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 23, 2007

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.)

5959 S. Sherwood Forest Blvd, 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 February 23, 2007, 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 2007.

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 slides include financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”).

A reconciliation of the Non-GAAP Financial Measures included in the slides to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears as Exhibit 99.2 to this Current Report on Form 8-K

We are providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in our investor presentation, among other places, to our comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors the ability to evaluate financial performance in a way that is comparable to measures reported by other home nursing companies.

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

(d) Exhibit No.

99.1(1)	Investor Relations Slide Show in use beginning January 10, 2007
99.2(1)	Reconciliations of Non-GAAP Financial Measurements to GAAP Financial Statements

(1) 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/ Larry R. Graham
	Larry R. Graham Chief Operating Officer and President

DATE: February 23, 2007

EX-99.1

Amedisys, Inc.

www.amedisys.com

NASDAQ: AMED

February 2007

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 home nursing and related services to Medicare population

•

Strong internal growth and cash flow with low recurring cap ex

•

Proven operating model supported by sophisticated technology

system

•

Demonstrated ability to identify and integrate acquisitions

•

Substantial liquidity and balance sheet capacity to fund external

growth

•

Extensive delivery platform ideally positioned for Medicare disease

management initiatives and payor diversification

•

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

since

2004

-

General Health Systems

-

Arthur Andersen

•

Dale

E.

Redman,

CPA

–

Interim

Chief

Financial

Officer

-

Joined Amedisys in February 2007

-

CFO of United Companies

-

Ernst & Young

4

Corporate Overview

•

Leading provider of home nursing services

•

275

1

locations primarily in the southern United States

•

Services include skilled nursing and therapy

•

Medicare accounts for approximately 93% of revenue year-to-

date

•

Hospice care accounts for ~

7% of revenue year-to-date

1) Both home health and hospice; as of December 31, 2006

5

14

14

13

13

11

11

26

26

49

49

40

40

18

18

4

4

41

41

16

16

1

1

5

5

1

1

5

5

7

7

3

3

3

3

Our Locations

1

•

Largest home nursing provider in the

southern United States

-

261 home nursing locations

(shown)

-

14 hospice locations

1) As of

December

31, 2006

CON State

Non-CON State

1

1

3

3

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

•

8,100 Medicare-certified nursing agencies

•

Most are single-site or small local or 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 internal growth in Medicare admissions

-

Approximately 11% for Q4 2006 and 13% year-to-date

•

Internal growth being driven by:

11

Start-Up Strategy

•

Start-ups

typically

generate

$1.5

-

$2.0

million

in

run-rate

revenue

by

the

end

of

their

second

year

of

operations

•

~

18

months

to

recoup

the

$250,000

-

$350,000

investment

Yearly Start-Ups

8

13

25

40

36

0

10

20

30

40

2003

2004

2005

2006

2007

* As of December 31, 2006

Completed

Projected

12

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

•

Eight acquisitions over the last twelve months; 17 agencies representing

$20 million in revenues

13

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 roll-out currently underway:

-

Rolled out to 140 sites as of 2/15/07

-

Target completion date: 3Q 2007

-

Expect $1.0 -

$1.5 million in quarterly savings beginning 4Q 2007

-

One-time cap ex investment of $9 -

$10 million

14

Comprehensive Compliance Program

Local Level

•

Clinical nurse review of

assessments

•

Standardized care plans

•

Physician

review/approval

•

Weekly case conferences

•

Monthly audits

•

End of episode case

review

•

Point-of-care system

enhances clinical

documentation accuracy

with real-time

assessment input

Regional Level

Corporate Level

•

Unannounced

compliance & billing

audits

•

Regional directors

monitor compliance

status and resolve

errors

•

Real-time monitoring

capability of local level

activity via point-of-

care system

•

Semi-annual

clinical/compliance

reviews

•

Compliance review of

metric variances

•

Compliance manager

site visits

•

Compliance training for

all employees

•

Compliance concerns

hotline

•

Annual Sarbanes-Oxley

audit

15

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

•

Benefits high-quality/low-cost providers

16

Medicare Reimbursement

•

Outlook for 2007 and 2008

-

Market basket

-

Case mix weighting

-

Rural add-on

-

Therapy threshold

17

Financial Highlights

•

Increasing revenue

•

Expanding margins

•

Cash flow/low cap ex requirements

•

Consistent EPS growth

•

Strong balance sheet to fund future growth

18

EBITDA

is

net

income

before

provision

for

income

taxes,

net

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.

1)

Per

share

information

for

the

year

ended

December

31,

2005

has

been

adjusted

to

reflect

the

four-for-three

stock

split

effected

in

the

form

of

a

33

1/3%

stock

dividend

for

holders

of

record

as

of

November

27,

2006.

2)

Adjusted

to

exclude

$0.03

charge

for

write-off

of

deferred

financing

fees.

Summary Financial Results

1

CY2005

CY2006

Net revenue

$381.6

$541.1

Period-over-period growth

68.0%

41.8%

Gross margin

218.5

305.7

Margin

57.3%

56.5%

Operating income

50.1

65.7

Margin

13.1%

12.1%

EBITDA

57.2

75.7

Margin

15.0%

14.0%

Fully-diluted EPS

$1.41

$1.75

2

Period-over-period growth

23.7%

24.1%

($ millions, except per share data)

19

EBITDA

is

net

income

before

provision

for

income

taxes,

net

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)

Summary Quarter Financial Results

Q1

Q2

Q3

Net revenue

$127.2

$132.9

$137.0

Period-over-period growth

80.6%

66.0%

22.2%

Gross margin

71.4

76.2

77.2

Margin

56.2%

57.4%

56.3%

Operating income

12.7

15.7

18.2

Margin

10.0%

11.8%

13.3%

EBITDA

15.2

18.2

20.4

Margin

11.9%

13.7%

14.9%

Fully-diluted EPS

$0.34

$0.42

$0.48

Period-over-period growth

---

10.5%

33.3%

Calendar Year 2006

Q4

$144.0

21.1%

80.9

56.2%

19.1

13.3%

21.9

15.2%

$0.51

1

50.0%

1)

Adjusted to exclude $0.03 charge for write-off of deferred financing fees.

20

Net Revenue

•

Revenue of $541.1 million       

in 2006; 41.8% year-over-

year growth

•

Revenue of $144.0 million

for 4Q 2006; 21.1%

quarter-over-quarter growth

•

Strong internal growth

Year-Over-Year Revenue

($ millions)

$0

$100

$200

$300

$400

$500

$600

2003

2004

2005

2006

Quarterly Revenue

($ millions)

$0

$25

$50

$75

$100

$125

$150

Q1

Q2

Q3

Q4

2005

2006

21

EBITDA

1

•

EBITDA of $75.7 million in

2006; 32.4% year-over-year

increase

•

EBITDA of $21.9 million for 

4Q 2006; 58.0% quarter-

over-quarter increase

1)

EBITDA

is

net

income

before

provision

for

income

taxes,

net

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

$80

2003

2004

2005

2006

Quarterly EBITDA

($ millions)

$0

$5

$10

$15

$20

$25

Q1

Q2

Q3

Q4

2005

2006

22

Earnings Per Share

1

•

Fully-diluted

EPS

of

$1.75

2

for 2006; 24.1% year-over-

year increase

•

Fully-diluted

EPS

of

$0.51

2

for 4Q 2006; 50.0%

quarter-over-quarter

increase

1)

Per

share

information

for

the

year

ended

December

31,

2005

has

been

adjusted

to

reflect

the

four-for-three

stock

split

effected

in

the

form

of

a

33

1/3%

stock

dividend

for

holders

of

record

as

of

November

27,

2006.

2)

Adjusted

to

exclude

$0.03

charge

for

write-off

of

deferred

financing

fees.

Year-Over-Year

EPS

1

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

2003

2004

2005

2006

Quarterly EPS

1

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

Q1

Q2

Q3

Q4

2005

2006

23

Capitalization Summary

($ in thousands)

December 31, 2006

Cash and cash equivalents

$84,221

Total debt and capital lease obligations

5,337

Stockholders' equity

364,007

Total capitalization

$369,344

Net debt / LTM EBITDA

---

24

Guidance

1) Assumes no utilization of proceeds from equity offering.

CY2007

1

Net revenue:

$625 -

$650 million

EPS:

$2.05 -

$2.15

Diluted shares:

26.5 million

25

Investment Highlights

•

Large, growing and fragmented industry

•

Focus on home nursing and related services to Medicare population

•

Strong internal growth and cash flow with low recurring cap ex

•

Proven operating model supported by sophisticated technology

system

•

Demonstrated ability to identify and integrate acquisitions

•

Substantial liquidity and balance sheet capacity to fund external

growth

•

Extensive delivery platform ideally positioned for Medicare disease

management initiatives and payor diversification

•

Experienced management team

26

Contact Information

Larry Graham

President/COO

Amedisys, Inc.

5959 S. Sherwood Forest Boulevard

Baton Rouge, LA 70816

Office –

225.292.2031

Fax –

225.295.9624

lgraham@amedisys.com

Dale Redman

CFO

Amedisys, Inc.

5959 S. Sherwood Forest Boulevard

Baton Rouge, LA 70816

Office –

225.292.2031

Fax –

225.295.9624

dredman@amedisys.com

EX-99.2

Exhibit 99.2

Amedisys, Inc.

Reconciliation of Non-GAAP Financial Measurements to GAAP Financial Statements

(In thousands)

	Full Year
	2006			2005			2004			2003
Net income	$	38,255		$	30,102		$	20,504		$	8,407
Add:
Provision for Income Taxes		23,642			18,638			12,855			5,220
Interest expense, net		3,710			1,468			(40	)		1,202
Depreciation and amortization		10,106			6,973			4,126			3,072
Earnings before interest, taxes, depreciation, and amortization ("EBITDA")1	$	75,713		$	57,181		$	37,445		$	17,901
	Three Months ended											Full Year
	March 31, 2005			June 30, 2005			September 30, 2005			December 31, 2005		2005
Net income	$	7,110		$	7,930		$	7,760		$	7,302	$	30,102
Add:
Provision for Income Taxes		4,623			5,156			5,045			3,814		18,638
Interest expense, net		(236	)		(377	)		1,297			784		1,468
Depreciation and amortization		1,332			1,530			2,122			1,989		6,973
EBITDA1	$	12,829		$	14,239		$	16,224		$	13,889	$	57,181
	Three Months ended											Full Year
	March 31, 2006			June 30, 2006			September 30, 2006			December 31, 2006		2006
Net income	$	7,284		$	9,053		$	10,559		$	11,359	$	38,255
Add:
Provision for Income Taxes		4,618			5,739			6,695			6,590		23,642
Interest expense, net		918			902			664			1,226		3,710
Depreciation and amortization		2,373			2,477			2,487			2,769		10,106
EBITDA1	$	15,193		$	18,171		$	20,405		$	21,944	$	75,713

¹ Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is defined as net income before provision for income taxes, net 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 the Company believes provides relevant and useful information. This calculation of EBITDA may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP measure in the same manner.

Amedisys, Inc.

Reconciliation of Non-GAAP Financial Measurements to GAAP Financial Statements

(In thousands)

Net debt / LTM EBITDA

	December 31, 2006
Total Debt and capital lease obligations	$	5,337
Less:
Cash and cash equivalents		84,221
Net debt	$	(78,884	)
1Q 2006 EBITDA	$	15,193
2Q 2006 EBITDA		18,171
3Q 2006 EBITDA		20,405
4Q 2006 EBITDA		21,944
Last Twelve Months EBITDA	$	75,713
Net debt / LTM EBITDA		N/A