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): November 5, 2007 (November 5, 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 November 6, 2007, representatives of Amedisys, Inc. (the “Company”) will begin 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

(d) Exhibits.

99.1	Investor Relations Slide Show in use beginning November 6, 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.

Date: November 5, 2007	Amedisys, Inc.
	By:	/s/ Dale E. Redman
		Dale E. Redman
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Investor Relations Slide Show in use beginning November 6, 2007
EX-99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

EX-99.1

Amedisys, Inc.

www.amedisys.com

NASDAQ: AMED

November 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 care

management initiatives

•

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 -

Chief Financial

Officer

-

Joined Amedisys in February 2007

-

CFO of United Companies

-

Ernst & Young

4

Corporate Overview

•

Leading provider of home nursing services

•

338

1

locations throughout the United States

•

Services include skilled nursing and therapy

•

Medicare and other episodic based revenue accounts for

approximately 94%

2

of net service revenue

•

Hospice

care

accounts

for

approximately

6%

2

of

net

service

revenue

1)

Both home health and hospice; as of September 30, 2007

2)

For the nine-month period ended September 30, 2007

5

Our Locations

1

1) As of

September 30, 2007

•

Largest home nursing provider in the Southern and

Southeastern United States

-

311 home nursing

locations

-

27 hospice locations

6

Our Strategy

•

Focus on Medicare-eligible patients

•

Develop and deploy specialized nursing programs

•

Expand care 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 11% for Q3 2007 and 13% year-to-date

•

Internal growth 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

•

28 home health start-ups completed through September  30,

2007

Yearly Start-Ups

40

25

13

8

36

0

10

20

30

40

2003

2004

2005

2006

2007

28

* Reported numbers are for home health start-ups

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

•

Twelve acquisitions over the last twelve months ended 9/30/2007;

42

agencies representing approximately $100

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 nearing completion:

-

Rolled out 301 sites as of September 30, 2007; plan to be fully

deployed by year-end

-

Exceeding $1.5 million in quarterly savings

-

Initial 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 Reimbursement

•

Implemented in October 2000

-

Base payment for 60-day episode of care

-

Adjusted for patient acuity and market factors

•

CMS issued reimbursement changes on August 22, 2007

-

Expands HHRG from 80 to 153

-

Effective date of January 1, 2008

-

More integrated reimbursement for therapy

•

We preliminary

estimate that the reimbursement changes will affect our

revenue by an approximate -1% for 2008

-

Estimate assumes 3% market basket and no rural add-on

-

Our Point of Care system should be a competitive advantage with upcoming

reimbursement changes (reduces data fragmentation, improves

consistency, compliance control)

16

Financial Highlights

•

Increasing revenue

•

Cash flow/low cap ex requirements

•

Consistent EPS growth

•

Strong balance sheet to fund future growth

-

$250 million active shelf registration

-

$100 million unsecured credit revolver

17

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.

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.

($ millions, except per share data)

Summary Financial Results

2005

2006

3Q06

Net revenue

$381.6

$541.1

$137.0

Period-over-period growth

68.0%

41.8%

22.1%

Gross margin

218.5

305.7

77.2

Margin

57.3%

56.5%

56.3%

Operating income

50.1

65.7

18.2

Margin

13.1%

12.1%

13.3%

EBITDA

57.2

75.7

20.4

Margin

15.0%

14.0%

14.9%

Fully-diluted EPS

$1.41

1

$1.75

2

$0.48

Period-over-period growth

23.7%

24.1%

33.3%

3Q07

$180.9

32.0%

101.6

56.2%

25.7

14.2%

16.3%

$0.61

3

27.1%

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.

3)

Excludes the $4.2 million or $0.16  per diluted share Alliance gain

29.5

3

Net Income

38.3

30.1

10.6

16.0

3

18

Summary Performance Results

2005

2006

3Q06

Agencies

1

221

275

262

Period-over-period growth

24.4%

Medicare Completed Episodes

120,987

172,930

44,181

Period-over-period growth

42.9%

Episodic-Based Admissions

81,464

108,140

27,261

Period-over-period growth

32.7%

Revenue per Episode

$2,567

$2,634

$2,627

Period-over-period growth

2.6%

Total Visits

2,364,887

3,437,881

878,386

Period-over-period growth

45.4%

3Q07

338

29.0%

52,698

19.3%

32,672

19.8%

2.0%

1,102,913

25.6%

$2,679

DSO

58.4

49.3

62.3

52.9

1)

Inclusive of home health and hospice locations

19

Summary Balance Sheet

($ in millions)

Dec. 31, 2006

Sept. 30, 2007

Assets

Cash

(1)

Accounts Receivable, Net

Property, Plant and Equipment

Goodwill

Other

Total Assets

Liabilities and Stockholders’

Equity

Debt

All Other Liabilities

Stockholders’

Equity

Total

Liabilities

and

Stockholders’

Equity

$  72.5

86.6

66.7

307.4

31.5

$  564.7

$   89.0

74.9

53.0

213.0

33.9

$ 463.8

1)

Includes restricted cash of $4.8 million and $5.9 million as of December 31, 2006 and September 30, 2007, respectively.

$5.3 

94.5

364.0

$ 463.8

$23.7 

116.9

424.1

$  564.7

20

Guidance

Calendar Year 2007

1

Net revenue:

$675 -

$690 million

EPS

2

:

$2.25 -

$2.30

Diluted shares:

26.3 million

1)

Provided as of the date of our form 8-K filed with the Securities and Exchange Commission on October 30,

2007

2)

Excludes $0.16 per diluted share Alliance gain

Calendar Year 2008

1

Net revenue:

$800 -

$825 million

EPS:

$2.50 -

$2.60

Diluted shares:

26.7 million

21

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

22

Contact Information

•

Kevin B. LeBlanc

•

Director of Investor Relations

•

Amedisys, Inc.

•

5959 S. Sherwood Forest

Boulevard

•

Baton Rouge, LA 70816

•

Office –

225.292.2031

•

Fax –

225.295.9653

•

kleblanc@amedisys.com

•

Thomas J. Dolan

•

SVP of Finance

•

Amedisys, Inc.

•

5959 S. Sherwood Forest

Boulevard

•

Baton Rouge, LA 70816

•

Office –

225.292.2031

•

Fax –

225.295.9653

•

tdolan@amedisys.com

*

*

*

*

*

*

EX-99.2

Exhibit 99.2

Amedisys, Inc.

Reconciliation of Non-GAAP Financial Measurements to GAAP Financial Statements

(In thousands)

	For the three-month periods ended											For the nine-month period ended
	March 31, 2007			June 30, 2007			September 30, 2007					September 30, 2007
Net income	$	13,265		$	14,917		$	20,216				$	48,398
Less:
Alliance (1)								(4,212	)				(4,212	)
Add:
Provision for Income Taxes		8,445			9,347			10,391					28,183
Interest expense, net		(863	)		(1,025	)		(756	)				(2,644	)
Depreciation and amortization		2,741			3,030			3,853					9,624
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (2)	$	23,588		$	26,269		$	29,492				$	79,349
	For the three-month periods ended											For the twelve-month period ended
	March 31, 2006			June 30, 2006			September 30, 2006			December 31, 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
EBITDA (2)	$	15,193		$	18,171		$	20,405		$	21,944	$	75,713
												For the twelve-month period ended
												December 31, 2005
Net income												$	30,102
Add:
Provision for Income Taxes													18,638
Interest expense, net													1,468
Depreciation and amortization													6,973
EBITDA (2)												$	57,181

(1) Alliance Home Health, Inc. (“Alliance”), a wholly owned subsidiary of the Company filed for Chapter 7 federal bankruptcy protection in September 2000. That case is now concluded. As a result, the remaining $4.2 million liabilities of Alliance were extinguished and the Company is not liable for any of these obligations. The discharge of the liabilities was a non-taxable event.

(2) 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. 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.