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): January 13, 2009

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 January 13, 2009, 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 2009.

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.

Use of our Website to Distribute Material Company Information

Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation and Nominating and Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Certain Forward-Looking Statements

When included in this Current Report on Form 8-K, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those projected therein. These risks and uncertainties include, but are not limited to: general economic and business conditions, changes in or failure to comply with existing regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical reimbursement levels, our ability to complete acquisitions announced from time to time, and any financing related thereto, our ability to meet debt service requirements, our ability to comply with covenants in debt agreements, adverse changes in federal and state laws relating to the health care industry, demographic changes, availability and terms of capital, our ability to attract and retain qualified personnel, ongoing development and success of new start-ups, our ability to successfully integrate newly acquired agencies, our ability to effectively integrate, manage, keep secure and expand our information systems, changes in estimates and judgments associated with critical accounting policies, business disruption due to natural disasters or acts of terrorism, and various other matters, many of which are beyond our control.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements included in this Current Report on Form 8-K or any changes in events, conditions or circumstances upon which any forward-looking statement may be 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 January 13, 2009
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: January 13, 2009	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 January 13, 2009
EX-99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

4

EX-99.1

January 2009

www.amedisys.com

NASDAQ: AMED

We

encourage

everyone

to

visit

the

Investors

section

on

our

website

at

www.amedisys.com,

where

we

have

posted

additional

important

information

such

as

press

releases,

profiles

concerning

our

business

and

clinical

operations

and

control

processes,

and

SEC

filings.

We

intend

to

use

our

website

to

expedite

public

access

to

time-critical

information

regarding

the

Company

in

advance

of

or

in

lieu

of

distributing

a

press

release

or

a

filing

with

the

SEC

disclosing

the

same

information.

Exhibit 99.1

Forward-Looking Statements

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

subsequent

Quarterly

Reports

on

Form

10-Q

and

Current

Reports

on

Form

8-K,

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.

Investment Highlights

Focus on home nursing and related services

to Medicare population

Large, growing and highly fragmented industry

Strong internal growth and cash flow

with low recurring routine cap ex

Proven operating model supported

by sophisticated technology system

Demonstrated ability to identify

and integrate acquisitions

Liquidity availability to fund external growth

Extensive delivery platform ideally positioned

for Medicare care management initiatives

Experienced management team

William F. Borne

Chairman and Chief Executive Officer

CEO

since

founding

the

Company

in

1982

Larry R. Graham

President

and

Chief

Operating

Officer,

Director

Joined

Amedisys

in

1996;

COO

since

1999;

President since 2004

Dale E. Redman, CPA

Chief Financial Officer

Joined

Amedisys

in

February

2007

Alice Ann Schwartz

Chief Information Officer

Joined

Amedisys

in

1998,

CIO

since

2004,

SVP Clinical Operations since 2003

Jeffrey Jeter

Chief Compliance Officer

Joined

Amedisys

in

2001

Management Team

Corporate Overview

Founded in 1982, publicly

listed 1994

534

2

locations in 37 states

Leading provider of home

health services

]

Services include skilled

nursing and therapy

94% of Home Health revenue

is episodic based (both

Medicare & non-Medicare)

1

For the nine-month period ended September 30, 2008

2

Both home health and hospice, inclusive of joint venture agencies, as of December 31, 2008

3

Annualized visits per year

4

Forecasted 2008 annual results as of 10/28/08 and reaffirmed 11/20/08

5

Forecasted 2009 annual results as of 1/06/09

Revenue Mix

Stats

14,500 employees

Daily visits = 18,300

6,750,000

visits per year

2008 revenue guidance = $1.175

billion

4

2009 revenue guidance = $1.475 billion

5

1

3

Patient Overview

Average patient is 81 years old

Higher acuity patient

Patient is taking an average of 13

medications

]

14 medications for greater than

two episodes

Patient Overview

84.1% of patients have two episodes of care or less:

]

66.4% of patients have only one episode of care

]

17.7% have only a second episode of care

Our Locations

1

As of December 31, 2008, inclusive of joint ventures.

National

home

nursing

provider

located

in

37

states

and

Puerto

Rico

.

Largest provider in the Southern and Southeastern United States.

–

484 home nursing

locations

–

50 hospice locations

1

1

Our Strategy

Focus on Medicare-eligible patients

Emphasize internal growth

Select, acquire and integrate quality home

care agencies

Focus on providing a cost-efficient

operating structure

Develop and deploy specialized programs

for chronic diseases and conditions

Expand care coordination platform

Start-up activities

Medicare Revenue Market Size

2006: Medicare spending

for home health reached

$14 billion and hospice

was $9.2 billion, giving a

combined total of $23.2

billion

2017: Home health will

contribute $36 billion and

hospice $20 billion of the

projected $56 billion

Source: CBO's

March 2008 Baseline: MEDICARE

MEDICARE Home Health and Hospice Revenue

$ in billions

Home Nursing Market

Source: CMS Oscar data books and Medpac

reports

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

Increased prevalence of chronic and co-morbid

conditions

1

Source: United States Census Bureau

1

Internal Growth

Internal revenue growth 28% for Q3 2008 and 27% for the first

nine months of 2008

Internal growth driven by:

–

Overall industry growth

–

Increase in episodic-based admissions

•

Focus on start-ups

–

Increase in episodic-based recertification's

•

Higher acuity levels and co-morbidities, requiring

more intensive services

–

Increase in episodic-based revenue per episode

•

Development of therapy intensive specialty

programs

•

Focus of the new Medicare payment system

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

35 home health and 5

hospice start-ups completed

in 2008

* Reported numbers are for home health start-ups

Yearly Start-Ups

Acquisition Strategy

TLC Integration

TLC Integration Complete

Detailed plan to wind-down TLC corporate

–

Converted all agencies as

of September 15, 2008

–

Closed all regional billing centers as of

October 24, 2008

–

Minor number of corporate employees

remained until December 31, 2008

High Quality Health Care

Source: OCS Corporate Comparative Report

Period: 1/1/08 –

9/30/08

Higher Acuity Level Patients

Source: OCS BBI Reporter Corporate Comparative Report          

Date Range:   2005-2007

Case Mix

18

High Quality Outcomes

Outcomes –

June 2008

Amedisys

vs. Nation

1

Lower % is better

Source: www.medicare.gov

High Quality Health Care

Care Management

–

13 disease management programs

–

70 clinical tracks

Specialty Division

–

Balanced For Life first program in

division

–

Serves higher acuity patients

–

Rolled out to 178 locations through 2008

Investments in Technology

Comprehensive Compliance Program

Local Level

•

Point of care system

enhances clinical

documentation accuracy

with real-time assessment

input

•

Clinical nurse review of

assessments

•

Physician review/approval

•

Standardized care plans

•

Weekly case conferences

•

Monthly audits

•

End of episode case review

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

•

Compliance training for all

employees

•

Compliance concerns hotline

•

Compliance review of metric

variances

•

Compliance manager site

visits

•

Semi-annual

clinical/compliance reviews

•

Annual Sarbanes-Oxley audit

•

Annual billing competency

testing

http://www.amedisys.com/pdf/Compliance3/Compliance_Controls.pdf

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

–

Better alignment of reimbursement with patient needs

–

Expands HHRG’s

from 80 to 153

–

More integrated reimbursement for therapy

–

Allocation of more dollars to later episodes

–

Benefits agencies with a greater mix of higher-acuity

patients

2009 Changes

–

Market basket increase of approximately 3%

–

Increase offset by 2.75% case mix creep adjustment

–

No rural add-on payment

Financial Highlights

Increasing revenue

Strong operating cash flow/low cap ex

requirements

Consistent EPS growth

Strong

balance

sheet

to

fund

future

growth

–

$250 million active shelf registration

–

$139

million unused revolving credit

facility through September 2008

1

2008 EPS -

After adding back certain expenses related to the

integration of TLC Health Care Services, Inc.)

1

We

have

reclassified

certain

costs

from

our

general

and

administrative

expenses

to

our

cost

of

service

for

health

care

insurance

costs

and

other

miscellaneous

expenses,

which

are

associated with our direct care employees, to conform to the current year presentation.

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 financial measure in the same manner.

($ millions, except per share data)

Summary Financial Results

2006

2007

3Q07

Net revenue

Period-over-period growth

Gross margin

Margin

Operating income

Margin

EBITDA

Margin

Fully-diluted EPS

Period-over-period growth

3Q08

Net Income

$541.1

41.8%

288.9

53.4%

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%

114.0

16.3%

65.1

$2.48

44.2%

$180.9

32.0%

96.5

53.3%

25.7

14.2%

33.7

18.6%

20.2

$0.77

60.4%

$321.6  

77.7%

170.4

53.0%

43.6

13.6%

49.4

15.3%

23.5

$0.87

13.0%

1

2

2006

2007

3Q07

Agencies at period end¹

Period-over-period growth

Episodic-Based Completed Episodes

Period-over-period growth

Episodic-Based Admissions

Period-over-period growth

Episodic-Based Revenue per Episode

Period-over-period growth

Total Visits

Period-over-period growth

3Q08

DSO

1

Inclusive of home health and hospice locations and joint ventures

360

30.9%

4,302,830    

25.2%

129,649

19.9%

219,855

27.1%

$2,661

1.0%

51.3

275

3,437,881

108,140  

172,930

$2,634

52.9

344

1,102,913

32,672  

53,958

$2,672

49.3

511

48.5%

1,879,573    

70.4%

53,203

62.8%

94,986

76.0%

$2,868

7.3%

56.7

Summary Performance Results

Summary Balance Sheet

($ in millions)

Dec. 31, 2007

Sept. 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

$   5.7

179.8

80.4

701.1

83.7

$ 1,050.7

$  359.7

162.7

528.3

$ 1,050.7

$   56.2

96.3

68.3

332.5

33.8

$  587.1

$  24.0

116.1

447.0

$  587.1

Accounts Receivable

Note:

On average we collect over 99% of our Medicare revenue.

On average we collect approximately 86% of our non-Medicare revenue

September 30, 2008

December 31, 2007

Medicare

139,765

$                

78,502

$                  

Estimated revenue adjustments

(6,928)

(3,622)

Medicare patient accounts receivable, net

132,837

74,880

Non-Medicare

66,898

34,397

Allowance for doubtful accounts

(19,967)

(12,968)

Non-Medicare patient accounts receivable, net

46,931

21,429

Patient accounts receivable, net

179,768

$                

96,309

$                  

Accounts Receivable

Historically,

Amedisys

collects

over

99%

of

its

Medicare

receivables

–

Collections in 2008 have followed historical norms

Guidance

1

Guidance excludes the effects of future acquisitions, if they are made.

2

Provided as of the date of our Form 8-K filed with the Securities and Exchange Commission on October 28, 2008 and reaffirmed on November 20, 2008

3

Provided as of the date of our Form 8-K filed with the Securities and Exchange Commission on January 6, 2009

Calendar Year 2008

Net revenue:

$1.150 -

$1.175 billion

EPS:

$3.20 -

$3.25

(after adding back certain expenses related to

the integration of TLC Health Care Services, Inc.)

Diluted shares:

26.9

million

Calendar Year 2009

Net revenue:

$1.425 -

$1.475 billion

EPS:

$4.10 -

$4.30

Diluted shares:

27.5

million

3

2

1

Summary

Focus on home nursing and related services

to Medicare population

Large, growing and highly fragmented industry

Strong internal growth and cash flow

with low recurring routine cap ex

Proven operating model supported

by sophisticated technology system

Demonstrated ability to identify

and integrate acquisitions

Liquidity availability to fund external growth

Extensive delivery platform ideally positioned

for Medicare care management initiatives

Experienced management team

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

We

encourage

everyone

to

visit

the

Investors

section

on

our

website

at

www.amedisys.com,

where

we

have

posted

additional

important

information

such

as

press

releases,

profiles

concerning

our

business

and

clinical

operations

and

control

processes,

and

SEC

filings.

We

intend

to

use

our

website

to

expedite

public

access

to

time-critical

information

regarding

the

Company

in

advance

of

or

in

lieu

of

distributing

a

press

release

or

a

filing

with

the

SEC

disclosing

the

same

information.

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, 2008			June 30, 2008			September 30, 2008						September 30, 2008
Net income	$	16,464		$	20,384		$	23,493					$	60,341
Add:
Provision for Income Taxes		10,772			13,337			15,144						39,253
Interest expense (income), net		658			5,178			4,833						10,669
Depreciation and amortization		4,424			5,419			5,885						15,728
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") (1)		32,318			44,318			49,355						125,991
Add:
Certain TLC acquisition costs (2)		—			2,671			1,072						3,743
Adjusted EBITDA (3)	$	32,318		$	46,989		$	50,427					$	129,734
	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 (income), 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 (income), 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 financial 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.

(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 ours 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 we are not liable for any of these obligations. The discharge of the liabilities was a non-taxable event.