As filed with the Securities and Exchange Commission on July 18, 1996
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------
FORM S-1
Registration Statement
Under the Securities Act of 1933
------------------------------
AMEDISYS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 8082 11-3131700
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
3029 S. SHERWOOD FOREST BLVD. WILLIAM F. BORNE,
SUITE 300 CHIEF EXECUTIVE OFFICER
BATON ROUGE, LOUISIANA 70816 AMEDISYS, INC.
(504)292-2031 3029 S. SHERWOOD FOREST BLVD.
(Address, including zip code, and SUITE 300
telephone number, including BATON ROUGE, LOUISIANA 70816
area code, of registrant's (504)292-2031
principal executive offices) (Name, address, including zip codes,
and telephone number, including
area code, of agent for service)
COPY TO:
THOMAS C. PRITCHARD
BREWER & PRITCHARD, P.C.
1111 BAGBY, SUITE 2450
HOUSTON, TEXAS 77002
PHONE (713) 659-1744
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities To Be Being Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 595,909 $7.00 $4,171,363 $1,438.40
TOTAL $1,438.40
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low
prices for the Common Stock, as reported by Nasdaq on July 15, 1996, or
$7.00 per share.
----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
i
AMEDISYS, INC.
Cross-Reference Sheet
Pursuant to Rule 404(a) of Regulation C and Item 501(b)
of Regulation S-K under the Securities Act of 1933
<TABLE>
<CAPTION>
S-1 ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
--------------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus............................................................. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus.............................................. Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges....................................................... Prospectus Summary; Risk Factors
4. Use of Proceeds........................................................ Use of Proceeds
5. Determination of Offering Price........................................ *
6. Dilution............................................................... *
7. Selling Security Holders............................................... Plan of Distribution and Selling
Stockholders
8. Plan of Distribution................................................... Outside Front Cover of Prospectus; Plan of
Distribution and Selling Stockholders
9. Description of Securities to be
Registered............................................................. Price Range of Common Stock and
Dividend Policy; Description of Securities
10. Interests of Named Experts and
Counsel................................................................ *
11. Information with Respect to
the Registrant......................................................... Business; Management; Description of
Securities; Principal Stockholders; Price
Range of Common Stock and Dividend
Policy; Selected Financial Data;
Capitalization; Management's Discussion
and Analysis of Financial Condition and
Results of Operation
12. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities......................................... *
- -----------------------
(*) Not applicable.
</TABLE>
ii
******************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR *
* SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH *
* OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. *
* *
******************************************************************************
SUBJECT TO COMPLETION, DATED JULY 18, 1996
AMEDISYS, INC.
595,909 SHARES
Of the 595,909 shares of common stock, par value $.001 per share
("Common Stock"), offered hereby, 150,000 shares are being offered by AMEDISYS,
Inc., Delaware corporation ("Company"), and 445,909 shares are being offered for
resale by the Selling Stockholders. Of the shares to be resold, 321,759 shares
are issued and outstanding; 74,000 shares may be acquired upon exercise of
outstanding warrants ("Warrants"); and 50,150 shares may be acquired upon
exercise of outstanding options ("Options"). See "Description of Securities" and
"Plan of Distribution and Selling Stockholders." The Company will use the
proceeds from the sale of the shares offered by it for working capital and
general corporate purposes. The Company will not receive any of the proceeds
from the resale of the shares of Common Stock by the Selling Stockholders.
The Selling Stockholders may sell the Common Stock through
broker-dealers, through agents or directly to one or more purchasers. The
distribution of the Common Stock may be effected from time to time in one or
more transactions in the over-the-counter market or in transactions otherwise
than in the over-the-counter market. Any of such transactions may be effected at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices. Any Selling
Stockholder may effect such transactions by selling the Common Stock to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or commissions from purchasers of the Common Stock for whom they may act as
agent (which discounts, concessions or commissions will not exceed those
customary in the types of transactions involved). The Selling Stockholders and
any broker-dealer or agents that participate in the distribution of the Common
Stock might be deemed to be underwriters, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received by
any such broker-dealer or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended (the "Act"). The
Company has not agreed to indemnify any of the Selling Stockholders against any
liabilities under the Act. See "Plan of Distribution and Selling Stockholders."
The Company has agreed to bear all expenses (other than selling
discounts, concessions or commissions and certain other fees and expenses of
counsel and other advisers to the Selling Stockholders) in connection with the
registration and sale of the Common Stock being offered by the Selling
Stockholders. The Common Stock being offered hereby by the Selling Stockholders
has not been registered for sale under the securities laws of any state or
jurisdiction as of the date of this Prospectus. Brokers or dealers effecting
transactions in the Common Stock should confirm the registration thereof under
the securities law of the state in which such transactions occur, or the
existence of any exemption from registration. A current prospectus must be in
effect at the time of the sale of the shares of Common Stock to which this
Prospectus relates. Each Selling Stockholder or dealer effecting a transaction
in the registered securities, whether or not participating in a distribution, is
required to deliver a current prospectus upon such sale. The shares to be issued
by the Company will be offered on a "best-efforts, no-minimum" basis. The Common
Stock is traded on The Nasdaq SmallCap Market under the trading symbol "AMED."
On July 15, 1996, the last sales price of the Common Stock as quoted by Nasdaq
was $7.00 per share.
------------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 5.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is _____ ___, 1996
1
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE SECTION PAGE
- ------- ---- ------- ----
<S> <C> <C> <C>
Available Information................................ 2 Business...................................... 17
Prospectus Summary................................... 3 Management.................................... 28
Risk Factors......................................... 5 Principal Stockholders........................ 32
Use of Proceeds...................................... 10 Description of Securities..................... 33
Price Range of Common Stock and Plan of Distribution and Selling Stockholders. 35
Dividend Policy................................... 10 Legal Matters ................................ 38
Capitalization....................................... 11 Experts....................................... 38
Selected Financial Data.............................. 12 Index to Financial Statements.................F-1
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................................... 13
</TABLE>
EACH SELLING STOCKHOLDER AND ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, ARE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITER AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information are available for inspection and copying at the
Public Reference Room of the SEC, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549; and at the Regional Offices of the SEC located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and at 7 World Trade
Center, New York, New York 10048. Copies of such material may be obtained from
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company has filed with the SEC in Washington, D.C. a Registration
Statement on Form S-1 (the "Registration Statement") under the Act with respect
to the securities offered by this Prospectus. Certain of the information
contained in the Registration Statement is omitted from this Prospectus, and
reference is hereby made to the Registration Statement and exhibits and
schedules relating thereto for further information with respect to the Company
and the securities offered by this Prospectus. Statements contained herein
concerning the provisions of any document are not necessarily complete and in
each instance reference is made to the copy of the document filed as an exhibit
or schedule to the Registration Statement. Each such statement is qualified in
its entirety by this reference. The Registration Statement and the exhibits and
schedules thereto are available for inspection at, and copies of such materials
may be obtained upon payment of the fees prescribed therefor by the rules and
regulations of the SEC, from the SEC, Public Reference Section, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
2
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY SHOULD BE READ IN CONJUNCTION WITH, AND IS
QUALIFIED IN ITS ENTIRETY BY, THE MORE DETAILED INFORMATION AND FINANCIAL DATA
APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE COMPANY
AMEDISYS, INC., a Delaware corporation ("Company"), is a provider of
alternative site health care and physician management services. The Company
provides home health care and supplemental staffing nurses and operates
outpatient surgical centers. The Company maintains 28 home health care and
supplemental staffing offices in eight states, and operates two outpatient
surgery centers in Texas and is developing a surgery center in Louisiana. The
Company also manages home health agencies, physician practices and rural health
clinics and is the network manager of the Home Care Alliance of Louisiana.
The Company was incorporated as M&N Capital Corp. ("M&N") in October
1992 under the laws of the state of New York. Analytical Nursing Management
Corp., a Louisiana corporation, was formed in December 1992 ("ANMC"). In
December 1993, M&N acquired all of the issued and outstanding shares of common
stock of ANMC. In June 1994, M&N reincorporated in the state of Delaware under
the name of Analytical Nursing Management Corp., and in August 1995, the Company
changed its name to AMEDISYS, INC.
The Company operates through the following subsidiaries: AMEDISYS
Staffing Services, Inc. ("AME"); AMEDISYS Nursing Services, Inc. ("ASI"); and
AMEDISYS Specialized Medical Services, Inc. ("ASM"), all of which are
wholly-owned Louisiana corporations; AMEDISYS Surgery Centers, L.C. ("ASC"), a
wholly-owned Texas limited liability company; AMEDISYS Physician Services, Inc.,
a Louisiana corporation 60% owned by the company ("APS"); and FutureCare Inc., a
Nevada corporation 55% owned by the Company. Subsidiaries of the Company's
subsidiaries include: MedAmerica, Inc. of Texas, a Texas corporation 80% owned
by AME; MedAMErica, Inc., a Louisiana corporation 80% owned by AME; AMEDISYS
Home Health Inc., a Louisiana corporation wholly owned by ASM; AMEDISYS Home
Health, Inc. of Texas, a Texas corporation wholly owned by ASM; Jackson Rural
Health Clinic, Inc. a Lousiana corporation 60% owned by AMS; Kentwood Rural
Health Clinic, Inc., a Louisiana corporation 60% owned by ASM; and Bastrop Rural
Health Clinic, Inc., a Lousiana corporation 60% owned by ASM.
References to the Company include references to its subsidiaries. The
Company's principal executive offices are located at 3029 South Sherwood Forest
Boulevard, Third Floor, Baton Rouge, Louisiana 70816, and its telephone number
is (504) 292-2031.
THE OFFERING
Common Stock Offered by the Company 150,000 shares
Common Stock Offered by the Selling Stockholders 445,909 shares
Common Stock Outstanding........... 2,583,864 shares(1)
Risk Factors....................... An investment in the securities offered
hereby involves a high degree of risk.
Prospective investors should review
carefully the information set forth under
"Risk Factors."
Use of Proceeds.................... Working capital and general corporate
purposes.
Nasdaq Symbol...................... AMED
- ---------------------
(1) Does not include (i) 103,721 shares of Common Stock underlying
outstanding warrants ("Warrants"), and (ii) 50,150 shares of Common
Stock underlying outstanding options ("Options"). See "Description of
Securities -- Warrants" and "Management -- Stock Options."
3
SUMMARY FINANCIAL INFORMATION
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Service Revenue.................. $10,116 $8,604 $37,589 $28,902 22,445
Gross Margin..................... 4,499 3,427 15,165 11,906 7,771
Operating income................. 360 518 1,380 2,166 567
Income before income tax......... 317 463 1,130 1,933 534
Net income....................... 194 368 942 1,905 495
Net income per share............. 0.08 0.14(1) 0.37(1) 0.75(1) 0.22(1)
Weighted average 2,570 2,525 2,570 2,525 2,285
shares outstanding.............
</TABLE>
MARCH DECEMBER
BALANCE SHEET DATA: 31, 1996 31, 1995
-------- --------
Working capital.................. $ 1,598 $ 1,878
Total assets..................... 12,886 11,537
Long-term liabilities............ 1,651 1,490
Stockholders' equity............. 4,473 4,274
- -------------------------
(1) The Company acquired Surgical Care Centers of Texas, L.C., a Texas limited
liability company ("ASC"), on June 30, 1995 in a transaction which was accounted
for as a pooling of interest. Prior to the acquisition by AMEDISYS, the
individual members of ASC were responsible for all income taxes; therefore, no
income tax expense was recorded through June 30, 1995.
4
RISK FACTORS
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A NUMBER OF
SIGNIFICANT RISKS. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS, PROSPECTIVE INVESTORS SHOULD GIVE CAREFUL CONSIDERATION TO THE
FOLLOWING FACTORS.
INCREASED WORKING CAPITAL NEEDS AND RISKS OF COLLECTION RELATING TO
FEE-FOR-SERVICE REIMBURSEMENT PROGRAMS
During the three month period ended March 31, 1996, approximately 60%
of the Company's revenue was derived from private insurers and patients, 37%
from Medicare and 3% from Medicaid. The portion of the Company's revenues
attributable to management services provided in connection with fee-for-service
agreements is expected to increase substantially. Management believes that
competitive trends will continue to increase the number and percentage of the
Company's fee-for-service agreements.
Under fee-for-service agreements, the Company assumes the financial
risks arising from changes in patient volume, payor mix and third party
reimbursement rates. Fee-for-service arrangements also involve a credit risk
related to services provided to uninsured individuals. In addition,
fee-for-service contracts also have less favorable cash flow characteristics
than traditional flat-rate contracts due to longer collection periods. The
Company's working capital needs are generally a function of the acquisition of
new contracts or the conversion of fixed fee contracts to fee-for-service
contracts. As a result, the Company may require additional working capital in
the event of significant growth. The Company may experience a net use of cash in
its operating activities in future periods if the growth in fee-for-service
contracts continues.
The public and private sectors are experiencing increasing pressures to
restrain health care costs and to restrict reimbursement rates for medical
services. Any change in reimbursement amounts or practices could materially
adversely affect the operations of the Company unless the Company is able to
renegotiate satisfactory contractual arrangements with its clients and
contracted physicians. In addition, while the Company seeks to comply with
applicable Medicare and Medicaid reimbursement regulations, there can be no
assurance that the Company would be found to be in compliance in all respects
with such regulations. See "Business -- Government Regulations."
CLASSIFICATION OF PHYSICIANS AND NURSES AS INDEPENDENT CONTRACTORS; POTENTIAL
STATE AND FEDERAL TAX LIABILITY
The Company contracts with physicians and nurses as independent
contractors, rather than employees, to fulfill some of its supplemental staffing
obligations. Therefore, the Company has not historically, and the Company does
not currently, withhold federal or state income taxes, make federal or state
unemployment tax payments or provide worker's compensation insurance with
respect to such independent contractors. The payment of applicable taxes is
regarded as the responsibility of such independent contractors. Management
believes that classification of physicians and nurses as independent contractors
is standard industry practice and proper for federal tax purposes. A contrary
determination by federal taxing authorities or a change in existing law could
materially adversely affect the Company and its operations. Most state taxing
authorities either have not challenged or have accepted the classification of
contract physicians and nurses as independent contractors. The Company's records
for independent contractors have been reviewed by federal taxing authorities and
no significant issues have been identified. The Company is currently under
review by the Department of Labor. Management believes that the ultimate
resolution of this review will not have a significant effect on the Company's
financial position or results of operations. However, there are some states in
which the independent contractor classification of physicians and nurses is or
has been under administrative or judicial review.
RISKS OF EXPANSION
The Company's plans include a focus on the expansion of its business
through the addition of new management agreements with professional associations
in Louisiana, Texas and other areas. There can be no assurance that the
Company's resources will be sufficient to achieve such expansion or that upon
achieving such expansion its working capital and/or additional staffing will be
sufficient for its operating needs. In addition, the Company's management and
quality assurance procedures may not be sufficient in the event of such
expansion.
5
RISKS ASSOCIATED WITH FUTURECARE
The Company has or is committed to advance approximately $1.3 million
to capitalize the formation of a health maintenance organization ("HMO") through
its subsidiary, FutureCare, Inc. A portion of this amount is expected to be
reimbursed from the proceeds of a private placement offering of FutureCare, Inc.
In the event FutureCare, Inc. is unable to raise any proceeds from its offering,
the Company will not recover these expenses and this may adversely affect the
Company's results of operations. There can be no assurance that the HMO will be
profitable or that the Company will not be expected to provide additional
financing to support its development or operations.
The Company will provide management services to the HMO pursuant to a
management agreement. The Company has no prior experience managing an HMO and no
assurance can be given that the Company will successfully perform management
services under its agreement with the HMO. The Company may be exposed to
liability for mismanagement which could have an adverse effect on results of
operations if significant and either uninsured or underinsured.
DEPENDENCE ON MANAGEMENT
The success of the Company is dependent upon its management, including
the Company's Chief Executive Officer, William F. Borne. The Company maintains
key employee life insurance in the amount of $4.5 million on the life of Mr.
Borne; however, the Company has not entered into an employment agreement with
Mr. Borne. The loss to the Company of the services of Mr. Borne could materially
adversely affect the Company's operations. See "Management."
ADVERSE EFFECT OF STATE LAWS REGARDING THE CORPORATE PRACTICE OF MEDICINE
Business corporations are legally prohibited in many states from
providing or holding themselves out as providers of medical care. While the
Company has structured its operations to comply with the corporate practice of
medicine laws of states in which it operates and will seek to structure its
operations in the future to comply with the laws of any state in which it seeks
to operate, there can be no assurance that, given varying and uncertain
interpretations of such laws, the Company would be found to be in compliance
with restrictions on the corporate practice of medicine in such states. A
determination that the Company is in violation of applicable restrictions on
the practice of medicine in any state in which it operates could have a
materially adverse effect on the Company if the Company were unable to
restructure its operations to comply with the requirements of such state. Such
regulations may limit the states in which the Company can operate, thereby
inhibiting future expansion of the Company into potential markets in other
states.
CORPORATE EXPOSURE TO PROFESSIONAL LIABILITIES
Due to the nature of its business, the Company and certain physicians
who provided services on its behalf may be the subject of medical malpractice
claims, with the attendant risk of substantial damage awards. The most
significant source of potential liability in this regard is the alleged
negligence of nurses placed by the Company in home health care and supplemental
staffing settings. In addition, the Company could be exposed to liability based
on the negligence of physicians operating in the Company's outpatient surgery
centers. To the extent such nurses or physicians were regarded as agents of the
Company in the practice of medicine, the Company could be held liable for any
medical negligence of such persons. In addition, the Company could be found in
certain instances to have been negligent in performing its contract management
services for hospital and clinics even if no agency relationship between the
Company and such physician exists. There can be no assurance that a future claim
or claims will not exceed the limits of available insurance coverage or that
such coverage will continue to be available.
POSSIBLE INSUFFICIENCY OF LIABILITY COVERAGE
The Company maintains professional liability insurance; however, there
can be no assurance that any such claims will not be made in the future in
excess of the limits of such insurance, if any, or that any such claims, if
successful and in excess of such limits, will not have a material adverse effect
on the Company's assets and its ability
6
to conduct its business. There can be no assurance that the Company will
continue to maintain such insurance or that such insurance can be maintained at
acceptable costs. The Company's insurance coverage currently includes medical
malpractice, fire, property damage and general liability. There can be no
assurance that any claim will be within the scope of the Company's coverage or
that such claims will not exceed the Company's coverage.
POTENTIAL RESTRUCTURING OF HEALTHCARE DELIVERY SYSTEM THROUGH HEALTHCARE REFORM
PROPOSALS
President Clinton and members of Congress have made several proposals
for reform of the nation's health care system, including proposals limiting
payments under a Medicaid and Medicare programs. Many of these proposals contain
measures intended to control public and private spending on health care as well
as to provide universal public access to the health care system. If enacted,
such proposals are expected to result in a substantial restructuring of the
health care delivery system. The Company cannot predict what health care reform
legislation, if any, will be enacted. Significant changes in the nation's health
care system are likely to have a substantial impact over time on the manner in
which the Company conducts its business. Such changes could have a materially
adverse effect on the results of operations of the Company.
CHANGES IN HEALTH CARE REGULATIONS AND TECHNOLOGY
There can be no assurance that the Company will not be adversely
affected by future possible changes in medical and health regulations; the use,
cost and availability of hospitals and other health care services and medical
technological developments.
REIMBURSEMENT BY THIRD PARTY PAYORS
The Company and its subsidiaries are generally reimbursed by a variety
of third-party payors, with outpatient surgery reimbursements coming primarily
from insurance companies and patients, home care reimbursements coming primarily
from Medicare and Medicaid and supplemental staffing reimbursements coming
primarily from hospitals and other institutions. Accordingly, the Company may be
materially adversely affected in the event of future increased insurance
premiums, increased insurance deductibles, unavailability of insurance, changes
in policy exclusions covering specific types of disease or conditions or other
changes in medical and health insurance. The Company typically receives payment
between 15 and 120 days after rendering an invoice, although such period can be
longer. Accordingly, the Company's cash flow may at times be insufficient to
meet its accounts payable requirements. The Company at times has been required
to borrow funds to meet its ongoing obligations and may be required to do so in
the future, and the Company would be adversely affected if in the future it were
unable either to borrow funds or to borrow funds on terms deemed favorable by
management.
COMPETITION
The business in which the Company operates is highly competitive. The
Company is in competition with hospitals, nursing homes, temporary employment
companies and other businesses that provide home health care services, some of
which are large and established companies with significantly greater resources
than the Company.
RELATIONSHIP WITH OTHER ORGANIZATIONS
The development and growth of the Company's business depends to a
significant extent on its ability to establish close working relationships with
health maintenance organizations, preferred provider organizations, hospitals,
clinics, nursing homes, physician groups, and other health care providers.
Although the Company has established such relationships, there is no assurance
that existing relationships will be successfully maintained and that additional
relationships will be successfully developed and maintained in existing and
future markets.
7
FEDERAL AND STATE REGULATION
As a provider of health care services, the Company is subject to laws
and regulations administered by the various states. The Company is subject to
certain federal laws and regulations as a result of the certification of its
operations in the Medicare/Medicaid Program. Compliance with laws and
regulations could increase the cost and time necessary to allow the Company to
operate successfully and may affect the Company in other respects not presently
foreseeable. Loss of certification in the Medicare/Medicaid Program could
adversely affect the ability of the Company to effectively market its services.
CONTROL BY PRESENT STOCKHOLDERS
Officers and directors of the Company own approximately 34% of the
Company's outstanding Common Stock (approximately 32% assuming exercise of all
outstanding Warrants and Options). Accordingly, these stockholders will be in a
position to elect the entire Board of Directors of the Company for the
foreseeable future. See "Principal Stockholders."
DIVIDENDS NOT LIKELY
The Company has never paid cash dividends on its Common Stock, and it
is not anticipated that any will be paid in the foreseeable future. See "Price
Range of Common Stock and Dividend Policy."
DILUTION
The Company may issue up to 150,000 shares of Common Stock pursuant to
this Prospectus. In addition, the Company has reserved an aggregate of 153,871
shares for issuance upon exercise of outstanding Warrants and Options and will
likely grant additional options in the future. The issuance of additional shares
of Common Stock will have a dilutive effect on the current holders of the
Company's outstanding shares of Common Stock.
NO ASSURANCE OF A CONTINUED PUBLIC MARKET
There is no assurance that the public market for the Common Stock will
not be volatile, sporadic or limited. Accordingly, purchasers may not be able to
resell shares of Common Stock at or above their respective purchase price, and a
purchaser may not be able to liquidate his investment even at a loss without
considerable delay. A substantial number of shares of Common Stock are currently
tradeable in the public market or will become eligible for sale in the near
future pursuant to Rule 144 as promulgated under the Act. Sales of Common Stock
in the public market may have a depressive effect on prevailing market prices
for the Common Stock. See "Plan of Distribution and Selling Stockholders."
POSSIBLE ADVERSE EFFECT OF FUTURE ISSUANCES OF PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance of
2,500,000 shares, par value $.001 per share, of "blank check" preferred stock
(the "Preferred Stock") with such designations, rights and preference as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting, or other rights that could
adversely affect the voting power or other rights of the holders of the Common
Stock. In the event of issuance, the Preferred Stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company. The Company has no present intention to issue
any shares of its Preferred Stock. However, there can be no assurance that
Preferred Stock the Company will not be issued at some time in the future.
See "Description of Securities -- Preferred Stock."
CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO RESELL
A current prospectus relating to the shares offered for resale by the
Selling Shareholders must be in effect at the time of resale and the shares must
be qualified for sale or exempt under the securities laws of the applicable
state or states. The Company has undertaken and intends to file and keep
effective and current a prospectus which will
8
permit the resales of the Common Stock, but there can be no assurance that the
Company will be able to do so. In the event the Company is unable to maintain a
current prospectus due to lack of sufficient financial resources or for other
reasons, the Selling Stockholders will be unable to resell their shares in any
public market. Although the Company intends to seek to qualify for sale the
shares of Common Stock in those states in which the securities are to be
offered, no assurance can be given that such qualification will occur.
STATUS OF PERSONS RESELLING COMMON STOCK
Holders who subsequently resell shares of Common Stock to the public
pursuant to this Prospectus may be deemed to be underwriters with respect to
such shares for purposes of the Act with the result that they may be subject to
certain statutory liabilities if the registration statement is defective. The
Company has not agreed to indemnify any of the Selling Stockholders regarding
such liability. In addition, any profit on the sale of shares of Common Stock
might be deemed underwriting discounts and commissions under the Act. See "Plan
of Distribution and Selling Stockholders."
9
USE OF PROCEEDS
Any proceeds received from the issuance of shares of Common Stock
offered by the Company will be used for working capital and general corporate
purposes. The Company will receive no proceeds from the resale of shares of
Common Stock by the Selling Stockholders. See "Plan of Distribution and Selling
Stockholders."
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock commenced trading on the OTC Electronic
Bulletin Board in January 1994 and in August 1994, the Company's Common Stock
began trading on the Nasdaq SmallCap Market. The following table provides the
high and low prices of the Company's Common Stock as quoted by Nasdaq for the
periods indicated. Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.
1994 High Low
---- ------- -------
1st Quarter....................... $10 $ 8 1/2
2nd Quarter ...................... 9 1/2 6 3/4
3rd Quarter ...................... 8 3/4 6 1/2
4th Quarter ...................... 7 3/8 6 3/4
1995
1st Quarter ...................... $ 7 1/2 $ 6 3/4
2nd Quarter ...................... 11 1/4 6 3/4
3rd Quarter ...................... 12 9
4th Quarter ...................... 10 7 1/2
1996
1st Quarter ...................... $ 9 5/8 $ 7 1/2
As of July 15, 1996, the last sales price of the Common Stock was
$7.00 per share. The Company believes that there were approximately 163 holders
of record of the Company's Common Stock and approximately 600 beneficial
holders. The Company has not paid any dividends on its Common Stock and expects
to retain any future earnings for use in its business development.
10
CAPITALIZATION
The table below sets forth the capitalization of the Company at March
31, 1996. The table should be read in conjunction with the Company's financial
statements and notes thereto included elsewhere in this Prospectus.
MARCH 31,
1996
(in thousands)
Current portion of long-term debt and capital lease obligations....... $660
Long-term debt and capital lease obligations, net of current portion.. 630
Notes Payable to Related Parties...................................... 1,021
-----
Total Debt.......................................................... 2,311
-----
Stockholders' equity
Preferred stock, $.001 par value,
2,500,000 shares authorized, no
shares issued and outstanding..................................... -
Common stock, $.001 par value,
10,000,000 shares authorized;
2,583,864 shares issued and
outstanding(1).................................................... 3
Additional paid-in-capital.......................................... 1,977
Stock Subscriptions Receivable...................................... (79)
Retained Earnings................................................... 2,572
-----
Total stockholders' equity........................................ 4,473
-----
Total capitalization.............................................. $6,784
======
- ------------
(1) Does not include an aggregate of 153,871 shares of Common Stock
underlying outstanding Warrants and Options. See "Description of
Securities -- Warrants" and "Management -- Stock Options."
11
SELECTED FINANCIAL DATA
The selected financial data below as of and for the three years in the
period ended December 31, 1995 are derived from the Company's Financial
Statements, which have been audited by Arthur Andersen LLP and Hannis T.
Bourgeois & Co., L.L.P., independent public accountants. The selected financial
data as of and for the two years in the period ended December 31, 1992, and as
of and for the three months ended March 31, 1995 and 1996, is unaudited and, in
the opinion of management, includes all adjustments, consisting solely of normal
recurring adjustments, necessary for a fair presentation for such periods. The
information below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and the
financial statements and notes thereto included elsewhere in this Prospectus.
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------- --------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA
Service Revenue..................... $10,116 $8,604 $37,589 $28,902 $22,445 $18,131 $14,582
Gross Margin........................ 4,499 3,427 15,165 11,906 7,771 6,629 5,267
Operating expenses.................. 4,139 2,909 13,785 9,740 7,204 6,323 5,025
Operating income.................... 360 518 1,380 2,166 567 306 242
Income before income taxes and
minority interest................. 317 463 1,130 1,933 534 418 208
Net income.......................... 194 368 942 1,905 495 389 248
Earnings per common share........... .08 .14(1) .37(1) .75(1) .22(1) .17(1) .11(1)
Weighted average common shares 2,570 2,525 2,570 2,525 2,285 2,285 2,285
outstanding.......................
<CAPTION>
MARCH 31, DECEMBER 31,
----------------- ------------------------------------
BALANCE SHEET DATA: 1996 1995 1995 1994 1993(2)
---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C>
Working capital..................... $1,598 $878 $1,878 $2,202 $2,992
Total assets........................ 12,886 6,692 11,537 9,160 7,190
Long-term liabilities............... 1,651 1,816 1,490 1,536 642
Stockholders' equity(3)............. 4,473 4,092 4,274 4,042 4,071
- ------------------------------------
</TABLE>
(1) The Company acquired Surgical Care Centers of Texas, L.C., a Texas
limited liability company ("ASC"), on June 30, 1995 in a transaction
which was accounted for as a pooling of interest. Prior to the
acquisition by AMEDISYS, the individual members of ASC were responsible
for all income taxes; therefore, no income tax expense was recorded
through June 30, 1995.
(2) Prior to December 31, 1993, the Company operated on a fiscal year end
of March 31. On December 31, 1993, the Company adjusted its fiscal year
end to December 31, for accounting purposes.
(3) The Company has not declared or paid any dividends on its Common Stock.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company derives revenues from three sources: nursing services,
outpatient surgery and physician services. Nursing services revenues are derived
form fees for providing nurses in home health care settings and to hospitals and
other medical care providers under supplemental staffing arrangements.
Outpatient surgery revenues are derived from fees charged to patients and third
party payors for usage of the Company's surgery centers. Physician services
revenues are derived primarily from management fees charged to physician
practices and clinics under agreement.
Revenues are collected from Medicare, Medicaid, insurance companies,
hospitals and other institutions, doctors and patients. Average turnover for the
Company's receivables is approximately 70 days, with reimbursements collected
from 15 to 120 days after billing. Revenues are recorded on the accrual basis on
the date of service in amounts equal to the established rate or estimated cost
reimbursement rates. Allowances and contractual adjustments representing the
difference between established rates and estimated cost reimbursement rates are
also accrued and then deducted from gross revenues to determine net service
revenues.
In June 1995, the Company acquired all of the membership interests in
AMEDISYS Surgery Centers, L.C., formerly known as Surgical Care Centers of
Texas, LLC, a Texas limited liability company ("ASC"), in exchange for 1,000,000
shares of Company Common Stock. This transaction was accounted for as a pooling
of interest, and the Company's financial statements have been restated to
include the results of ASC for all periods presented. Prior to the acquisition
by AMEDISYS, the individual members were responsible for all income taxes;
therefore, no income tax expense was recorded through June 30, 1995.
The Company's results of operations include the results of its
wholly-owned and majority-owned subsidiaries, and their wholly-owned and
majority-owned subsidiaries. See "Prospectus Summary."
Primary components of expenses for the Company include salaries,
benefits and normal operating expenses.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995. The Company's revenue
increased by 17.5% during the first quarter of 1996 compared to the first
quarter of 1995. This revenue growth is primarily attributable to an increase in
the nursing services division which offset decreases in revenues in the
physician services and outpatient surgery center operations. Gross margins
increased 6.0% and general and administrative expenses increased 8.3% as a
percentage of revenue due to the increase of home health care in the business
mix. Home health care revenues are associated with higher general and
administrative expenses proportional to revenue than supplemental staffing and
the Company's other business segments because of the Medicare cost reimbursement
payment system. General and administrative expenses also increased because of
the addition of clinical personnel to the outpatient surgery centers and staff
increases in physician services in corporate development and operations.
Physician services was redesigned to a physician practice management model in
the fourth quarter of 1995.
Operating income as a percentage of revenue decreased by 2.6% in the
first quarter of 1996 compared to the first quarter of 1995 and net income
followed the same trend. All business segments were profitable in the first
quarter with physician services showing the most improvement in operating
income.
Physician services revenue declined 10.7% for the first quarter of 1996
compared to the first quarter of 1995 due to the Company's change from an equity
or ownership structure to a management model. The Company divested ownership in
its existing physician practices and replaced these arrangements with management
services agreements. The current contracts allow physicians to maintain control
of their practices and to benefit from corporate business systems and the
negotiating strength of a physician network. The Company's management agreements
are also more profitable than the previous ownership model. Decrease in cost of
revenue and general and administrative expenses were a result of restructuring
of the physicians' agreements from an equity to a management model and this
resulted
13
in higher operating income. Operating income of physician services increased to
$62,000 in the first quarter of 1996 from a loss of $73,000 in the first quarter
of 1995.
Outpatient surgery revenue declined 8.48% for the first quarter of 1996
compared to the first quarter of 1995. This segment also experienced a 14.1%
decline in operating income proportional to revenues in the first quarter of
1996 compared to that period in 1995 because revenue decreased. Reduced revenues
and operating income are due to lower fees for individual cases because of
discounting to managed care organizations and a greater number of Medicare and
Medicaid procedures. However, the Company's strategy is to increase volume by
increasing the number of participating physicians. In the first quarter of 1996,
the surgery centers in the Houston area had 55 participating surgeons compared
to 51 in the first quarter of 1995 and the center received 22 new applicants for
privileges. Net income decreased due to lower revenue and increased expenses
related to a decision to improve the quality of operations by increasing
clinical personnel and upgrading medical equipment. The Company believes this
strategy will result in higher revenues, high quality patient care and improved
services to participating physicians resulting in increased numbers of
physicians utilizing the centers.
Nursing services revenue increased 22.9% in the first quarter of 1996
compared to the first quarter of 1995 due to increases in home health revenue.
Increases in revenue are attributable to internal and external growth. Home
health care visits increased 60% from 54,000 visits in the first quarter of 1995
to 86,000 in the first quarter of 1996. The Company acquired two local home care
agencies and expanded its existing operations. Despite the increased revenues,
the nursing services segment experienced a decrease in operating income from
$301,000 in the first quarter of 1995 to $133,000 in the first quarter of 1996.
This decrease is due to increased expenses since home health care is cost
reimbursed by Medicare. Another factor in nursing services was a change in
Louisiana Medicaid from a cost reimbursed system to a fee for service system.
The change in the fee structure caused some losses prior to the necessary cost
adjustments. The revenue mix in nursing services was also greater in home health
care than supplemental staffing which affected overall income for the division
due to the nature of the Medicare cost reimbursement system.
YEARS ENDED DECEMBER 31, 1995 AND 1994. For the year ended December 31,
1995, the Company's revenues increased to $37,589,000 from $28,902,000 for the
year ended December 31, 1994, a 30% increase. The change is primarily
attributable to an increase in revenues generated by the Company's nursing
services division. Increased nursing revenues were a result of expansion of home
health care locations, acquisitions and internal growth in existing operations.
The Company acquired two independent home health care agencies in 1995. Home
health care visits increased 70% from 1994 to 1995.
Gross margin as a percentage of revenue decreased slightly to 40% for
1995 from 41% for 1994. General and administrative expenses as a percentage of
revenue increased by 3% for 1995 compared to 1994. The reasons for these changes
in gross margin and general and administrative expense are the following: (i) an
increase in home health visits by the nature of the cost reimbursement system of
Medicare is accompanied by an increase in the cost of revenue, (ii) decline in
the outpatient surgery revenue because of changes in the payor mix which reduced
revenues for individual cases, and (iii) the expansion in physician services
which required some start-up expenses before revenues were generated.
Operating income decreased by $786,000 or 36% for 1995 compared to
1994. Operating income was affected by an operating loss in two physician
clinics of $260,000, reduced margins in outpatient surgery, and increased
expenses in outpatient surgery to improve the quality of care.
The Company's net income of $942,000 in 1995 represented a decrease of
$964,000, compared to net income for 1994. The losses were due partially to a
loss of $349,000 in three of the Company's physician practices in which the
Company maintained an ownership interest. Ownership interests were divested in
the fourth quarter of 1995 and were replaced with management arrangements. The
Company's net income was also affected by lower net revenues in the outpatient
surgery segment of the business in 1995 compared to 1994. The decrease was due
to changes in the payor mix with a larger percentage of fees from Medicare,
Medicaid, and managed care organizations.
YEARS ENDED DECEMBER 31, 1994 AND 1993. The Company's revenues
increased to $28,902,000 for the year ended December 31, 1994, from $22,445,000
for the year ended December 31, 1993, a 29% increase. This increase is primarily
attributable to an increase in revenues generated by the Company's nursing
services division as a result
14
of expansion in home health locations and increased visits in existing regions,
as well as the start-up of the primary care division. Home health care visits
increased 102% from 1993 to 1994.
In 1994, the Company added four new home health care locations and it
acquired a home health care company in Northeast Louisiana. The Company entered
the primary care market through a joint venture with a clinic in Southeast
Louisiana in March 1994, and it has expanded those operations with four
affiliated clinics.
Although primary care services were still in a start-up phase, revenues
for this division grew to $1,001,000 for 1994. Revenues from physicians are
derived from physician office visits and clinical laboratory services. The
Company also generates management revenues in this business sector from managing
rural health clinics staffed by physicians and physician assistants.
Gross margins increased by 53% to $11,906,000 for 1994 from $7,771,000
for 1993. Increased gross margins are attributable to the increase in home
health care as part of the Company's business mix and changes in billing and pay
rates in supplemental staffing operations, as well as the start-up of primary
care.
General and administrative expenses increased by 35% to $9,740,000 for
1994, compared to $7,204,000 for 1993. The Company was able to control general
and administrative expenses by using internally developed resources for the
expansion of home health care and start-up of primary care.
The Company's operating income increased by 282% to $2,166,000 in 1994
from $567,000 in 1993.
Operating income was affected by start-up costs associated with opening
new home health care offices in 1993 and 1994 and initiation of primary care
operations. New regions of home health care were exceeding Medicare cost limits
which are the maximum Medicare will reimburse for home health care visits. By
the fourth quarter most regions were under their cost limits. Some of the
initial costs associated with starting home health care and primary care clinics
may be recovered according to Medicare regulations on cost reporting.
The Company's net income increased by 284% to $1,905,000 in 1994 from
$495,000 in 1993. This increase is a result of improved margins.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company had a revolving bank line of credit of
$3,500,000 bearing interest at the lender's prime rate. As of March 31, 1996,
$400,000 was available under the line of credit. The line of credit is
collateralized by 80% of eligible receivables in staffing and outpatient surgery
and 65% in home health care. Eligible receivables are defined principally as
trade accounts that are aged less than 90 days for staffing and outpatient
surgery and 120 days for home health care. As of June 12, 1996, the Company's
line of credit was increased to $4.5 million, with approximately $1 million
available under the line as of that date. To date, the Company has no other
source of external financing.
The Company used $610,951 in its operating activities during the first
quarter of 1996, whereas operating activities provided $483,668 during the first
quarter of 1995. Net cash used in investing activities increased from $78,674
during the first quarter of 1995 to $707,978 during the first quarter of 1996.
This increase is attributable to purchases of furniture, fixtures and equipment
during the first quarter of 1996. The Company's financing activities provided
$893,880 during the first quarter of 1996, whereas financing activities used
$556,928 in the first quarter of 1995. This increase is due primarily to an
increase in borrowings under the Company's line of credit and the issuance of
notes payable.
At March 31, 1996, the Company had working capital of $1,598,149 and
stockholders' equity of $4,473,087. The Company's ratio of total liabilities to
equity at March 31, 1996 was 1.88 to 1. The Company expects to have sufficient
resources from its current financing structure and sources of additional
financing to achieve its goals for 1996. However, the Company's sources of
external and internal financing are limited. Therefore, the Company may
15
need to obtain additional financing, either through public or private securities
offerings or borrowing, in order to meet future capital requirements.
In February 1996, the Company formed FutureCare, Inc., a Nevada
corporation ("FutureCare"), to establish a health maintenance organization
(HMO). The Company has provided $1 million in financing to FutureCare to enable
it to meet the capital requirements for an HMO license in Louisiana. As of June
30, 1996, the Company had committed to advance up to $300,000 in development
expenses which are expected to be reimbursed from the proceeds of a private
placement offering of FutureCare stock. The Company currently owns 51% of
FutureCare stock; however, upon completion of FutureCare's offering and the
licensing of the HMO, the Company will exchange its shares in FutureCare for a
19% interest in an HMO subsidiary of FutureCare . See "Business-FutureCare."
INFLATION
The Company does not believe that inflation has had a material adverse
effect on its results of operations. The Company expects that any increase in
costs attributable to inflation in the future would be offset by an increase in
fees charged for services.
SEASONALITY
The demand for the Company's home health, physician and management
services and outpatient surgery are not typically influenced by seasonal
factors. However, the demand for supplemental staffing services typically
decreases in the last quarter of the fiscal year due to the year-end cost
reduction strategies utilized by many hospitals and a decreased patient census.
The demand for supplemental staffing services typically increases during the
first and second quarter of the year.
16
BUSINESS
GENERAL
AMEDISYS, INC., a Delaware corporation ("Company"), is a provider of
alternative site health care and physician management services. The Company
provides home health care and supplemental staffing nurses and operates
outpatient surgical centers. The Company maintains 28 home health care and
supplemental staffing offices in eight states, and operates two outpatient
surgery centers in Texas, and is developing a surgery center in Louisiana. The
Company also manages home health agencies, physician practices and rural health
clinics and is the network manager of the Home Care Alliance of Louisiana.
The Company operates through the following subsidiaries: AMEDISYS
Staffing Services, Inc. and AMEDISYS Nursing Services, Inc. provide supplemental
staffing services; AMEDISYS Specialized Medical Services, Inc., AMEDISYS Home
Health, Inc. and AMEDISYS Home Health, Inc. of Texas provide home health
services; AMEDISYS Physician Services, Inc. provides management services to
physician group practices and rural health clinics; and AMEDISYS Surgery
Centers, L.C. operates two outpatient surgery centers in the greater Houston,
Texas area.
The Company's current strategy is to build a network of alternative
site providers which will support networks of physicians organized in
independent practice associations. Affiliations of physicians and alternative
providers, including home care networks and outpatient surgery centers offer
comprehensive and cost effective services to managed care organizations. These
networks can provide a panel of established physicians, alternative services to
hospitalization, and an existing management system designed to function
efficiently in a discounted fee arrangement or capitated ("pre-paid")
arrangement with a managed care organization or government agency.
NURSING SERVICES
HOME HEALTH CARE. Home health care is one of the fastest growing
segments of the Company's business mix. Home health care visits for the Company
increased 70% from 1994 to 1995. According to the Health Care Financing
Administration, home health care spending in the U.S. was $26 billion in 1995
with $17 billion spent in home health care nursing services. The annual industry
growth rate in home health care spending was 24% from 1986 to 1991 and 32% from
1992 to 1994.
Home health care has growth potential as payors strive to reduce
hospital stays. According to the SOCIAL SECURITY BULLETIN ANNUAL STATISTICAL
SUPPLEMENT, an average day in a hospital costs $1,756 and an average skilled
nursing visit in home care is $83. Even with pharmacy and home medical equipment
costs added to service charges, the savings potential of home care is
significant. With cost containment and reduction strategies at a premium in
Medicare, Medicaid and private health plans, the Company expects home care to be
an attractive alternative to hospital care.
Due to pressure from managed care organizations to contract with a
limited number of home care agencies and to select agencies with geographic
coverage, central intake systems of information, comprehensive services and
moderate fees, consolidation and affiliation trends are emerging. These trends
present acquisition and management opportunities for the Company. The Company is
continuing to build a critical mass of home care agencies through internal and
external growth. The Company acquired two local agencies in 1995.
In 1995, the Company also developed the Home Care Alliance of
Louisiana. This alliance is a consortium of independent home care agencies which
are Medicare certified and accredited by the Joint Commission on Accreditation
of Healthcare Organizations ("JCAHO"). The alliance is positioned to negotiate
with managed care organizations for discounted service fees and capitated
contracts. The Company serves as network manager and provides central intake and
business systems to the affiliated agencies.
Medicare is a significant payor of home care services. The federal
government has proposed changes in Medicare reimbursement which would convert
the system from cost reimbursement to prospective pay. The prospective pay
system allows agencies which control costs to become profitable entities. Other
changes, such as allowing managed
17
care organizations to enroll Medicare patients in their networks and capitate
contracts with providers, including home care agencies, will impact the home
care business. In the latter case, revenues are determined by the number of
patients in a network or contract rather than by patient visits.
The Company has positioned itself to handle changes in the home care
business by establishing systems that are necessary in the new health care
environment. The Company has a proprietary software system which features a
single entry system, integration of payroll and general ledger requirements with
accounting measures. The software package also has detailed multifaceted
reporting systems which meet Medicare and private insurance guidelines. The
Company currently leases its system to other agencies.
The Company currently has a well established network of 12 home health
care offices in Louisiana and four offices in Texas. The Company is
distinguished by its specialty home care services and a staff dominated by RNs
and professional therapists. In addition to these services, the Company expanded
its product line to include private duty, psychiatric home care and additional
rehabilitation services. The Company received JCAHO accreditation with
commendation in 1995 which assures managed care organizations, Medicare and
Medicaid, as well as physicians and patients, that the agency has met national
quality standards and places the Company in a competitive position for
state-wide and regional insurance, managed care and governmental contracts.
HOME HEALTH CARE MANAGEMENT SERVICES. The Company offers management
services to independent home care agencies through its resource management
division. Management services include home health licensing, regulatory
compliance, administrative support services, clinical support services, billing
and reimbursement systems and proposal and bid development.
SUPPLEMENTAL STAFFING. The Company has successfully provided
supplemental staffing services for 11 years. The industry has undergone many
changes and the Company has remained competitive by being reliable and
responsive to the needs of clients. The Company distinguishes itself from its
competitors in the following ways: (i) clinical managers at each office recruit
nurses and manage client services, (ii) 24-hour access to staffing coordinators
using computerized scheduling and information systems, (iii) rigorous
orientation and screening procedures, and (iv) a proprietary software scheduling
program which generates faster scheduling response time than traditional
methods.
The Company continues to diversify its services and client base to meet
a changing health care delivery system. Ancillary personnel such as physical and
occupational therapists are assigned to home care agencies and registered nurses
are placed in subacute care units of long term care facilities. These units
require a higher level of nursing skill than the facility typically must provide
to meet government requirements.
The Company also offers management of nursing pools employed by
hospitals to fill temporary needs. Hospitals can gain greater efficiency and
lower costs by sharing nurse resources across a hospital system or among
cooperating facilities. The Company has systems which facilitate this process.
The continuing trend of downsizing hospital staffs and the desire of
nurses to achieve flexibility and independence offer continuing opportunities
for recruiting qualified nurses for supplemental staffing. The Company believes
that strong staffing companies will continue to serve needs in high census
periods and in markets where hospital consolidation has peaked and core staffing
levels have been reduced.
The Company currently operates 12 offices which provide supplemental
staffing. Many of these offices share resources and costs with home care
services. The Company services 300 medical facilities in eight states with the
largest segment in Louisiana and Texas.
OUTPATIENT SURGERY
Outpatient Surgery is the newest element in the Company's business mix.
The Company entered the outpatient surgery market and expanded its service
delivery network through the acquisition of Surgical Care Centers of Texas, L.C.
in June 1995. This subsidiary operates two outpatient surgery centers in the
Houston, Texas area and recently changed its name to AMEDISYS Surgery Centers,
L.C.
18
The Company is currently building a new facility in Hammond, Louisiana
in a joint venture with area surgeons and other physicians. The Company plans to
strategically buy, build or manage surgery centers where they complement a
network of physicians or Company-owned alternative services. The Company
believes that this industry will grow due to advances in technology which allow
more procedures to be performed in the outpatient setting. Specifically,
endoscopic and laser technologies are reducing the invasive nature of certain
procedures and lowering the amount of time required in surgery and post-surgical
care. Pain management techniques are also a rising trend in outpatient surgery
procedures.
Medicare and commercial insurers are also recognizing outpatient
surgery centers as a cost effective delivery system and the number of approved
and reimbursed outpatient procedures have increased. As of May 1994, the U.S.
Department of Health and Human Services had approved a list of approximately
2,200 procedural codes that were covered by Medicare in an ambulatory surgery
setting. During 1995, industry sources estimate that nearly four million
procedures were performed in surgery centers nationwide.
Outpatient surgery centers have a strong appeal to physicians because
of flexible operating schedules, shorter turnaround times of operating suites
and a willingness to provide specialized equipment and personalized services for
the physicians and the patients. According to SMG Marketing Group, independent
surgery centers represented approximately 66% of all outpatient operating rooms
in 1994.
Through the acquisition of Surgical Care Centers of Texas, L.C., the
Company gained entry into the outpatient surgery market which expanded the
Company's service delivery network. In addition, outpatient surgery centers have
a higher earning potential than nursing services. As the Company expands its
outpatient surgery centers in Louisiana, this expansion will provide physicians
participating in Company- affiliated independent practice associations an
opportunity to provide services within the AMEDISYS network and have an
alternative to costly hospital services. The Company believes that this feature
will have a high value to physicians who want to assume some risks with
capitated fees, a developing national trend.
Since acquisition of the surgery centers in June 1995, managed care
agreements have been negotiated with new companies in the Houston market and the
Company is aggressively increasing the number and variety of surgeons utilizing
the centers. The Company has also purchased new equipment and expanded hours of
operation.
PHYSICIAN SERVICES
Physician Services consists of physician practice management services
and development of independent practice associations ("IPA"). The Company
believes that physician practice management companies are positioned for
significant consolidation. According to the Medical Group Management Associates
(MGMA), there are approximately 600,000 physicians in the U.S., and 16,500
medical groups to which 185,000 physicians belong. Less than 5% of all group
practices have been acquired or are affiliated with investor owned physician
practice management companies.
In the Company's system, the physician can remain independent but have
access to information and business systems which allow the practice to remain
competitive. The physician can choose to use the Company's management services
or to join an IPA developed and/or managed by the Company. Leverage in
negotiating contracts with managed care organizations is a key reason physicians
belong to an IPA. Negotiating strength is particularly attractive in capitated
(prepaid) managed care contracts. According to MGMA, 53% of all group practices
derived revenue from at-risk managed care contracts in 1994. Capitated managed
care revenue rose from 13% in 1992 to an average of 20% of total medical
revenues for all group practices in 1993, while at-risk discounted
fee-for-service revenues held steady at 10% of total revenue. The percentage of
groups that derived revenue from at-risk HMO / PPO contracts rose with group
size in 1994. For large groups with 76 to 150 full-time physicians, this
percentage has increased steadily since 1992. In 1994, 85% of such groups
derived revenue from at-risk contracts.
The Company's affiliated IPAs have a higher percentage of primary care
physicians than traditional IPAs. Primary care physicians are the first access
point to the managed care system. Managed care emphasizes primary care, and
efficiently delivered services at an affordable cost. Providers give managed
care organizations discounted fees for a volume of patients. In capitated
arrangements, managed care organizations pre-pay physicians for their services
with
19
a negotiated flat fee per patient in the plan regardless of the services
performed. Providers, including physicians and hospitals, form integrated
networks to achieve a critical mass of patients which are attractive to large
managed care groups. The Company is positioning itself for continuing
integration and consolidation by developing physician practice management and
IPA network services to assist physicians in remaining independent but aligned
in a larger entity.
The differentiating feature of the Company's system is that the IPAs
are linked with alternative site providers such as home health care and
outpatient surgery so that a strategic alliance of cost effective services can
be "bundled" in the future to accept multi-provider capitation. Such a system
could deliver quality health care at a significantly lower cost. Hospital
services could be included or excluded from such an arrangement. If hospital
services are included it would be on a per diem arrangement. Bed days would be
rented or contracted rather than owned. Since the hospital is the most expensive
provider in a health care delivery system, eliminating a portion of hospital
overhead would reduce costs of the total system. Specialty home care can deliver
many services previously requiring hospitalization. Outpatient surgery has also
expanded to provide laser and endoscopic procedures to achieve the same outcomes
produced by more invasive, hospital based techniques.
The Company believes that managed care organizations want to continue
to reduce hospital costs. By creating networks of alternate site providers and
linking them with physician networks, a "virtually integrated" health care
delivery system is achieved. As the system grows and requires more technology in
data collection, information systems and accounting and financial systems, these
services can be developed and owned or contracted depending on cost analysis and
quality control variables. A virtually integrated system can be therefore
expanded with speed and less capital than those required by traditional hospital
based systems. As networks are developed locally but concentrated in strategic
regions, the possibility of linking a wider geographic area is created.
FUTURE CARE
In February 1996, the Company formed FutureCare, Inc., a Nevada
corporation, to organize and operate a preferred provider network ("PPO");
provide health care services to independent health care providers, including
IPAs; and to merge with and capitalize FutureCare Health Plans of Louisiana,
Inc. ("Health Plans") which is expected to be licensed as a health maintenance
organization ("HMO") in the state of Louisiana. Upon licensing of the HMO,
Health Plans will merge with and become a 70% owned subsidiary of FutureCare.
The Company currently owns 51% of FutureCare. Ownership will be reduced
to 19% of Health Plans. Upon completion of an offering to capitalize FutureCare
and licensing of the HMO and the merger with Health Plans, the Company's The
Company owns approximately 33% of Health Plans and has provided $1 million in
cash to Health Plans in order to enable it to meet the capital requirements for
licensing as an HMO in the State of Louisiana. In addition the Company has
committed to advance up to $300,000 in start-up expenses which are expected to
be reimbursed upon completion of a private placement of FutureCare stock.
FutureCare plans to enter into a management agreement with the Company
whereby the Company will become the exclusive manager and administrator of
non-medical services relating to the operation of the network and the network
HMO. Pursuant to the management agreement, the Company will manage and
administer the network's day-to-day business functions, which include, but are
not limited to, assuming the responsibility for the administrative, accounting,
payroll and personnel functions relating to the provision of health services by
its participants on behalf of the network. Under the management agreement, the
Company will also bill and collect the fees for medical services provided by
network participants, maintain all files and records, negotiate and administer
all contracts, and provide consulting services to network participants in
connection with the procurement and administration of professional liability
insurance and the employment of personnel. The Company will also assist in the
implementation of appropriate marketing programs on behalf of the network.
The Company will utilize a combination of the its current management
information systems, management information systems to be developed and third
party management information systems to fulfill its duties under its management
agreement with FutureCare. These data processing systems will be designed to
support customer service, health care cost management and corporate management.
The systems will also be supported by custom applications that will be developed
to meet the unique needs of FutureCare's expected customers and products. The
Company also
20
plans to utilize an information system that will provide current statistics on
operational and financial performance, utilization and other cost data, sales
and revenue trends, health care cost trends and relative performance of
FutureCare as compared to its competitors.
FutureCare intends to develop an integrated network comprised of health
care service providers such as IPAs, physicians, homecare companies, ambulatory
medical centers, durable medical equipment companies and other health services
organizations. The network will coordinate the delivery of health care services
by such providers to employees and other persons eligible to receive covered
services under the health care plans of certain employers, unions, governmental
agencies, associations, and other entities in consideration of the payment of a
service fee. The network will, where appropriate, also enter into agreements
with certain self-insured groups and various health maintenance organizations,
preferred provider organizations, insurance companies and other third parties
and entities to provide a full range of health services through the network PPO
and network HMO. Once the network HMO is properly capitalized and approved for
operation in the State of Louisiana, network participants will be integrated
into the HMO for purposes of providing multi-provider capitation to IPA's and
managed care organizations and, where appropriate, prepaid health services to
various purchasers of health care services.
As a result of competitive pressures, the Company believes physicians
and other health service providers are encountering a changing environment in
which traditional private health services are being adversely affected by
increasing administrative, liability and reimbursement constraints and
complexities. Concerns over the accelerating costs of health care have resulted
in the increasing prominence of managed care and a decline in the once
traditional fee-for-service medicine. Managed care typically involves a third
party (frequently, the payor) assuming responsibility for ensuring that health
care is provided in a high quality, cost-effective manner.
The Company believes that this recent focus on cost containment has
particularly placed small to mid-sized physician groups and individual practices
at a disadvantage. These practices typically lack the capital to expand, develop
information systems and purchase new technologies, which often improve quality
of care and reduce costs. The Company believes they also lack the cost
accounting and quality management systems necessary to allow physicians or
physician organizations such as IPA's to enter into sophisticated risk-sharing
contracts with private third party payors. Additionally, the Company believes
that small to mid-size groups and individual practices often do not have formal
ties with other providers nor do they have the ability to offer a variety of
medical services, thus reducing their competitive position relative to larger
provider organizations. In order to remain competitive in the changing medical
services environment, physicians and other providers are increasingly
affiliating with larger organization which offer skilled and innovative
management, access to other health services providers, payors and their
enrollees, sophisticated information systems, greater capital resources and more
efficient cost structures.
The Company believes fully integrated networks of physicians and other
health service providers provide significant advantages to patients, physicians
and payors. Patients will benefit from the convenience of multiple services
delivered efficiently, while physicians and other providers benefit from having
supplemental management and administrative resources in a governance structure
that permits them to continue to dedicate their time and efforts to the growth
of their professional practices or other activities. Through the development of
integrated systems and operating efficiencies, the Company believes that it will
be possible to lower the cost of services provided. Consequently payors will
benefit from contracting with networks of efficient providers. Further, the
Company believes the formation of an integrated delivery network will afford the
Company significant opportunities for cross-referrals between network
participants, volume contracting with payors and their intermediaries and
expanded service capabilities.
The extensive managed health care provider network to be developed by
FutureCare should enable it to offer a comprehensive array of managed health
care plans throughout Louisiana. The network will include the network HMO, the
network PPO and specialty managed care and ancillary networks, as appropriate.
In establishing the network, FutureCare plans to enter into contracts with a
sufficient number of qualified providers in each geographic areas to serve its
members. These contracts are intended to control the cost of health care. As a
result, the Company expects to reduce or eliminate the need to utilize
out-of-network providers that are not subject to the Company's cost controls.
21
The FutureCare network, including the network PPO and network HMO and
their planned broad service offering, should enable it to pursue growth
opportunities throughout Louisiana. The Company believes that in the present
Louisiana health care environment there is greater opportunity for growth of
managed health care services in the individual and small employer group segment
than in the large employer group marketplace, due to the lower market
penetration of managed health care and the greater fragmentation in the
individual and small employer group market.
Competition in the market for large employer groups in Louisiana has
intensified as employers have reduced personnel as well as the number of health
care providers with which they contract. While total managed health care
industry enrollment in Louisiana has continued to increase, the industry has
been consolidating, primarily through a number of mergers and acquisitions. The
Company believes that the ability to offer statewide service and a range of
specialty managed care programs will allo it to achieve greater economies of
scale in the prevision of more cost-effective health care services and has
become a key competitive factor in attracting and retaining large employer group
accounts.
HEALTH CARE REFORM
The federal government's initiative to reform the American health care
delivery system failed in the 103rd Congress. However, the need to reduce the
escalation of costs of the Medicare and Medicaid programs still exists. The
outlook is uncertain about the method that will evolve to meet the need. Some
states have established waiver programs which allow innovations in the
administration of Medicaid programs. These programs such as TenCare in the state
of Tennessee are using managed care approaches to reduce costs. Private
insurance programs have also attracted Medicare enrollees in customized managed
care programs. The Company anticipates that these trends will continue.
BILLING AND REIMBURSEMENT
Revenues generated from the Company's home health care services are
paid by private insurance carriers, HMOs, PPOs, individuals, Medicare, Medicaid
and other local health insurance programs. Medicaid is a federally funded
program available to persons with certain disabilities and persons aged 65 or
older. Medicaid, a program jointly funded by federal and state governments, and
other local governmental health care programs, are designed to pay for certain
health care and medical services provided to low income individuals without
regard to age. Home health care management services are paid through a
contractual agreement between the Company and the client home health care agency
or managed care organizations. The Company writes proposals and negotiates
contracts on behalf of the Home Care Alliance of Louisiana.
The Company has 16 offices which are licensed to provide home health
care services and accept Medicare payments. Medicare reimburses the Company for
covered items and services at the lower of the Company's costs, as determined by
Medicare regulations, and cost limits established by the Health Care Financing
Administration. The Company submits all Medicare claims to a single insurance
company acting as a fiscal intermediary for the federal government. The Medicaid
system follows similar reimbursement guidelines. Supplemental staffing services
are billed directly to health care facilities. Physician management fees are
collected directly from managed practices.
Outpatient surgery fees are collected from commercial insurance
systems, HMOs, PPOs, Medicare and Medicaid programs.
DATA PROCESSING
The Company maintains central computerized management information
systems including payroll, billing and other administrative functions at its
corporate headquarters. The information systems department has devised programs
for computerized scheduling, a personnel system which monitors personnel
recruitment and utilization and a tracing system for monitoring client
utilization of services.
The Company has a proprietary software program which features a single
entry system that allows data to flow through accounting, general ledger,
payroll and billing and meet the extensive cost reporting requirements for
Medicare reimbursement of home health care services.
22
Each regional office site is linked electronically to the corporate
accounting and information system. This feature allows management to monitor
daily business activities and produce management reports. The system promotes
accuracy in payroll and business systems and controls the daily pay system for
field nurses in staffing.
QUALITY CONTROL AND IMPROVEMENT
As a medical service business, the quality and reputation of the
Company's personnel and operations are critical to the Company's success. The
Company has implemented quality assurance programs and policies and procedures
in its subsidiaries at the corporate and regional levels. The Company strives to
meet guidelines set forth by the Joint Commission on Accreditation of Health
Care Organizations on an ongoing basis as well as state and federal guidelines
for Medicare and Medicaid licensure. The Company's home health care offices
received JCAHO accreditation with commendation in January 1995.
The Company maintains an active quality assurance staff who make
periodic on-site inspections of regional offices to review systems and
operations. An education division is also part of quality assurance operations
and conducts educational and training sessions at regional sites, as well as
disseminating continuing education materials to regional offices.
RECRUITING AND TRAINING
The Company's human resources department works with corporate and
regional personnel to maintain active recruiting efforts for all levels of
personnel. The Company recruits health care personnel by offering competitive
compensation, variety and stability in work settings and a close communication
network which includes frequent contacts by staffing personnel, administrators
and directors. The Company offers daily pay to nurses who provide staffing
services. The daily pay system allows immediate payment for services performed
on a particular day or any day in the payment period. This system is a
competitive recruiting and retention feature. The Company is available to nurses
and ancillary personnel through a 24 hour direct communication system
encompassing regional staffers and central call personnel. Most nurses are
recruited by referral from active nurses within the network. The Company also
places advertisements in local newspapers and in direct mail solicitations. Each
office has registered nurses who act as clinical directors and many of these
nurses are active in professional associations. Administrators are also active
in professional and business associations.
The Company has uniform procedures for screening, testing and verifying
references on field personnel, as well as utilizing criminal checks where
appropriate. All nurses must have one year of experience and active RN or LPN
licenses from their respective state boards of nursing. Therapists are licensed
through the appropriate authorities. Unlicenced health care personnel must
present documentation of certification through a state approved program or, if
acceptable to health care authorities, have evidence of prior experience in
patient care in hospitals, nursing homes or home health care agencies. Medical
field personnel are assigned to patient care after credentials and references
are verified. Employees are oriented to the Company's policies and procedures.
The Company has an in-service training program for home health aides
which it believes is in compliance with government regulations.
Managers and support personnel are recruited through newspaper
advertising, association networking and referral. The Company offers upward
mobility, good benefits including a health coverage program, 401K plan, a
cafeteria plan and the challenge of working in a growth oriented company. The
Company also offers a stock option plan which is administered by the
Compensation Committee of the Company's Board of Directors.
Education and training programs are offered through the Company's
education department which is part of the quality assurance division.
Educational meetings are held for specific groups within the Company at which
various trends and operational procedures are discussed. Employee quarterly
meetings are also held and at that time senior managers give progress reports
and receive input and address concerns of employees.
23
GOVERNMENT REGULATION
The Company's home health business is highly regulated by federal,
state and local authorities. Regulations and policies frequently change and the
Company monitors changes through trade and governmental publications and
associations. Managers participate on various licensing and association boards.
The Company's home health care subsidiary is certified by the Health Care
Financing Administration and is therefore eligible to receive reimbursement for
services through the Medicare system.
Home health care offices have licenses granted by the health
authorities of respective states. Texas and Louisiana do not currently require a
Certificate of Need which some states require to establish a home health care
agency. Texas requires licensure and currently new licenses are being issued. In
both states, each location must be licensed and service areas are determined by
the state legislatures. Currently JCAHO accreditation of home health care
agencies is voluntary. However, managed care organizations use JCAHO
accreditation as a minimum standard for regional and state contracts.
The Company's regional offices work with client hospitals to follow
their protocol for supplemental staffing to meet the standards for JCAHO, which
includes verification of licensure and/or certification.
Outpatient Surgery centers require a Certificate of Need in some states
and are regulated by state and federal guidelines.
In its Physician Services division, the Company manages rural health
clinics for physician practices and rural hospitals. These clinics are regulated
by federal and state guidelines and the policies of Medicare and Medicaid
reimbursement systems. The Company meets all of these guidelines.
The Company strives to comply with all federal, state and local
regulations and has satisfactorily passed all federal and state inspections and
surveys.
24
COMPETITION
The competition for the Company's nursing services consists of national
and local providers. According to Marion Merrill Dow 1995 Institutional Digest,
the number of home health care agencies in the U.S. rose by 16% from 1993 to
1994. Home care agency chains accounted for 31.6% of all home health care
agencies in 1994. The Company believes it can compete and increase market share
by establishing strong statewide networks of offices, aligning with other
independent home health care agencies in networks to increase service areas,
offering comprehensive services with central intake features and continuing to
meet quality standards defined by JCAHO. Another key component in attracting
market share is loyalty in referring physicians. The Company currently has 1,500
physicians in its referral base. The Company has also invested in software
development which can produce utilization and data reports desired by government
and commercial insurance companies. These steps will put the Company in a
position to secure primary or preferred provider contracts with statewide
managed care organizations and maintain a strong Medicare patient population.
The Company's market niche of providing the latest technology and
pharmacology at home attracts a large referral network of primary care and
specialist physicians. Patients are referred by physicians and/or insurers. The
Company provides skilled nursing care that includes antibiotic therapy through
intravenous infusion, administration of oncology medication, care of children
with congenital anomalies and care of HIV and AIDS patients. Physicians
recognize that the skill of the Company's nurses and technology allow the
Company to provide alternative services to hospital care. These services are
reimbursed at a higher rate by payor sources than general home health care of a
maintenance or custodial nature.
The Company has been in the supplemental staffing market for 11 years
and established a reputation for quality of personnel, reliability and
responsiveness. Attention to reducing and monitoring costs of operations while
maintaining competitive pay for nurses, therapists and other field staff
personnel have enabled the Company to maintain and/or grow market share. A
volume based incentive system for regional administrators and managers also
spurs growth in revenue and encourages personnel to identify new service niches.
The Company's staffing services also compete with hospital per diem
staffing pools. In markets where hospitals share system-wide services and have a
need for a shared employee program, the Company has a management program it can
offer. The program offers a hospital staffing pool, computerized scheduling,
experienced staffing coordinators, 24-hour access to pool nurses and staffing
personnel, as well as personnel screening systems.
The outpatient surgery segment of the Company's business competes with
hospital facilities in its geographical area. The Company believes its centers
have well established physician referral sources and operating physicians. The
centers offer flexibility in scheduling, good turnaround times in surgical
suites, personalized service and access to technology. The Company has been
aggressive in seeking contracts with managed care organizations. Since managed
care organizations can replace traditional referral patterns with their own
provider networks, the Company's outpatient surgery centers can protect and
build market share by being a provider in the managed care networks. The centers
have also been seeking a wider variety of specialists to perform procedures to
increase surgery cases to compensate for some reductions in per case
reimbursements by managed care organizations.
In the physician practice management and IPA industries, the Company
competes with regional and national companies. The industry is new and growing
rapidly as physicians position their practices for the changes in health care.
The Company believes that it can effectively develop market share because it is
building its networks on alternative site provider services and networks. The
system is "physician friendly" and keeps the physician in control of their
practice while offering a network of services which are alternatives to hospital
procedures. The physician also gains negotiating leverage and is relieved of
some of the cumbersome business operations required in the current medical
business environment.
25
BUSINESS DEVELOPMENT
The Company is committed to growth in each of its service segments. The
Company has a development team which seeks acquisitions and start-up
opportunities in home health care, staffing, physician management and network
services, and outpatient surgery. Members of the team consist of product line
presidents and consultants.
The business development department has driven internal growth by
developing a comprehensive program to support business development of ongoing
business operations. A consistent corporate identity is maintained and has been
facilitated by the Company adopting the AMEDISYS name in the parent company and
its subsidiaries. All sales and educational materials are created in the home
office. Business development personnel assist regional personnel in developing
advertising and educational campaigns and recruiting activities. Business
development tools, including specialized presentation materials, customer
service programs and client satisfaction surveys are also developed in the home
office and implemented regionally.
The home office assists regional managers in developing a business
development plan and results of development efforts are monitored on a daily and
weekly basis with a computerized information system.
Identifying new market niches by working with corporate and regional
operational managers is an ongoing process. Regional efforts of administrators
and managers are supported by community relations' directors and client service
coordinators as well as staffing coordinators.
EMPLOYEES
As of March 31, 1996, the Company had 413 full time employees,
excluding part time field nurses and other professionals in the field. Full time
employees include 6 in administration, 62 with operational responsibilities
including regional administrators and directors, 300 staff nurses and other
allied health professionals and 45 staffing coordinators and clerical employees.
Administrators and corporate managers are salaried. Regional
administrators and managers receive a salary and are entitled to an incentive
program based on budgeted revenue and earnings of the region. Staffing
coordinators and clerical staff are paid hourly wages. Employees are paid
semi-monthly. The Company contributes to a group health insurance program for
each eligible employee and offers a 401K plan as well as a cafeteria 125 plan.
The Company has a stock option plan in place and stock options are granted by
the Compensation Committee of the Board of Directors.
Supplemental staffing nurses are paid on a contractual shift basis.
Home health care employees who are field staff may be paid on an hourly or
per-visit basis. The Company believes its employee relations are good. The
Company maintains an employee committee of elected representatives of each
department and division of the Company. The employee committee meets monthly and
makes recommendations to the Company's administrative group. It also elects an
employee for a recognition award for outstanding accomplishments on a monthly
basis.
INSURANCE
The Company maintains casualty coverage on its corporate and regional
operations, including general and professional liability insurance and
automobile insurance. Management believes that the limits of coverage carried by
the Company are adequate for its operations. The Company maintains a self funded
workers' compensation fund in Louisiana. In all other states where it conducts
business, the Company maintains workers' compensation coverage with "A" rated
insurers. All of the Company's employees are bonded.
26
PROPERTIES
The Company presently leases approximately 21,000 square feet for its
executive offices located at 3029 South Sherwood Forest Boulevard, Baton Rouge,
Louisiana. The lease provides for a basic monthly rental rate of approximately
$11 per square foot and expires on October 31, 1997, with a five year option to
renew at the same rate. The Company has an aggregate of 42,500 square feet of
leased space for regional offices pursuant to leases which expire between March
1996 and September 2006. Rental rates for these regional offices range from $9
per square foot to $22 per square foot with an average of $11 per square foot.
Some lease rates include utilities. The Company believes its facilities to be
adequate for its current needs.
The Company acquired two outpatient surgery centers in the Houston,
Texas area in connection with the acquisition of Surgical Care Centers of Texas,
L.C. on June 30, 1995. These centers have an aggregate of 20,000 square feet. Of
the total square footage, 8,000 square feet are leased and the rest is owned.
The space encompasses seven surgery suites, pre-op and post-op areas, business
offices and consultation and waiting areas. The outpatient surgery centers are
equipped with modern technology and equipment for surgery, lab and limited
diagnostic testing equipment.
LEGAL PROCEEDINGS
From time to time, the Company and its subsidiaries are defendants
arising in the ordinary course of the Company's business. While the outcome of
these lawsuits cannot be predicted with certainty, management believes that the
resolution of these matters will not have a material adverse effect on the
Company's financial condition or results of operations.
In connection with the acquisition of Surgical Care Centers of Texas,
L.C. ("SCC"), Mr. Glenn D. Rodriguez, the then president of SCC was terminated.
In September 1995, Mr. Rodriguez initiated a lawsuit filed in Harris County,
Texas, naming as defendants William F. Borne, the Company and Surgicare alleging
wrongful termination and slander, seeking monetary damages. The Company denies
the plaintiff's allegations and plans to vigorously defend the lawsuit.
Discovery has not commenced and it is not possible to predict the ultimate
outcome of the lawsuit and what impact, if any, its resolution will have on the
Company's financial position or results of operations.
27
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
NAME AGE POSITION
---- --- --------
William F. Borne 38 Chief Executive Officer and Director
Promod K. Seth 45 Chief Operating Officer
Mitchel G. Morel 36 Chief Financial Officer
Irvin T. Gregory 58 President, Outpatient Surgery and Director
Lynn S. Bernhard 39 President, Nursing Services
Barbara C. Carey 49 Secretary/Treasurer
William M. Hession 44 Director
Dr. Karl A. LeBlanc 43 Director
Dr. Alan J. Ostrowe 55 Director
Dr. Boris L. Payan 63 Director
WILLIAM F. BORNE founded the Company in 1982 and has served as chief
executive officer since that time. Mr. Borne was an intensive care supervisor
for Key Nursing Corporation from June 1982 to July 1983 and director of nursing
at West St. James Hospital in Vacherie, Louisiana from 1980 to 1983. Mr. Borne
is a registered nurse who worked clinically in specialty and medical-surgical
areas with supplemental staffing agencies in New Orleans from 1979 to 1980. Mr.
Borne is a graduate of the Charity Hospital School of Nursing.
PROMOD K. SETH has served as chief operating officer since December
1995. From 1992 to 1996, he was an independent consultant and investment advisor
and, from 1991 to 1992, he was regional administrator of Devereaux, Inc. From
1989 to 1991, Mr. Seth was a consultant to Methodist Hospital in Houston, Texas.
Mr. Seth received an M.S. degree in physics from Delhi University in Delhi,
India and an M.B.A. from Louisiana State University. He is licensed as a CPA in
the state of Texas.
MITCHEL G. MOREL has served as chief financial officer of the Company
since June 1994 and served as vice president of finance from February 1991 to
June 1994. From October 1989 to January 1991, Mr. Morel served as comptroller of
a subsidiary of the Company. From March 1988 to October 1989, Mr. Morel was a
senior accountant at the certified public accounting firm of Ellis-Apple and Co.
Mr. Morel received a B.S. degree in business administration from Louisiana State
University. He is licensed as a CPA in the state of Louisiana.
IRVIN T. GREGORY has served as a director of the Company and as
president of the Company's outpatient surgery division since August 1995. He
served as the vice president of development and as a director of The Company
Surgery Centers since January 1995. Mr. Gregory has 30 years of management
experience in the health care field that includes services as regional vice
president for Surgical Partners of America, Inc., a Vivra, Inc. New York Stock
Exchange subsidiary, executive vice president of Medical Care International (now
Med America), and vice president development for the Lifemark Hospital Division
of Lifemark Corporation. Mr. Gregory filed a petition under Chapter 7 for
personal bankruptcy in November 1994. Mr. Gregory has a B.S. degree in
management from the University of Southwestern Louisiana.
28
LYNNE S. BERNHARD has served as president of the Company's nursing
services division since January 1994. Ms. Bernhard has also served in a variety
of positions with a subsidiary of the Company since 1988. Prior to her
affiliation with the Company, Ms. Bernhard was director of home health care
services for Medical Personnel Pool in Baton Rouge from August 1985 to September
1988. Mrs. Bernhard has a nursing degree from Southern Arkansas University and
she attended the College of St. Frances in Tollier, Illinois.
BARBARA C. CAREY has served as secretary/treasurer since March 1994 and
as vice president of corporate communications of the Company since October 1993.
From July 1989 to October 1993, she served in a variety of positions with a
subsidiary of the Company. She has a Bachelor of Arts and Masters degree in
speech from Louisiana State University and an M.B.A. from Tulane University.
WILLIAM M. HESSION, JR. has served as a director of the Company since
July 1983. Mr. Hession has served as president of Key Nursing Corporation since
1982 and as president of Key Medical Supply Inc. since 1992. He served as
consulting director of Nursing Services in Metairie, Louisiana from 1979 to
1982. Mr. Hession was director of nursing at Assumption General Hospital in
Napoleonville, Louisiana from 1977 to 1978. He worked as a staff nurse in the
intensive care unit at West Jefferson Hospital in New Orleans, and at Thibodaux
General Hospital in Thibodaux, Louisiana in 1976. Mr. Hession received a nursing
degree from Nicholls State University.
DR. KARL LEBLANC has served as a director of the Company since June
1993. Dr. LeBlanc has practiced in the area of general surgery since 1983. He is
on staff at Our Lady of the Lake Regional Medical Center, Baton Rouge General
Medical Center and Woman's Hospital in Baton Rouge, Louisiana. He received his
M.D. from Louisiana State University Medical Center in 1978, and a B.S. degree
from the University of Southwestern Louisiana. Dr. LeBlanc received an M.B.A.
from Louisiana State University in 1992.
DR. ALAN J. OSTROWE has served as a director of the Company since July
1994. Dr. Ostrowe has practiced in the area of anesthesiology since 1971 and
pain management since 1991. He is on the medical staff of Our Lady of the Lake
Regional Medical Center, Baton Rouge General Medical Center, Medical Center of
Baton Rouge and the Woman's Hospital of Baton Rouge. He received his M.D. from
New York Medical College in 1966. He is on the board of directors of GulfWest
Oil Company and is the medical director of one of the Company's subsidiaries.
DR. BORIS L. PAYAN was elected to the Board of Directors in February
1996. Dr. Payan has practiced in the area of anesthesiology since 1962. Dr.
Payan has served as a director of The Company Surgery Centers since 1978. He
received his M.D. from the University of Havana, Cuba and completed a year of
internship at Curie Hospital in Cuba and a second year at Methodist Hospital in
Houston. He did his residency at St. Luke's Hospital, St. Joseph's Hospital and
at Baylor College of Medicine in Houston. He is on staff at Southern Medical
Center. He is a director on the board of First Bank of Houston.
Directors serve until the expiration of their term at the annual
meeting of stockholders. All officers serve at the discretion of the Board of
Directors. Directors receive hourly compensation of $100 for board meetings and
reimbursements for reasonable out-of-pocket expenses to attend Board Meetings.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company to the Chief Executive Officer during 1995.
There were no other executive officers whose total annual salary and bonus
exceeded $100,000 during 1995. The Company maintains a disability insurance
policy and life insurance policy on Mr. Borne under which the Company is a
beneficiary. These policies are pledged as collateral for a bank loan of the
Company. The named executive officer receives perquisites and other personal
benefits in amounts less than 10% of his total annual salary and bonus.
29
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- ------------
NAME AND TITLE YEAR SALARY BONUS OPTIONS
-------------- ---- -------- ------- ---------
William F. Borne, 1995 $130,000 $20,000 3,250
Chief Executive Officer 1994 101,000 35,000 -
1993 119,000 25,000 -
EMPLOYMENT AGREEMENTS
None of the officers of the Company is subject to an employment
agreement.
STOCK OPTIONS
The Company's Amended and Restated Stock Option Plan ("Plan") provides
for the issuance of an aggregate of 500,000 shares of Common Stock upon exercise
of options granted pursuant to such Plan. As of the date of this Prospectus,
options to purchase an aggregate of 50,150 shares were outstanding under the
Plan. Of this amount, options to purchase 27,650 shares become exercisable in
April 1997 at a price of $7.00 per share and expire in April 1998; and options
to purchase 22,500 shares vest ratably over a three-year period beginning in May
1997 at an exercise price of $6.75 per share and expire in May 2001.
The following tables show, as to the named executive officer, certain
information concerning stock options.
1995 STOCK OPTION GRANTS
OPTIONS PERCENT OF
GRANTED TOTAL OPTIONS EXERCISE PRICE EXPIRATION
NAME (SHARES) GRANTED (PER SHARE) DATE
- ---- --------- ------------ -------------- ----------
William F. Borne 3,250 11.75 $7.00 April 1998
AGGREGATED OPTION EXERCISES IN 1995
AND YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
SHARES UNDERLYING UNEXERCISED
ACQUIRED VALUE UNEXERCISED IN-THE-MONEY
NAME ON EXERCISE REALIZED OPTIONS OPTIONS
---- ----------- -------- ----------- ------------
William F. Borne - - 3,250(1) (2)
(1) These options do not become exercisable until April 1997
(2) These options were out of the money at December 31, 1995
30
CERTAIN TRANSACTIONS
In 1994, AMEDISYS Surgery Centers, L.C. ("ASC") executed a note payable
to Vista Maple Partnership, an affiliate of Drs. Reyes, Payan and Hearn, in the
original principal amount of $1,080,000, bearing interest at 9% per annum. The
note is secured by all real estate and personal property of one of the Company's
surgical centers.
During 1993, the Company made payments totaling $169,500 to Drs. Reyes,
Hearn and Payan for services rendered in the capacity of medical director of
ASC.
During 1993, ASC made payments to RPH, Inc. an affiliate of Drs. Reyes,
Payan and Hearn, aggregating approximately $1,014,000 for leased employees.
Terms of the contract covering this transaction provided for ASC to pay RPH the
salary costs of these employees plus 30% for the term of the contract.
In 1995, 1994 and 1993, ASC made payments totaling approximately
$108,000, $229,000 and $206,000, respectively, to RPH, Inc., an affiliate of
Drs. Reyes, Payan and Hearn, for anesthesia services.
In February 1996, the Company formed FutureCare, Inc., a Nevada
corporation ("FutureCare"), to establish a health maintenance organization
(HMO). The Company has provided $1 million in financing to FutureCare to enable
it to meet the capital requirements for an HMO license in Louisiana. As of June
30, 1996, the Company had committed to advance up to $300,000 in development
expenses which are expected to be reimbursed from the proceeds of a private
placement offering of FutureCare stock. The Company currently owns 51% of
FutureCare stock; however, upon completion of FutureCare's offering and the
licensing of the HMO, the Company will exchange its shares in FutureCare for 11%
of the shares in the HMO. Mr. Borne pledged 400,000 shares of his stock in the
Company and provided a personal guaranty to secure a $1 million letter of credit
issued by Union Planters Bank in favor of FutureCare. Neither the Company nor
Mr. Borne have any further formal commitment in connection with the HMO and the
future development of the HMO is undeterminable at this time.
In May 1996, the Company granted Dr. Reyes' son an option to purchase
2,500 shares of Company Common Stock at an exercise price of $6.75 per share.
This option vests ratably over a three-year period beginning in May 1997 and
expires in May 2001. This resale of shares underlying this option is being
registered hereby.
Management believes that all prior related party transactions are on
terms as favorable to the Company as could be obtained from unaffiliated third
parties.
31
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of June 3, 1996, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known to the Company who beneficially owns more than 5% of the
Company's outstanding Common Stock, (ii) each director of the Company, (iii) all
named executive officers, and (iv) all directors and officers as a group:
SHARES BENEFICIALLY
OWNED
NAME AND ADDRESS ------------------------------------
OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------- ---------- -------
William F. Borne 438,391(1) 17.0
3029 S. Sherwood Forest, #300
Baton Rouge, LA 70816
Boris L. Payan, M.D. 230,893(2) 8.9
3534 Vista
Pasadena, TX 77504
R.E. Hearn, M.D. 230,893(2)(3) 8.9
3534 Vista
Pasadena, TX 77504
Jose R. Reyes, M.D. 204,007(2) 7.9
3534 Vista
Pasadena, TX 77504
William M. Hession, Jr.(4) 82,947 3.2
Alan J. Ostrowe, M.D. 43,426(5) 1.7
Irvin T. Gregory 26,411 1.0
Karl A. LeBlanc, M.D. 3,620 *
ALL DIRECTORS AND OFFICERS
AS A GROUP (10 PERSONS) 885,438(6) 34
-------------------------
(*) Less than one percent.
(1) Does not include 38,500 shares held in trust for Mr. Borne's minor
children; does include 3,250 shares underlying an Option.
(2) Includes 30,000 shares owned of record by R.P.&H., Inc., an affiliate
of the shareholder.
(3) Includes 100,000 shares owned of record by Phoenix Anesthesia, EPSP, an
affiliate of the stockholder.
(4) Includes 82,947 shares owned of record by Key Nursing Corporation, an
affiliate of the stockholder.
(5) Includes a warrant exercisable to purchase 1,000 shares of Common
Stock.
(6) Includes 13,000 shares underlying Options and 1,000 shares underlying a
Warrant.
32
DESCRIPTION OF SECURITIES
The following summary description of the Company's securities is
qualified in its entirety by reference to the Company's Certificate of
Incorporation and its Bylaws, copies of which have been filed as exhibits to the
Registration Statement of which this Prospectus is a part.
COMMON STOCK
The Company is authorized to issue up to 10,000,000 shares of Common
Stock, $.001 par value per share, of which 2,583,864 shares are issued and
outstanding. An aggregate of 50,150 shares of Common stock are reserved for
issuance upon exercise of outstanding Options; 103,721 shares are reserved for
issuance upon exercise of outstanding Warrants; and 150,000 shares are reserved
for issuance pursuant to this Prospectus. The holders of Common Stock are
entitled to one vote for each share held of record on each matter submitted to a
vote of the stockholders, including the election of directors. There is no
cumulative voting with respect to the election of directors. Subject to the
prior rights of any series of Preferred Stock which may from time to time be
outstanding, if any, holders of Common Stock are entitled to receive ratably
such dividends as may be declared by the Board of Directors out of funds legally
available therefor. Upon the liquidation, dissolution or winding up of the
Company, holders of the Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and payment of accrued dividends and
liquidation preferences on the Preferred Stock, if any. Holders of Common Stock
have no preemptive rights and have no rights to convert their Common Stock into
any other securities.
PREFERRED STOCK
The Company is authorized to issue up to 2,500,000 shares of Preferred
Stock, $.001 par value per share. The Preferred Stock may be issued in one or
more series, the terms of which may be determined at the time of issuance by the
Board of Directors, without further action by stockholders, and may include
voting rights (including the right to vote as a series on particular matters),
preferences as to dividends and liquidation, conversion and redemption rights
and sinking fund provisions.
No shares of Preferred Stock are outstanding, and the Company has no
present plans for the issuance thereof. The issuance of any such Preferred Stock
could adversely affect the rights of the holders of Common Stock, and,
therefore, reduce the value of the Common Stock.
WARRANTS
In August 1993, the Company issued warrants to purchase 25,000 shares
to Carnegie Investor Services in connection with its initial public offering.
These warrants are exercisable at a price of $7.20 per share and expire in April
1998. In January 1996, a portion of the warrant was exercised and 1,000 shares
were issued. The resale of these shares, as well as the remaining 24,000 shares
underlying the warrant is being registered hereby.
In March 1994, the Company issued warrants to purchase an aggregate of
29,721 shares in connection with a private placement. These warrants are
exercisable at a price of $9.25 per share and expire in March 1997.
In March 1996, the Company entered into an agreement with I.W. Miller &
Co., Inc. ("Miller") for consulting services. Pursuant to such agreement, the
Company agreed to issue warrants to purchase an aggregate of 50,000 shares of
Company Common Stock to Miller in consideration of Miller's services. These
warrants, when issued, will be exercisable for $8 per share as to 25,000 shares
and $9 per share as to 25,000 shares. These warrants will vest immediately upon
issuance and will expire in March 1998. The resale of the shares underlying
these warrants is being registered hereby.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
33
LIMITATION OF DIRECTORS' LIABILITY
The Company's Certificate of Incorporation eliminates, subject to
certain exceptions, the personal liability of directors of the Company or its
stockholders for monetary damages for breaches of fiduciary duty by such
directors. The Certificate of Incorporation does not provide for the elimination
of or any limitation on the personal liability of a director for (i) any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful corporate distributions, or (iv) any
transaction from which such director derives an improper personal benefit. This
provision of the Certificate of Incorporation will limit the remedies available
to the stockholder who is dissatisfied with a decision of the Board of Directors
protected by this provision; such stockholder's only remedy may be to bring a
suit to prevent the action of the Board. This remedy may not be effective in
many situations, because stockholders are often unaware of a transaction or an
event prior to Board action in respect of such transaction or event. In these
cases, the stockholders and the Company could be injured by a Board's decision
and have no effective remedy.
DELAWARE ANTI-TAKEOVER LAW
The Company is subject to Section 203 of The Delaware General
Corporation Law ("Section 203"), which, subject to certain exceptions, prohibits
a Delaware corporation from engaging in any business combinations with any
interested stockholder for a period of three years following the date that such
stockholder became an interested stockholder, unless (i) before such date the
Board of Directors of the Company approved either the business combination or
the transaction that resulted in the stockholder becoming an interested
stockholder, (ii) upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the Company outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares that are owned (x) by persons who are directors
and also officers and (y) by employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer, or (iii) on or after
such date the business combination is approved by the Board of Directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66-2/3% of the outstanding voting
stock which is not owned by the interested stockholder.
Section 203 defines "combination" to include (i) any merger or
consolidation involving the corporation and the interested stockholder, (ii) any
sale, lease, exchange, mortgage, transfer, pledge or other disposition involving
the interested stockholder of 10% or more of assets of the Company, (iii)
subject to certain exceptions, any transaction that results in the issuance or
transfer by the Company of any stock of the Company to the interested
stockholder, (iv) any transaction involving the Company that has the effect of
increasing the proportionate share of the stock of any class or series of the
Company beneficially owned by the interested stockholder, or (v) the receipt by
the interested stockholder of the benefit of any loans, advances guarantees,
pledges or other financial benefits provided by or through the Company. In
general, Section 203 defines an "interested stockholder" as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the Company
and any entity or person affiliated with or controlling or controlled by such an
entity or person.
34
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
resale of Common Stock by the Selling Shareholders.
<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR AMOUNT OWNED AFTER
NAME TO RESALE OFFERED RESALE PERCENTAGE(1)
----- --------- ------- ------ -------------
<S> <C> <C> <C> <C>
William F. Borne(2) .................................. 438,391(3) 3,250 435,141 15.9
Boris L. Payan, M.D.(2) .............................. 230,893(4) 30,134 200,759 7.3
R.E. Hearn, M.D.(2) .................................. 230,893(4)(5) 100,893(5) 30,000 1.1
Jose R. Reyes, M.D.(2) ............................... 204,007(4) 26,101 177,906 6.5
Phoenix Anesthesia, EPSP ............................. 100,000 100,000(6) -- --
Doris Montoya ........................................ 56,000 8,400 47,600 1.7
Steven Fein, M.D ..................................... 50,000 7,500 42,500 *
I.W. Miller & Co., Inc. .............................. 50,000(7) 50,000 -- --
Lynne S. Bernhard (2) ................................ 43,450(8) 3,250 40,200 1.5
S.F. Hartley, D.P.M .................................. 40,000 6,000 34,000 1.2
Eric H. Scheffey, M.D ................................ 39,744 5,961 33,783 1.2
R.P. & H, Inc. ....................................... 30,000 4,500 25,500 *
Donald C. Stran, D.P.M ............................... 30,000 4,500 25,500 *
Irvin T. Gregory (2) ................................. 26,411 3,962 22,449 *
Ariston P. Awitan, M.D ............................... 25,000 3,750 21,250 *
Gerald Brown, M.D .................................... 20,000 3,000 17,000 *
Mark Sands, D.P.M .................................... 20,000 3,000 17,000 *
Surgical Enterprises, L.C ............................ 20,000 3,000 17,000 *
Wayne Mulloy, Trustee ................................ 19,230 2,884 16,346 *
Jorge Cuza, D.P.M .................................... 16,411 2,462 13,949 *
Mitchel G. Morel(2) .................................. 12,875(8) 3,250 9,625 *
Carnegie Investor Services ........................... 12,500(9) 12,500 -- --
David Kaplan ......................................... 11,500(9) 11,500 -- --
Coastal Surgical Group, L.C .......................... 10,000 1,500 8,500 *
Jeffrey C. Tanenbaum, D.P.M .......................... 6,411 962 5,449 *
Zach Gerger, M.D ..................................... 5,000(10) 5,000 -- --
Scott McKinney, D.P.M ................................ 5,000(10) 5,000 -- --
Jorge Rodriquez, M.D ................................. 5,000(10) 5,000 -- --
Edward Wade, M.D ..................................... 5,000 750 4,250 *
35
Bruce R. Weiner, M.D ................................. 5,000 750 4,250 *
Barbara C. Carey (2) ................................. 4,625(8) 3,250 1,375 *
Randal M. Lepow, D.P.M ............................... 2,500 375 2,125 *
Michael G. Tucker, M.D ............................... 2,500 375 2,125 *
Jose R. Reyes, Jr., M.D .............................. 2,500(11) 2,500 -- --
Joseph Toothaker-Alvarez, M.D ........................ 2,500(11) 2,500 -- --
Floyd Hardimon, M.D .................................. 2,500(11) 2,500 -- --
Keith Barry .......................................... 1,000(12) 1,000 -- --
Landa H. Bernhard .................................... 3,250(8) 3,250 -- --
Cindy Doll ........................................... 500(13) 500 -- --
Michelle Wier ........................................ 500(13) 500 -- --
Stacey Westbrook ..................................... 500(13) 500 -- --
Peter Hartley ........................................ 500(13) 500 -- --
Wendy Williams ....................................... 500(13) 500 -- --
Shirley Foreman ...................................... 500(13) 500 -- --
Patty Bayhi .......................................... 500(13) 500 -- --
Kenneth Clement ...................................... 500(13) 500 -- --
Heather Luquette ..................................... 500(13) 500 -- --
Greg Stelly .......................................... 500(13) 500 -- --
Judith Coxe .......................................... 200(14) 200 -- --
Scott Reid ........................................... 200(14) 200 -- --
Elizabeth Lutzi ...................................... 200(14) 200 -- --
Brendas Delahoussaye ................................. 200(14) 200 -- --
Ann Broussard ........................................ 200(14) 200 -- --
Donna Fontenot ....................................... 200(14) 200 -- --
Christi Rogers ....................................... 200(14) 200 -- --
Liz Regard ........................................... 200(14) 200 -- --
Mike McCall .......................................... 200(14) 200 -- --
Theresa Boudreaux .................................... 200(14) 200 -- --
Alice Posseno ........................................ 200(14) 200 -- --
Marguerite Adams ..................................... 200(14) 200 -- --
36
Deborah Crumbley ..................................... 200(14) 200 -- --
Roy Holton ........................................... 200(14) 200 -- --
Milette Smiley ....................................... 200(14) 200 -- --
Susan Boyette ........................................ 200(14) 200 -- --
Darlene Stepp ........................................ 200(14) 200 -- --
Lynette Fontenot ..................................... 200(14) 200 -- --
Genie West ........................................... 200(14) 200 -- --
Melody Lane .......................................... 200(14) 200 -- --
Annette Patterson .................................... 200(14) 200 -- --
Lela Venable ......................................... 200(14) 200 -- --
Ann Thomas ........................................... 200(14) 200 -- --
Mary DiVincenti ...................................... 200(14) 200 -- --
Suzanne Burchfield ................................... 200(14) 200 -- --
Mona Landry .......................................... 200(14) 200 -- --
Vanessa Jenkins ...................................... 200(14) 200 -- --
Goldie LeBlanc ....................................... 200(14) 200 -- --
Martez Robinson ...................................... 200(14) 200 -- --
Bernardine Milton .................................... 200(14) 200 -- --
Sharon Ray ........................................... 200(14) 200 -- --
David Monic .......................................... 200(14) 200 -- --
</TABLE>
- ------------------------
(*) Less than one percent.
(1) Assumes the exercise of all outstanding Options and Warrants.
(2) See "Management -- Executive Officers and Directors" and "-- Certain
Transactions" for positions with the Company held by certain
stockholders and any material relationships and transactions within the
last three years between the Selling Stockholders and the Company.
(3) Does not include 38,500 shares held in trust for Mr. Borne's minor
children; does include 3,250 shares underlying an Option.
(4) Includes 30,000 shares owned of record by R.P.&H., Inc., an affiliate
of the shareholder.
(5) Includes 100,000 shares owned of record by Phoenix Anesthesia, EPSP, an
affiliate of the shareholder.
(6) Dr. Hearn has agreed to sell these shares to the Company. If the
Company does not buy these shares, Dr. Hearn has agreed to not sell
them to any third party without the Company's prior approval.
(7) Includes 50,000 shares underlying a Warrant
(8) Includes 3,250 shares underlying an Option.
(9 ) Includes 11,500 shares underlying a Warrant
(10) Includes 5,000 shares underlying an Option.
(11) Includes 2,500 shares underlying an Option.
(12) Includes 1,000 shares underlying a Warrant.
(13) Includes 500 shares underlying an Option.
(14) Includes 200 shares underlying an Option.
The Selling Stockholders may sell the Common Stock through
broker-dealers; through agents or directly to one or more purchasers. The
distribution of the Common Stock may be effected from time to time in one or
more transactions in the over-the-counter market or in transactions otherwise
than in the over-the-counter market. Any of
37
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. Any Selling Stockholder may effect such transactions by
selling the Common Stock to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or commissions from purchasers of the Common
Stock for whom they may act as agent (which discounts, concessions or
commissions will not exceed those customary in the types of transactions
involved). The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of the Common Stock might be deemed to be
underwriters, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and commissions under the
Act. The Company has not agreed to indemnify the Selling Stockholders against
liabilities under the Act.
The Company has agreed to bear all expenses (other than selling
discounts, concessions or commissions and certain other fees and expenses of
counsel and other advisers to the Selling Stockholders) in connection with the
registration and sale of the Common Stock being offered by the Selling
Stockholders. The Common Stock being offered hereby by the Selling Stockholders
has not been registered for sale under the securities laws of any state or
jurisdiction as of the date of this Prospectus. Brokers or dealers effecting
transactions in the Common Stock should confirm the registration thereof under
the securities law of the state in which such transactions occur, or the
existence of any exemption from registration. A current prospectus must be in
effect at the time of the sale of the shares of Common Stock to which this
Prospectus relates. Each Selling Stockholder or dealer effecting a transaction
in the registered securities, whether or not participating in a distribution, is
required to deliver a Prospectus. The shares to be issued by the Company will be
offered on a "best-effort, no-minimum" basis.
LEGAL MATTERS
The validity of the Common Stock to be offered hereby for the Selling
Stockholders will be passed upon by Brewer & Pritchard, P.C., Houston, Texas.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries included in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP and Hannis T. Bourgeois &
Co., L.L.P., independent certified public accountants, as set forth in their
reports appearing elsewhere herein in reliance given upon the authority of those
firms as experts in accounting and auditing in giving said reports. The single
jointly signed auditor's report is considered to be the equivalent of two
separately signed auditor's reports. Thus, each firm represents that it has
complied with generally accepted auditing standards and is in a position that
would justify being the only signatory of the report.
38
AMEDISYS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Report of Independent Public Accountants ................................. F-2
Consolidated Balance Sheets as of December 31, 1995 and 1994 ............. F-3
Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993 ......................................... F-4
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993 ......................................... F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 ......................................... F-6
Notes to Financial Statements ............................................ F-8
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Amedisys, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Amedisys, Inc.
(a Delaware Corporation, formerly known as Analytical Nursing Management
Corporation) and Subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1995. 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 audit 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, Inc. and
Subsidiaries as of December 31, 1995 and 1994, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP HANNIS T. BOURGEOIS & CO., LLP
March 15, 1996
F-2
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
CURRENT ASSETS:
Cash (Note 14) ....................................................................... $ 870,004 $ 140,804
Accounts receivable, net of allowance for doubtful accounts
of $258,670 in 1995 and $277,845 in 1994 ........................................... 6,124,269 5,307,433
Prepaid expenses ..................................................................... 432,930 185,823
Inventory and other current assets ................................................... 219,610 134,087
------------ -----------
Total current assets ......................................................... 7,646,813 5,768,147
NOTES RECEIVABLE FROM RELATED PARTIES (Note 10) ......................................... 402,736 362,621
PROPERTY, PLANT AND EQUIPMENT, net (Notes 3 and 7) ...................................... 2,449,468 2,449,685
ASSETS HELD FOR SALE, net (Note 4) ...................................................... 76,456 101,940
DEFERRED TAX ASSET (Note 9) ............................................................. 208,000 46,500
OTHER ASSETS, net (Note 5) .............................................................. 753,254 431,302
------------ -----------
Total assets ................................................................. $ 11,536,727 $ 9,160,195
============ ===========
CURRENT LIABILITIES:
Accounts payable ..................................................................... $ 402,140 $ 496,213
Accrued expenses-
Payroll and payroll taxes .......................................................... 862,498 443,616
Insurance (Note 12) ............................................................... 483,155 70,301
Income taxes (Note 9) .............................................................. 287,987 39,993
Other .............................................................................. 616,869 359,738
Notes payable (Note 6) ............................................................... 2,456,971 1,674,468
Current portion of notes payable to related parties (Note 10) ........................ 90,711 286,221
Current portion of long-term debt (Note 7) ........................................... 386,848 95,890
Current portion of obligations under capital leases (Note 8) ......................... 181,964 99,313
------------ -----------
Total current liabilities .................................................... 5,769,143 3,565,753
LONG-TERM DEBT (Note 7) ................................................................. 211,187 216,171
NOTES PAYABLE TO RELATED PARTIES (Note 10) .............................................. 987,924 1,028,457
OBLIGATIONS UNDER CAPITAL LEASES (Note 8) ............................................... 291,282 292,448
------------ -----------
Total liabilities ............................................................ 7,259,536 5,102,829
------------ -----------
COMMITMENTS AND CONTINGENCIES (Notes 8, 12 and 14) ...................................... -- --
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES .......................................... 3,345 14,942
------------ -----------
STOCKHOLDERS' EQUITY (Note 11):
Common stock ......................................................................... 2,584 2,547
Additional paid-in capital ........................................................... 1,976,593 1,652,630
Retained earnings .................................................................... 2,378,636 2,494,381
Stock subscriptions receivable ....................................................... (83,967) (107,134)
------------ -----------
Total stockholders' equity ................................................... 4,273,846 4,042,424
------------ -----------
Total liabilities, minority interest, and stockholders' equity ............... $ 11,536,727 $ 9,160,195
============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
INCOME:
Net service revenues .......................................... $ 37,589,088 $ 28,902,219 $ 22,445,026
Cost of service revenues ...................................... 22,424,192 16,996,011 14,673,624
------------ ------------ ------------
Operating revenues .................................... 15,164,896 11,906,208 7,771,402
------------ ------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and benefits ......................................... 6,732,356 4,863,770 3,667,373
Other ......................................................... 7,052,610 4,875,985 3,537,030
------------ ------------ ------------
Total general and administrative expenses ............. 13,784,966 9,739,755 7,204,403
------------ ------------ ------------
Operating income ...................................... 1,379,930 2,166,453 566,999
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense .............................................. (409,763) (270,764) (147,880)
Interest income ............................................... 71,969 66,510 53,405
Loss on investment in unconsolidated subsidiary
(Note 10) ................................................... -- (122,699) --
Miscellaneous ................................................. 87,686 93,870 61,844
------------ ------------ ------------
Total other income (expense) .......................... (250,108) (233,083) (32,631)
------------ ------------ ------------
INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST ............................................. 1,129,822 1,933,370 534,368
INCOME TAX EXPENSE (Note 9) ...................................... 199,636 13,393 39,495
------------ ------------ ------------
Income before minority interest in net
income of consolidated subsidiary .................. 930,186 1,919,977 494,873
MINORITY INTEREST IN (INCOME) LOSS OF
CONSOLIDATED SUBSIDIARIES ..................................... 11,597 (14,942) --
------------ ------------ ------------
Net income .................................................. $ 941,783 $ 1,905,035 $ 494,873
============ ============ ============
EARNINGS PER COMMON SHARE (Notes 1 and 2) ........................ $ 0.37 $ 0.75 $ 0.22
============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING ................................................... 2,569,927 2,525,390 2,285,097
============ ============ ============
PROFORMA INFORMATION (unaudited): (Note 2)
Net income (historical) ....................................... $ 941,783 $ 1,905,035 $ 494,873
Proforma adjustments-
Income taxes on Surgicare results ........................... 190,760 645,682 154,950
------------ ------------ ------------
Proforma net income ........................................... $ 751,023 $ 1,259,353 $ 339,923
============ ============ ============
Proforma earnings per common share ............................ $ 0.29 $ 0.50 $ 0.15
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCK TOTAL
------------------- PAID-IN RETAINED SUBSCRIPTIONS STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS RECEIVABLE EQUITY
--------- ------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 ......................... 2,074,649 $ 3,575 $ 3,925 $ 2,369,226 $ -- $ 2,376,726
Public offering (Note 11) ....................... 250,000 250 1,499,750 -- -- 1,500,000
Public offering costs ........................... -- -- (283,853) -- -- (283,853)
Issuance of stock ............................... 351 -- 37,053 -- -- 37,053
Equity adjustment from purchase of ANMC stock ... 175,000 (1,325) 6,195 (4,870) -- --
Pooled acquisition-distribution to previous
owners (Note 2) ............................... -- -- -- (54,000) -- (54,000)
Net income ...................................... -- -- -- 494,873 -- 494,873
--------- ------- ----------- ----------- --------- -----------
BALANCE, December 31, 1993 ......................... 2,500,000 2,500 1,263,070 2,805,229 -- 4,070,799
Private placement stock offering (Note 11) ...... 29,721 30 233,577 -- (122,015) 111,592
Payments received on stock subscriptions ........ -- -- -- -- 14,881 14,881
Issuance of stock for acquisitions (Note 2) ..... 15,800 16 149,984 -- -- 150,000
Issuance of stock in connection with stock
option (Note 11) .............................. 1,200 1 5,999 -- -- 6,000
Pooled acquisition:
Distributions to previous owners .............. -- -- -- (2,068,883) -- (2,068,883)
Purchase of owners' interests ................. -- -- -- (147,000) -- (147,000)
Net income ...................................... -- -- -- 1,905,035 -- 1,905,035
--------- ------- ----------- ----------- --------- -----------
BALANCE, December 31, 1994 ......................... 2,546,721 2,547 1,652,630 2,494,381 (107,134) 4,042,424
Issuance of stock for acquisitions (Note 2) ..... 37,143 37 323,963 -- -- 324,000
Pooled acquisition - distributions to
previous owners (Note 2) ...................... -- -- -- (1,057,528) -- (1,057,528)
Payments received on stock subscriptions ........ -- -- -- -- 23,167 23,167
Net income ...................................... -- -- -- 941,783 -- 941,783
--------- ------- ----------- ----------- --------- -----------
BALANCE, DECEMBER 31, 1995 ......................... 2,583,864 $ 2,584 $ 1,976,593 $ 2,378,636 $ (83,967) $ 4,273,846
========= ======= =========== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these statements
F-5
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................. $ 941,783 $ 1,905,035 $ 494,873
Adjustments to reconcile net income to net cash used in
operating activities-
Depreciation and amortization ...................................... 646,810 447,334 179,215
Provision for bad debts ............................................ 482,706 342,722 96,241
(Gain) loss on disposal of property and equipment .................. 7,088 -- 18,017
Deferred income taxes (benefit) .................................... (161,500) (26,600) (5,000)
Loss from unconsolidated subsidiaries .............................. -- 122,699 15,960
Minority interest .................................................. (11,597) 14,942 --
Changes in assets and liabilities-
(Increase) decrease in accounts receivable ....................... (1,012,343) (1,713,397) (243,959)
(Increase) decrease in prepaid expenses .......................... (247,107) (55,887) 9,497
(Increase) decrease in inventory and other current
assets ......................................................... (83,240) (4,477) (21,689)
(Increase) decrease in other assets .............................. (114,409) (194,699) (69,071)
Increase (decrease) in accounts payable .......................... (188,251) 54,433 135,632
Increase (decrease) in accrued expenses .......................... 1,292,246 246,995 (167,874)
----------- ----------- -----------
Net cash provided by operating activities ...................... 1,552,186 1,139,100 441,842
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in notes receivable ................................ 10,483 (321,022) 13,533
Proceeds from sale of property, plant and equipment .................... 42,000 -- --
Purchase of property, plant and equipment .............................. (445,809) (1,573,525) (971,734)
Investment in unconsolidated subsidiaries .............................. -- (34,446) (87,580)
----------- ----------- -----------
Net cash (used by) investing activities ....................... (393,326) (1,928,993) (1,045,781)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received in purchase acquisitions ................................. 10,890 -- --
Net borrowings on line of credit agreement ............................. 782,503 299,359 325,948
Proceeds from issuance of notes payable and capital leases ............. 661,389 647,009 705,702
Payments on notes payable and capital leases ........................... (573,923) (824,887) (247,916)
Increase (decrease) in notes payable - related parties ................. (236,043) 1,265,964 (47,745)
(Increase) decrease in notes receivable - related parties .............. (40,115) 160,000 (119,868)
Proceeds from issuance of stock ........................................ -- 132,577 1,524,558
Payments received on stock subscriptions receivable .................... 23,167 -- --
Distributions to previous members (Note 2) ............................. (1,057,528) (2,068,883) (54,000)
Purchase of members' interest .......................................... -- (147,000) --
Purchaser of treasury stock ............................................ -- -- (71,000)
Proceeds for sale of treasury stock .................................... -- -- 95,538
Offering costs ......................................................... -- -- (283,853)
----------- ----------- -----------
Net cash provided (used) by financing activities ............... (429,660) (535,861) 1,827,364
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH ........................................... 729,200 (1,325,754) 1,223,425
CASH AT BEGINNING OF YEAR ................................................. 140,804 1,466,558 243,133
----------- ----------- -----------
CASH AT END OF YEAR ....................................................... $ 870,004 $ 140,804 $ 1,466,558
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash payments for-
Interest ........................................................... $ 365,934 $ 204,424 $ 156,520
=========== =========== ===========
Income taxes (refunds) ............................................. $ 36,000 $ (24,393) $ 209,287
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- --------
<S> <C> <C> <C>
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of stock for acquisition of Priority Home Care, Inc. ............ $ -- $ 150,000 $ --
========= ========= ========
Acquisition Of Health Care 24, Inc.-
Value of stock issued in exchange ...................................... $ 50,000 $ -- $ --
Value of note payable issued in exchange ............................... 50,000 -- --
Working capital acquired net of cash and cash equivalents .............. -- -- --
Fair value of property and equipment acquired .......................... (15,000) -- --
--------- --------- --------
Client lists acquired .................................................. $ 85,000 $ -- $ --
========= ========= ========
Acquisition Of Home Care Plus, Inc.-
Value of stock issued in exchange ...................................... $ 274,000 $ -- $ --
Cash acquired in exchange .............................................. (10,890) -- --
Working capital acquired net of cash and cash equivalents .............. (150,659) -- --
Fair value of property and equipment acquired .......................... (30,245) -- --
Long-term debt assumed ................................................. 229,991 -- --
--------- --------- --------
Goodwill recorded in exchange .......................................... $ 312,197 $ -- $ --
========= ========= ========
</TABLE>
The accompanying notes are an integral part of these statements.
F-7
AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. NATURE OF OPERATIONS AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:
NATURE OF ORGANIZATION
Amedisys, Inc. (the Company - formerly known as Analytical Nursing Management
Corporation) was acquired on December 21, 1993 by M & N Capital Corp. (M & N)
which had been incorporated under the laws of the State of New York on October
20, 1992 to serve as a vehicle to effect a combination with an operating
business. In connection with this transaction, 75,000 shares of M & N common
stock were issued as a finders fee to three individuals and the former
shareholders of the Company acquired approximately 73% of the issued and
outstanding capital stock of M & N. Prior to the acquisition, none of the
officers, directors or shareholders of M & N were affiliated with the officers,
directors or shareholders of the Company. This transaction was accounted for as
a reverse acquisition.
In July, 1994, Analytical Nursing Management Corporation (ANMC) was
reincorporated in the state of Delaware, and in August, 1994, M & N Capital
Corp. merged with and into ANMC, changing the name of the Company to "Analytical
Nursing Management Corporation." During 1995, the Company changed its name and
began doing business as Amedisys; the Company also acquired an outpatient
surgery center company in Texas and two home care companies (see Note 2) in
Louisiana. The Company provides a variety of supplemental staffing, home health
care, home care management, outpatient surgery and primary care clinical
services. The Company's home care division now services all major metropolitan
areas in the state of Louisiana as well as the areas of Houston, Dallas and
Beaumont in Texas. The outpatient surgery centers are located in Houston, Texas.
NATURE OF OPERATIONS
The Company provides services through a network of subsidiaries which include:
AMEDISYS STAFFING SERVICES, INC. (AME) supplies highly trained critical care
registered nurses and licensed practical nurses to all types of health care
facilities. Independent contract nurses are utilized to meet the staffing needs
of client health care facilities.
AMEDISYS NURSING SERVICES, INC. (ASI) is an employee-based staffing agency that
provides a variety of relief personnel such as registered and licensed practical
nurses, and certified nurses' aides for staff relief in all types of health care
facilities.
AMERINURSE, INC. provides highly trained nurses who travel to client heath care
facilities and work on a contract basis. Effective January 1, 1996, Amerinurse,
Inc. was merged into ASI.
AMEDISYS SPECIALIZED MEDICAL SERVICES, INC. (ASM), Amedisys Home Health, Inc.
and Amedisys Home Health, Inc. of Texas provide skilled nursing care, home
health aid, physical therapy, occupational therapy, speech therapy and medical
social workers to homebound patients. During 1994, ASM acquired a 60% ownership
interest in three rural health clinics located in Louisiana.
F-8
AMEDISYS SURGERY CENTERS, L. C. (ASC) operates two outpatient surgery centers in
Houston, Texas.
AMEDISYS PHYSICIAN SERVICES, INC. (APS) provides physician services in rural
areas through an internal medicine clinic. Its services have been expanded to
include a "walk-in" clinic and laboratory.
USE OF ESTIMATES
The accounting and reporting policies of the Company and its subsidiaries
conform with generally accepted accounting principles. In preparing the
consolidated financial statements, the Company is required to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company, and
its wholly-owned subsidiaries (AME, ASI, ASM and ASC) and its 60%-owned
subsidiary (APS) and their wholly-owned and partially-owned subsidiaries
Analytical Nursing Management Corporation of Texas, a wholly-owned subsidiary of
AME; MedAmerica, Inc. of Texas and MedAmerica, Inc., 80%-owned subsidiaries of
AME; Amedisys Home Health, Inc. and Amedisys Home Health, Inc. of Texas, both
wholly-owned subsidiaries of ASM; and Jackson Rural Health Clinic, Inc. (clinic
closed February, 1996), Kentwood Rural Health Clinic, Inc. (clinic closed in
August, 1995), and Bastrop Rural Health Clinic, Inc., all 60%-owned subsidiaries
of ASM. All material intercompany accounts and transactions have been eliminated
in these financial statements.
Prior year financial statements have been restated to include the accounts of
business combinations accounted for as poolings-of-interests. Business
combinations accounted for as purchases are included from the respective dates
of acquisition. Certain prior years' amounts have been reclassified to conform
with current year financial statement presentation.
REVENUE RECOGNITION POLICY
Gross revenue is recorded on an accrual basis based upon the date of service at
amounts equal to the Company's established rates or estimated cost reimbursement
rates, as applicable. Allowances and contractual adjustments representing the
difference between the established rates and the amounts estimated to be paid by
third parties are also recorded on an accrual basis and deducted from gross
revenue to determine net service revenues.
Reimbursement for home health care services to patients covered by the Medicare
program is based on cost reimbursement rates. Final reimbursement is determined
after submission of annual cost reports and audits thereof by the fiscal
intermediaries. Proposed legislation by the U. S. Congress may change the
payment methodology for home health care services to Medicare patients from a
cost based reimbursement system to a prospective payment system.
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. The carrying amount approximates fair value because of the short
maturity of those instruments.
INVENTORY
Inventories consist of medical supplies which are utilized in the treatment and
care of home health and outpatient surgery patients. Inventories are stated at
the lower of cost (first-in, first-out method) or market.
F-9
PROPERTY AND EQUIPMENT
Property and equipment is generally carried at cost except for certain property
purchased from related parties (see Note 3). 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.
Included in property and equipment are capitalized leases which consist
primarily of computer equipment, phone systems, and vans used by the home care
divisions. 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 is
included in other general and administrative expenses and is provided utilizing
the straight-line method based upon the following estimated useful service
lives:
Buildings 40 years
Leasehold Improvements 5 years
Equipment and furniture 5 - 7 years
Vehicles 5 years
Computer software 5 years
EARNINGS PER COMMON SHARE
Earnings per common share are computed by dividing net income (loss) by the
weighted average number of shares of common stock and common stock equivalents
outstanding during the year. The warrants discussed in Note 11 were not included
in the computation of the earnings per common share because the market value of
the common stock was not in excess of the exercise price and their inclusion
would have an anti-dilutive effect.
RECENT PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board (FASB) issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." SFAS No. 121 requires that long-lived assets and
certain identifiable intangibles to be held and used be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. Additionally, long-lived assets and certain identifiable
intangible assets to be disposed of are required to be reported at the lower of
carrying amount or fair value less selling costs. SFAS No. 121 is effective for
fiscal years beginning after December 15, 1995. The adoption of this statement
will not have a material impact on the consolidated financial statements.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." This statement provides accounting and reporting standards for
stock-based employee compensation plans and also applies to equity instruments
issued to acquire goods and services from nonemployees. SFAS No. 123 defines a
fair value based method of accounting for employee stock options or similar
equity instruments. Entities may either adopt that accounting method or may
elect to continue the accounting treatment outlined in APB Opinion No. 25,
"Accounting for Stock Issued to Employees." Entities electing to continue
following Opinion No. 25 are required to make pro forma disclosures of net
income and earnings per share, as if the fair value based method had been
adopted. SFAS No. 123 is effective for fiscal years beginning after December 15,
1995. The Company expects to continue following Opinion No. 25. Adoption of this
statement will not have a material impact on the consolidated financial
statements but will only require pro forma disclosure in future years.
F-10
2. ACQUISITIONS:
On June 30, 1995, the Company acquired all issued and outstanding membership
interests in ASC in exchange for 1,000,000 shares of Company common stock. ASC's
assets on June 30, 1995 were approximately $3,000,000. Upon closing of the
transaction, the former members of ASC owned approximately 40% of the issued and
outstanding stock of the Company. This transaction has been accounted for as a
pooling of interests and accordingly the financial statements have been restated
to include the results of ASC for all periods presented, as follows (in
thousands):
<TABLE>
<CAPTION>
1994 1993
----------------------------------- -----------------------------------
AS ORIGINALLY REPORTED AS RESTATED AS ORIGINALLY REPORTED AS RESTATED
---------------------- ----------- ---------------------- -----------
<S> <C> <C> <C> <C>
Operating revenues..... $ 8,728 $ 11,906 $6,099 $7,771
Net income............. 6 1,905 39 495
Earnings per common
share............... 0.00 0.75 .03 .22
</TABLE>
Combined and separate results of the Company and Surgicare for the six months
ended June 30, 1995 are as follows (in thousands):
COMBINED
AMEDISYS SURGICARE TOTAL
-------- --------- --------
Operating revenue ....... $5,722 $ 1,118 $ 6,840
====== ======= =======
Net income .............. $ 11 $ 561 $ 572
====== ======= =======
ASC was a limited liability company and, accordingly, had no income tax
liabilities. The effect of providing for income taxes on results of ASC
operations prior to the 1995 acquisition are shown under "Proforma Information"
in the accompanying statements of income.
On May 31, 1995, the Company acquired all of the outstanding stock of Home Care
Plus, Inc. in exchange for 30,000 shares of its common stock valued at $274,000.
The excess of the total acquisition cost over the fair value of the net assets
acquired of $312,197 is being amortized over seven years using the straight-line
method.
On March 19, 1995, the Company acquired all of the outstanding stock of Health
Care Services 24, Inc. in exchange for 7,143 shares of its common stock and
notes payable in the amount of $50,000, payable in monthly installments through
March, 1996. The remaining balance on these notes at December 31, 1995 was
approximately $8,500.
On April 28, 1994, the Company acquired all of the outstanding stock of Priority
Home Care, Inc. in exchange for 15,800 shares of its common stock valued at
$150,000. The excess of the total acquisition cost over the fair value of the
net assets acquired of $144,348 is being amortized over seven years using the
straight-line method.
F-11
The acquisitions of Home Care Plus, Inc., Health Care Services 24, Inc. and
Priority Home Care, Inc. were accounted for as purchases and as a result,
operations of these entities subsequent to the date of acquisition have been
included in the consolidated financial statements. Unaudited pro forma
consolidated results of operations for the years ended December 31, 1995, and
1994 (operations of these companies prior to 1994 were not significant) as
though these companies had been acquired as of January 1, 1993 are as follows:
1995 1994
----------- -----------
Net service revenues ................... $38,108,293 $31,625,839
Net income ............................. 850,874 1,750,446
Earnings per common share .............. 0.33 0.68
The above amounts reflect adjustments for amortization of goodwill.
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of:
1995 1994
----------- -----------
Land ......................................... $ 162,246 $ 162,246
Buildings and leasehold improvements ......... 509,619 479,033
Equipment, furniture and vehicles ............ 2,910,087 2,524,168
Computer software ............................ 37,581 33,855
----------- -----------
Total ............................. 3,619,533 3,199,302
Accumulated depreciation ..................... (1,170,065) (749,617)
----------- -----------
Net ............................... $ 2,449,468 $ 2,449,685
=========== ===========
During 1994, prior to acquisition, ASC purchased a building, land and equipment
from a real estate partnership whose owners were also owners of ASC, and are now
owners of the Company. The purchase price of this property was $1.2 million and
resulted in a gain to the seller of approximately $475,000, which amount was
offset against the allocated purchase price of the property and treated as a
distribution in the accompanying financial statements. Lease payments on this
property prior to purchase ($104,000 in 1994 and $489,000 in 1993) are included
in other expenses.
During 1995, prior to acquisition, ASC also purchased certain other equipment
from owners of ASC. The sellers' basis in the equipment was undeterminable and
thus the entire purchase price of $115,000 was offset against the recorded
equipment balance and treated as a distribution in the accompanying financial
statements. Rental payments on this equipment were approximately $75,000 in 1994
and are included in other expenses. No rental payments were made on this
equipment in 1995.
4. ASSETS HELD FOR SALE:
On April 1, 1991, Cajun-a-La-Carte, a 57.95%-owned subsidiary of AME in the
frozen seafood processing business, was merged into AME. Cajun-a-La-Carte ceased
operations in 1992 and its principal assets are being held for sale. The Company
has an agreement to lease these assets for a period of three years beginning
April 1, 1994 for monthly lease payments ($1,025) which are sufficient to cover
the monthly debt service on these assets. Management believes that these assets
will be sold at a price sufficient to realize the carrying value of $76,456 as
of December 31, 1995, which is net of accumulated depreciation of $70,932.
F-12
5. OTHER ASSETS:
Other assets include the following for the years ended December 31, 1995 and
1994:
1995 1994
-------- --------
GOODWILL, net of accumulated amortization of
$59,554 and $12,615 ................................... $397,022 $131,763
START-UP COSTS, net of accumulated amortization of
$129,241 and $45,377 .................................. 104,608 188,472
CLIENT LISTS ACQUIRED, net of accumulated amortization
of $115,343 and $73,265 ............................... 49,582 6,661
INVESTMENT IN A REAL ESTATE PARTNERSHIP .................. 50,174 42,585
OTHER .................................................... 151,868 61,821
-------- --------
$753,254 $431,302
======== ========
The excess of the total acquisition costs over the fair value of the net assets
acquired (goodwill) in various acquisitions (see Note 2) is amortized using the
straight-line method over a seven-year period.
Costs incurred to establish regional offices of ASM prior to beginning services
are capitalized as Other Assets and amortized over a five-year period.
In connection with the acquisition of various home health companies, ASM
purchased client lists whose cost is being amortized over a three-year period.
Other assets also include an investment in a real estate partnership, acquired
in connection with the purchase of ASC (see Note 2), which has certain partners
who are also owners of the Company. The investment is accounted for on the
equity method.
Other assets also include deferred organizational costs, which are being
amortized over a five-year period, deposits on leased properties and workers'
compensation policy deposits.
6. NOTES PAYABLE:
Notes payable as of December 31, 1995 and 1994, consist primarily of borrowings
under a $3,500,000 revolving line of credit which matures on August 7, 1996,
bears interest at bank prime (10.25% at December 31, 1995), and is secured by
accounts receivable, life insurance on the major stockholder and personal
guarantees of several stockholders. Such borrowings totaled $2,456,971 at
December 31, 1995 ($1,666,993 at December 31, 1994) at rates ranging from 8% to
10.25% (9% to 11% in 1994). As of December 31, 1995, approximately $1,043,000
was unused under this line of credit. The weighted average monthly interest rate
on short-term borrowings was 10.67% and 10.04% in 1995 and 1994, respectively.
The revolving line of credit is subject to certain covenants, including a
monthly borrowing base or margin requirement calculation, a debt service
coverage ratio and a leverage ratio. The Company was in default on one of the
covenants of these agreements at December 31, 1994, which default was waived by
the bank at that time. No such events of default existed at December 31, 1995.
The Company expects to renew the line of credit prior to its expiration.
F-13
7. LONG-TERM DEBT:
Long-term debt consists of notes payable to banks and other financial
institutions which are due in monthly installments through 2000:
1995
---------------------------------------
PAYEE INTEREST RATE CURRENT LONG-TERM
----- ------------- -------- ---------
Notes payable to banks ............. 7.75 - 14.39% $103,474 $208,164
Notes payable to finance and
equipment companies ............. 8.00 - 12.75% 283,374 3,023
-------- --------
$386,848 $211,187
======== ========
1994
---------------------------------------
PAYEE INTEREST RATE CURRENT LONG-TERM
----- ------------- -------- ---------
Notes payable to banks ............. 7.00% - 11.99% $69,519 $189,358
Notes payable to finance and
equipment companies ............. 9.75% - 12.75% 26,371 26,813
------- --------
$95,890 $216,171
======= ========
The fair value of long-term debt as of December 31, 1995, estimated based on the
Company's current borrowing rate of 10.25%, is approximately $546,000.
These borrowings are secured by equipment, vehicles and the personal guarantee
of a stockholder. Maturities of long-term debt as of December 31, 1995, are as
follows:
December 31 ,1996 .............................. $386,848
December 31, 1997 .............................. 91,320
December 31, 1998 .............................. 99,042
December 31, 1999 .............................. 9,946
December 31, 2000 .............................. 10,879
--------
$598,035
8. CAPITAL LEASES:
During 1995 and 1994, the Company acquired certain equipment under capital
leases. The related liabilities under these capital leases were recorded at the
present value of future minimum lease payments due under the leases.
F-14
The present minimum lease payments under the capital leases and the net present
value of future minimum lease payments are as follows:
December 31, 1996 ............................................. $ 234,205
December 31, 1997 ............................................. 166,214
December 31, 1998 ............................................. 123,952
December 31, 1999 ............................................. 60,452
December 31, 2000 ............................................. 2,365
---------
Total future minimum payments ................................. 587,188
Amount representing interest .................................. (113,942)
Present value of future minimum lease payments ........... 473,246
Current portion ............................................... 181,964
Long-term portion ............................................. $ 291,282
=========
9. INCOME TAXES:
The Companies file consolidated federal income tax returns, including all
subsidiaries which are owned more than 80%. State income tax returns are filed
individually by the subsidiaries in accordance with state statutes.
The Company utilizes the liability approach to measuring deferred tax assets and
liabilities based on temporary differences existing at each balance sheet date
using currently enacted tax rates in accordance with FASB Statement No. 109.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
The provision (benefit) for income taxes consists of the following:
1995 1994 1993
--------- -------- --------
Current portion ............... $ 361,136 $ 51,893 $ 45,495
Deferred portion .............. (161,500) (38,500) (5,000)
--------- -------- --------
$ 199,636 $ 13,393 $ 39,495
========= ======== ========
Net deferred tax assets consist of the following components:
1995 1994
--------- --------
Deferred tax assets:
Receivable allowance ......................... $ 97,000 $ 53,900
Self-insurance reserves ...................... 106,000 --
Losses of consolidated subsidiaries
(not consolidated for tax purposes) ........ 54,000 67,700
Deferred tax liabilities:
Property and equipment ....................... (49,000) (30,900)
--------- --------
208,000 90,700
Less: Valuation allowance ...................... -- (44,200)
--------- --------
$ 208,000 $ 46,500
========= ========
F-15
Total tax expense (benefit) on income before taxes resulted in effective tax
rates that differed from the federal statutory income tax rate. A reconciliation
follows:
1995 1994 1993
----- ----- -----
Income taxes computed on federal
statutory rate .......................... 34.00% 34.00% 34.00%
State income taxes ......................... 2.00 0.39 2.91
ASC income prior to merger (Note 2) ........ (16.88) (33.40) (31.30)
Losses of unconsolidated subsidiaries ...... 8.33 (0.65) --
Write-off of notes receivable from
unconsolidated subsidiaries ............. (14.39) -- --
Net operating losses utilized .............. -- (1.61) --
Nondeductible expenses and other ........... 4.60 1.96 1.78
----- ----- -----
Total ........................... 17.66% 0.69% 7.39%
===== ===== =====
10. RELATED PARTY TRANSACTIONS:
NOTES RECEIVABLE
Notes receivable from related parties consist of unsecured and noninterest
bearing notes from the President and certain stockholders of the Company
totaling approximately $18,000 at December 31, 1995 and 1994, receivables from
an internal medicine clinic (IMC) totaling approximately $256,000 and $345,000
at December 31, 1995 and 1994, respectively, and a receivable from the developer
of an outpatient surgery center to be leased by the Company in the future of
approximately $127,000 at December 31, 1995. The fair value of the notes
receivable from related parties is equal to the recorded value due to the short
term nature of the notes from the President, stockholders, and developer, and
the effective date of January 1, 1996 of the IMC notes.
In March, 1994, the Company entered into an agreement with IMC, an unrelated
party, to form a new corporation (APS) which is 60% owned by the Company and 40%
owned by the owners of IMC. APS acquired equipment and personal property from
IMC for approximately $340,000 and manages the continuing operations of IMC. The
Company loaned funds to APS to acquire the assets of IMC and meet working
capital requirements. This loan to APS, which is to be repaid solely from the
revenues of APS over a five-year period, bears interest at a rate of prime plus
2% and is eliminated in consolidation. APS recorded management fees of $541,449
in 1995 and $585,491 in 1994 from IMC. As discussed above, the unpaid management
fees are included in notes receivable from related parties. Effective January 1,
1996, IMC issued new notes to APS for the unpaid balance on this date. These
notes bear interest at 9%, require monthly principal and interest payments of
$4,076 with the balance due on maturity of January 1, 1999 and are secured by
the accounts receivable of IMC.
In accordance with the terms of the agreements with IMC, IMC has the right and
option to sell its stock back to APS at a price equal to 3.5 times the earnings
per share of APS attributable to each share of APS stock, to be calculated based
on the largest annual earnings per share amount during the three-year period
prior to the time such repurchase is requested by IMC. This option is not
exercisable until March 1, 1997 and, based on operations of APS through December
31, 1995, would not have a material effect on the Company's financial statements
if exercised.
F-16
NOTES PAYABLE
Notes payable to related parties consist primarily of a note issued in 1994 in
the original amount of $1,080,000, bearing interest at 9% (see Note 3). The note
is secured by all real estate and personal property of one of the surgical care
centers. Maturities of this debt as of December 31, 1995 are as follows:
December 31, 1996 ........................... $ 40,533
December 31, 1997 ........................... 44,335
December 31, 1998 ........................... 48,894
December 31, 1999 ........................... 410,295
December 31, 2000 ........................... 91,531
Thereafter .................................. 392,869
----------
$1,028,457
==========
The fair value of this note at December 31, 1995, estimated based on the
Company's current borrowing rate of 10.25%, was approximately $987,624.
The remaining balance of notes payable to related parties ($50,178) consists of
unsecured notes to certain stockholders of the Company that are due on demand
and bear interest at rates from 0% - 12%. The fair value of these notes is
assumed to be equal to the recorded balance due to the short-term nature of the
notes.
OTHER
Prior to acquisition by the Company, ASC engaged in the following transactions
with related parties during 1995 and 1994.
During 1993, the Company made payments totaling $169,500 to three doctors
who were members of ASC for services rendered in the capacity of medical
director (no such payments were made or required for 1994):
During 1993, ASC made payments to RPH, Inc., an entity whose primary owners
were also the controlling owners of ASC, aggregating approximately
$1,014,000 for leased employees. Terms of the contract covering this
transaction provided for ASC to pay RPH the salary costs of these employees
plus 30% for the term of the contract.
The Company made payments aggregating approximately $75,000 in 1994 and
$16,000 in 1993 for equipment rented from doctors who were members of ASC.
Payments totalling approximately $108,000 in 1995, $229,000 in 1994 and
$206,000 in 1993 were made to RPH, Inc. for anesthesia services. The
primary owners of RPH, Inc. were also controlling owners of ASC.
During 1994, the Company purchased the interest of two members (totaling
7.6%) for $252,000. This purchase was effected through the issuance of
notes payable. Of the purchased interest, 3% was sold in 1994 for $105,000.
The remaining repurchased interest of 4.6% has been reflected as a
reduction of retained earnings in the accompanying financial statements.
The Companies paid $18,935 in 1995 and $21,000 in 1994 for legal fees to a
stockholder and director of the Company.
APS paid medical director fees of $24,000 to a stockholder of the Company and a
total of $24,000 to two of the owners of IMC.
F-17
The Company had an investment in Network Wellness Systems, Inc. (NWS), the
corporate general partner of Sports/Spa and Clinic, a Louisiana Partnership In
Commendam ("SSC"), which operated a health club, spa, salon and wellness
facility within the Sandestin Resort (the Resort) in Destin, Florida. SSC began
business in November, 1991, and subsequently was placed in Chapter 11
Reorganization on April 23, 1993. The bankruptcy proceeding was thereafter
converted to a Chapter 7 liquidation. The Company determined the unpaid balance
due from NWS ($99,487) to be uncollectible and charged it against income in
1994. Two of the owners of IMC are also affiliated with NWS and SSC.
11. CAPITAL STOCK:
Prior to its acquisition of ANMC, M & N completed its initial public offering of
250,000 common shares for gross proceeds of $1,500,000 on August 26, 1993. In
connection with the offering, M & N issued 25,000 warrants to the Underwriter
(the Underwriter's Warrants), which are exercisable at $7.20 per common share
for a period of four years commencing April 28, 1994.
At December 31, 1993, there were 120,000,000 shares authorized of common stock,
$.001 par value per share, and 1,500,000 shares issued and outstanding.
Effective with the merger of M & N (merged corporation) with and into ANMC
(surviving corporation) in 1994 (see Note 1), each outstanding share of common
stock, $.001 par value per share, of the merged corporation was converted into
one share of common stock, $.001 par value per share, of the surviving
corporation. As a result of the merger and reincorporation of ANMC in the state
of Delaware, the number and class of authorized shares of capital stock of the
Company changed. As of December 31, 1994, there were 5,000,000 shares of common
stock authorized, $.001 par value per share, and 5,000,000 shares of preferred
stock authorized, $.001 par value per share. As of December 31, 1995, there were
10,000,000 shares of common stock authorized, $.001 par value per share, and
2,500,000 shares of preferred stock authorized, $.001 per share.
STOCK OPTIONS
The Company's Board of Directors has approved a Statutory Stock Option Plan
providing incentive stock options to key employees. The Plan is to be
administered by a Compensation Committee (appointed by the Board) which is to
determine, within the provisions of the Plan, those eligible employees to whom,
and the times at which, options shall be granted. Each option granted under the
Plan is to be convertible into one (1) share of common stock, unless adjusted in
accordance with the provisions of the Plan. Options may be granted for a number
of shares not to exceed, in the aggregate, 500,000 shares of common stock at an
option price per share of no less than 85% of the fair market value of a share
of common stock on the date the option is granted. If the option is granted to
any owner of 10% or more of the total combined voting power of the Company and
its subsidiaries, the option price is to be at least 110% of the fair market
value of a share of common stock on the date the option is granted. Each option
is to be fully exercisable when granted and may be exercised during a period as
determined by the Compensation Committee, not to exceed 10 years from the date
such option is granted. The aggregate fair market value of common stock subject
to an option granted to a participant by the Committee in any calendar year
shall not exceed $100,000. As of December 31, 1994, no options had been granted
under this Plan. During 1995, the Company granted 27,650 options at an exercise
price of $7.00 per share (87.5% of the fair market value on date of grant).
These options expire April, 1998. No options were exercised during 1995.
On December 19, 1990, the Company granted an option to purchase 1,600 shares of
its common stock at $5.00 per share to an employee under an arrangement whereby
share certificates were to be issued for all stock paid for through December
31st of each year, for the years 1991, 1992 and 1993. This option was later
converted to an option to purchase 2,032 shares of stock. This employee
purchased 1,648 shares of stock during 1993 and 1,200 shares of stock during
1994.
F-18
All administrative employees were given the option to purchase 6,250 shares for
$10,000 in September, 1992. Only one employee accepted this option which was
left open until March 31, 1993. This option to purchase 6,250 shares was later
converted to an option to purchase 7,938 shares of stock. During 1993, this
employee purchased 7,300 shares of ANMC stock in connection with this agreement.
An option to purchase shares of stock in a subsidiary was granted to an employee
in June, 1992. This option was later converted to the right to purchase 5,000
shares of the Company's stock for $6,300. During 1993, this employee purchased
3,150 shares of stock in connection with this agreement.
STOCK PURCHASE AGREEMENTS
On March 21, 1994, the Company had a private placement stock offering of 45,000
units, consisting of one share of common stock and one common stock purchase
warrant (unit) for $7.86 per share based on 85% of the average of the high and
low bid price per share on the first day of the offering which was March 21,
1994. The warrant included in the unit entitles the holder thereof to purchase
one share of common stock at a purchase price of $9.25 per share for a
three-year period. The private placement resulted in a total of 29,721 shares
being sold for $233,607. A portion of the sale was financed by the Company;
actual cash received as of December 31, 1994, was $126,473. The total amount of
$233,607 was recorded as common stock and additional paid-in capital. Equity has
been reduced for these sales for which cash has not been received as of December
31, 1994 and 1995.
12. COMMITMENTS AND CONTINGENCIES:
LEASES
The Company and its subsidiaries have leased office space at various locations
under noncancelable agreements which expire between January, 1995, and October,
2002, and require various minimum annual rentals. Total minimum rental
commitments at December 31, 1995, are due as follows:
1996 ............................. $ 781,756
1997 ............................. 646,329
1998 ............................. 570,163
1999 ............................. 518,044
2000 ............................. 473,746
Due thereafter ................... 1,083,733
----------
$4,073,771
==========
SELF-FUNDED INSURANCE PLANS
During 1995, the Company became self-insured for workers' compensation claims in
the State of Louisiana up to certain policy limits. Claims in excess of $200,000
per incident and $756,200 in the aggregate are insured by third party
reinsurers. The Company has accrued a liability for both outstanding as well as
incurred but not reported claims based on historical experience. Such reserves
totaled approximately $389,000 at December 31, 1995 and are included in accrued
insurance in the accompanying financial statements. In connection with the self
insurance and as required by the State of Louisiana, the Company issued a
$175,000 letter of credit in favor of the Louisiana Department of Labor, which
expired February 17, 1996, and was renewed to February 17, 1997.
F-19
PLANNED SURGICAL CARE CENTER
ASC plans to develop an additional surgical care operation in Hammond, Louisiana
in 1996. In connection with this development, ASC has committed to purchase a
60% interest in Hammond Surgical Care Center, L.C., a limited liability company
(HSCC), for $960,000. HSCC is expected to operate the surgical care facility
which is to be leased from an unrelated entity who plans to build the facility
and lease it to HSCC.
OTHER
The Companies are subject to various types of claims and disputes arising in the
course of their businesses. While the resolution of such issues is not presently
determinable with certainty, management believes that the ultimate resolution of
such matters will not have a significant effect on the Companies' financial
position or results of operations.
13. PENSION PLAN:
The Company adopted a pension plan qualified under Internal Revenue Code 401(k)
for all employees who are 21 years of age and have at least one year of service.
Under the plan, eligible employees may elect to defer a portion of their
compensation, subject to internal revenue service limits. The Company may make
matching contributions equal to a discretionary percentage of the employee's
salary reductions. No matching contributions were made for the years ended
December 31, 1995, 1994 and 1993.
14. SUBSEQUENT EVENTS:
During 1995, the Company began a process to develop a health maintenance
organization (HMO). In January, 1996, the Company deposited $500,000 in
connection with the HMO licensing process. The Company's president acquired a
67% interest in the HMO, which is still unlicensed, in exchange for arranging a
$1,000,000 letter of credit for the HMO, secured by shares in the Company owned
by the president. Neither the Company nor the Company's president have any
further formal commitment in connection with the HMO and the future development
of the HMO is undeterminable at this time.
F-20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be
incurred in connection with the distribution of the securities being registered.
The expenses shall be paid by the Registrant.
SEC Registration Fee ........................................ $ 1,440
Printing and Engraving Expenses ............................. 5,000
Legal Fees and Expenses ..................................... 20,000
Accounting Fees and Expenses ................................ 20,000
Blue Sky Fees and Expenses .................................. 1,000
Transfer Agent Fees ......................................... 500
Miscellaneous ............................................... 2,060
-------
TOTAL .................................................. $50,000
=======
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Certificate of Incorporation of the Company
provides for indemnification of officers, directors, agents and employees of the
Company as follows:
(a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner in which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
II-1
(d) Any indemnification under subsections (a) and (b) of this
Article (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b)
of this Article. Such determination shall be made (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by this Article. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under this Article.
(h) For purposes of this Article references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The foregoing discussion of the Company's Certificate of
Incorporation, and of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by such Certificate of Incorporation
and statutes, respectively.
II-2
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In December 1993, the Company issued 351 shares of Common Stock to
employees in exchange for an aggregate offering price of $37,000 which was paid
in cash.
In December 1993, the Company issued 75,000 shares to two
unaffiliated third parties for services rendered valued at nominal
consideration.
In March 1994, the Company issued 29,721 shares of Common Stock to
38 purchasers pursuant to a private placement stock offering. An aggregate cash
consideration of $264,000 was received upon issuance of these shares.
In April 1994, the Company issued 15,800 shares in exchange for all
of the outstanding stock of Priority Home Care, Inc. Consideration received for
the issuance of such shares was valued at $150,000.
In December 1994, the Company issued 1,200 shares of Common Stock
upon exercise of an outstanding stock option. Cash consideration received upon
exercise of this option was $6,000.
In March 1995, the Company issued 7,143 shares of Common Stock in
exchange for all of the outstanding stock of Health Care Services 24, Inc. The
consideration received for the issuance of these shares was valued at $50,000.
In May 1995, the Company issued 30,000 shares of Common Stock in
exchange for all of the outstanding stock of Home Care Plus, Inc. The
consideration received for the issuance of these shares was valued at $274,000.
In June 1995, the Company issued 1,000,000 shares of Common Stock
in connection with the acquisition of all of the outstanding membership interest
in Surgical Care Centers of Texas, LC. The consideration received for the
issuance of these shares was valued at $7 million.
In each case, the issuance of securities was exempt from
registration under the Act pursuant to Section 4(2) as a transaction by an
issuer not involving any public offering. In each instance, the purchaser had a
pre-existing relationship with the Company, the offers and sales were made
without public solicitation, the certificates bear restrictive legends, and
appropriate stop transfer orders have been given to the transfer agent. No
underwriter was involved in the transactions and no commissions were paid.
II-3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
2.1(1) - Acquisition Agreement dated December 20, 1993 between the Company and
M & N Capital Corp.
2.2(3) - Plan of Merger dated August 3, 1994 between M & N Capital Corp. and
the Company
2.3(4) - Certificate of Merger dated August 3, 1994 between M & N Capital
Corp. and the Company
3.1(4) - Certificate of Incorporation
3.2(4) - Bylaws
4.1(4) - Common Stock Specimen
4.2(1) - Representative's Warrant Agreement
5.1(6) - Opinion regarding Legality
10.1(4) - Loan Agreement with Sunburst Bank
10.2(4) - Loan Agreement with City National Bank of Baton Rouge
10.3(5) - Exchange Agreement dated June 30, 1995 between the Company and
Surgical Care Centers of Texas, L.C.
10.4(6) - Amended and Restated Stock Option Plan
16.1(2) - Letter dated February 14, 1994 from Poval, Scott & Company
21.1(6) - List of Subsidiaries
23.1(6) - Consent of Counsel (contained in Exhibit 5.1)
23.2(6) - Consents of Arthur Andersen, LLP and Hannis T. Bourgeois & Co.,
L.L.P., independent public accountants
- --------------------------
(1) Previously filed as an exhibit to the Current Report on Form 8-K dated
December 20, 1993.
(2) Previously filed as an exhibit to the Current Report on Form 8-K dated
February 14, 1994.
(3) Previously filed as an exhibit to the Current Report on Form 8-K dated
August 11, 1994.
(4) Previously filed as an exhibit to the Annual Report on Form 10-KSB for
the year ended December 31, 1994.
(5) Previously filed as an exhibit to the Current Report on Form 8-K dated
June 30, 1995.
(6) Filed herewith.
II-4
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
i. To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
ii. To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement; and
iii. To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it
was declared effective.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Baton
Rouge, State of Louisiana, on the 17 day of July 1996.
AMEDISYS, INC.
By /s/ WILLIAM F. BORNE
WILLIAM F. BORNE,
Chief Executive Officer
------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ WILLIAM F. BORNE Chief Executive Officer July 17, 1996
WILLIAM F. BORNE and Director (Principal
Executive Officer)
/s/ PROMOD K. SETH Chief Operating Officer July 17, 1996
PROMOD K. SETH
/s/ MITCHEL G. MOREL Chief Financial Officer July 17, 1996
MITCHEL G. MOREL (Principal Financial
and Accounting Officer)
/s/ IRVIN T. GREGORY President, Outpatient Surgery, July 17, 1996
IRVIN T. GREGORY and Director
/s/ WILLIAM M. HESSION, JR. Director July 17, 1996
WILLIAM M. HESSION, JR.
/s/ KARL A. LEBLANC Director July 17, 1996
KARL A. LeBLANC
/s/ ALAN J. OSTROWE Director July 17, 1996
ALAN J. OSTROWE
/s/ BORIS L. PAYAN Director July 17, 1996
BORIS L. PAYAN
</TABLE>
Exhibit 5.1
July 17, 1996
Mr. William F. Borne
AMEDISYS, Inc.
3029 S. Sherwood Forest Blvd., Suite 300
Baton Rouge, Louisiana 70816
Dear Mr. Borne:
As counsel for AMEDISYS, Inc., a Delaware corporation ("Company"), you
have requested our firm to render this opinion in connection with the
Registration Statement of the Company on Form S-1 filed under the Securities Act
of 1933, as amended ("Act"), with the Securities and Exchange Commission
relating to the registration of the issuance of 150,000 shares of common stock,
$.001 par value ("Common Stock"), and the resale of 445,909 shares of Common
Stock.
We are familiar with the registration statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the registration
statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
Based upon all the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
2. The shares of Common Stock to be issued are validly authorized
and, upon issuance, will be validly issued, fully paid and
nonassessable.
We consent to the use in the registration statement of the reference to
Brewer & Pritchard, P.C. under the heading "Legal Matters."
This opinion is conditioned upon the registration statement being
declared effective and upon compliance by the Company with all applicable
provisions of the Act and such state securities rules, regulations and laws as
may be applicable.
Very truly yours,
BREWER & PRITCHARD, P.C.
/s/ Thomas C. Pritchard
EXHIBIT 10.4
AMEDISYS, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
1. ADOPTION AND PURPOSE
AMEDISYS, INC., f/k/a Analytical Nursing Management Corporation, a
Delaware corporation (the "Company"), adopted its Statutory Stock
Option Plan for Employees ("Plan") effective May 5, 1994. The Company
hereby amends and restates the Plan in its entirety, effective December
15, 1995 as hereinafter set forth, subject to stockholder approval. The
purpose of the Plan is to foster and promote the financial success of
the Company and materially increase stockholder value by enabling
eligible key employees and others to participate in the long-term
growth and financial success of the Company. The Plan is intended to
provide "incentive stock options" within the meaning of that term under
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), as well as non-qualified stock options. Any proceeds of cash
or property received by the Company for the sale of AMEDISYS, INC.
common stock, $.001 par value (the "Common Stock") pursuant to Options
granted under this Plan will be used for general corporate purposes.
2. ADMINISTRATION
2.1 The Plan shall be administered by a committee (the
"Compensation Committee") appointed by the Board of Directors
of the Company (the "Board") and composed of at least two
Board members. The Compensation Committee shall meet the plan
administration requirements described under Rule 16b-3(c)(2)
promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or any similar rule which may
subsequently be in effect. Any vacancy on the Compensation
Committee shall be filled by the Board.
2.2 Subject to the express provisions of the Plan, the
Compensation Committee shall have the sole and complete
authority to (i) determine key employees and others to whom
awards hereunder shall be granted, (ii) make awards in such
form and amounts as it shall determine, (iii) impose such
limitations and conditions upon such awards as it shall deem
appropriate, (iv) interpret the Plan, prescribe, amend and
rescind rules and regulations relating to it, (v) determine
the terms and provisions of the respective participants'
agreements (which need not be identical), and (vi) make such
other determinations as it deems necessary or advisable for
the administration of the Plan. The decisions of the
Compensation Committee on matters within their jurisdiction
under the Plan shall be conclusive and binding on the Company
and all other persons. No members of the Board or the
Compensation Committee shall be liable for any action taken or
determination made in good faith.
2.3 All expenses associated with the Plan shall be paid by the
Company or its Subsidiaries.
3. DEFINITIONS
3.1 "CAUSE" when used in connection with the termination of a
Participant's employment with the Company, shall mean the
termination of the Participant's employment by the Company by
reason of (i) the conviction of the Participant of a crime
involving moral turpitude by a court of competent jurisdiction
as to which no further appeal can be taken; (ii) the proven
commission by the Participant of an act of fraud upon the
Company; (iii) the willful and proven misappropriation of any
funds or property of the Company by the Participant; (iv) the
willful, continued and unreasonable failure by the Participant
to perform duties assigned to him and agreed to by him; (v)
the knowing engagement by the Participant in any direct,
material conflict of interest with the Company without
compliance with the Company's conflict of interest policy, if
any, then in effect; (vi) the knowing engagement by the
Participant, without the written approval of the Board of
Directors of the Company, in any activity which competes with
the business of the Company or which would result in a
material injury to the Company; or (vii) the knowing
engagement in any activity which would constitute a material
violation of the provisions of the Company's insider trading
policy or business ethics policy, if any, then in effect.
3.2 "CHANGE IN CONTROL" shall mean the occurrence of any of the
following events:
(i) any Person becomes, after the effective date of this
Plan, the "beneficial owner" (as defined in Rule
13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company
representing 30% or more of the combined voting power
of the Company's then outstanding securities, unless
the Board (as constituted immediately prior to such
Change in Control) determines in its sole absolute
discretion that no Change in Control has occurred;
(ii) Individuals who constitute the Board on the effective
date of the Plan cease, for any reason, to constitute
at least a majority of the Board of Directors;
PROVIDED, HOWEVER, that any person becoming a
director subsequent to the effective date of the Plan
who was nominated for election by at least 662/3% of
the Board as constituted on the effective date of the
Plan (other than the nomination of an individual
whose initial assumption of office is in connection
with an actual or threatened election contest
relating to the election of the Board of Directors,
as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for
purposes of this Plan, considered a member of the
Board as constituted on the effective date of the
Plan; or
(iii) the Board of Directors determines in its sole and
absolute discretion that there has been a Change in
Control of the Company.
3.3 "CONSULTANT" shall mean any person who is engaged by the
Company or any parent or Subsidiary of the Company to render
consulting services and is compensated for such consulting
services.
3.4 "CONTINUOUS SERVICE" shall mean the absence of any
interruption or termination of employment with or service to
the Company or any parent or Subsidiary of the Company that
now exists or hereinafter is organized or acquires the Company
for a period of 12 months. Continuous Service shall not be
considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by the Company
provided that such interruption shall not be longer than 90
consecutive days.
3.5 "ELIGIBLE EMPLOYEE" shall mean an Employee that has provided
continuous service to the Company or to any parent or
Subsidiary of the Company that now exists or hereafter is
organized or acquires the Company.
3.6 "EMPLOYEE" shall mean any person employed on an hourly or
salaried basis by the Company or any parent or Subsidiary of
the Company that now exists or hereafter is organized or
acquires the Company.
3.7 The "FAIR MARKET VALUE" of a share of Common Stock on any date
shall be (i) the closing sales price on the immediately
preceding business day of a share of Common Stock as reported
on the principal securities exchange on which shares of Common
Stock are then listed or admitted to trading or (ii) if not so
reported, the average of the closing bid and asked prices for
a share of Common Stock on the immediately preceding business
day as quoted on the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") or (iii) if not
quoted on Nasdaq, the average of the closing bid and asked
prices for a share of Common Stock as quoted by the National
Quotation Bureau's "Pink Sheets" or the National Association
of Securities Dealers' OTC Bulletin Board System. If the price
of a share of Common Stock shall not be so reported, the Fair
Market Value of a share of
- 2 -
Common Stock shall be determined by the Compensation Committee
in its absolute discretion. In no event shall the Fair Market
Value of any share of Common Stock be less than its par value.
3.8 "INCENTIVE STOCK OPTION" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of
the Code and which is identified as an Incentive Stock Option
in the agreement by which it is evidenced.
3.9 "NON-QUALIFIED STOCK OPTION" shall mean an Option which is not
an Incentive Stock Option and which is identified as a
Non-Qualified Stock Option in the agreement by which it is
evidenced.
3.10 "OPTION" shall mean an Option to purchase shares of Common
Stock of the Company granted pursuant to this Plan. Each
Option shall be identified either as an Incentive Stock Option
or a Non- Qualified Stock Option in the agreement by which it
is evidenced.
3.11 "SUBSIDIARY" shall mean a corporation (other than the Company)
in which the Company directly or indirectly controls 50% or
more of the combined voting power of all stock of that
corporation.
4. ELIGIBILITY
The Compensation Committee may grant Options to purchase Common Stock
under this Plan to Eligible Employees of the Company or its
Subsidiaries, as well as to non-employee directors and Consultants.
Employees of the Company, as well as non-employee directors and
Consultants who are granted Options pursuant to this Plan shall be
referred to as "Participants." The Compensation Committee shall
determine, within the provisions of the Plan, those persons to whom,
and the times at which, Options shall be granted. In making such
determinations, the Compensation Committee may take into account the
nature of the services rendered by such person, his or her present and
potential contributions to the Company's success, and such other
factors as the Compensation Committee in its discretion shall deem
relevant. Grants may be made to the same individual on more than one
occasion.
5. GRANTING OF OPTIONS
5.1 POWERS OF THE COMPENSATION COMMITTEE. The Compensation
Committee shall determine, in accordance with the provisions
of the Plan, the duration of each Option, the exercise price
of each Option, the time or times within which (during the
term of the Option) all or portions of each Option may be
exercised, and whether cash, Common Stock, or other property
may be accepted in full or partial payment upon exercise of an
Option.
5.2 NUMBER OF OPTIONS. As soon as practicable after the date an
individual is determined to be eligible under Section 4
hereof, the Compensation Committee may, in its discretion,
grant to such person a number of Options determined by the
Compensation Committee.
6. COMMON STOCK
Each Option granted under the Plan shall be convertible into one share
of Common Stock, unless adjusted in accordance with the provisions of
Section 8 hereof. Options may be granted for a number of shares not to
exceed, in the aggregate, 500,000 shares of Common Stock, subject to
adjustment pursuant to Section 8 hereof. For purposes of calculating
the maximum number of shares of Common Stock that may be issued under
the Plan, (i) all the shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted when cash
is used as full payment for shares issued upon the exercise of an
Option, and (ii) shares tendered by a Participant as payment for shares
issued upon exercise of an Option shall be available for issuance under
the Plan. Upon the exercise of an Option, the Company may deliver
either
- 3 -
authorized but unissued shares, treasury shares, or any combination
thereof. In the event that any Option granted under the Plan expires
unexercised, or is surrendered by a Participant for cancellation, or is
terminated or ceases to be exercisable for any other reason without
having been fully exercised, the Common Stock subject to such Option
shall again become available for new Options to be granted under the
Plan to any eligible person (including the holder of such former
Option) at an exercise price determined in accordance with Section 7.2
hereof, which price may then be greater or less than the exercise price
of such former Option. No fractional shares of Common Stock shall be
issued, and the Compensation Committee shall determine the manner in
which fractional share value shall be treated.
7. REQUIRED TERMS AND CONDITIONS OF OPTIONS
7.1 AWARD OF OPTIONS. The Compensation Committee may, from time to
time and subject to the provisions of the Plan and such other
terms and conditions as the Compensation Committee may
prescribe, grant to any Participant in the Plan one or more
Incentive Stock Options or Non-Qualified Stock Options to
purchase for cash or shares the number of shares of Common
Stock allotted by the Compensation Committee. However, subject
to the provisions of Sections 7.4 and 7.5, Incentive Stock
Options may be granted only to Eligible Employees. The date an
Option is granted shall mean the date selected by the
Compensation Committee as of which the Compensation Committee
allots a specific number of shares to a Participant pursuant
to the Plan.
7.2 EXERCISE PRICE. The exercise price of any Non-Qualified Stock
Option granted under the Plan shall be such price as the
Compensation Committee shall determine on the date on which
such Non- Qualified Stock Option is granted; provided, that
such price may not be less than 85% of the Fair Market Value
of a share of Common Stock on the date the Option is granted.
Except as provided in Section 7.4 hereof, the exercise price
of any Incentive Stock Option granted under the Plan shall be
not less than 100% of the Fair Market Value of a share of
Common Stock on the date on which such Incentive Stock Option
is granted.
7.3 TERM AND EXERCISE. Each Option shall be exercisable on such
date or dates, during such period and for such number of
shares of Common Stock as shall be determined by the
Compensation Committee on the day on which such Option is
granted and set forth in the agreement evidencing the Option;
PROVIDED, HOWEVER, that (A) no Option shall be exercisable
after the expiration of 10 years from the date such Option was
granted, and (B) no Incentive Stock Option granted to a 10%
shareholder as set forth in Section 7.4 hereof shall be
exercisable after the expiration of five years from the date
such Incentive Stock Option was granted, and, PROVIDED,
FURTHER, that each Option shall be subject to earlier
termination, expiration or cancellation as provided in the
Plan. Each Option shall be exercisable in whole or in part
with respect to whole shares of Common Stock. The partial
exercise of an Option shall not cause the expiration,
termination or cancellation of the remaining portion thereof.
On the partial exercise of an Option, the agreement evidencing
such Option shall be returned to the Participant exercising
such Option together with the delivery of the certificates
described in Section 7.7 hereof.
7.4 TEN PERCENT SHAREHOLDER. Notwithstanding anything to the
contrary in this Plan, Incentive Stock Options may not be
granted to any owner of 10% or more of the total combined
voting power of the Company and its Subsidiaries unless (i)
the exercise price is at least 110% of the Fair Market Value
of a share of Common Stock on the date the Option is granted,
and (ii) the Option by its terms is not exercisable after the
expiration of five years from the date such Incentive Stock
Option is granted.
7.5 MAXIMUM AMOUNT OF OPTION GRANT. To the extent that the
aggregate Fair Market Value (determined on the date the Option
is granted) of Common Stock subject to Incentive Stock Options
- 4 -
exercisable for the first time by a Participant during any
calendar year exceeds $100,000, such Options shall be treated
as Non-Qualified Stock Options.
7.6 METHOD OF EXERCISE. An Option shall be exercised by delivering
notice to the Company's principal office, to the attention of
its Secretary, no fewer than five business days in advance of
the effective date of the proposed exercise. Such notice shall
be accompanied by the agreement evidencing the Option, shall
specify the number of shares of Common Stock with respect to
which the Option is being exercised and the effective date of
the proposed exercise, and shall be signed by the Participant.
The Participant may withdraw such notice at any time prior to
the close of business on the business day immediately
preceding the effective date of the proposed exercise, in
which case such agreement shall be returned to the
Participant. Payment for shares of Common Stock purchased upon
the exercise of an Option shall be made on the effective date
of such exercise either (i) in cash, by certified check, bank
cashier's check or wire transfer or (ii) subject to the
approval of the Compensation Committee, in shares of Common
Stock owned by the Participant and valued at their Fair Market
Value on the effective date of such exercise, or partly in
shares of Common Stock with the balance in cash, by certified
check, bank cashier's check or wire transfer. Any payment in
shares of Common Stock shall be effected by the delivery of
such shares to the Secretary of the Company, duly endorsed in
blank or accompanied by stock powers duly executed in blank,
together with any other documents and evidences as the
Secretary of the Company shall require from time to time.
7.7 DELIVERY OF STOCK CERTIFICATES. Certificates for shares of
Common Stock purchased on the exercise of an Option shall be
issued in the name of the Participant and delivered to the
Participant as soon as practicable following the effective
date on which the Option is exercised; PROVIDED, HOWEVER, that
such delivery shall be effected for all purposes when the
stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the
Participant.
8. ADJUSTMENTS
8.1 The aggregate number or type of shares of Common Stock with
respect to which Options may be granted hereunder, the number
or type of shares of Common Stock subject to each outstanding
Option, and the exercise price per share for each such Option
may all be appropriately adjusted, as the Compensation
Committee may determine, for any increase or decrease in the
number of shares of issued Common Stock resulting from a
subdivision or consolidation of shares whether through
reorganization, recapitalization, consolidation, payment of a
share dividend, or other similar increase or decrease.
8.2 Subject to any required action by the stockholders, if the
Company shall be a party to a transaction involving a sale of
substantially all its assets, a merger, or a consolidation,
any Option granted hereunder shall pertain to and apply to the
securities to which a holder of Common Stock would be entitled
to receive as a result of such transaction; PROVIDED, HOWEVER,
that all unexercised Options under the Plan may be cancelled
by the Company as of the effective date of any such
transaction by giving notice to the holders of such Options of
its intention to do so, and by permitting the exercise of such
Options during the 30-day period immediately after the date
such notice is given.
8.3 In the case of dissolution of the Company, every Option
outstanding hereunder shall terminate; PROVIDED, HOWEVER, that
each Option holder shall have 30 days' prior written notice of
such event, during which time he shall have a right to
exercise his partly or wholly unexercised Options.
8.4 On the basis of information known to the Company, the
Compensation Committee shall make all determinations under
this Section 8, including whether a transaction involves a
sale of substantially
- 5 -
all the Company's assets; and all such determinations shall be
conclusive and binding on the Company and all other persons.
8.5 Upon the occurrence of a Change in Control, the Compensation
Committee (as constituted immediately prior to the Change in
Control) shall determine, in its absolute discretion, whether
each Option granted under the Plan and outstanding at such
time shall become fully and immediately exercisable and shall
remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan or whether each
such Option shall continue to vest according to its terms.
9. OPTION AGREEMENTS
Each award of Options shall be evidenced by a written
agreement, executed by the Participant and the Company, which
shall contain such restrictions, terms and conditions as the
Compensation Committee may require in accordance with the
provisions of this Plan. Option agreements need not be
identical. The certificates evidencing the shares of Common
Stock acquired upon exercise of an Option may bear a legend
referring to the terms and conditions contained in the
respective Option agreement and the Plan, and the Company may
place a stop transfer order with its transfer agent against
the transfer of such shares. If requested to do so by the
Compensation Committee at the time of exercise of an Option,
each Participant shall execute a certificate indicating that
he is purchasing the Common Stock under such Option for
investment and not with any present intention to sell the
same.
10. LEGAL AND OTHER REQUIREMENTS
10.1 The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of 1933, as
amended, of any shares of Common Stock to be issued hereunder
or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company
shall not be obligated to cause to be issued or delivered any
certificates evidencing shares of Common Stock pursuant to the
Plan unless and until the Company is advised by its counsel
that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded. The
Compensation Committee may require, as a condition of the
issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient
of such shares make such covenants, agreements and
representations, and that such certificates bear such legends,
as the Compensation Committee, in its sole discretion, deems
necessary or desirable. The exercise of any Option granted
hereunder shall only be effective at such time as counsel to
the Company shall have determined that the issuance and
delivery of shares of Common Stock pursuant to such exercise
is in compliance with all applicable laws, regulations of
governmental authorities and the requirements of any
securities exchange on which shares of Common Stock are
traded. The Company may, in its sole discretion, defer the
effectiveness of any exercise of an Option granted hereunder
in order to allow the issuance of shares of Common Stock
pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance
available under federal or state securities laws. The Company
shall inform the Participant in writing of its decision to
defer the effectiveness of the exercise of an Option granted
hereunder. During the period that the effectiveness of the
exercise of an Option has been deferred, the Participant may,
by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.
10.2 With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under
the Exchange Act. To the extent any provisions of the Plan or
action by the Compensation Committee fails to so comply, it
shall be deemed null and void, to the
- 6 -
extent permitted by law and deemed advisable by the
Compensation Committee. Moreover, in the event the Plan does
not include a provision required by Rule 16b-3 to be stated
therein, such provision (other than one relating to
eligibility requirements, or the price and amount of Options)
shall be deemed automatically to be incorporated by reference
into the Plan insofar as Participants subject to Section 16
are concerned. The Compensation Committee may at any time
impose any limitations upon the exercise, delivery and payment
of any Option which, in the Compensation Committee's
discretion, are necessary in order to comply with Section
16(b) and the rules and regulations thereunder.
10.3 A Participant shall have no rights as a stockholder with
respect to any shares covered by an Option, or exercised by
him, until the date of delivery of a stock certificate to him
for such shares. No adjustment, other than pursuant to Section
8 hereof, shall be made for dividends or other rights for
which the record date is prior to the date such stock
certificate is delivered.
11. NON-TRANSFERABILITY
During the lifetime of a Participant, any Option granted to
him shall be exercisable only by him or by his guardian or
legal representative. No Option shall be assignable or
transferable, except by will, by the laws of descent and
distribution, or pursuant to certain domestic relations
orders. The granting of an Option shall impose no obligation
upon the holder thereof to exercise such Option or right.
12. NO CONTRACT OF EMPLOYMENT
The adoption of this Plan or the grant of any Option shall not
be construed as giving a Participant the right to continued
employment with the Company or any Subsidiary of the Company.
Furthermore, the Company or any Subsidiary of the Company may
at any time dismiss a Participant from employment, free from
any liability or claim under the Plan, unless otherwise
expressly provided in the Plan or any Option agreement.
13. EFFECT OF TERMINATION OF EMPLOYMENT
13.1 If the employment or consulting, service or similar
relationship of a Participant with the Company shall terminate
for any reason other than Cause, "permanent and total
disability" (within the meaning of Section 22(e)(3) of the
Code) or the death of the Participant (a) Options granted to
such Participant, to the extent that they were exercisable at
the time of such termination, shall remain exercisable until
the expiration of one month after such termination, on which
date they shall expire, and (b) Options granted to such
Participant, to the extent that they were not exercisable at
the time of such termination, shall expire at the close of
business on the date of such termination; PROVIDED, HOWEVER,
that no Option shall be exercisable after the expiration of
its term.
13.2 If the employment or consulting, service or similar
relationship of a Participant with the Company shall terminate
on account of the "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) or the death of the
Participant (a) Options granted to such Participant, to the
extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of
one year after such termination, on which date they shall
expire, and (b) Options granted to such Participant, to the
extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date
of such termination; PROVIDED, HOWEVER, that no Option shall
be exercisable after the expiration of its term.
13.3 In the event of the termination of a Participant's employment
or other relationship for Cause, all outstanding Options
granted to such Participant shall expire at the commencement
of business on the date of such termination.
- 7 -
14. INDEMNIFICATION OF COMPENSATION COMMITTEE
In addition to such other rights of indemnification as they
may have as members of the Board or the Compensation
Committee, the members of the Compensation Committee shall be
indemnified by the Company against the reasonable expenses,
including attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding
(or in connection with any appeal therein), to which they or
any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any
Option granted hereunder, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such
Compensation Committee member is liable for gross negligence
or misconduct in the performance of his duties; provided that
within 60 days after institution of any such action, suit or
proceeding a Compensation Committee member shall in writing
offer the Company the opportunity, at its own expense, to
handle and defend the same.
15. WITHHOLDING TAXES
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company
shall have the right to require the Participant to remit to
the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares.
Alternatively, the Company may issue or transfer such shares
of Common Stock net of the number of shares sufficient to
satisfy the withholding tax requirements. For withholding tax
purposes, the shares of Common Stock shall be valued on the
date the withholding obligation is incurred.
16. NEWLY ELIGIBLE EMPLOYEES
Except as otherwise provided herein, the Compensation
Committee shall be entitled to make such rules, regulations,
determinations and awards as it deems appropriate in respect
of any employee who becomes eligible to participate in the
Plan.
17. TERMINATION AND AMENDMENT OF PLAN
The Board of Directors may at any time suspend or discontinue
the Plan or revise or amend it in any respect whatsoever,
PROVIDED, HOWEVER, that without approval of the holders of a
majority of the outstanding shares of Common Stock present in
person or by proxy at an annual or special meeting of
stockholders, no revision or amendments shall (i) increase the
number of shares of Common Stock that may be issued under the
Plan, except as provided in Section 8 hereof, (ii) materially
increase the benefits accruing to individuals holding Options
granted pursuant to the Plan or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
18. GENDER AND NUMBER
Except when otherwise indicated by the context, words in the
masculine gender when used in the Plan shall include the
feminine gender and vice versa, and the singular shall include
the plural and the plural shall include the singular.
19. GOVERNING LAW
The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of
Delaware.
- 8 -
20. EFFECTIVE DATE OF PLAN
The effective date of the Plan is May 5, 1994. The Plan, each
amendment to the Plan, and each Option granted under the Plan
is conditioned on and shall be of no force or effect until
approval of the Plan and each amendment of the Plan by the
holders of a majority of the shares of Common Stock of the
Company.
- 9 -
SUBSIDIARIES
OF
AMEDISYS, INC.,
a Delaware corporation
("AMED")
<TABLE>
<CAPTION>
STATE OF ACTUAL OWNERSHIP ASSUMED
INCORPORATION NAME PARENT PERCENTAGE NAMES
- ------------- ------ ------ ---------- -------
<S> <C> <C> <C> <C>
Texas AMEDISYS Surgery Centers, L.C. AMED 100% AMEDISYS Surgery Center of South Houston
AMEDISYS Surgery Center of Pasadena
Louisiana AMEDISYS Nursing Services, Inc. AMED 100%
Louisiana AMEDISYS Staffing Services, Inc. ("AME") AMED 100%
Louisiana AMEDISYS Specialized Medical AMED 100%
Services, Inc. ("ASM")
Louisiana AMEDISYS Physician Services, AMED 60%
Inc.
Nevada FutureCare, Inc. AMED 55%
Louisiana FutureCare Health Plans of AMED 33%
Louisiana, Inc.
Texas MedAmerica, Inc. of Texas AME 80%
Louisiana MedAMErica, Inc. AME 80%
Louisiana AMEDISYS Home Health, Inc. ASM 100%
Texas AMEDISYS Home Health, Inc. of ASM 100%
Texas
Louisiana Jackson Rural Health Clinic, Inc. ASM 60%
Louisiana Kentwood Rural Health Clinic, Inc. ASM 60%
Louisiana Bastrop Rural Health Clinic, Inc. ASM 60%
</TABLE>
<PAGE>
EXHIBIT 23.2(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 15, 1996 on the consolidated financial statements of Amedisys, Inc.
as of December 31, 1995 and for each of the three years in the period ended
December 31, 1995 included in the Prospectus which is a part of the S-1
Registration Statement dated July 17, 1996 covering the registration of 595,909
shares of Amedisys, Inc. common stock and to the reference to us under the
heading "Experts" in such Prospectus.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
July 17, 1996
<PAGE>
EXHIBIT 23.2(B)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 15, 1996 on the consolidated financial statements of Amedisys, Inc.
as of December 31, 1995 and for each of the three years in the period ended
December 31, 1995 included in the Prospectus which is a part of the S-1
Registration Statement dated July 17, 1996 covering the registration of 595,909
shares of Amedisys, Inc. common stock and to the reference to us under the
heading "Experts" in such Prospectus.
HANNIS T. BOURGEOIS & CO., L.L.P.
Baton Rouge, Louisiana
July 17, 1996
