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): February 28, 2006

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 March 1, 2006, 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 2006.

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 March 1, 2006

(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: February 28, 2006

EX-99.1

Amedisys, Inc.

NASDAQ: AMED

March 2006

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

*Announcement

of

intention

to

resign

made

on

2/23/06

4

Corporate Overview

•

Leading provider of home nursing services

•

236 locations primarily 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

-

224 home nursing locations

-

12 hospice locations

10

10

13

13

11

11

23

23

55

55

36

36

15

15

3

3

38

38

15

15

1

1

4

4

March 2006

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 $62.8

billion industry

•

Home nursing

is the largest

segment in the

home health

industry

•

Medicare

spending for

home nursing

totaled $13.1

billion in 2005

Home Health Care Spending

Home Health Industry Expenditures ($ billions)

Medicare

Home Nursing

$13.1

Home Nursing

(Commercial,

Medicaid &

Other)

$23.3

Home Nursing

$46.1

Infusion

Therapy

$5.5

Durable Medical

Equipment

$2.8

Respiratory

Therapy

$8.4

Hospice $9.7

Source:  Company Reports,  CMS and CIBC World Markets Corp. estimates for 2005

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 18% for 2005

•

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

NC

1

Davidson County

November 2005

AR, OK

2

Hulbert Therapy Services

January 2006

OK

7

ASAP Home Health

January 2006

Tennessee

2

St. Thomas Health Services

June 2005

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 nine hospice locations

Location

Locations

Prior Ownership

Date

13

Acquisition…Housecall

Medical Resources

4

4

30

30

29

29

2

2

1

1

14

Acquisition…Housecall

Medical Resources

180 days

Transition Timetable

$6.5

Estimated Synergies

$11.5

TTM Adjusted EBITDA

$103.0

TTM Revenue

$106.8

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

Comprehensive Compliance Program

Local Level

•

Clinical Nurse Review of

Assessments

•

Standardized Care Plans

•

Physician Review/Approval

•

Monthly Audits

Regional Level

•

Unannounced Compliance &

Billing Audits

•

Regional Directors Resolve

Errors

Corporate Level

•

Semiannual

Clinical/Compliance Reviews

•

Compliance Review of Metric

Variances

•

Compliance Manager Site

Visits

•

Compliance Training for all

Employees

•

Compliance Concerns Hotline

•

Annual Sarbanes-Oxley Audit

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 for 2006

-

Market basket freeze

-

Rural add-on: 5%

-

CBSA based wage index

•

Outlook for 2007

-

Market basket

-

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.

$ millions, except per share data

Year-over-year growth

Fully-diluted EPS

Percentage of revenue

EBITDA

Percentage of revenue

Operating income

Percentage of revenue

Gross margin

Year-over-year growth

Net revenue

24.5%

81.9%

$1.88

$1.51

15.3%

16.8%

$58.5

$38.1

13.1%

14.7%

$50.1

$33.4

57.3%

57.7%

$218.5

$131.0

68.0%

59.4%

$381.6

$227.1

2005

2004

21

Quarterly 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.

$ millions, except per share data

12/31/05

12/31/04

Quarter-over-Quarter growth

Fully-diluted EPS

Percentage of revenue

EBITDA

Percentage of revenue

Operating income

Percentage of revenue

Gross margin

Quarter-over-Quarter growth

Net revenue

15.4%

30.0%

$0.45

$0.39

11.9%

17.7%

$14.1

$11.4

10.0%

15.5%

$11.8

$10.0

55.8%

57.5%

$66.4

$37.0

84.7%

52.9%

$118.9

$64.4

Three Months Ended

22

Net Revenue

•

Revenue of $381.6 million       

in 2005

•

Year-over-year increase          

of 68.0%

•

Revenue of $118.9 million     

4Q 2005

•

Quarter-over-quarter increase 

of 84.7%

•

Continued strong internal growth

•

Completed Housecall acquisition

•

Continued deployment of

specialty programs

Year-Over-Year Revenue

($ millions)

$0

$100

$200

$300

$400

$500

2001

2002

2003

2004

2005

Quarterly Revenue

($ millions)

$0

$20

$40

$60

$80

$100

$120

$140

Q1

Q2

Q3

Q4

2004

2005

23

EBITDA

•

EBITDA of $58.5 million  

for 2005

•

Year-over-year increase of

53.5%

•

EBITDA of $14.1 million  

4Q 2005

•

Quarter-over-quarter

increase of  23.7%

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

$50

$60

$70

2001

2002

2003

2004

2005

Quarterly EBITDA

($ millions)

$0

$10

$20

Q1

Q2

Q3

Q4

2004

2005

24

Earnings Per Share

•

Fully-diluted EPS of $1.88

for 2005

•

Year-over-year increase of

24.5%

•

Fully diluted EPS of $0.45

for 4Q 2005

•

Quarter-over-quarter

increase of 15.4%

*Results exclude nonrecurring and one-time charges

Quarterly EPS

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

Q1

Q2

Q3

Q4

2004

2005

Year-Over-Year EPS

$0.00

$0.50

$1.00

$1.50

$2.00

2001*

2002*

2003

2004

2005

25

Capitalization Summary

December 31, 2005

Cash and cash equivalents

$17,200

Total debt and capital lease obligations

53,200

Total stockholders' equity

192,600

Total capitalization

$245,800

$ in thousands

26

$510 million

$2.33-$2.43

16.4 million

Guidance

Net Revenue

Diluted EPS

Diluted Shares

February 2006

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