8-K

U.S. 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): November 7, 2005

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

(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 Securities 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-(c) under the Exchange Act (17 CFR 240.13e-(c))

ITEM 7.01 REGULATION FD DISCLOSURE

On November 7, 2005, representatives of Amedisys, Inc. (the “Company”) began making presentations at investor conferences using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1. We are furnishing the text of these slides pursuant to the Securities and Exchange Commission’s Regulation FD. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1934. The Company expects to use these slides, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2005.

By filing this report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the slides is summary information that is intended to be considered in the context of our Securities and Exchange Commission (“SEC”) filings and other public announcements that we may make, by press release or otherwise, from time to time. We undertake no duty or obligation to publicly update or revise the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

When included in this Current Report on Form 8-K, the words “expects”, “intends”, “anticipates”, “believes”, “estimates”, and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, current cash flows and operating deficits, debt service needs, adverse changes in federal and state laws relating to the health care industry, competition, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of the Current Report on Form 8-K. The Company expressly disclaims any obligation or undertaking to release publicly any updates or any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any statement is based.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibit No.

99.1 (i) Text of Investor Relations Slide Show in use beginning November 7, 2005

(i) Filed herewith.

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: November 7, 2005

EX-99.1

Amedisys, Inc.

NASDAQ: AMED

November 2005

Exhibit 99.1

1

Statements contained in this presentation which are not historical

facts are forward-looking statements. These forward-looking

statements and all other statements that may be contained in this

presentation that are not historical facts are subject to a number of

risks and uncertainties, and actual results may differ materially than

those forecasted. Such forward-looking statements are estimates

reflecting the best judgment of Amedisys, Inc. management based

upon currently available information. Certain factors which could

affect the accuracy of such forward-looking statements are identified

in the public filings made by Amedisys, Inc. with the Securities

and

Exchange Commission, and forward-looking statements contained

herein, or other public statements of Amedisys, Inc. or its

management should be considered in light of those factors.

Forward Looking Statements

2

Investment Highlights

•

Large, growing and fragmented industry

•

Focus on Medicare home nursing

•

Strong internal growth

•

Demonstrated ability to identify and integrate acquisitions

•

Proven operating model

•

Experienced management team

3

Management Team

•

William F. Borne, Chairman and Chief Executive Officer

-

CEO since founding the Company in 1982

-

Registered nurse, extensive hospital administrative and clinical

experience

•

Larry R. Graham, President and Chief Operating Officer

-

Joined Amedisys in 1996; COO since 1999; President in 2004

-

General Health Systems; Arthur Andersen

•

Gregory H. Browne, Chief Financial Officer

-

Joined Amedisys as CFO in 2002

-

CEO for PeopleWorks, Ramsay Health Care, Ramsay-HMO

4

Corporate Overview

•

Leading provider of home nursing services

•

216 locations in the southern United States

•

Services include skilled nursing and therapy

•

Medicare accounts for > 90% of revenue

•

Hospice care accounts for ~ 7% of revenue

5

Our Locations

•

Largest home nursing provider in the

southern United States

-

203 home nursing locations

-

13 hospice locations

7

7

6

6

12

12

22

22

53

53

34

34

12

12

2

2

38

38

13

13

1

1

4

4

November 2005

1

1

3

3

6

6

2

2

6

Our Strategy

•

Focus on Medicare-eligible patients

•

Develop and deploy specialized nursing programs

•

Expand disease management capabilities

•

Prioritize internal growth

•

Select, acquire and integrate quality home care agencies

•

Leverage cost-efficient operating platform

7

•

Home health

care is a $57.4

billion industry

•

Home nursing

is the largest

segment in the

home health

industry

•

Medicare

spending for

home nursing

totaled $11.6

billion in 2004

Home Health Care Spending

Home Health Industry Expenditures ($ billions)

Medicare

Home Nursing

$11.6

Home Nursing

(Commercial,

Medicaid &

Other)

$21.3

Home Nursing

$41.6

Infusion

Therapy

$5.3

Durable Medical

Equipment

$2.6

Respiratory

Therapy

$7.9

Hospice $8.7

Source:  Company Reports,  CMS and CIBC World Markets Corp. estimates

8

Home Nursing Market

•

Industry is highly fragmented

•

7,500 Medicare-certified nursing agencies

•

Most are single site or small regional providers:

-

Independently-owned agencies

-

Visiting nurse associations

-

Facility-

and hospital-based agencies

•

Publicly-owned providers account for less than 7% of the

home nursing market

9

Industry Growth Drivers

•

Trend from inpatient to home-based care:

-

Patient preference

-

Payor incentives

-

Technology advancements

•

Demographics –

aging population

•

Increased prevalence of chronic and co-morbid conditions

10

Internal Growth

-

Overall industry growth

-

Expanded and more effective sales force

-

Comprehensive range of clinical programs

-

Enhanced referral source education efforts

-

Increased focus on start-ups

•

Strong recent internal growth in Medicare admissions

-

Approximately 19% for 2005 YTD

•

Internal growth being driven by:

11

Acquisition Strategy

Disciplined approach

•

Acquisition criteria:

-

Defined pricing objectives

-

Targeted geographic profile

-

Compatible payor mix

-

Consistent clinical metrics

-

Expandable referral base

-

Opportunities for internal growth

•

Target hospital-based and multi-site agencies

12

Recent Acquisitions

KY, IN, OH, TN

9

SpectraCare

Home Health Services

August 2005

Virginia

2

NCare

August 2005

TN, FL, KY, VA, IN

66**

Housecall

Medical Resources

July 2005

Mississippi

1

Covington County Hospital

May 2005

Maryland

1

Baltimore/Washington Medical Center

March 2005

South Carolina

10

Winyah

Health Care Group

February 2005

*Includes two hospice locations **Includes nine hospice locations

Arkansas

1

Crawford Memorial (HMA)

July 2003

Louisiana

6

Metro Home Health

August 2003

Texas

1

St. Lukes

Episcopal

November 2003

Oklahoma

1

Hillcrest Medical Center

April 2004

Southern States

12*

Tenet Healthcare

March/May 2004

Mississippi

1

River Region (Triad)

June 2004

Virginia

3

Freedom Home Health

September 2004

Georgia

1

Winyah

Health Care Group

October 2004

North Carolina

1

In Home Care

December 2004

Location

Locations

Prior Ownership

Date

13

Acquisition…Housecall

Medical Resources

4

4

30

30

29

29

2

2

1

1

Locations

Locations

14

Acquisition…Housecall

Medical Resources

180 days

Transition Timetable

$6.5

Estimated Synergies

$11.5

TTM Adjusted EBITDA

$103.0

TTM Revenue

$106.4

Purchase Price

Transaction Summary

$ in Millions

15

Investments in Technology

•

Strategic advantages from technology

•

Standardized processes:

-

Automated review of assessment forms

-

Automatic scheduling

-

Web-based HR and payroll system

•

Centralized management of clinical oversight/utilization

-

Real time episode analysis

-

Daily/weekly review of quality indicators

-

Executive information system

•

Point of care trial currently underway

16

Local Level

•

Clinical Nurse Review of

Assessments

•

Standardized Care Plans

•

Physician Review/Approval

•

Monthly Audits

Comprehensive Compliance Program

Regional Level

•

Unannounced

Compliance & Billing

Audits

•

Regional Directors

Resolve Errors

Corporate Level

•

Daily Review of Plans of Care and Coding

•

Clinical/Compliance Reviews at All Sites

Every 6 Months

•

Company-Wide Audit by RCH Healthcare

Every 6 Months

•

Compliance Manager Reviews Metric

Variances/Conducts Site Visits

•

Compliance Training for all Employees

•

Hotline for Reporting Compliance Concerns

•

Reports Investigated by Chief Compliance

Officer/Compliance Committee

17

Medicare Prospective Payment System

•

Implemented in October 2000

•

Base payment for 60-day episode of care

-

Adjusted for patient acuity and market factors

-

Reviewed and updated annually

•

Encourages efficient delivery of care

18

Medicare Reimbursement Outlook

•

Expect 2.5% market basket increase in 2006

-

CBSA based wage index

•

Other considerations:

-

Annual changes to base episode rate

-

Case mix weighting

-

Therapy threshold

19

Financial Highlights

•

Increasing revenue

•

Expanded margins

•

Strong cash flow

•

EPS growth

•

Solid balance sheet

20

Annual Financial Results

EBITDA is net income before provision for income taxes, interest

expense, and depreciation and amortization.  EBITDA should not be considered as an alternative to, or more

meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance.  Rather, EBITDA is presented because it is a

widely accepted supplemental financial measure that we believe provides relevant and useful information.  Our calculation of EBITDA may not be comparable to a similarly titled

measure reported by other companies, since all companies do not calculate this non- GAAP measure in the same manner.

2003

2004

Net revenue

$142.5

$227.1

Year-over-year growth

(1)

9.2%

59.4%

Gross margin

$83.9

$131.0

Percentage of revenue

58.9%

57.7%

Operating income

$14.3

$33.4

Percentage of revenue

10.1%

14.7%

EBITDA

$17.5

$37.5

Percentage of revenue

12.3%

16.5%

Fully-diluted EPS

$0.83

$1.51

Year-over-year growth

(1)

40.7%

81.9%

$ millions, except per share data

(1)

2003 growth based on adjusted 2002 results that exclude nonrecurring

and one-time charges

21

Current Financial Results

EBITDA is net income before provision for income taxes, interest

expense, and depreciation and amortization.  EBITDA should not be considered as an alternative to, or more

meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance.  Rather, EBITDA is presented because it is a

widely accepted supplemental financial measure that we believe provides relevant and useful information.  Our calculation of EBITDA may not be comparable to a similarly titled

measure reported by other companies, since all companies do not calculate this non- GAAP measure in the same manner.

Net revenue

Quarter-over-Quarter growth

Gross margin

Percentage of revenue

Operating income

Percentage of revenue

EBITDA

Percentage of revenue

Fully-diluted EPS

Quarter-over-Quarter growth

$ millions, except per share data

9/30/04

9/30/05

$162.7

$262.7

61.4%

$94.0

$152.1

57.8%

57.9%

$23.4

$38.2

14.4%

14.5%

$26.6

$44.4

16.4%

16.9%

$1.12

$1.44

28.2%

Nine  Months Ended

157.1%

64.6%

9/30/04

9/30/05

$58.5

$112.2

91.8%

$32.8

$63.2

56.1%

56.3%

$8.4

$14.0

14.4%

12.5%

$9.8

$16.4

16.7%

14.6%

$0.39

$0.48

22.4%

Three  Months Ended

77.8%

57.9%

22

Net Revenue

•

Revenue of $112.2 million

in 3Q 2005

•

Quarter-over-quarter

increase of 91.8%

•

Continued strong internal

volume growth

•

Successful completion of

Housecall

acquisition

•

Continued deployment of

specialty programs

•

Favorable pricing trends

Year-Over-Year Revenue

($ millions)

$0

$50

$100

$150

$200

$250

2001

2002

2003

2004

Quarterly Revenue

($ millions)

$0

$20

$40

$60

$80

$100

$120

Q1

Q2

Q3

Q4

2004

2005

23

EBITDA

•

EBITDA of $16.4 million in 

3Q 2005

•

Quarter-over-quarter

increase of 68.2%

•

EBITDA of $44.4 M for nine

months ended 9/30/05

EBITDA is net income before provision for income taxes, interest

expense, and depreciation and amortization.  EBITDA should not be considered as an alternative to, or more

meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance.  Rather, EBITDA is presented because it is a

widely accepted supplemental financial measure that we believe provides relevant and useful information.  Our calculation of EBITDA may not be comparable to a similarly titled

measure reported by other companies, since all companies do not calculate this non- GAAP measure in the same manner.

Year-Over-Year EBITDA

($ millions)

$0

$10

$20

$30

$40

2001

2002

2003

2004

Quarterly EBITDA

($ millions)

$0

$10

$20

Q1

Q2

Q3

Q4

2004

2005

24

Earnings Per Share

•

Fully-diluted EPS of $.48

for 3Q 2005

•

Quarter-over-quarter

increase of 22.4%

•

Fully diluted EPS of $1.44

for 9 months ended 9/30/05

•

Period-over-period 

increase of 28.2%

*Results exclude nonrecurring and one-time charges

Year-Over-Year EPS

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

2001*

2002*

2003

2004

Quarterly EPS

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

Q1

Q2

Q3

Q4

2004

2005

25

Capitalization Summary

September 30, 2005

Cash and cash equivalents

$20,700

Total debt and capital lease obligations

64,700

Total stockholders' equity

182,400

Total capitalization

$247,100

$ in thousands

26

$500 million

$2.52-$2.64

16.3 million

Guidance

Net Revenue

Diluted EPS

Diluted Shares

November 2005

$380 million

$1.95-$2.01

16.0 million

FY 2005

FY 2006

27

Investment Highlights

•

Large, growing and fragmented industry

•

Focus on Medicare home nursing

•

Strong internal growth

•

Demonstrated ability to identify and integrate acquisitions

•

Proven operating model

•

Experienced management team