UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 10, 2000
------------------
Park Pharmacy Corporation
-------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Colorado 000-15379 84-1029701
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10711 Preston Road, Suite 250, Dallas, Texas 75230
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 692-9921
--------------
N/A
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(Former Name or Former Address, if Changes Since Last Report)
<PAGE>
The undersigned registrant hereby amends the following
Item 7. Financial Statements and Exhibits of its Current Report
on Form 8-K dated August 10, 2000, to include the following:
ITEM 7. Financial statements and exhibits
(a) The following Financial Statements of Business Acquired are
annexed hereto:
Consolidated Balance Sheets at June 30, 2000 (unaudited) and
December 31, 1999
Consolidated Statements of Operations for the Six Months Ended
June 30, 2000 (unaudited) and 1999 (unaudited) and the Years
Ended December 31, 1999 and 1998
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1999 (unaudited) and 1999 (unaudited) and the Years
Ended December 31, 1999 and 1998
(b) The following Pro Forma Financial Information is annexed
hereto:
Unaudited Pro Forma Combined Balance Sheet at June 30, 2000
Unaudited Pro Forma Combined Statement of Operations for the
Year Ended June 30, 2000
(c) Exhibits
Exhibit No. Description
2.1* Bill of Sale and Asset Purchase Agreement dated
as of August 10, 2000, but effective August 1,
2000, by and among Park Infusion, Sellers and
Parent.
99.1* Loan Agreement dated as of August 10, 2000, by
and among Park Pharmacy Corporation, Dougherty's
Pharmacy, Inc., Raven's Pharmacy, Inc., Total
Pharmacy Supply, Inc., Rx-Pro.Com, Inc. and Park
Infusion Services, LP, as borrowers, and Bank of
Texas, NA, as lender, and related Promissory
Notes and Pledge and Security Agreements.
*Previously filed.
2
<PAGE>
Index to Financial Statements
Independent Auditors Report F-1
Consolidated Balance Sheets at
June 30, 2000 (unaudited) and December 31, 1999 F-2
Consolidated Statements of Operations for the Six Months
Ended June 30, 2000 (unaudited) and 1999 (unaudited)
and the Years Ended December 31, 1999 and 1998 F-3
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 (unaudited) and 1999 (unaudited)
and the Years Ended December 31, 1999 and 1998 F-4
Notes to Financial Statements F-6
Unaudited Pro Forma Combined Balance Sheet at June 30, 2000 F-13
Unaudited Pro Forma Combined Statement of Operations for
the Year Ended June 30, 2000 F-14
3
<PAGE>
SIGNATURES
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.
PARK PHARMACY CORPORATION
(Registrant)
Date: October 24, 2000 By: /s/ Thomas R. Baker
--------------------------------------
Thomas R. Baker,
Chief Executive Officer & President
4
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Amedisys Alternate-Site Infusion Therapy Services, Inc.
Baton Rouge, Louisiana
We have audited the accompanying consolidated balance sheet of
Amedisys Alternate-Site Infusion Therapy Services, Inc. as of
December 31, 1999, and the related statements of operations and
accumulated deficit, and cash flows for the years ended December 31,
1999 and 1998. These financial statements are the responsibility of
the Company'S management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Amedisys Alternate-Site Infusion Therapy Services, Inc.
as of December 31, 1999, and the results of its operations and its
cash flows for the years ended December 31, 1999 and 1998, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered
recurring losses from operations, and has a stockholder's deficiency
at June 30, 2000 of $6,032,903. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
As described in Notes 2 and 10, in June 2000 and August 2000, the
Company abandoned a facility and sold the remaining facilities. It
is uncertain whether the proceeds of the sale will allow the Company
to satisfy its remaining obligations. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
Hein + Associates llp
Dallas, Texas
October 16, 2000
F-1
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
------
June 30, December 31,
---------- ------------
2000 1999
-------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $3,584 $11,464
Trade accounts receivable, net of
allowance of $1,296,763 and 2,270,328 1,663,346
$1,572,194, respectively
Inventory 188,301 217,113
Prepaid expenses 17,486 8,400
---------- -----------
Total current assets 2,489,699 1,900,323
PROPERTY AND EQUIPMENT, net 315,297 523,605
OTHER ASSETS -
Goodwill, net 513,401 530,213
----------- -----------
Total assets $3,318,397 $2,954,141
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
Trade accounts payable $725,596 $991,930
Accrued expenses and other
liabilities 443,610 510,883
Due related parties 8,132,421 7,627,314
Current portion of long-term debt 28,343 51,705
Current portion of capital lease
obligation 21,330 36,040
---------- ----------
Total current liabilities 9,351,300 9,217,872
LONG-TERM LIABILITIES:
Long-term debt, net of current
maturities - 12,365
Capital leases - 13,443
----------- -----------
Total long-term liabilities - 25,808
----------- -----------
Total liabilities 9,351,300 9,243,680
----------- -----------
COMMITMENTS (Notes 6 and 7)
STOCKHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 10,000
shares authorized, 1,000 issued and
outstanding 1 1
Paid-in capital 999 999
Accumulated deficit (6,033,903) (6,290,539)
----------- -----------
Total stockholders deficiency (6,032,903) (6,289,539)
----------- -----------
Total liabilities and
stockholders deficiency $3,318,397 $2,954,141
=========== ===========
F-2
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
Six Months Ended Years Ended
June 30, December 31,
----------------------------- --------------------
2000 1999 1999 1998
-------------- ------------ --------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET SERVICE REVENUE $4,009,372 $3,907,175 $7,616,166 $5,021,172
COST OF REVENUE 2,183,726 1,959,192 3,837,798 2,694,920
----------- ---------- ----------- -----------
Gross margin 1,825,646 1,947,983 3,778,368 2,326,252
OPERATING EXPENSES:
General and administrative 1,569,643 2,547,152 4,964,594 5,573,961
expenses ----------- ---------- ----------- ----------
Income (loss) from operations 256,003 (599,169) (1,186,226) (3,247,709)
----------- ---------- ------------ -----------
OTHER INCOME (EXPENSE):
Impairment loss - (1,275,133)
- -
Interest expense - 14,272 38,763 39,972
Other, net 633 (54,491) (34,644) (52,777)
---------- ---------- ----------- -----------
NET INCOME (LOSS) 256,636 (667,932) (2,534,766) (3,340,458)
ACCUMULATED DEFICIT:
Beginning of period (6,290,539) (3,755,773) (3,755,773) (415,315)
----------- ------------ ----------- ----------
End of period $(6,033,903) $ (4,423,705) $(6,290,539) $(3,755,773)
============ ============ ============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
F-3
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
Six Months Ended Years Ended
June 30, December 31,
------------------------------- ------------------------
2000 1999 1999 1998
------------ ------------ -------------- ---------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $256,636 $ (667,932) $(2,534,766) $ (3,340,458)
Adjustments to reconcile to net cash used by
operating activities:
Depreciation 200,491 158,166 276,023 117,324
Amortization 16,809 52,068 104,137 89,574
Impairment loss - 1,275,133 -
-
Deferred income taxes - - (78,579)
-
(Increase) decrease in accounts receivable (606,982) (892,262) (291,349) (1,179,617)
(Increase) decrease in inventory 28,812 151,915 99,365 (262,867)
(Increase) decrease in prepaid and other (1,269) 120,131 197,127 (182,292)
current assets
Increase (decrease) in accounts payable (266,334) (197,452) (47,229) 900,669
Increase (decrease) in accrued expenses and (67,270) 22,761 (46,671) 399,434
other liabilities -------------- ----------- ------------- -------------
Net cash provided (used) by
operating activities (439,107) (1,252,605) (968,230) (3,536,812)
-------------- ------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash from Home IV and InfusionCare acquisitions
- - 50,552
-
Cash paid for acquisitions - - (1,646,610)
-
Proceeds from sale of property and equipment - 15,586 -
-
Payments for property and equipment additions
- - - (746,698)
--------------- ---------- --------------- --------------
Net cash provided by investing
activities - - 15,586 (2,342,756)
--------------- ----------- ------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties 505,107 1,715,386 2,181,926 6,544,838
Payments on advances from related parties - (1,082,121) -
-
Payments of long-term debt (35,727) (162,546) (257,026) (511,358)
Payments on capital leases (28,153) (29,064) (57,485) -
--------------- ------------- -------------- ---------------
Net cash used by financing
activities 441,227 1,523,776 785,294 6,033,480
--------------- ------------- -------------- --------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 2,120 271,171 (167,350) 153,912
CASH AND CASH EQUIVALENTS, beginning of period
11,464 178,814 178,814 24,902
--------------- ------------- -------------- --------------
CASH AND CASH EQUIVALENTS, end of period $ 13,584 $ 449,985 $ 11,464 $ 178,814
=============== ============= ============= =============
</TABLE>
F-4
-Continued-
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
Six Months Ended Years Ended
June 30, December 31,
-------------------- --------------------
2000 1999 1999 1998
----------- ----------- ---------- ----------
(Unaudited) (Unaudited) <C> <C>
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR
INTEREST AND INCOME TAXES:
Cash paid for interest $ - $ 14,272 $38,763 $39,972
Cash paid for income taxes - - - -
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Equipment acquired under capital leases $ - $ - $ - $ 93,058
</TABLE>
See accompanying notes to these consolidated financial statements
F-5
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(the six month periods ended June 30, 2000 and 1999 are unaudited)
1.Nature of Operations and Summary of Significant Accounting
Policies:
-------------------------------------------------------
Nature of Organization and Operations
-------------------------------------
Amedisys Alternate-Site Infusion Therapy Services, Inc. (AASI)
and subsidiaries (the Company) is incorporated in the state of
Louisiana and provides a variety of home health care, infusion
therapy, and outpatient surgery services through its facilities
in Dallas and San Antonio, Texas, Tampa Bay, Florida and Baton
Rouge, Louisiana. The Company is a wholly-owned subsidiary of
Amedisys, Inc. (the Parent).
Liquidity
---------
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The Company has experienced significant recurring
losses from operations, which have been funded by the Parent.
The Company has a stockholders deficiency of $6,032,903 at June
30, 2000. These conditions raise substantial doubt about the
Companys ability to continue as a going concern. As described
in Notes 2 and 10, in June 2000 the Company abandoned its
facility in Baton Rouge and in August 2000 the Company sold its
remaining facilities. It is uncertain whether the proceeds from
the sale will allow the Company to satisfy its remaining
obligations.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates and those differences
could be material. Significant estimates made by the Company
include the carrying amounts and economic lives of goodwill and
the net realizable value of trade accounts receivable. It is
reasonably possible the ultimate amounts of these items could
differ materially from these estimates.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the
Company, and its wholly-owned subsidiaries. All material
intercompany accounts and transactions have been eliminated in
these financial statements. Business combinations accounted for
as purchases are included in the consolidated financial
statements from the respective dates of acquisition.
Revenue Recognition Policy
--------------------------
Gross revenue is recorded on an accrual basis based upon the date
of service at amounts equal to the Companys established rates or
estimated cost reimbursement rates, as applicable. Allowances
and contractual adjustments are recorded for the difference
between the established rates and the amounts estimated to be
payable by third parties and are deducted from gross revenue to
determine net service revenues.
Cash and Cash Equivalents
-------------------------
For purposes of reporting cash flows, cash includes certificates
of deposit and all highly liquid debt instruments with maturities
of three months or less when purchased.
Inventory
---------
Inventory consists of medical supplies that are utilized in the
treatment and care of home health patients. Inventories are
stated at the lower of cost (first-in, first-out method) or
market.
F-6
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(the six month periods ended June 30, 2000 and 1999 are unaudited)
Property and Equipment
----------------------
Property and equipment is generally carried at cost. Additions
and improvements are capitalized, but ordinary maintenance and
repair expenses are charged to income as incurred. The cost of
property sold or otherwise disposed of and the accumulated
depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any gain or loss is
credited or charged to income.
Capitalized leases are included in property and equipment.
Capital leases are recorded at the present value of the future
rentals at lease inception and are amortized over the lesser of
the applicable lease term or the useful life of the equipment.
For financial reporting purposes, depreciation and amortization
of property including those subject to capital leases is included
in general and administrative expenses and is provided utilizing
the straight-line method based upon the following estimated
useful service lives:
Leasehold improvements 5 years
Equipment and furniture 5-7 years
Computer software 5 years
Unaudited Information
---------------------
The consolidated balance sheet as of June 30, 2000 and the
consolidated statements of operations and cash flows for the six-
month periods ended June 30, 2000 and 1999 were taken from the
Companys books and records without audit. However, in the
opinion of management, such information includes all adjustments
(consisting only of normal recurring accruals) which are
necessary to properly reflect the results of operations for the
six months ended June 30, 2000 and 1999.
Financial Instruments
---------------------
The Companys financial instruments, consisting of cash, accounts
receivable, accounts payable and accrued liabilities are carried
at cost, which approximates fair value, due to the short-term
maturities of these instruments. The carrying amounts of the
Companys borrowing arrangements approximates fair value based on
interest rates for similar types of credit arrangements currently
available to the Company.
Goodwill
---------
Goodwill representing excess of cost over the net assets of
acquired businesses is amortized on a straight-line basis over
estimated lives of seventeen to twenty years. Amortization
expense in connection with goodwill was approximately $17,000,
$52,000, $104,000 and $90,000 for the six months ended June 30,
2000 and 1999 and years ended December 31, 1999 and 1998,
respectively. See Note 2.
Impairment of Long-Lived Assets
The Company evaluates long-lived assets, including goodwill, for
impairment whenever events and changes in circumstances indicate
that the carrying amount of such assets may not be recoverable.
The Company assesses the recoverability of long-lived assets by
determining whether an assets carrying value will be recovered
through undiscounted expected future cash flows. If the total of
the future cash flows is less than the carrying amount of the
asset, the Company recognizes an impairment loss based on the
excess of the carrying amount over the estimated fair value of
the asset. As of June 30, 2000, the Company believes no
impairment of the carrying values of its long-lived assets is
required other than that described in Note 2.
F-7
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(the six month periods ended June 30, 2000 and 1999 are unaudited)
Income Taxes
------------
The Company accounts for income taxes under the liability method,
which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based
on the difference between the financial statements and tax bases
of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. The
Company is included in the consolidated federal income tax return
of the Parent. However, the Company records income taxes for
financial reporting purposes as if it filed a separate tax
return.
2. Acquisitions
------------
PRN, Inc.
---------
On February 23, 1998, the Company acquired all of the issued and
outstanding capital stock of PRN, Inc. (PRN), a home infusion
pharmacy business, in exchange for $430,000 and assumption of
$71,000 debt. The excess of cost over the fair value of net
assets acquired of approximately $589,000 was recorded as
goodwill and is being amortized over a period of 17 years.
Infusioncare Solutions, Inc.
----------------------------
On February 27, 1998, the Company acquired all of the issued and
outstanding capital stock of Infusioncare Solutions, Inc.
(ICS), a home health care and infusion business, based in Baton
Rouge, Louisiana, in exchange for aggregate consideration of
$1,145,000. ICS incurred continuing losses from operations and
in June of 2000, the operations of ICS were closed down. As a
result of these events, the amount of unamortized goodwill at
December 31, 1999 of approximately $1,275,000 was deemed to be
impaired and was charged directly to operations for the year
ended December 31, 1999.
3.Property and Equipment
------------------
Property and equipment consisted of the following:
June 30, December
------------ 31,
----------
2000 1999
------------ ----------
Buildings and leasehold
improvements $ 84,506 $ 90,335
Equipment and furniture 809,858 828,249
Computer software 2,211 4,422
---------- ---------
896,575 923,006
Less accumulated
depreciation (581,278) (399,401)
---------- ---------
$ 315,297 $ 523,605
========== =========
Depreciation expense was $200,491, $158,166, $276,023 and
$117,324 for the six months ended June 30, 2000 and 1999 and the
years ended December 31, 1999 and 1998, respectively.
F-8
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(the six month periods ended June 30, 2000 and 1999 are unaudited)
4.Long Term Debt
------------
Long-term debt at December 31, 1999 consisted of the following:
Promissory notes payable,
unsecured, to various individuals
with interest rates ranging from
9.50% to 18.0% $64,070
Less current portion (51,705)
---------
$ 12,365
=========
5.Income Taxes
-----------
The Company had no income tax expense for the six months ended
June 30, 2000 and 1999 and for the years ended December 31, 1999
and 1998 due to taxable losses and carry forwards. Deferred
income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. The Companys deferred tax assets and liabilities as
of December 31, 1999 were as follows:
December 31,
------------
1999
------------
Deferred tax assets (primarily
net operating losses) $390,000
Deferred tax liabilities
-
Valuation allowance (390,000)
-----------
Net deferred tax balance $ -
===========
The valuation allowance was recorded against net deferred tax
assets due to the significant operating losses incurred by the
Company during 1999 and 1998.
For income tax purposes, the Company has available at December
31, 1999, unused federal net operating loss carry forwards of
approximately $1,148,000, which may be applied against future
taxable income of the Company, expiring in 2019.
6.Leases
-------
Capital Leases
--------------
The Company leases certain equipment under arrangements
classified as capital leases. The net book value of equipment
recorded under capital leases totaled approximately $300,000 at
June 30, 2000. Amortization expense associated with assets held
under capital leases is included in depreciation and amortization
expense for the six months ended June 30, 2000 and 1999 and the
years ended December 31, 1999 and 1998.
Future minimum lease payments at December 31, 1999, together with
the present value of the minimum lease payments are:
F-9
<PAGE>
Years Ended December 31,
-----------------------------
2000 $ 36,040
2001 13,443
Total minimum lease payments 49,483
Less current portion (36,040)
Long-term obligation $ 13,443
Operating Leases
----------------
The Company leases various equipment and office facilities under
cancelable and non-cancelable rental arrangements. Rental
expenses from operating leases for the six months ended June 30,
2000 and 1999 and years ended December 31, 1999 and 1998 were
$134,597, $318,900, $436,150 and $523,224, respectively.
Minimum future lease payments for non-cancelable operating leases
for the next five years and thereafter are as follows:
Years Ending December 31,
-------------------------
2000 $162,009
2001 108,705
2002 103,386
2003 73,606
2004 13,449
Thereafter -
----------
$461,155
==========
7.Commitments
----------
The Company has commitments related to employment contracts with
a number of its senior executives. Such contracts generally
commit the Company to pay bonuses on the attainment of certain
operating goals and severance benefits under certain
circumstances.
8.Related Party Transactions
--------------------------
At June 30, 2000 and December 31, 1999, net amounts advanced to
the Company by the Parent for working capital and other operating
purposes, totaled $8,132,421 and $7,627,314, respectively. The
advances are non-interest bearing and contain no specific terms
of repayment.
9.Concentrations and Credit Risk
------------------------------
Accounts receivable consists primarily of amounts receivable from
third-party payment providers (insurance companies and government
agencies) under various medical reimbursement programs. Certain
third-party receivables are recorded at estimated net realizable
amounts. Amounts that may be received under medical
reimbursement programs are affected by changes in payment
criteria and are subject to
F-10
<PAGE>
AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(the six month periods ended June 30, 2000 and 1999 are unaudited)
legislative actions. Concentrations of credit risk associated
with these accounts receivable are considered minimal due to the
Companys diverse customer base.
The Company does not generally require collateral in connection
with credit sales to its customers. Management periodically
evaluates the creditworthiness of the Companys customers and
believes the allowance for doubtful accounts is adequate.
10. Subsequent Event
--------------
Effective August 10, 2000, the Company entered into an asset
purchase agreement with Park Pharmacy Corporation, a provider of
home health care services, whereby the ongoing operations of AASI
and one of its wholly owned subsidiaries were sold for cash
consideration of $1,750,000. In the transaction, the Company
sold all tangible and intangible assets, except for cash and
accounts receivable, which were retained by the Company.
***************
F-11
<PAGE>
Park Pharmacy Corporation
Unaudited Pro Forma Combined Financial Statements
The accompanying unaudited pro forma combined financial statements
have been prepared to reflect the acquisition of the operations of
Amedisys Alternative-Site Infusion Therapy Services, Inc. (AASI)
by Park Pharmacy Corporation (Park) on August 10, 2000 as if the
acquisition had occurred on June 30, 2000 with respect to the pro
forma balance sheet and as of the beginning of the year with respect
to the pro forma statement of operations. Park acquired AASI for
cash consideration of $1,750,000. The pro forma statement of
operations also reflects the acquisitions of RX-Pro.Com, which
occurred on December 21, 1999, Doughertys Pharmacy, Inc., which
occurred on December 30, 1999, and Total Pharmacy Supply, Inc.,
which occurred on March 31, 2000, as if these acquisitions had
occurred at the beginning of the year. These latter acquisitions
were previously reported on Forms 8-K filed by the Company and were
disclosed in the Park Form 10-KSB.
The accompanying unaudited pro forma financial statements should be
read in conjunction with the historical financial statements of AASI
included herein. The pro forma statement of operations includes
only the facilities of AASI that were acquired by Park and it
combines the AASI statements of operations for the six months ended
June 30, 2000 and the six months ended December 31, 1999. These pro
forma financial statements are not indicative of the financial
position or results of operations that would actually have occurred
if the transactions described above had occurred at the dates
presented or which may be obtained in the future.
PF-12
<PAGE>
PARK PHARMACY CORPORATION AND AMEDISYS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000
<TABLE>
Pro Forma Pro Forma
Park AASI Adjustments Balances
-------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash $935,946 $13,584 $ (13,584)(1) $ 935,946
Accounts receivable 2,982,657 2,270,328 (2,270,328)(1) 2,982,657
Inventories 1,911,705 188,301 2,100,006
Other 51,561 17,486 69,047
------------- ------------- -------------- --------------
Total current assets 5,881,869 2,489,699 6,087,656
(2,283,912)
SOFTWARE COSTS 2,269,265 - 2,269,265
FIXED ASSETS, net 877,670 315,297 1,192,967
GOODWILL 1,239,803 513,401 715,515(3) 2,468,719
OTHER ASSETS 228,263 - 228,263
-------------- ---------------- --------------- --------------
-
Total assets $10,496,870 $ 3,318,397 $(1,568,397) $12,246,870
============== ================ =============== ==============
CURRENT LIABILITIES:
Accounts payable and
accrued
liabilities $ 2,196,658 $ 1,169,206 $(1,169,206)(1) $ 2,196,658
Due to related parties - 8,132,421 (8,132,421)(2)
Income tax payable 98,400 - 98,400
Current portion of 66,602 49,673 (49,673)(1) 66,602
liabilities -------------- ---------------- --------------- --------------
Total current
liabilities 2,361,660 9,351,300 2,361,660
(9,351,300)
LONG-TERM LIABILITIES 2,096,239 - 1,750,000(3) 3,846,239
STOCKHOLDERS EQUITY
(DEFICIT)
Preferred stock 3,025 - 3,025
Common stock 451 1 (1)(1) 451
Other stockholders
equity 6,035,495 (6,032,904) 6,032,904(1) 6,035,495
-------------- ---------------- --------------- --------------
Total stockholders
equity 6,038,971 (6,032,903) 6,032,903 6,038,971
-------------- ---------------- -------------- --------------
Total liabilities and
stockholders equity
$10,496,870 $3,318,397 $(1,568,397) $ 12,246,870
============== =============== =============== ==============
(1) Adjustment to remove assets and liabilities associated with
operations within AASI that were not purchased and remove equity
accounts of AASI
(2) Eliminate intercompany debt with Parent of AASI
(3) Adjustment to reflect borrowing for cash purchase of AASI and to
record goodwill for excess of purchase price over net assets
acquired
</TABLE>
F-13
PARK PHARMACY CORPORATION AND AMEDISYS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000
<TABLE>
(4)
Amedisys
Alternate-
Total Site Pro Forma Pro Forma
Park Pharmacy RX-Pro Dougherty's Infusion Adjustments Balances
------------- ---------- --------- ---------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales $11,477,179 $2,494,338 $89,179 $9,298,361 $6,213,142 $29,572,199
Less cost of goods sold 7,473,575 1,726,588 - 6,082,717 3,200,476 18,483,356
------------- ----------- --------- --------- --------- -----------
Gross profit 4,003,604 767,750 89,179 3,215,644 3,012,666 11,088,843
General and administrative
expenses 3,553,241 704,818 200,257 2,598,246 3,480,149 10,536,711
Amortization of intangibles
and goodwill 28,075 117,779(1) 145,854
------------- ----------- --------- ---------- ---------- ------------ -----------
Income (loss) from
operations 422,288 62,932 (111,078) 617,398 (467,483) (117,779) 406,278
Other income (expense) 147,784) (27,588) (4,213) 6,787 (67,000) (157,500)(3) (397,298)
------------- ---------- --------- ---------- --------- ------------ ------------
Income (loss) before income
taxes 274,504 35,344 (115,291) 624,185 (534,483) (275,279) 8,980
Provision for income taxes 31,630 1,590 - 118,228 - (151,448)(2) -
----------- --------- --------- --------- ------------ -----------
Net income (loss) $ 242,874 $ 33,754 $115,291) $ 505,957 $(534,483) $ (123,831) $ 8,980
============= ========== ========= ========= ========== ============ ============
Net income (loss) per $ -
share, basic and diluted $ 0.01 ===========
=============
Weighted average shares 31,543,000 31,543,000
============ ===========
Notes
(1) Adjustment to reflect amortization of goodwill recorded in
the acquisitions of Rx-Pro, Total Pharmacy and AASI over
five, twenty and twenty years, respectively
(2) Adjustment to decrease income taxes to amount that would
have occurred if the companies had been combined at the beginning
of the year
(3) Interest expense on the debt incurred from acquisition of
AASI
(4) Includes operations only of acquired locations
</TABLE>
F-14
