SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 13, 2012
Commission File Number: 0-24260
(Exact Name of Registrant as specified in its Charter)
(State or other jurisdiction of
incorporation or organization)
5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816
(Address of principal executive offices, including zip code)
(225) 292-2031 or (800) 467-2662
(Registrants telephone number, including area code)
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)) |
SECTION 7REGULATION FD
ITEM 7.01. REGULATION FD DISCLOSURE
As of December 13, 2012, 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 2012.
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
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 Companys 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 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 our 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 also use our website to expedite public access to time-critical information regarding our company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the
same information. Therefore, investors should look to the Investor Relations subpage of our website for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting
them when new information is made available on the Investor Relations subpage of our website.
Certain Forward-Looking Statements
When included in this press release, words like believes, belief, expects, plans,
anticipates, intends, projects, estimates, may, might, would, should 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 described therein. These risks and
uncertainties include, but are not limited to the following: changes in Medicare and other medical payment levels, adverse effects of a failure of the federal government to fund government programs in which we participate, such as Medicare or
Medicaid, adverse effects of a possible delay in the Federal budget process or a Federal government shutdown, our ability to open agencies, acquire additional agencies and integrate and operate these agencies effectively, changes in or our failure
to comply with existing Federal and State laws or regulations or the inability to comply with new government regulations on a timely basis, competition in the home health industry, changes in the case mix of patients and payment methodologies,
changes in estimates and judgments associated with critical accounting policies (including in the estimate of our preliminary impairment charge), our ability to maintain or establish new patient referral sources, our ability to attract and retain
qualified personnel, changes in payments and covered services due to the economic downturn and deficit
spending by Federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing due to the volatility and disruption of the capital and
credit markets, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate and manage our information systems, and changes
in or developments with respect to any litigation or investigations relating to the Company, including the SEC investigation and the U.S. Department of Justice Civil Investigative Demands and various other matters, many of which are beyond our
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 or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.
SECTION 9FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS
||Investor Relations Slide Show in use beginning December 13, 2012 |
||Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures |
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.
/s/ Scott G. Ginn
||Scott G. Ginn|
Senior Vice President of Accounting and Controller
(Principal Accounting Officer)
DATE: December 13, 2012
||Investor Relations Slide Show in use beginning December 13, 2012|
||Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures|