8-K

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): 02/22/2006

Amedisys, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-24260

Delaware	11-3131700
(State or other jurisdiction of incorporation)	(IRS 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)

(Former name or former address, if changed since last report)

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))

Information to be included in the report

Item 2.02. Results of Operations and Financial Condition

On February 22, 2006, Amedisys, Inc. (the “Company”) issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as previously set forth by specific reference in such a filing.

When included in this Current Report on Form 8-K, the words “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, patient 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 this 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On February 22, 2006, the Company announced the resignation of Gregory H. Browne, its Chief Financial Officer. Mr. Browne will continue to serve as the Company’s Chief Financial Officer until his replacement is named. At such time, the Company will file a subsequent Form 8-K announcing Mr. Browne’s departure date and the appointment of its new Chief Financial Officer.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable

(b) Pro Forma Financial Information.

Not applicable

(c) Exhibits

99.1 Press release dated February 22, 2006, announcing the Company’s operating results for the fourth quarter and year ended December 31, 2005 and the resignation of its Chief Financial Officer

Signature(s)

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.
Date: February 23, 2006	By:	/s/ William F. Borne
		William F. Borne
		Chief Executive Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press release dated February 22, 2006, announcing the Company’s earnings for the forth quarter and year ended December 31, 2005 and the resignation of its Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:	Amedisys, Inc.
	Gregory H. Browne
	Chief Financial Officer
	(225) 292-2031
	gbrowne@amedisys.com
	Noonan Russo
	Investor Relations
	Brian Ritchie (212) 845-4269
	brian.ritchie@eurorscg.com

AMEDISYS REPORTS FOURTH QUARTER AND 2005

YEAR END RESULTS

COMPANY ANNOUNCES RESIGNATION OF CFO

AMEDISYS TO HOST CONFERENCE CALL

TOMORROW AT 9:00 AM ET

BATON ROUGE, Louisiana (February 22, 2006) – Amedisys, Inc. (NasdaqNM: “AMED”, “Amedisys” or “the Company”), one of America’s leading home health nursing companies, today reported its financial results for the fourth quarter and the year ended December 31, 2005.

For the year ended December 31, 2005, the Company reported net income of $30.1 million, or $1.88 per diluted share, on net service revenue of $381.6 million. For the same period in the previous year, Amedisys reported net income of $20.5 million, or $1.51 per diluted share, on net service revenue of $227.1 million. The diluted weighted average number of shares outstanding approximated 16.0 million in the year ended December 31, 2005 and 13.5 million in the comparable period of 2004.

For the quarter ended December 31, 2005, the Company reported net income of $7.3 million, or $0.45 per diluted share, on record net service revenue of $118.9 million. Net service revenue increased 85 percent when compared with the $64.4 million reported for the comparable period in the prior year. Amedisys reported net income of $6.1million, or $0.39 per diluted share for the quarter ended December 31, 2004. The diluted weighted average number of shares outstanding approximated 16.2 million for the quarter ended December 31, 2005 and 15.6 million for the comparable period of 2004.

The net service revenue for both the fourth quarter and fiscal year ended December 31, 2005 reflect the impact of the recently adopted Deficit Reduction Act.

“While fiscal 2005 represented the strongest net income and service revenue in Amedisys’ history, our weaker than expected fourth quarter is attributable to a number of factors, primarily relating to the transitional cost and delayed timeline expectations for performance improvement from the recent acquisitions of Housecall and Spectracare, the as yet unrealized synergies from the reduction in Housecall’s corporate office expenses and the residual impact of last summer’s hurricanes,” noted William F. Borne, Chief Executive Officer of Amedisys. “The softness seen in the fourth quarter was primarily cost-driven, related to transitional activities and reformatting initiatives to convert payor mix, systems, and operations to an Amedisys profile, all of which are now in place. We expect to see continually improving results as 2006 progresses. Management remains confident that last summer’s acquisitions will prove to be as accretive as initially anticipated, and is committed to achieving that goal as quickly as possible.”

“Our results, both for the quarter and the full year, are indicative of Amedisys’ continued solid top-line growth, which has been a critical driver in the Company’s ability to deliver strong earnings growth over the last three years,” continued Mr. Borne. “Amedisys reported an increase for the year ended December 31, 2005 in net service revenue of 68 percent, and in net income of approximately 47 percent, when compared with the prior year. Our results are due, in part, to the continued strong internal growth of Medicare admissions. This growth rate was approximately 16 percent for the fourth quarter, and 18 percent for the year, and reflects the significant efforts made by all of our field staff towards further enhancing the clinical reputation of the Company.”

“We remain committed to achieving solid organic growth and executing select acquisitions, and continue to be excited about our future opportunities,” said Mr. Borne. “For 2006, Amedisys expects an internal growth rate of Medicare admissions of at least 15 percent, in addition to potential acquisitions.”

On February 8, 2006, the Company advised that it had updated guidance for 2006 based on the impact of the Deficit Reduction Act, and it continues to expect full-year 2006 earnings will be between $2.33 and $2.43 cents per share on net service revenue of approximately $510 million.

Separately, Amedisys also announced today that Gregory H. Browne, Chief Financial Officer, has resigned in order to pursue other professional interests. Amedisys has engaged an executive search firm in order to identify an appropriate successor to Mr. Browne, who will remain as Chief Financial Officer at Amedisys until such individual is identified and transitioned.

“On behalf of the entire Amedisys family, I’d like to extend my sincerest thanks and wishes for future success to Greg,” commented Mr. Borne. “We have enjoyed the benefits of Greg’s financial leadership over the past four years and appreciate the contributions he has made to Amedisys’ extraordinary growth over that time.”

“I am proud of what we have accomplished at Amedisys in the past four years,” said Mr. Browne. “I’d like to take this opportunity to thank everyone at the Company for their support, and I have every confidence in Amedisys’ continued success.”

The Company will provide further information tomorrow on these results during a teleconference call that is scheduled for 9:00 a.m. ET. To access this call, please dial 1-877-691-0877 (domestic) or 1-973-582-2767 (international). A replay of the conference call will be available until March 2^nd 2006, by dialing 1-877-519-4471 (domestic) or 1-973-341-3080 (international). The replay pin number is 7006010.

Amedisys, Inc., a leading provider of home health nursing services, is headquartered in Baton Rouge, Louisiana. Its common stock trades on The Nasdaq Stock Market under the symbol “AMED”.

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company’s services in the marketplace, competitive factors, changes in government reimbursement procedures, dependence upon third-party vendors, and other risks discussed in the Company’s periodic filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

Additional information on the Company can be found on the World Wide Web

http://www.amedisys.com

AMEDISYS, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

For the three and twelve months ended December 31, 2005 and 2004

(Amounts in thousands, except per share data)

	For the three months ended December 31,						For the twelve months ended December 31,
	2005			2004			2005			2004
Income:
Net service revenue	$	118,893		$	64,359		$	381,558		$	227,089
Cost of service revenue (excluding depreciation and amortization)		52,515			27,326			163,032			96,078
Gross margin		66,378			37,033			218,526			131,011
General and administrative expenses:
Salaries and benefits		28,825			15,346			93,485			56,916
Other		25,713			11,737			74,939			40,717
Total general and administrative expenses		54,538			27,083			168,424			97,633
Operating income		11,840			9,950			50,102			33,378
Other income (expense):
Interest income		325			370			1,464			550
Interest expense		(1,108	)		(144	)		(2,932	)		(510	)
Miscellaneous		59			(31	)		106			(59	)
Total other expense, net		(724	)		195			(1,362	)		(19	)
Income before income taxes		11,116			10,145			48,740			33,359
Income tax expense		3,814			4,009			18,638			12,855
Net income	$	7,302		$	6,136		$	30,102		$	20,504
Basic weighted average common shares outstanding		15,828			15,255			15,606			13,057
Basic income per common share:
Net income	$	0.46		$	0.40		$	1.93		$	1.57
Diluted weighted average common shares outstanding		16,196			15,639			15,970			13,543
Diluted income per common share:
Net income	$	0.45		$	0.39		$	1.88		$	1.51

AMEDISYS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2005 and December 31, 2004

(Amounts in thousands, except share data)

	December 31, 2005			December 31, 2004
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	17,231		$	39,596
Short term investments		—			50,083
Patient accounts receivable, net of allowance for doubtful accounts of $12,387 at December 31, 2005 and $3,751 at December 31, 2004		68,139			24,478
Prepaid expenses		2,693			1,356
Other current assets		4,277			3,377
Total current assets		92,340			118,890
Property and equipment, net		27,389			10,003
Goodwill		197,002			62,537
Intangible assets, net of $3,108 and $1,177 of accumulated amortization at December 31, 2005 and December 31, 2004, respectively		11,447			4,447
Other assets, net		11,819			3,856
Total assets	$	339,997		$	199,733
LIABILITIES AND STOCKHOLDERS’ EQUITY:
CURRENT LIABILITIES:
Accounts payable	$	29,922		$	6,681
Accrued expenses		45,165			22,503
Obligations due Medicare		10,551			9,327
Current portion of long term obligations		10,144			2,112
Current portion of deferred income taxes		4,173			1,353
Total current liabilities		99,955			41,976
Long-term obligations		43,061			1,709
Deferred income taxes		3,556			6,749
Other long-term liabilities		824			826
Total liabilities		147,398			51,260
STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value, 5,000,000 shares authorized;
None issued and outstanding		—			—
Common stock, $.001 par value, 30,000,000 shares authorized;
15,877,524 and 15,310,380 shares issued at December 31, 2005 and December 31, 2004, respectively		16			15
Additional paid-in capital		146,684			132,032
Unearned Compensation		(628	)		—
Treasury stock at cost, 4,167 shares held at December 31, 2005 and December 31, 2004		(25	)		(25	)
Retained earnings (deficit)		46,552			16,451
Total stockholders’ equity		192,599			148,473
Total liabilities and stockholders’ equity	$	339,997		$	199,733