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): September 25, 2008 (September 24, 2008)

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 September 24, 2008, 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 2008.

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 September 24, 2008
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: September 25, 2008	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 September 24, 2008
EX-99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

4

EX-99.1

Amedisys, Inc.

www.amedisys.com

NASDAQ: AMED

September 2008

Exhibit 99.1

1

This presentation may include forward-looking statements as defined

by the Private Securities Litigation Reform Act of 1995.  These

forward-looking statements are based upon current expectations and

assumptions about our business that are subject to a variety of risks

and uncertainties.  Additional information regarding factors that could

cause actual results to differ materially from those discussed in any

forward-looking statements are described in reports and registration

statements we file with the SEC, including our annual report on Form

10-K and Quarterly Reports on 10-Q, copies of which are available

on the Amedisys internet website http://www.amedisys.com or by

contacting the Amedisys Investor Relations department at (800) 467-

2662.  We disclaim any obligation to update any forward-looking

statements in this presentation.

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

1

•

Leading provider of home nursing services

•

504

2

locations throughout the United States

•

Services include skilled nursing and therapy

•

Home Health =94% revenue, Hospice = 6% revenue

•

94% of Home Health revenue is episodic based (both Medicare &

non-Medicare)

1)

For the six-month period ended June 30, 2008

2)

Both home health and hospice, inclusive of joint venture agencies, as of June 30, 2008

5

Our

Locations

1

1) As of June 30, 2008

National

home

nursing

provider

located

in

35

states.

Largest

provider

in

the Southern and Southeastern United States

-

458 home nursing

locations

-

46 hospice locations

6

Our Strategy

•

Focus on Medicare-eligible patients

•

Prioritize internal growth

•

Select, acquire and integrate quality home care agencies

•

Leverage cost-efficient operating platform

•

Develop and deploy specialized nursing programs

•

Expand care coordination platform

7

Medicare Revenue Market Size

•

2006: Medicare

spending for home

health reached $14

billion                   

was $9.2 billion,

giving a combined

total of $23.2 billion

•

2017: Home Health

will contribute $36

billion

$20 billion

projected $56 billion

Source: CBO's

March 2008 Baseline: MEDICARE

MEDICARE Home Health and Hospice Revenue

and hospice

and hospice

of the

8

Home Nursing Market

•

Industry is highly fragmented

•

9,200

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

-

8,000 Americans will become Medicare eligible each

day beginning in 2011 and by 2030, 57.8 million baby

boomers

will

be

eligible

for

Medicare

benefits

1

•

Increased prevalence of chronic and co-morbid conditions

1

According to the United States Census Bureau

10

Internal Growth

-

Overall industry growth

-

Expanded and more effective sales force

-

Comprehensive range of clinical programs

-

Enhanced referral source education efforts

-

Focus on start-ups

•

Strong internal growth in episodic-based admissions

-

Approximately 13% for Q2 2008 and 10% for the first six

months of 2008

•

Internal revenue growth 28% for Q2 2008 and 27% for the

first six months of 2008

•

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

•

13 home health start-ups completed through June 30, 2008

* Reported numbers are for home health start-ups

Yearly Start-Ups

8

13

25

36

32

13

0

5

10

15

20

25

30

35

40

45

2003

2004

2005

2006

2007

2008

Projected

Completed

27

40

12

Acquisition Strategy

•

Acquisition rationale:

-

Industry leadership

-

Leverage our operating/business systems

-

Value accretion through synergies and agency profitability

enhancement

•

Acquisition criteria:

-

Defined pricing objectives

-

Targeted geographic profile

-

Compatible payor mix

-

Consistent clinical metrics

-

Expandable referral base

-

Opportunities for future internal growth

13

TLC Integration

•

Detailed plan to wind-down TLC corporate

-

Converted all agencies as of September 15, 2008

-

Converted ~ 17 agencies per month

-

Closing all regional billing centers by October 2008;

closed 2 regional billing centers through August 2008

-

Converted Human Resources, Accounts Payable and

Payroll mid-April

14

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 completed

15

High Quality Health Care

•

Care Management

-

12 disease management programs

-

70 clinical tracks

•

Specialty Division

-

Balanced For Life first program in division

-

Targets higher acuity patients

-

Rolled out to 96 locations through June 2008; 150 total locations

targeted for roll out by year end 2008

16

Comprehensive Compliance Program

•

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

•

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

•

Annual billing competency

testing

Corporate Level

Regional Level

Local Level

17

Medicare Reimbursement

•

Implemented in October 2000

-

Base payment for 60-day episode of care

-

Adjusted for patient acuity and market factors

•

2008 CMS issued reimbursement changes

-

Expands HHRG from 80 to 153

-

More integrated reimbursement for therapy

-

Better alignment of reimbursement with patient needs

-

Allocation of more dollars to later episodes

-

Should benefit agencies with a greater business mix of higher-

acuity patients

18

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

-

$138 million unused revolving credit facility through June

2008

19

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 financial measure in the same manner.

($ millions, except per share data)

Summary Financial Results

2006

2007

2Q07

Net revenue

Period-over-period growth

Gross margin

Margin

Operating income

Margin

EBITDA

Margin

Fully-diluted EPS

Period-over-period growth

2Q08

Net Income

$541.1

41.8%

305.7

56.5%

65.7

12.1%

75.7

14.0%

38.3

$1.72

22.0%

$697.9

29.0%

368.9

52.9%

96.6

13.8%

109.8

15.7%

65.1

$2.48

44.2%

$169.5  

27.5%

89.7  

52.9%

24.0  

14.2%

26.3

15.5%

14.9

$0.57

35.7%

$312.7  

84.5%

163.9  

52.4%

38.8 

12.4%

44.3

14.2%

20.4

$0.76

33.3%

1) EBITDA would have been $47.0 million after adding back $2.7 million ($1.6 million, net of income taxes) in certain TLC

Health Care Services, Inc. integration costs.

2) EPS

would

have

been

$0.82

after

adding

back

$0.06

per

diluted

share

for

certain

TLC

Health

Care

Services,

Inc

integration

costs in 2Q08.

1

2

20

Summary Performance Results

2006

2007

2Q07

Agencies at period end

1

Period-over-period growth

Completed Medicare Episodes

Period-over-period growth

Episodic-Based Admissions

Period-over-period growth

Revenue per Episode

Period-over-period growth

Total Visits

Period-over-period growth

2Q08

DSO

1)

Inclusive of home health and hospice locations

360

30.9%

4,302,830    

25.2%

129,649

19.9%

208,547

20.6%

$2,666

1.2%

51.3

275

3,437,881

108,140  

172,930

$2,634

52.9

313

1,049,008

31,376  

51,219

$2,671

46.8

504

61.0%

1,852,263    

76.6%

53,561

70.7%

87,055

70.0%

$2,852

6.8%

51.4

21

Summary Balance Sheet

($ in millions)

Dec. 31, 2007

June 30, 2008

Assets

Cash

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

$   1.7

161.9

78.5

697.5

82.9

$ 1,022.5

$379.2

147.3

496.0

$ 1,022.5

$   56.2

96.3

68.3

332.5

33.8

$  587.1

$24.0

116.1

447.0

$  587.1

22

Guidance

1)

Provided as of the date of our form 8-K filed with the Securities and Exchange Commission on July 17, 2008

Calendar

Year

2008

1

Net revenue:

$1.100 -

$1.150 billion

EPS:

$3.00 -

$3.10

(after adding back certain expenses related to

the integration of TLC Health Care Services, Inc.)

Diluted shares:

26.9

million

23

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

24

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

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 six-month period ended
	March 31, 2008		June 30, 2008		June 30, 2008
Net income	$	16,464	$	20,384	$	36,848
Add:
Provision for Income Taxes		10,772		13,337		24,109
Interest expense, net		658		5,178		5,836
Depreciation and amortization		4,424		5,419		9,843
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (1)		32,318		44,318		76,636
Add:
Certain TLC acquisition costs (2)		—		2,671		2,671
Adjusted EBITDA (3)	$	32,318	$	46,989	$	79,307

	For the three-month periods ended												For the twelve-month period ended
	March 31, 2007			June 30, 2007			September 30, 2007			December 31, 2007			December 31, 2007
Net income	$	13,265		$	14,917		$	20,216		$	16,715		$	65,113
Add:
Provision for Income Taxes		8,445			9,347			10,391			10,115			38,298
Interest expense, net		(863	)		(1,025	)		(756	)		(506	)		(3,150	)
Depreciation and amortization		2,741			3,030			3,853			4,125			13,749
EBITDA (1)		23,588			26,269			33,704			30,449			114,010
Less:
Alliance (4)		—			—			(4,212	)		—			(4,212	)
Adjusted EBITDA (3)	$	23,588		$	26,269		$	29,492		$	30,449		$	109,798
	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 (1)	$	15,193		$	18,171		$	20,405		$	21,944		$	75,713

(1) 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 finanacial measure in the same manner.

(2) Certain TLC integration costs incurred primarily for the payment of severances for TLC employees and for the conversion of the acquired TLC agencies to our operating systems including our Point of Care network. Net of income taxes, the certain TLC integration costs amounted to $1.6 million or $0.06 per diluted share for the three and six-month periods ended June 30, 2008.

(3) Adjusted EBITDA is defined as net income before provision for income taxes, net interest expense, and depreciation and amortization plus certain adjustments (i.e. TLC integration costs in 2008 and Alliance in 2007. See note 2 and 4, respectively, for additional details to these adjustments). Adjusted 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 Adjusted EBITDA may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP financial measure in the same manner.

(4) 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.