
|
|
$
|
13,978
|
|
|
$
|
8,519
|
|
|
$
|
27,377
|
|
|
$
|
17,238
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
noncontrolling interests
|
|
|
229
|
|
|
|
81
|
|
|
|
482
|
|
|
|
217
|
|
Loss from discontinued operations,
net of income taxes
|
|
|
71
|
|
|
|
422
|
|
|
|
197
|
|
|
|
475
|
|
Provision for income taxes
|
|
|
8,975
|
|
|
|
5,065
|
|
|
|
17,090
|
|
|
|
10,347
|
|
Interest expense
|
|
|
1,434
|
|
|
|
1,606
|
|
|
|
2,872
|
|
|
|
3,491
|
|
Interest income
|
|
|
(103
|
)
|
|
|
(121
|
)
|
|
|
(170
|
)
|
|
|
(287
|
)
|
Depreciation
|
|
|
1,673
|
|
|
|
1,731
|
|
|
|
3,418
|
|
|
|
2,860
|
|
Amortization
|
|
|
38
|
|
|
|
70
|
|
|
|
96
|
|
|
|
141
|
|
EBITDA
|
|
$
|
26,295
|
|
|
$
|
17,373
|
|
|
$
|
51,362
|
|
|
$
|
34,482
|
|
-END-