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): May 1, 2007

Commission File Number: 0-24260

Amedisys, Inc.

(Exact Name of Registrant as specified in Charter)

Delaware	11-3131700
(State or Other Jurisdiction of Incorporation or Organization)	(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 or (800) 467-2662

(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

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

On May 1, 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. 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, the Company makes 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 investor presentation 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

The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the investor presentation slides, among other places, to its 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 the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its 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.

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.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable

(b) Pro Forma Financial Information.

Not applicable

(c) Shell Company Transactions.

Not applicable

2

(d) Exhibits.

99.1	Investor Relations Slide Show in use beginning May 1, 2007
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

Signature

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:	May 1, 2007	By:	/s/ Dale E. Redman
			Dale E. Redman
			Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
EX-99.1	Investor Relations Slide Show in use beginning May 1, 2007
EX-99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

4

EX-99.1

Amedisys, Inc.

www.amedisys.com

NASDAQ: AMED

May 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

from

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

•

290

1

locations

primarily

in

the

Southern

and

Southeastern

United

States

•

Services

include

skilled

nursing

and

therapy

•

Medicare

accounts

for

approximately

91%

of

net

service

revenue

•

Hospice

care

accounts

for

approximately

6%

of

net

service

revenue

1) Both home health and hospice; as of March 31, 2007

5

16

16

13

13

12

12

27

27

52

52

40

40

18

18

4

4

42

42

16

16

1

1

7

7

1

1

6

6

7

7

3

3

3

3

Our Locations

1

•

Largest home nursing provider in the

Southern and Southeastern United

States

-

273 home nursing locations

(shown)

-

17 hospice locations

1) As of

March

31, 2007

CON State

Non-CON State

1

1

4

4

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

•

8,500 Medicare-certified nursing agencies

•

Most are single-site, 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 episodic-based admissions

-

Approximately 15% for Q1 2007

•

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 March  31, 2007

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

•

Nine acquisitions over the last twelve months ended 5/1/2007; 23

agencies representing $39 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 over 200 sites as of the end of Q1 2007

-

Expect $1.0 -

$1.5 million in quarterly savings by Q4 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

$1.75²

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

Q2 2006

Q3 2006

Q4 2006

Net revenue

$132.9

$137.0

$144.0

Period-over-period growth

66.0%

22.2%

21.1%

Gross margin

76.2

77.2

80.9

Margin

57.4%

56.3%

56.2%

Operating income

15.7

18.2

19.1

Margin

11.8%

13.3%

13.3%

EBITDA

18.2

20.4

21.9

Margin

13.7%

14.9%

15.2%

Fully-diluted EPS

$0.42

$0.48

$0.51

1

Period-over-period growth

10.5%

33.3%

50.0%

Trailing Four Quarters

Q1 2007

$153.6

20.8%

86.5

56.4%

20.7

13.5%

15.4%

$0.51

50.0%

1)

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

23.6

20

Net Revenue

Annual 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

2007

•

Revenue of $541.1 million       

in 2006; 41.8% year-over-

year growth

•

Revenue of $153.6 million

for Q1 2007; 20.8%

quarter-over-quarter growth

•

Strong internal growth

21

EBITDA

1

•

EBITDA of $75.7 million in

2006; 32.4% year-over-year

increase

•

EBITDA of $23.6 million for 

Q1 2007; 55.3% 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.

Annual 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

2007

22

Earnings Per Share

•

Fully-diluted

EPS

of

$1.75

1

for

2006;

24.1%

year-over-

year

increase

•

Fully-diluted

EPS

of

$0.51

for

Q1

2007;

50.0%

quarter-over-quarter

increase

1)

Adjusted to exclude $0.03 charge for write-off

of deferred financing fees.

Quarterly EPS

1

0.00

0.10

0.20

0.30

0.40

0.50

Q1

Q2

Q3

Q4

2005

2006

2007

Annual EPS

1

0.00

0.25

0.50

0.75

1.00

1.25

1.50

1.75

2003

2004

2005

2006

23

Capitalization Summary

($ in thousands)

March 31, 2007

Cash and cash equivalents

$107,483

Total debt and capital lease obligations

6,334

Stockholders' equity

379,983

Total capitalization

$386,317

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

•

Thomas J. Dolan

•

SVP of Finance

•

Amedisys, Inc.

•

5959 S. Sherwood Forest

Boulevard

•

Baton Rouge, LA 70816

•

Office –

225.292.2031

•

Fax –

225.295.9624

•

tdolan@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 March 31, 2007
Net income	$	13,265
Add:
Provision for Income Taxes		8,445
Interest expense, net		(863	)
Depreciation and amortization		2,741
EBITDA1	$	23,588

	Three Months ended										Full Year 2006
	March 31, 2006			June 30, 2006			September 30, 2006		December 31, 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
	Three Months ended										Full Year 2005
	March 31, 2005			June 30, 2005			September 30, 2005		December 31, 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

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.