<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 1, 1998
AMEDISYS, INC.
--------------
(Exact name of registrant as specified in its charter)
DELAWARE
--------
(State or other jurisdiction of incorporation)
0-24260 11-3131700
------- ----------
(Commission File Number) (I.R.S. Employer
Identification No.)
3029 South Sherwood Forest Boulevard, Suite 300
Baton Rouge, Louisiana 70816
----------------------------
(Address of principal executive offices, including zip code)
(504) 292-2031
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 1 CHANGES IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On January 1, 1998, the Company acquired all of the stock of
Alliance Home Health, Inc. ("Alliance"), a home health care business
with locations throughout Oklahoma, in exchange for $300,000 and
194,286 shares of common stock. The amount of consideration was
negotiated through an arm's length transaction. Of the 194,286 shares
of Company common stock issued to the former owners of Alliance,
122,857 shares were placed in escrow as consideration for certain
contingent liabilities which may be asserted against the former
stockholder of Alliance to the extent such claims exceed $500,000
(singularly and/or in aggregate). The contingent liabilities include
any material misstatement or omission in any representation or breach
of any warranty, covenant or agreement of Alliance or its stockholder,
any Medicare liabilities, any liability from lawsuits or arbitration,
any payment to be made by Alliance pursuant to a previous acquisition,
or any liability addressed in the purchaser document. The escrow
period expires December 31, 2003. The majority stockholder of
Alliance entered into a three year employment agreement and two year
non-compete and non-solicitation agreement with the Company. The
employment agreement is for the position of vice president with duties
incident to such positions with the Company. The non-compete and non-
solicitation agreement is for a period of two years after the
termination of the employment agreement. The non-compete and non-
solicitation agreement provides that the employee will not divert any
business from the Company or compete in the business area defined as
the State of Oklahoma. This restricted activity is in relation to
home health agencies or infusion-related business. Additionally, the
non-compete and non-solicitation agreement provides that the employee
will not solicit employees or clients from the Company. This employee
resigned in March 1998. The Company does not expect any material
ramifications as a result of this action. The acquisition of Alliance
was deemed "significant," accordingly, separate historical and pro
forma financial statements are filed herewith.
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
-2-
<PAGE>
ITEM 5 OTHER EVENTS
Inapplicable
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS
Inapplicable
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements of the acquired business from Alliance
Home Health, Inc. for the periods required by Rule 3-05(b) of
Regulation S-X are attached hereto as Annex A.
(b) Pro Forma Financial Information.
The pro forma financial information of the Company required
pursuant to Article 11 of Regulation S-X is attached thereto as
Annex B.
ITEM 8 CHANGE IN FISCAL YEAR
Inapplicable
-3-
<PAGE>
ARTHUR ANDERSEN LLP
ALLIANCE HOME HEALTH, INC.
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1997 AND 1996
TOGETHER WITH INDEPENDENT AUDITORS' REPORT
<PAGE>
ANNEX A
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Alliance Home Health, Inc.:
We have audited the accompanying balance sheets of Alliance Home Health, Inc.
(an Oklahoma corporation) as of September 30, 1997 and 1996, and the related
statements of operations and retained earnings, and cash flows for the years
then ended. 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 financial position of Alliance Home Health, Inc. as
of September 30, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/ Arthur Andersen LLP
New Orleans, Louisiana,
June 17, 1998
<PAGE>
ALLIANCE HOME HEALTH, INC.
BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
------ ----------- ---------
CURRENT ASSETS:
<S> <C> <C>
Cash $ 64,538 $ 116,852
Accounts receivable, net of allowance for doubtful accounts of
$190,000 in 1997 and $0 in 1996 (Note 1) 1,418,687 1,188,479
Prepaid expenses 500 121,079
----------- ----------
Total current assets 1,483,725 1,426,410
----------- ----------
DUE FROM RELATED PARTY (Note 6) 522,693 181,999
----------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET (Note 3) 230,696 329,758
----------- ----------
OTHER ASSETS:
Goodwill, net of accumulated amortization of $53,000
at September 30, 1996 (Note 1) -- 278,864
Deposits 19,337 10,638
----------- ----------
Total other assets 19,337 289,502
----------- ----------
Total assets $ 2,256,451 $2,227,669
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 733,056 $ 187,699
Accrued expenses 2,363,958 1,334,260
Notes payable and current portion of long-term debt (Note 6 and 7) 1,008,735 988,686
----------- ----------
Total current liabilities 4,105,749 2,510,695
----------- ----------
LONG-TERM DEBT (Note 6 and 7) 725,841 517,369
----------- ----------
COMMITMENTS AND CONTINGENCIES (Note 8) -- --
STOCKHOLDERS' EQUITY:
Common stock ($1.00 par; 10,000 shares authorized;
500 shares issued and outstanding) 500 500
Retained earnings (deficit) (2,575,639) (800,845)
----------- ----------
Total stockholders' equity (2,575,139) (800,345)
----------- ----------
Total liabilities and stockholders' equity $ 2,256,451 $2,227,669
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ALLIANCE HOME HEALTH, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
SERVICE REVENUE (Note 1) $ 9,170,995 $8,317,849
COST OF SERVICE REVENUE 4,468,909 4,317,026
----------- ----------
Gross margin 4,702,086 4,000,823
----------- ----------
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and benefits 3,460,841 3,042,298
Other 2,623,202 1,355,706
----------- ----------
Total general and administrative expenses 6,084,043 4,398,004
----------- ----------
OTHER INCOME (EXPENSE):
Interest expense (319,255) (411,721)
Miscellaneous (73,582) (4,447)
----------- ----------
Total other income (expense) (392,837) (416,168)
----------- ----------
NET (LOSS) (1,774,794) (813,349)
RETAINED EARNINGS (DEFICIT), beginning of year (800,845) 12,504
----------- ----------
RETAINED EARNINGS (DEFICIT), end of year $(2,575,639) $ (800,845)
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ALLIANCE HOME HEALTH, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net (loss) $(1,774,794) $(813,349)
Adjustments to reconcile net loss to cash provided
by operating activities-
Depreciation and amortization 92,165 104,884
Provision for bad debts 190,000 --
Loss on disposal of property 76,421 --
Write-off of goodwill (Note 1) 256,743 --
Other, net -- 32,113
(Increase) decrease in receivables (420,208) 629,039
(Increase) decrease in prepaid expenses 120,579 (64,004)
Increase in due from related party (340,694) (181,999)
Increase in deposits (8,699) (2,910)
Increase in accounts payable 545,357 37,316
Increase in accrued expenses 1,029,698 696,815
----------- ---------
Net cash provided by (used in) operating activities (223,432) 437,905
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash used in purchase acquisitions -- (100,000)
Net borrowings on line of credit (Note 6) (861,275) (194,071)
Borrowings of long-term debt 1,456,421 472,374
Payments of long-term debt (366,625) (243,235)
----------- ---------
Net cash provided by (used in) financing activities 228,521 (64,932)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (72,000) (265,696)
Proceeds from sale of property, plant and equipment 24,597 --
----------- ---------
Net cash (used in) investing activities (47,403) (265,696)
----------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (52,314) 107,277
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 116,852 9,575
----------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 64,538 $ 116,852
=========== =========
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Acquisition of home health agency-
Cash paid in exchange $ -- $ 100,000
Value of note payable issued in exchange -- 83,100
Working capital acquired net of cash and cash equivalents -- 122,452
Fair value of property and equipment acquired -- (121,123)
Long-term debt assumed -- 36,250
----------- ---------
Goodwill recorded in exchange $ -- $ 220,679
=========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ALLIANCE HOME HEALTH, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
Organization
Alliance Home Health, Inc. (Alliance or the Company) was incorporated on October
14, 1994. The Company provides home health services, primarily to Medicare
patients, from nine offices in Oklahoma.
Accounts Receivable
Accounts receivable consist primarily of amounts due from Medicare patients
which are recorded in the financial statements based on the interim payment rate
currently in effect with the applicable Medicare intermediary. As discussed in
Note 6, substantially all of the Company's Medicare accounts receivable have
been pledged to a financing company as collateral on a credit line.
Property and Equipment
Property and equipment is carried at cost. Additions and improvements are
capitalized; ordinary maintenance and repair expenses are charged to income as
incurred. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any gain or loss is credited or charged
to income.
Capitalized leases, primarily of computer equipment, are included in property
and equipment at the present value of the future rentals at lease inception and
are amortized over the lesser of the applicable lease term or the useful life of
the equipment.
For financial reporting purposes, depreciation and amortization of property
including those subject to capital leases ($70,000 in 1997 and $57,000 in 1996)
is included in other general and administrative expenses and is provided
utilizing the straight-line method based upon the following useful lives:
Buildings 5 years
Equipment and furniture 5-15 years
Goodwill
Alliance has acquired the operations and certain assets of other home health
agencies. The excess of the amounts paid by Alliance over the fair market value
of identifiable assets has been recorded in the balance sheet as goodwill, and
is being amortized over a fifteen-year period. Amortization expense was $22,000
and $48,000 during fiscal 1997 and 1996, respectively. In 1997, the Company
determined that the realization of the carrying value of goodwill could not be
assured and wrote-off the remaining balance of $257,000.
<PAGE>
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 payable
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 has historically been based on cost reimbursement subject to certain
limits. Final reimbursement is determined after submission of annual cost
reports and audits thereof by the fiscal intermediaries. Effective October 1,
1997, home health cost limits were reduced and per beneficiary limits were
established which will reduce payments to home health service providers in the
future. Additional regulations are expected to change the payment methodology
for home health care services to Medicare patients from a cost based
reimbursement system to a prospective payment system effective October 1, 1999.
Earnings Per Share
Earnings per share prior to the acquisition by Amedisys, Inc. (see Note 9) is
not meaningful and is therefore not presented.
Use of Estimates
The accounting and reporting policies of the Company and its subsidiaries
conform with generally accepted accounting principles. In preparing the
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.
2. REIMBURSEMENT FOR MEDICARE SERVICES:
Substantially all of the Company's revenues are received from the Medicare
program. The Company is paid for its services to Medicare beneficiaries under a
cost reimbursement methodology, subject to maximum amounts per visit as
determined by Federal regulation. Alliance submits claims to Medicare
intermediaries for visits made, and receives payment for those visits based on
tentative interim rates. Alliance's classification of patients' eligibility
under the Medicare program and the eligibility of the services provided under
Medicare are subject to review by Medicare's fiscal intermediaries. The final
reimbursement for Medicare services is determined after Alliance's submission of
annual cost reports and audit thereof by the fiscal intermediaries. The
Medicare fiscal intermediaries could conclude that some of Alliance's costs are
not eligible for inclusion in reimbursable cost, and could determine that some
of Alliance's services are not eligible for payment. Such adjustments could
have a material effect on Alliance's results of operations.
<PAGE>
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of:
1997 1996
--------- ---------
Buildings $ 15,000 $ 15,000
Furniture and equipment 326,742 371,357
--------- --------
Total 341,742 386,357
Accumulated depreciation (111,046) (56,599)
--------- --------
Net $ 230,696 $329,758
========= ========
4. INCOME TAXES:
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 SFAS 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 related to the tax benefits of
operating losses generated for 1997, 1996 and prior are fully offset by
valuation allowances at September 30, 1997 and 1996. The Company has net
operating loss carryforwards as of September 30, 1997 totalling approximately
$2.4 million which begin expiring in 2010.
5. RETIREMENT PLAN:
Alliance sponsors a Sec 401(k) retirement plan for its employees. Alliance
matches 50% of employee contributions up to maximum of 5% and has no further
liability under the plan. Expense incurred under the plan was approximately
$11,000 for fiscal years 1997 and 1996.
6. RELATED PARTY TRANSACTIONS:
Credit Line
Alliance has pledged substantially all of its accounts receivable to Accord
Capital Corporation, ("Accord") a financing company controlled by the sole
stockholder of Alliance. Interim payments for Medicare accounts are made
directly to Accord in repayment of amounts borrowed, plus a fee of 2% of the
face amount of the account for each whole or partial 30-day period from the date
of the advance by Accord. At September 30, 1997 and 1996 payments which had
been received by the financing company exceeded advances made under this
agreement by $522,693 and $181,999, respectively. Fees to Accord under this
agreement totaled $145,558 for fiscal year 1997 and $314,300 for 1996.
Notes Payable
Alliance also borrowed $200,000 at 9% interest annually from Accord due in
October 2000. Interest expense was $18,000 both in fiscal year 1997 and 1996.
The outstanding principal balance under this note was $200,000 at September 30,
1997 and 1996.
In addition, Alliance borrowed $750,000 in 1997 at 12% interest annually from a
shareholder of Accord due in February 1998. Interest expense was $56,200 in
fiscal year 1997. The principal balance outstanding at September 30, 1997 was
$750,000.
<PAGE>
Other
Alliance paid Accord $55,332 for office equipment during 1996. Alliance also
paid Accord $38,408 for consulting fees during 1997.
7. LONG-TERM DEBT AND CAPITAL LEASES:
Long-term debt and capital leases consist of note payable to financial
institutions and certain individuals that are due in monthly installments
through 2001:
1997 1996
--------- --------
Amounts payable under Credit Line $ -- $ 861,275
Notes payable to finance and equipment
companies with interest at 9.0 19.0625% 438,923 509,115
Notes payable to individuals with interest
at 12-16% 1,192,438 --
Notes payable to acquired companies with interest
at 7.5 - 12.5% 103,215 135,665
---------- ----------
Total 1,734,576 1,506,055
Current portion 1,008,735 988,686
---------- ----------
Long-term $ 725,841 $ 517,369
========== ==========
The fair value of long-term debt as of September 30, 1997, approximates carrying
value.
Maturities of debt as of September 30, 1997 are as follows:
September 30, 1998 $1,008,735
September 30, 1999 484,012
September 30, 2000 41,829
September 30, 2001 200,000
----------
$1,734,576
==========
Substantially all debt was repaid subsequent to September 30, 1997 or assumed by
Amedisys, Inc. (Amedisys) in connection with the transaction discussed in Note
9.
8. COMMITMENTS AND CONTINGENCIES:
Leases
The Company is committed under non-cancelable agreements for real estate and
equipment which expire between October 1, 1997 and August, 2000 and require
various minimum annual rentals. Total minimum rental commitments at September
30, 1997 are due as follows:
1998 $178,083
1999 75,207
2000 46,085
--------
$299,375
========
Rent expense for all non-cancelable operating leases was $291,594 and $292,320
for the years ended September 30, 1997 and 1996, respectively.
<PAGE>
Self-Funded Insurance Plans
The Company is self-insured for health claims to certain policy limits. Claims
in excess of $30,000 per incident and $307,000 in the aggregate over the policy
period are insured by third party reinsurers. The Company has accrued a
liability for outstanding and incurred, but not reported claims based on
historical experience totaling approximately $129,000 at September 30, 1997 and
1996.
9. SUBSEQUENT EVENT:
On January 1, 1998, Amedisys acquired all of the issued and outstanding stock of
the Company in exchange for $300,000 and 194,286 shares of Amedisys common
stock. Of the 194,286 shares of Amedisys common stock issued to the former
owner of the Company, 122,857 shares were placed in escrow as consideration for
contingent liabilities which may be asserted against the Company to the extent
such claims exceed $500,000 singularly and/or in aggregate. The escrow period
expires December 31, 2003. Amedisys performed management services for the
Company under an agreement which commenced in July, 1997 and the Company
recorded expenses totaling approximately $609,000, which is included in accounts
payable at September 30, 1997. Additional amounts totaling $695,000 were
charged to the Company for management fees for the three months ended December
31, 1997. Amedisys also advanced $1,465,000 to the Company for cash flow
purposes subsequent to September 30, 1997. Amedisys intends to continue to
operate the Company's home health agencies through September 30, 1998, and has
committed to fund the working capital needs, if any, of the Company through that
date.
<PAGE>
ANNEX B
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1997
(dollars in 000's)
<TABLE>
<CAPTION>
Alliance Adjustments/
Historical Alliance (2) Purchase (1) Eliminations Pro Forma
---------- ------------ ------------ -------------- ---------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash $ 4,070 $ 76 $ (323) $ -- $ 3,823
Accounts receivable, net of allowance for doubtful accounts 9,630 -- -- (695) (4) 8,935
Prepaid expenses 247 -- -- -- 247
Other current assets 654 1 -- -- 655
------- --------- ------- -------- -------
Total current assets 14,601 77 (323) (695) 13,660
NOTES RECEIVABLE FROM RELATED PARTIES 252 -- -- -- 252
PROPERTY, PLANT AND EQUIPMENT, net 4,785 220 -- -- 5,005
OTHER ASSETS, net 3,232 19 6,330 (1,465) (4) 8,116
------- --------- ------- -------- -------
Total assets $22,870 $ 316 $ 6,007 $(2,160) $ 27,033
======= ========= ======= ======== =======
CURRENT LIABILITIES:
Notes payable and current portion of long-term debt $ 6,733 $ 243 $ -- $ -- $ 6,976
Accounts payable 1,338 1,507* -- (695) (4) 2,150
Accrued expenses:
Payroll and payroll taxes payable 2,025 354 -- -- 2,379
Insurance 521 100 -- -- 621
Other 847 1,696 -- -- 2,543
------- --------- ------- -------- -------
Total current liabilities 11,464 3,900 -- (695) 14,669
LONG-TERM DEBT 3,129 1,548 -- (1,465) (4) 3,212
------- --------- ------- -------- -------
Total liabilities 14,593 5,448 -- (2,160) 17,881
------- --------- ------- -------- -------
MINORITY INTEREST 3 -- -- -- 3
------- --------- ------- -------- -------
COMMON STOCK 3 1 -- -- 4
PREFERRED STOCK 1 -- -- -- 1
ADDITIONAL PAID-IN CAPITAL 7,092 -- 874 -- 7,966
TREASURY STOCK (25) -- -- -- (25)
RETAINED EARNINGS 1,203 (5,133) 5,133 -- 1,203
------- --------- ------- -------- -------
Total stockholders' equity 8,274 (5,132) 6,007 -- 9,149
------- --------- ------- -------- -------
Total liabilities and stockholders' equity $22,870 $ 316 $ 6,007 $(2,160) $ 27,033
======= ========= ======= ======== =======
</TABLE>
*Reflects accrual of approximately $1.7 million to reflect reduction in
estimated reimbursement rates on services provided to beneficiaries of
government payment programs for the quarter ended December 31, 1997.
<PAGE>
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(dollars and shares in 000's)
<TABLE>
<CAPTION>
Alliance Adjustments/
Historical Alliance (2) Purchase (1) Eliminations Pro Forma
---------- ------------ ------------ -------------- ---------
<S> <C> <C> <C> <C> <C>
INCOME:
Service revenue $54,496 $ 9,171 $ -- $(1,304)(4) $62,363
Cost of Service Revenue 30,641 4,469 -- -- 35,110
------- --------- ------- -------- ------
Gross margin 23,855 4,702 -- (1,304) 27,253
------- --------- ------- -------- -------
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and benefits 12,651 3,461 -- -- 16,112
Other 11,792 2,623 -- (214)(3)(4) 14,201
------- --------- ------- -------- -------
Total general and administrative expenses 24,443 6,084 -- (214) 30,313
------- --------- ------- -------- -------
Operating income (588) (1,382) -- (1,090) (3,060)
------- --------- ------- -------- -------
OTHER INCOME AND EXPENSE:
Interest income 31 1 -- -- 32
Interest expense (870) (320) -- -- (1,190)
Miscellaneous (123) (74) -- -- (197)
------- --------- ------- -------- -------
Total other income and expenses (962) (393) -- -- (1,355)
------- --------- ------- -------- -------
Income (loss) before income taxes, minority interest and cumulative
effect of change in accounting principle (1,550) (1,775) -- (1,090) (4,415)
PROVISION (BENEFIT) FOR ESTIMATED INCOME TAXES (382) -- -- (381)(5) (763)
------- --------- ------- -------- -------
INCOME (LOSS) BEFORE MINORITY INTEREST (1,168) (1,775) -- (709) (3,652)
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY 209 -- -- -- 209
------- --------- ------- -------- -------
Net income (loss) before cumulative effect of change in accounting
principle $ (959) $ (1,775) $ -- $ (709) $ (3,443)
======= ========= ======= ======== =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,735 -- 194 (6) -- 2,929
INCOME (LOSS) PER SHARE BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE $ (0.35) N/A N/A N/A $ (1.18)
</TABLE>
<PAGE>
AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation
As discussed in the Company's annual report on Form 10-K for the year ended
December 31, 1997, on January 1, 1998, the Company acquired all of the issued
and outstanding stock of Alliance Home Health, Inc. ("Alliance"), a home health
business with locations throughout Oklahoma, in exchange for $300,000 and
194,286 shares of common stock (the "Alliance Acquisition").
The accompanying pro forma condensed consolidated balance sheet has been
prepared by applying certain pro forma adjustments to historical financial
information, assuming the Alliance Acquisition occurred on December 31, 1997.
The pro forma condensed consolidated statement of operations for the year ended
December 31, 1997 has been prepared based upon certain pro forma adjustments to
historical financial information, assuming the Alliance Acquisition occurred on
January 1, 1997.
The pro forma data are not necessarily indicative of the operating results
or financial position that would have occurred had the transaction described
above been consummated at the dates indicated, nor necessarily indicative of
future operating results or financial position.
Basic net income (loss) per share of common stock is calculated by dividing
net income (loss) applicable to common stock by the weighted average number of
common shares outstanding during the year, adjusted to give effect to shares
issued in connection with the Alliance Acquisition assuming that the transaction
had taken place on January 1, 1997. Diluted net income (loss) per share is not
presented because stock options and convertible securities outstanding during
the periods presented were not dilutive.
B. ALLIANCE ACQUISITION ADJUSTMENTS
(1) Record the payment of cash and the issuance of common stock in
connection with the Alliance Acquisition, and to record the related
goodwill.
(2) Reflect the Alliance financial position as of December 31, 1997 in the
balance sheet and operating results for its fiscal year ended
September 30, 1997 in the statement of operations.
(3) Reflect the amortization of goodwill on Alliance Acquisition.
(4) Eliminate transactions and balances between the Company and Alliance.
(5) Adjust the Company's income tax expense for the effect of the
adjustments described in notes (1) through (4) assuming an effective
tax rate of 35%.
(6) Reflect Amedisys shares issued in Alliance acquisition.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMEDISYS, INC.
By /s/ MITCHEL G. MOREL
-----------------------------------------
MITCHEL G. MOREL, Chief Financial Officer
Dated: July 23, 1998
<PAGE>
EXHIBITS
Exhibit
No. Page
- -------- ----
2.1(1) Exchange Agreement.......................................... A-1
(1) Previously filed as exhibit to the Company's Annual Report on
Form 10-K filed April 16, 1998.
