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AMEDISYS INC0000896262false00008962622024-04-242024-04-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 24, 2024
Commission File Number: 0-24260

image0.jpg
 
AMEDISYS, INC.
(Exact Name of Registrant as specified in its Charter) 
  
Delaware
11-3131700
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3854 American Way, Suite A, Baton Rouge, LA 70816
(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662
(Registrant’s telephone number, including area code) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share AMED The NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 





SECTION 2 — FINANCIAL INFORMATION

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 24, 2024, Amedisys, Inc. ("we," "us," "our," or "the Company") issued a press release (the “Press Release”) announcing its financial results for the three-month period ended March 31, 2024. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information presented in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
SECTION 7 — REGULATION FD
ITEM 7.01. REGULATION FD DISCLOSURE

Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

In addition, a copy of the Company's first quarter supplemental slides are attached to this report as Exhibit 99.2 and incorporated herein by reference.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.





SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
(Registrant)

By:    /s/ Scott G. Ginn
    Scott G. Ginn
    Chief Operating Officer, Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)

DATE: April 24, 2024


EX-99.1 2 a20243103_991exhibit.htm EX-99.1 Document

Exhibit 99.1
draftof8k050418image1.gif
            
AMEDISYS REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

BATON ROUGE, Louisiana (April 24, 2024) — Amedisys, Inc. (NASDAQ: AMED) today reported its financial results for the three-month period ended March 31, 2024.

Three-Month Periods Ended March 31, 2024 and 2023

◦Net service revenue increased $15.0 million to $571.4 million compared to $556.4 million in 2023. Prior year included $15.0 million of net service revenue from our personal care business which was divested on March 31, 2023.
◦Net income attributable to Amedisys, Inc. of $14.4 million, which is inclusive of merger-related expenses totaling $20.7 million ($19.8 million, net of tax), compared to $25.2 million in 2023.
◦Net income attributable to Amedisys, Inc. per diluted share of $0.44 compared to $0.77 in 2023.

Adjusted Quarterly Results*

•Adjusted EBITDA of $59.9 million compared to $57.8 million in 2023.
•Adjusted net income attributable to Amedisys, Inc. of $33.9 million compared to $32.7 million in 2023.
•Adjusted net income attributable to Amedisys, Inc. per diluted share of $1.03 compared to $1.00 in 2023.



* See pages 11 - 12 for the definition and reconciliations of non-GAAP financial measures to GAAP measures.
The supplemental slides provided in connection with the first quarter 2024 earnings release can be found on the Investor Relations page of our website. In light of the pending merger of the Company with UnitedHealth Group Incorporated, Amedisys will not conduct a quarterly earnings call to discuss the first quarter results.
Non-GAAP Financial Measures
This press release includes reconciliations of the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”) to non-GAAP financial measures. The non-GAAP financial measures as defined under SEC rules are as follows: (1) adjusted EBITDA, defined as net income attributable to Amedisys, Inc. before net interest expense, provision for income taxes and depreciation and amortization, excluding certain items; (2) adjusted net income attributable to Amedisys, Inc., defined as net income attributable to Amedisys, Inc. calculated in accordance with GAAP excluding certain items; and (3) adjusted net income attributable to Amedisys, Inc. per diluted share, defined as net income attributable to Amedisys, Inc. common stockholders per diluted share calculated in accordance with GAAP excluding certain items. Management believes that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, are useful gauges of our current performance and are also included in internal management reporting. These non-GAAP financial measures should be considered in addition to, and not more meaningful than or as an alternative to, the GAAP financial measures presented in this earnings release and the company’s financial statements. 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.
1


Additional Information
Amedisys, Inc. (the “Company”) is a leading healthcare at home company delivering personalized home health, hospice and high acuity care services. Amedisys is focused on delivering the care that is best for our patients, whether that is in-patient hospital, palliative and skilled nursing facility ("SNF") care in their homes, home-based recovery and rehabilitation after an operation or injury, care focused on empowering our patients to manage a chronic disease or hospice care at the end of life. More than 3,000 hospitals and 110,000 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 approximately 18,700 employees in 520 care centers within 37 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 469,000 patients every year. For more information about the Company, please visit: www.amedisys.com.
We use our website as a channel of distribution for important company information. Important information, including press releases, investor presentations and financial information regarding our company, is routinely posted on and accessible on the Investor Relations subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations subpage of our website.
Forward-Looking Statements
When included in this press release, words like “believes,” “belief,” “expects,” “strategy,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “will,” “could,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to, the following: disruption from the proposed merger with UnitedHealth Group with patient, payor, provider, referral source, supplier or management and employee relationships; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with UnitedHealth Group or the inability to complete the proposed transaction on the anticipated terms and timetable; the risk that necessary regulatory approvals for the proposed merger with UnitedHealth Group are delayed, are not obtained or are obtained subject to conditions that are not anticipated; the failure of the conditions to the proposed merger to be satisfied; the costs related to the proposed merger; the diversion of management time on merger-related issues; the risk that termination fees may be payable by the Company in the event that the merger agreement is terminated under certain circumstances; reputational risk related to the proposed merger; the risk of litigation or regulatory action related to the proposed merger; changes in Medicare and other medical payment levels; changes in payments and covered services by federal and state governments; future cost containment initiatives undertaken by third-party payors; changes in the episodic versus non-episodic mix of our payors, the case mix of our patients and payment methodologies; staffing shortages driven by the competitive labor market; our ability to attract and retain qualified personnel; competition in the healthcare industry; our ability to maintain or establish new patient referral sources; changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis; changes in estimates and judgments associated with critical accounting policies; our ability to consistently provide high-quality care; our ability to keep our patients and employees safe; our access to financing; our ability to meet debt service requirements and comply with covenants in debt agreements; business disruptions due to natural or man-made disasters, climate change or acts of terrorism, widespread protests or civil unrest; our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively; our ability to realize the anticipated benefits of acquisitions, investments and joint ventures; our ability to integrate, manage and keep our information systems secure; the impact of inflation; and changes in laws 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.


Contact:    Investor Contact:                Media Contact:            
Amedisys, Inc.                    Amedisys, Inc.
        Nick Muscato                    Kendra Kimmons
        Chief Strategy Officer             Vice President, Marketing & Communications
    (615) 928- 5452                    (225) 299-3720
        IR@amedisys.com             kendra.kimmons@amedisys.com
    

2


AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Amounts in thousands, except per share data)
(Unaudited)
  For the Three-Month 
Periods Ended March 31,
  2024 2023
Net service revenue $ 571,414  $ 556,389 
Operating expenses:
Cost of service, inclusive of depreciation 321,537  315,010 
General and administrative expenses:
Salaries and benefits 127,946  126,339 
Non-cash compensation 7,433  3,273 
Merger-related expenses 20,667  720 
Depreciation and amortization 4,271  4,443 
Other 57,941  64,225 
Total operating expenses 539,795  514,010 
Operating income 31,619  42,379 
Other income (expense):
Interest income 1,727  406 
Interest expense (8,119) (7,517)
Equity in earnings from equity method investments 910  123 
Miscellaneous, net 1,090  (682)
Total other expense, net (4,392) (7,670)
Income before income taxes 27,227  34,709 
Income tax expense (12,633) (9,800)
Net income 14,594  24,909 
Net (income) loss attributable to noncontrolling interests (194) 337 
Net income attributable to Amedisys, Inc. $ 14,400  $ 25,246 
Basic earnings per common share:
Net income attributable to Amedisys, Inc. common stockholders $ 0.44  $ 0.78 
Weighted average shares outstanding 32,670  32,558 
Diluted earnings per common share:
Net income attributable to Amedisys, Inc. common stockholders $ 0.44  $ 0.77 
Weighted average shares outstanding 32,979  32,643 

3


AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
March 31, 2024 (unaudited) December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 108,234  $ 126,450 
Restricted cash 12,470  12,413 
Patient accounts receivable 359,359  313,373 
Prepaid expenses 20,332  14,639 
Other current assets 26,053  30,060 
Total current assets 526,448  496,935 
Property and equipment, net of accumulated depreciation of $96,056 and $92,422 42,684  41,845 
Operating lease right of use assets 88,425  88,939 
Goodwill 1,244,679  1,244,679 
Intangible assets, net of accumulated amortization of $15,128 and $14,008 101,778  102,675 
Other assets 85,857  85,097 
Total assets $ 2,089,871  $ 2,060,170 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 36,249  $ 28,237 
Payroll and employee benefits 131,631  136,835 
Accrued expenses 147,464  140,049 
Termination fee paid by UnitedHealth Group 106,000  106,000 
Current portion of long-term obligations 37,232  36,314 
Current portion of operating lease liabilities 26,284  26,286 
Total current liabilities 484,860  473,721 
Long-term obligations, less current portion 356,080  361,862 
Operating lease liabilities, less current portion 62,220  62,751 
Deferred income tax liabilities 43,229  40,635 
Other long-term obligations 828  1,418 
Total liabilities 947,217  940,387 
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding —  — 
Common stock, $0.001 par value, 60,000,000 shares authorized; 38,146,546 and 38,131,478 shares issued; 32,676,115 and 32,667,631 shares outstanding 38  38 
Additional paid-in capital
795,063  787,177 
Treasury stock, at cost, 5,470,431 and 5,463,847 shares of common stock (469,243) (468,626)
Retained earnings 762,325  747,925 
Total Amedisys, Inc. stockholders’ equity 1,088,183  1,066,514 
Noncontrolling interests 54,471  53,269 
Total equity 1,142,654  1,119,783 
Total liabilities and equity $ 2,089,871  $ 2,060,170 


4


AMEDISYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND DAYS REVENUE OUTSTANDING
(Amounts in thousands, except statistical information)
(Unaudited)
  For the Three-Month
Periods Ended March 31,
  2024 2023
Cash Flows from Operating Activities:
Net income $ 14,594  $ 24,909 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization (inclusive of depreciation included in cost of service) 6,138  5,694 
Non-cash compensation 7,886  3,273 
Amortization and impairment of operating lease right of use assets 8,566  8,622 
Loss (gain) on disposal of property and equipment (70)
Loss on personal care divestiture —  2,186 
Deferred income taxes 2,594  2,772 
Equity in earnings from equity method investments (910) (123)
Amortization of deferred debt issuance costs 248  248 
Return on equity method investments 170  1,787 
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable (46,806) (7,476)
Other current assets (1,696) (4,128)
Operating lease right of use assets (1,042) (918)
Other assets 155  (111)
Accounts payable 8,652  (3,457)
Accrued expenses 3,029  741 
Other long-term obligations (591) (28)
Operating lease liabilities (7,532) (7,960)
Net cash (used in) provided by operating activities (6,541) 25,961 
Cash Flows from Investing Activities:
Proceeds from the sale of deferred compensation plan assets 21  19 
Purchases of property and equipment (2,670) (1,350)
Investments in technology assets (223) (210)
Investment in equity method investee (196) — 
Proceeds from personal care divestiture —  47,787 
Acquisitions of businesses, net of cash acquired —  (350)
Net cash (used in) provided by investing activities (3,068) 45,896 
Cash Flows from Financing Activities:
Proceeds from issuance of stock under employee stock purchase plan —  816 
Shares withheld to pay taxes on non-cash compensation (617) (1,308)
Noncontrolling interest contributions 1,764  — 
Noncontrolling interest distributions (756) (285)
Purchase of noncontrolling interest —  (800)
Proceeds from borrowings under revolving line of credit —  8,000 
Repayments of borrowings under revolving line of credit —  (8,000)
Principal payments of long-term obligations (8,941) (55,313)
Net cash used in financing activities (8,550) (56,890)
Net (decrease) increase in cash, cash equivalents and restricted cash (18,159) 14,967 
Cash, cash equivalents and restricted cash at beginning of period 138,863  54,133 
Cash, cash equivalents and restricted cash at end of period $ 120,704  $ 69,100 
5


For the Three-Month 
Periods Ended March 31,
2024 2023
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 8,188  $ 6,654 
Cash paid for income taxes, net of refunds received $ 828  $ 352 
Cash paid for operating lease liabilities $ 8,574  $ 8,878 
Cash paid for finance lease liabilities $ 2,236  $ 2,457 
Supplemental Disclosures of Non-Cash Activity:
Right of use assets obtained in exchange for operating lease liabilities $ 7,173  $ 7,083 
Right of use assets obtained in exchange for finance lease liabilities $ 4,326  $ 20,790 
Reductions to right of use assets resulting from reductions to operating lease liabilities $ 168  $ 141 
Reductions to right of use assets resulting from reductions to finance lease liabilities $ 496  $ 369 
Days revenue outstanding (1) 54.1  46.3 

(1) Our calculation of days revenue outstanding at March 31, 2024 and 2023 is derived by dividing our ending patient accounts receivable by our average daily patient revenue for the three-month periods ended March 31, 2024 and 2023, respectively.
6


AMEDISYS, INC. AND SUBSIDIARIES
SEGMENT INFORMATION
(Amounts in millions, except statistical information)
(Unaudited)
Segment Information - Home Health
  For the Three-Month Periods
Ended March 31,
  2024 2023
Financial Information (in millions):
Medicare $ 215.8  $ 215.4 
Non-Medicare 148.2  127.9 
Net service revenue 364.0  343.3 
Cost of service, inclusive of depreciation 210.4  197.0 
Gross margin 153.6  146.3 
General and administrative expenses 91.0  89.1 
Depreciation and amortization 1.8  1.1 
Operating income $ 60.8  $ 56.1 
Same Store Growth(1):
Medicare revenue —  % (7  %)
Non-Medicare revenue 16  % 12  %
Total admissions 10  % %
Total volume(2)
% %
Key Statistical Data - Total(3):
Admissions 112,215  101,963 
Recertifications 43,961  43,325 
Total volume 156,176  145,288 
Medicare completed episodes 72,998  73,563 
Average Medicare revenue per completed episode(4)
$ 2,998  $ 2,974 
Medicare visits per completed episode(5)
11.9  12.4 
Visiting clinician cost per visit $ 105.38  $ 100.00 
Clinical manager cost per visit 11.99  10.97 
Total cost per visit $ 117.37  $ 110.97 
Visits 1,792,629  1,775,206 

(1)Same store information represents the percent change in our Medicare, Non-Medicare and Total revenue, admissions or volume for the period as a percent of the Medicare, Non-Medicare and Total revenue, admissions or volume of the prior period. Same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2)Total volume includes all admissions and recertifications.
(3)Total includes acquisitions, startups and de novos.
(4)Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care.
(5)Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes completed during the period.

7


Segment Information - Hospice
  For the Three-Month Periods
Ended March 31,
  2024 2023
Financial Information (in millions):
Medicare $ 190.0  $ 182.7 
Non-Medicare 11.0  10.7 
Net service revenue 201.0  193.4 
Cost of service, inclusive of depreciation 105.3  101.4 
Gross margin 95.7  92.0 
General and administrative expenses 48.1  47.9 
Depreciation and amortization 0.7  0.6 
Operating income $ 46.9  $ 43.5 
Same Store Growth(1):
Medicare revenue % —  %
Hospice admissions (3  %) (5  %)
Average daily census —  % (1  %)
Key Statistical Data - Total(2):
Hospice admissions 12,657  12,998 
Average daily census 12,767  12,730 
Revenue per day, net $ 173.04  $ 168.83 
Cost of service per day $ 90.64  $ 88.21 
Average discharge length of stay 92  90 

(1)Same store information represents the percent change in our Medicare revenue, Hospice admissions or average daily census for the period as a percent of the Medicare revenue, Hospice admissions or average daily census of the prior period. Same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2)Total includes acquisitions and de novos.
8


Segment Information - Personal Care (1)
  For the Three-Month Periods
Ended March 31,
  2024 2023
Financial Information (in millions):
Medicare $ —  $ — 
Non-Medicare —  15.0 
Net service revenue —  15.0 
Cost of service, inclusive of depreciation —  11.1 
Gross margin —  3.9 
General and administrative expenses —  2.3 
Depreciation and amortization —  — 
Operating income $ —  $ 1.6 
Key Statistical Data - Total:
Billable hours —  440,464 
Clients served —  7,892 
Shifts —  191,379 
Revenue per hour $ —  $ 33.97 
Revenue per shift $ —  $ 78.19 
Hours per shift —  2.3

(1) We completed the sale of our personal care business on March 31, 2023.
































9



Segment Information - High Acuity Care

  For the Three-Month Periods
Ended March 31,
  2024 2023
Financial Information (in millions):
Medicare $ —  $ — 
Non-Medicare 6.4  4.7 
Net service revenue 6.4  4.7 
Cost of service, inclusive of depreciation 5.8  5.5 
Gross margin 0.6  (0.8)
General and administrative expenses 5.9  4.4 
Depreciation and amortization 0.9  0.8 
Operating loss $ (6.2) $ (6.0)
Key Statistical Data - Total:
Full risk admissions 139  158 
Limited risk admissions 622  459 
Total admissions 761  617 
Total admissions growth 23  % 85  %
Full risk revenue per episode $ 10,073  $ 11,343 
Limited risk revenue per episode $ 6,780  $ 5,711 
Number of admitting joint ventures



Segment Information - Corporate
 
  For the Three-Month Periods
Ended March 31,
  2024 2023
Financial Information (in millions):
General and administrative expenses $ 69.0  $ 50.9 
Depreciation and amortization 0.9  1.9 
Total operating expenses $ 69.9  $ 52.8 





10


AMEDISYS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
(Amounts in thousands)
(Unaudited)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") Reconciliation:
For the Three-Month Periods
Ended March 31,
2024 2023
Net income attributable to Amedisys, Inc. $ 14,400  $ 25,246 
Add:
        Income tax expense 12,633  9,800 
        Interest expense, net 6,392  7,111 
        Depreciation and amortization 6,138  5,694 
        Certain items(1)
20,296  9,987 
Adjusted EBITDA(2)(5)
$ 59,859  $ 57,838 

Adjusted Net Income Attributable to Amedisys, Inc Reconciliation:
For the Three-Month Periods
Ended March 31,
2024 2023
Net income attributable to Amedisys, Inc. $ 14,400  $ 25,246 
Add:
        Certain items(1)
19,548  7,489 
Adjusted net income attributable to Amedisys, Inc.(3)(5)
$ 33,948  $ 32,735 

Adjusted Net Income Attributable to Amedisys, Inc. per Diluted Share Reconciliation:
For the Three-Month Periods
Ended March 31,
2024 2023
Net income attributable to Amedisys, Inc. common stockholders per diluted share $ 0.44  $ 0.77 
Add:
        Certain items(1)
0.59  0.23 
Adjusted net income attributable to Amedisys, Inc. common stockholders per diluted share(4)(5)
$ 1.03  $ 1.00 

11


(1)    The following details the certain items for the three-month periods ended March 31, 2024 and 2023:

Certain Items (in thousands):
For the Three-Month Periods
Ended March 31,
2024 2023
(Income) Expense (Income) Expense
Certain Items Impacting Cost of Service, Inclusive of Depreciation:
Clinical optimization and reorganization costs $ —  $ 114 
Certain Items Impacting General and Administrative Expenses:
Acquisition and integration costs —  1,667 
CEO transition —  750 
Merger-related expenses 20,667  720 
Clinical optimization and reorganization costs —  3,170 
Personal care divestiture —  514 
Certain Items Impacting Total Other Income (Expense):
Other (income) expense, net (371) 3,052 
Total $ 20,296  $ 9,987 
Net of tax $ 19,548  $ 7,489 
Diluted EPS $ 0.59  $ 0.23 



(2) Adjusted EBITDA is defined as net income attributable to Amedisys, Inc. before net interest expense, provision for income taxes and depreciation and amortization, excluding certain items as described in footnote 1.
(3)    Adjusted net income attributable to Amedisys, Inc. is defined as net income attributable to Amedisys, Inc. calculated in accordance with GAAP excluding certain items as described in footnote 1.
(4)    Adjusted net income attributable to Amedisys, Inc. common stockholders per diluted share is defined as diluted income per share calculated in accordance with GAAP excluding the earnings per share effect of certain items as described in footnote 1.
(5)    Adjusted EBITDA, adjusted net income attributable to Amedisys, Inc. and adjusted net income attributable to Amedisys, Inc. common stockholders per diluted share should not be considered as an alternative to, or more meaningful than, income before income taxes or other measures calculated in accordance with GAAP. These calculations may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate these non-GAAP financial measures in the same manner.
12
EX-99.2 3 amed1q24ecsupplementalsl.htm EX-99.2 amed1q24ecsupplementalsl
1 Amedisys First Quarter 2024 Earnings Release Supplemental Slides April 24th, 2024 Exhibit 99.2


 
2 This presentation may include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and assumptions about our business that are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those described in this presentation. You should not rely on forward-looking statements as a prediction of future events. Additional information regarding factors that could cause actual results to differ materially from those discussed in any forward-looking statements are described in reports and registration statements we file with the SEC, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the Amedisys internet website http://www.amedisys.com or by contacting the Amedisys Investor Relations department at (225) 292-2031. We disclaim any obligation to update any 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. www.amedisys.com NASDAQ: AMED We encourage everyone to visit the Investors Section of our website at www.amedisys.com, where we have posted additional important information such as press releases, profiles concerning our business, clinical operations and control processes and SEC filings. FORWARD-LOOKING STATEMENTS Exhibit 99.2


 
3 OUR KEY AREAS OF FOCUS Strategic areas of focus and progress made during Q1’24 • Home Health: Total same store admissions +10% • Hospice: Total same store ADC flat • High Acuity Care: Admissions +23% 1 Organic Growth • Quality: Amedisys Jul’24 preview STARS score of 4.32 • 92% of care centers at 4+ Stars based on Jul’24 preview • 41 Amedisys care centers rated at 5 Stars in the Jul’24 preview • Hospice quality – outperforming industry average in all hospice item set (HIS) categories 3 Clinical Initiatives • Focusing on optimizing RN / LPN & PT / PTA staffing ratios. • Current LPN Ratio: 47.7% (vs. 48.2% in 1Q’23) • Current PTA Ratio: 54.7% (vs. 54.4% in 1Q’23) 4 Capacity and Productivity • Pending merger with UnitedHealth Group Inc. • Completed divestiture of Personal Care business Q1’23 5 M&A 2 Recruiting / Retention • Targeting industry leading employee retention amongst all employee categories • Q1’24 Voluntary Turnover 17.7% 2024 Reimbursement • Final Hospice industry rule – Amedisys estimated impact +3.1% increase (effective 10/1/23) • Final Home Health industry rule – Amedisys estimated impact +0.8% increase (effective 1/1/24) 2025 Reimbursement • Proposed Hospice industry rule – industry estimated impact +2.6% increase (effective 10/1/24) 6 Regulatory Exhibit 99.2


 
4 HIGHLIGHTS AND SUMMARY FINANCIAL RESULTS (ADJUSTED): 1Q 2024(1) Excluding the results from our personal care segment (sold March 31, 2023), EBITDA increased $4 million over prior year on a $30 million increase in revenue. Our results were impacted by rate increases, home health volume growth, improvements in clinician utilization and clinical optimization and reorganization initiatives. Our cash flows and accounts receivable were impacted by the Change Healthcare outage which resulted in delays in submitting claims resulting in an increase in DSO and a reduction in our cash flow from operations. 1. The financial results for the three-month periods ended March 31, 2023 and March 31, 2024 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non- GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. 2. Same Store volume – Includes admissions and recertifications. 3. Same Store is defined as care centers that we have operated for at least the last 12 months and startups that are an expansion of a same store care center. 4. Free cash flow is defined as cash flow from operations less routine capital expenditures and required debt repayments. Growth Metrics: • Total Admissions: 761 (+23%) • Number of admitting JVs: 9 Other Statistics: • Patient Satisfaction: 85% High Acuity Care Adjusted Financial Results • Divested personal care segment on 3/31/2023 Personal Care Same Store Volume (3): • Admissions: -3% • ADC: Flat Other Statistics: • Revenue per Day(5): $173.04 (+2.5%) • Cost per day: $90.16 (+2.3%) HospiceHome Health Same Store (2)(3) : • Total Admissions: +10% • Total Volume: +8% Other Statistics: • Revenue per Episode: $2,998 (+0.8%) • Visiting Clinician Cost per Visit: $104.65 (+5.2%) Amedisys Consolidated • Revenue: +5.5% (excluding Personal Care) • EBITDA: $60M • EBITDA Margin: 10.5% • EPS: $1.03 Amedisys Consolidated Amedisys Consolidated Balance Sheet & Cash Flow • Net debt: $287.4M • Net Leverage ratio: 1.2x • Revolver availability: $514.2M • CFFO: $(6.5M) • Free cash flow (4): $(16.6M) • DSO: 54.1 (vs. Q4’23 of 47.7 and up 7.8 days over prior year) $ in Millions, except EPS 1Q23 1Q24 Home Health 343.3$ 364.0$ Hospice 193.4 201.0 Personal Care 15.0 - High Acuity Care 4.7 6.4 Total Revenue 556.4$ 571.4$ Gross Margin % 43.6% 44.1% Adjusted EBITDA 57.8$ 59.9$ 10.4% 10.5% Adjusted EPS 1.00$ 1.03$ Free cash flow(4) 19.7$ (16.6)$ Exhibit 99.2


 
5 59.3% 11.9% 28.8% Home Health Revenue Medicare FFS Private Episodic Per Visit & Case Rate 63.7% 35.2% 1.1% Amedisys Consolidated Revenue Home Health Hospice High Acuity Care • Medicare FFS: Reimbursed for a 30-day period of care • Private Episodic: MA and Commercial plans who reimburse us for a 30-day period of care or 60-day episode of care, majority of which range from 90% - 100% of Medicare rates • Per Visit & Case Rate: Managed care, Medicaid and private payors who reimburse us per visit performed or per admission 94.5% 5.5% Hospice Revenue Medicare FFS Private Hospice Per Day Reimbursement: • Routine Care: Patient at home with symptoms controlled, ~97% of the Hospice care provided • Continuous Care: Patient at home with uncontrolled symptoms • Inpatient Care: Patient in facility with uncontrolled symptoms • Respite Care: Patient at facility with symptoms controlled • Home Health: 346 care centers; 34 states & D.C. • Hospice: 165 care centers; 31 states • Personal Care: We divested our personal care business on March 31, 2023. • High Acuity Care: 9 admitting joint ventures; 9 states; 33 referring hospitals • Total: 520 care centers/joint ventures; 37 states and D.C. OUR REVENUE SOURCES: 1Q’24 Exhibit 99.2


 
6 HOME HEALTH AND HOSPICE SEGMENT (ADJUSTED) – Q1 2024(1) • Medicare revenue per episode up 0.8% primarily due to the rate increase effective 1/1/2024. • Y/Y Total CPV up $6.19 (+5.6%) primarily due to raises, wage inflation and an increase in new hire pay. A reduction in VPE on our episodic revenue partially offset the increase in cost per visit. • EBITDA margin increased 50 basis points. Home Health Highlights • Net revenue per day +2.5% primarily due to the +3.1% Hospice rate update effective 10/1/2023 partially offset by patient mix. • Cost per day up $2.02 (+2.3%) primarily due to raises, wage inflation and an increase in RN hires partially offset by clinical optimization and reorganization initiatives, lower contractor utilization and a new pharmacy contract (effective 2Q’23). • EBITDA margin up 90 basis points due to the 2024 rate increase (effective 10/1/2023), a new pharmacy contract and clinical optimization and reorganization initiatives partially offset by higher labor costs. Hospice Highlights 1. The financial results for the three-month periods ended March 31, 2023 and March 31, 2024 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. 2. Pre-Corporate EBITDA does not include any corporate G&A expenses. 3. Same Store information represents the percent change in volume, admissions or ADC for the period as a percent of the volume, admissions or ADC of the prior period. 4. Same Store is defined as care centers that we have operated for at least the last 12 months and startups that are an expansion of a same store care center. $ in Millions 1Q23 1Q24 Medicare 215.4$ 215.8$ Non-Medicare 127.9 148.2 Home Health Revenue $343.3 $364.0 Gross Margin % 42.9% 42.6% Pre-Corporate EBITDA(2) $58.8 $63.9 17.1% 17.6% Operating Statistics Same Store Growth(3)(4) Total admissions 8% 10% Total volume 5% 8% Medicare revenue per episode $2,974 $2,998 Medicare recert rate 32.3% 31.7% Total cost per visit $110.45 $116.64 HOME HEALTH $ in Millions 1Q23 1Q24 Medicare 182.7$ 190.0$ Non-Medicare 10.7 11.0 Hospice Revenue $193.4 $201.0 Gross Margin % 47.8% 47.9% Pre-Corporate EBITDA (2) $45.2 $48.8 23.4% 24.3% Operating Statistics Admit growth - same store(3 )(4 ) -5% -3% ADC growth - same store(3 )(4 ) -1% 0% ADC 12,730 12,767 Avg. discharge length of stay 90 92 Revenue per day (net) (5) $168.83 $173.04 Cost per day $88.14 $90.16 HOSPICE Exhibit 99.2


 
7 GENERAL & ADMINISTRATIVE EXPENSES – ADJUSTED (1,2) Notes: • Year over year total G&A as a percentage of revenue increased 10 basis points ($6 million) • Increase in total G&A is primarily due to planned wage increases and higher incentive compensation costs partially offset by the divestiture of our personal care line of business • Total G&A decreased ~$4 million sequentially primarily due to a seasonality driven decrease in health insurance costs 1. The financial results for the three-month periods ended March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. 2. Adjusted G&A expenses do not include depreciation and amortization. Impacted by raises and incentive compensation costs 33.7% 34.1% 34.4% 34.5% 33.8% 32.0% 34.0% 36.0% 1Q23 2Q23 3Q23 4Q23 1Q24 Total G&A as a Percent of Revenue G&A as a Percent of Revenue $ in Millions 1Q23 2Q23 3Q23 4Q23 1Q24 Home Health Segment - Total 89.0$ 90.1$ 91.3$ 92.7$ 91.0$ % of HH Revenue 25.9% 25.8% 26.0% 25.8% 25.0% Hospice Segment - Total 47.9 47.9 48.4 48.6 48.0 % of HSP Revenue 24.8% 24.0% 24.2% 23.6% 23.9% Personal Care Segment - Total 2.2 - - - - % of PC Revenue 14.9% - - - - High Acuity Care Segment - Total 4.4 5.2 5.2 5.4 5.9 % of HAC Revenue 94.6% 131.1% 119.2% 91.4% 92.5% Total Corporate Expenses 44.2 45.2 46.2 50.3 48.4 % of Total Revenue 7.9% 8.2% 8.3% 8.8% 8.5% Total 187.7$ 188.4$ 191.1$ 197.0$ 193.3$ % of Total Revenue 33.7% 34.1% 34.4% 34.5% 33.8% 1Q23 2Q23 3Q23 4Q23 1Q24 Salary and Benefits 26.3 26.5 27.7 29.4 27.6 Other 15.5 15.1 14.9 16.9 16.6 Corp. G&A Subtotal 41.8 41.6 42.6 46.3 44.2 Non-cash comp 2.4 3.6 3.6 4.0 4.2 Adjusted Corporate G&A 44.2 45.2 46.2 50.3 48.4 Exhibit 99.2


 
8 $25.00 $50.00 $75.00 $100.00 $125.00 1Q23 4Q23 1Q24 Cost Per Visit (CPV) Salaries Contractors Benefits Transportation OPERATIONAL EXCELLENCE: HOME HEALTH COST PER VISIT (CPV)-ADJUSTED YOY Total CPV impacted by higher labor costs. *Note: Direct comparison with industry competitors CPV calculation $99.47 $107.82 $104.65 Components 1Q’23 4Q’23 1Q’24 YoY Variance Detail Initiatives Salaries $72.79 $77.48 $77.31 $4.52 YoY increase due to planned wage increases, wage inflation, an increase in new hire pay and visit mix Sequential decrease due to one less holiday and lower new hire pay partially offset by visit mix Staffing mix optimization, productivity and scheduling improvement initiatives in place to help overcome salary increases Contractors $6.50 $5.88 $6.38 $(0.12) YoY variance due to lower utilization partially offset by higher rates Sequential variance due to higher rates and an increase in utilization Focused efforts on filling positions with full-time clinicians Benefits $12.95 $16.85 $13.81 $0.86 YoY variance due to higher payroll taxes on the salary increases described above and higher health insurance costs Sequential decrease due to a decrease in health insurance costs due to the seasonality of claims partially offset by higher payroll taxes due to beginning of the year tax rate resets Focus on cost containment and spend optimization with specific focus on high-cost claims Transportation & Supplies $7.23 $7.61 $7.15 ($0.08) Sequential variance due to lower mileage costs and slightly lower supply costs on higher visits *Visiting Clinician CPV $99.47 $107.82 $104.65 $5.18** Clinical Managers $10.98 $12.12 $11.99 $1.01 Fixed cost associated with non-visiting clinicians YoY variance due to planned wage increases and additional staff Unit cost reduced as volume increases Total CPV $110.45 $119.94 $116.64 $6.19 Exhibit 99.2


 
9 DRIVING TOP LINE GROWTH 5% 3% 3% 5% 8% 8% 4% 4% 7% 10% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 100,000 120,000 140,000 160,000 1Q23 2Q23 3Q23 4Q23 1Q24 Volume SS Volume Growth SS Admit Growth Home Health Growth Hospice Growth -1% -2% -2% -0.2% 0.3% -2.5% -1.5% -0.5% 0.5% 12,500 12,750 13,000 1Q23 2Q23 3Q23 4Q23 1Q24 ADC SS ADC Growth Exhibit 99.2


 
10 INDUSTRY LEADING QUALITY SCORES Quality of Patient Care (QPC) Patient Satisfaction (PS) • Amedisys maintains a 4-Star average in the Jul 2024 HHC Preview with 93% of our providers (representing 92% of care centers) at 4+ Stars and 59% of our providers (representing 61% of care centers) at 4.5+ Stars. •21 Amedisys providers (representing 41 care centers) rated at 5 Stars. Notes: (1) Jul 2024 QPC Star Preview performance period = Oct 2022 – Sep 2023 (ACH = CY 2022). (2) Apr 2024 PS Preview performance period = Oct 2022 – Sep 2023. (3) QPC Star and PS Results for Amedisys Legacy providers only. (4) Only currently active care centers included in care center results. Metric Oct 23 Release Jan 24 Release Apr 24 Preview Jul 24 Preview Quality of Patient Care 4.44 4.41 4.35 4.32 Entities at 4+ Stars 98% 96% 95% 93% Metric Jul 23 Release Oct 23 Release Jan 24 Release Apr 24 Preview Patient Satisfaction Star 3.76 3.73 3.61 3.72 Performance Over Industry +2% +2% +3% NA 3.00 3.50 4.00 4.50 Jan 2022 Apr 2022 Jul 2022 Oct 2022 Jan 2023 Apr 2023 Jul 2023 Oct 2023 Jan 2024 Apr 2024 Jul 2024 QPC Industry Performance Amedisys QPC Industry Avg QPC Top Competitor 3.00 3.50 4.00 4.50 Jan 2022 Apr 2022 Jul 2022 Oct 2022 Jan 2023 Apr 2023 Jul 2023 Oct 2023 Jan 2024 Apr 2024 PS Industry Performance Amedisys QPC Industry Avg QPC Top Competitor Exhibit 99.2


 
11 HOSPICE QUALITY: AMEDISYS HOSPICE CONTINUES TO MOVE TOWARDS BEST-IN-CLASS Hospice Quality Notes: Included in the above analysis are only active providers. Exhibit 99.2


 
12 DEBT AND LIQUIDITY METRICS Net leverage ~1.2x 1. Net debt defined as total debt outstanding ($395.6M) less cash and cash equivalents ($108.2M). 2. Leverage ratio (net) is defined as net debt divided by last twelve months adjusted EBITDA ($249.0M). 3. Liquidity defined as the sum of cash balance and available revolving line of credit. Outstanding Term Loan 366.3$ Outstanding Revolver - Finance Leases 29.3 Total Debt Outstanding 395.6 Less: Deferred Debt Issuance Costs (2.3) Total Debt - Balance Sheet 393.3 Total Debt Outstanding 395.6 Less Cash & Cash Equivalents (108.2) Net Debt (1) 287.4$ Leverage Ratio (net) (2) 1.2 Term Loan 450.0$ Revolver Size 550.0 Borrowing Capacity 1,000.0 Revolver Size 550.0 Outstanding Revolver - Letters of Credit (35.8) Available Revolver 514.2 Plus Cash & Cash Equivalents 108.2 Total Liquidity (3) 622.4$ As of: 3/31/24 Credit Facility Outstanding Debt As of: 3/31/24 Exhibit 99.2


 
13 CASH FLOW STATEMENT HIGHLIGHTS (1) Total cash flow from operations for Q1-24 impacted by delays in the billing and collection of accounts receivable resulting from the Change Healthcare outage partially offset by the timing of the payment of accounts payable. 1. Free cash flow defined as cash flow from operations less routine capital expenditures and required debt repayments. $ in Millions 1Q23 2Q23 3Q23 4Q23 1Q24 GAAP net income (loss) 24.9$ (80.5)$ 25.6$ 1 9.0$ 1 4.6$ Changes in working capital (1 4.3) 23 .9 (56.4) 21 .4 (36.8) Depreciation and amortization 5.7 6.2 6.1 5.9 6.1 Non-cash compensation 3.3 9.1 7 .2 9.4 7 .9 Deferred income taxes 2.8 5.3 7 .3 5.2 2 .6 Merger termination fee - 1 06.0 - - - Other 3.6 (9.3) 0.4 (0.6) (0.9) Cash flow from operations 26.0 60.7 (9.8) 60.3 (6.5) Capital expenditures - routine (1 .0) (0.9) (0.5) (0.9) (1 .2) Required debt repay ments (5.3) (5.7 ) (6.1 ) (8.9) (8.9) Free cash flow 19.7$ 54.1$ (16.4)$ 50.5$ (16.6)$ Capital Deployment Acquisitions (0.4)$ -$ -$ -$ -$ Share Repurchases - - - - - Total (0.4)$ -$ -$ -$ -$ Exhibit 99.2


 
14 INCOME STATEMENT ADJUSTMENTS (1) 1. The financial results for the three-month periods ended March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. 2. Other (income) expense, net includes a $2.2 million loss related to our Personal Care divestiture in 1Q23 and the $106.0 million Option Care termination fee in 2Q23. Q1 adjustments primarily related to costs associated with pending merger. $000s Income Statement Line Item 1Q23 2Q23 3Q23 4Q23 1Q24 Cost of Service Clinical optimization and reorganization costs Cost of Serv ice, Inclusiv e of Depreciation 1 1 4$ -$ 282$ 1 99$ -$ G&A Acquisition and integration costs General and Administrativ e Expenses 1 ,667 1 ,1 01 338 1 80 - Clinical optimization and reorganization costs General and Administrativ e Expenses 3,1 7 0 567 466 1 ,81 9 - Merger-related expenses General and Administrativ e Expenses 7 20 1 9,451 4,980 1 1 ,521 20,667 Personal Care div estiture General and Administrativ e Expenses 51 4 1 1 - - - CEO transition General and Administrativ e Expenses 7 50 3 ,435 1 ,094 661 - Other Items Other (income) expense, net (2) Total Other (Expense) Income, Net 3,052 99,1 39 (353) (534) (37 1 ) Total 9,987$ 123,704$ 6,807$ 13,846$ 20,296$ EPS Impact 0.23$ 3.83$ 0.19$ 0.35$ 0.59$ EBITDA Impact 9,987$ 123,704$ 6,807$ 13,846$ 20,296$ Exhibit 99.2


 
15 Environmental, Social, Governance (E.S.G.) Considerations Exhibit 99.2


 
16 ENVIRONMENTAL, SOCIAL, GOVERNANCE (E.S.G.) CONSIDERATIONS Sustainable, high-quality, patient focused, home-based care model E n vi ro nmental, Social, Govern an ce Environmental • Amedisys is dedicated to the sustainability of our business and the communities in which we serve • Environmental health has a strong correlation with physical health • A greener fleet – newer vehicles, in circulation for a shorter time, optimize fuel usage. Sophisticated scheduling practices reduce our clinicians’ driving time and fuel usage helping to minimize our carbon footprint • Virtual care centers, along with flexible working schedules and locations, have created fewer emissions Social • Amedisys strives to create an organizational culture and climate in which every individual is valued, all team members have a sense of belonging with one another and to the organization and feel empowered to do their best work • Provider of Home Health and Hospice services to frail, elderly patients in their most preferred care location – their homes • Highest quality Home Health company as measured by Quality of Patient Care Star scores (4.32 Stars) • The Amedisys Foundation was formed to provide support to our patients and employees. The Amedisys Foundation has two funds: the Patients’ Special Needs Fund and the Amedisys Employees 1st Fund. The Patients’ Special Needs Fund provides financial assistance to our home health, hospice and high acuity care patients during a difficult time Governance • Amedisys has a culture of compliance starting with oversight from the Board of Directors and cascading down to the care center level • Our Board of Directors operates several sub-committees including: • Quality of Care Committee • Compliance & Ethics Committee • Audit Committee • Compensation Committee • Nominating & Corporate Governance Committee • The Nominating and Corporate Governance Committee oversees our strategy on corporate social responsibility, including evaluating the impact of Company practices on communities and individuals, and develops and recommends to our Board of Directors for approval matters relating to the Company’s corporate social responsibility and ESG considerations Exhibit 99.2