<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 9, 2000
AMEDISYS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-24260 11-3131700
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(Commission File Number) (I.R.S. Employer Identification No.)
11100 Mead Road, Suite 300, Baton Rouge, LA 70816
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(Address of principal executive offices including zip code)
(225) 292-2031
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(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 9, 2000, Amedisys, Inc. (the "Company"), through its
wholly-owned subsidiaries, Amedisys Alternate-Site Infusion Therapy Services,
Inc. ("AASI") and PRN, Inc. ("PRN"), sold, by a Bill of Sale and Asset Purchase
Agreement, certain assets, subject to the assumption of certain liabilities, of
AASI and PRN, to Park Infusion Services, LP ("Buyer"). The transaction had an
effective date of August 1, 2000. Neither the Company, its affiliates nor its
directors and officers had any material relationship with Buyer prior to this
transaction. Subject to certain post-closing adjustments, the Company, in
consideration for the assets, received, through AASI and PRN, $1,750,000,
calculated using a multiple of earnings before interest, taxes, depreciation,
and amortization (EBITDA), paid immediately to the Company at closing. Subject
to certain exceptions, the assets sold consisted primarily of all furniture,
fixtures and equipment; inventory and supplies on hand or in transit; service
and provider contracts; business contracts; intellectual and intangible assets;
transferable licenses, permits and approvals; capital and operating leases;
telephone and facsimile numbers; customer and supplier lists; books and records;
goodwill; deposits; prepaid expenses; claims and rights associated with all
purchased assets; and other privileges, rights, interests, properties and
assets. Buyer assumed all liabilities arising from and after the closing date.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
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.
Inapplicable.
(b) Pro Forma Financial Information.
The pro forma financial information of the Company
required pursuant to Article 11 of Regulation S-X is
attached hereto as Annex A.
<TABLE>
<CAPTION>
(c) Exhibit
No. Page
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<S> <C> <C>
2.23 (i) Bill of Sale and Asset Purchase Agreement by and
among Park Infusion Services, LP, Amedisys Alternate-Site
Infusion Therapy Services, Inc., PRN, Inc., and
Amedisys, Inc................................................... A-1
(i) Filed herewith.
</TABLE>
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ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Inapplicable
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/ John M. Joffrion
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John M. Joffrion
Senior Vice President of Finance
Principal Accounting and Financial Officer
DATE: August 23, 2000
<PAGE> 4
ANNEX A
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2000
In 000's, except per share amounts
<TABLE>
<CAPTION>
Historical Effect of Sale * Pro Forma
---------- ---------------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 4,781 $ 1,750 $ 6,531
Accounts Receivable, Net of Allowance for Doubtful
Accounts of $2,946 in June 2000 and
$2,199 in December 1999 12,154 -- 12,154
Prepaid Expenses 335 -- 335
Inventory and Other Current Assets 712 -- 712
Current Assets Held for Sale 1,008 (206) 802
-------- -------- --------
Total Current Assets 18,990 1,544 20,534
Property, Plant and Equipment, Net 3,119 -- 3,119
Other Assets, Net 18,768 -- 18,768
Long-Term Assets Held for Sale 1,429 (315) 1,114
-------- -------- --------
Total Assets $ 42,306 $ 1,229 $ 43,535
======== ======== ========
LIABILITIES
Current Liabilities:
Accounts Payable $ 4,281 $ -- $ 4,281
Accrued Expenses:
Payroll and Payroll Taxes 6,089 -- 6,089
Income Taxes 597 -- 597
Other 4,649 -- 4,649
Notes Payable 2,984 -- 2,984
Notes Payable to Related Parties 10 -- 10
Current Portion of Long-Term Debt 3,319 -- 3,319
Current Portion of Obligations under Capital Leases 476 (13) 463
Deferred Revenue, Current Portion 2,119 -- 2,119
Current Liabilities Held for Sale 364 -- 364
-------- -------- --------
Total Current Liabilities 24,888 (13) 24,875
Long-Term Debt 17,108 -- 17,108
Long-Term Medicare Liabilities 4,817 -- 4,817
Deferred Revenue 4,943 -- 4,943
Obligations under Capital Leases 78 (8) 70
Other Long-Term Liabilities 826 -- 826
Long-Term Liabilities Held for Sale 1,239 -- 1,239
-------- -------- --------
Total Liabilities 53,899 (21) 53,878
-------- -------- --------
Minority Interest 231 -- 231
-------- -------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 5 -- 5
Preferred Stock (750,000 Shares) 1 -- 1
Additional Paid-in Capital 13,189 -- 13,189
Treasury Stock (4,667 Shares) (25) -- (25)
Retained Earnings (Deficit) (24,994) 1,250 (23,744)
-------- -------- --------
Total Stockholders' Equity (Deficit) (11,824) 1,250 (10,574)
-------- -------- --------
Total Liabilities and Stockholders' Equity 42,306 $ 1,229 $ 43,535
======== ======== ========
</TABLE>
* See accompanying notes to financial statements.
<PAGE> 5
ANNEX A
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
IN 000'S, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
HISTORICAL EFFECT OF SALE * PRO FORMA
---------- ---------------- ---------
<S> <C> <C> <C>
Income:
Service revenue $ 46,688 $ -- $ 46,688
Cost of service revenue 22,214 -- 22,214
-------- --------- --------
Gross margin 24,474 -- 24,474
-------- --------- --------
General and administrative expenses:
Salaries and benefits 15,826 -- 15,826
Other 10,286 -- 10,286
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Total general and administrative expenses 26,112 -- 26,112
-------- --------- --------
Operating (loss) (1,638) -- (1,638)
Other income and expense:
Interest income 87 -- 87
Interest expense (1,268) -- (1,268)
Other income, net 84 -- 84
-------- --------- --------
Total other income and expenses (1,097) -- (1,097)
-------- --------- --------
Net (loss) before discontinued operations (2,735) -- (2,735)
Income (loss) from discontinued operations, net of income taxes (2,400) 2,864 464
Gain on sale of discontinued operations, net of income taxes 2,509 -- 2,509
-------- --------- --------
Total discontinued operations 109 2,864 2,973
Net income (loss) $ (2,626) $ 2,864 $ 238
======== ========= ========
Weighted average common shares outstanding 3,526 3,526
Basic earnings per common share:
Net (loss) before discontinued operations $ (0.78) $ (0.78)
Income (loss) from discontinued operations,
net of income taxes (0.67) 0.14
Gain on sale of discontinued operations,
net of income taxes 0.71 0.71
-------- --------
Net income (loss) $ (0.74) $ 0.07
======== ========
</TABLE>
* See accompanying notes to financial statements.
<PAGE> 6
ANNEX A
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
IN 000'S, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
HISTORICAL EFFECT OF SALE * PRO FORMA
---------- ---------------- ---------
<S> <C> <C> <C>
Income:
Service revenue $ 97,411 $ -- $ 97,411
Cost of service revenue 46,890 -- 46,890
-------- -------- --------
Gross margin 50,521 -- 50,521
-------- -------- --------
General and administrative expenses:
Salaries and benefits 30,089 -- 30,089
Other 23,057 -- 23,057
-------- -------- --------
Total general and administrative expenses 53,146 -- 53,146
-------- -------- --------
Operating (loss) (2,625) -- (2,625)
Other income and expense:
Interest income 66 -- 66
Interest expense (3,625) -- (3,625)
Other (expense), net (1,732) -- (1,732)
-------- -------- --------
Total other income and expenses (5,291) -- (5,291)
-------- -------- --------
Net (loss) before income taxes
and discontinued operations (7,916) -- (7,916)
(Benefit) for estimated income taxes (3,263) 535 (2,728)
-------- -------- --------
Net (loss) before discontinued operations (4,653) (535) (5,188)
Discontinued operations:
Income (loss) from discontinued operations,
net of income taxes (212) 1,037 825
Gain on sale of discontinued operations,
net of income taxes 6,165 -- 6,165
-------- -------- --------
Total discontinued operations 5,953 1,037 6,990
-------- -------- --------
Net income $ 1,300 $ 1,572 $ 1,802
======== ======== ========
Weighted average common shares outstanding 3,093 3,093
Basic earnings per common share:
Net (loss) before discontinued operations $ (1.50) $ (1.68)
Income (loss) from discontinued operations,
net of income taxes (0.07) 0.27
Gain on sale of discontinued operations,
net of income taxes 1.99 1.99
-------- --------
Net income $ 0.42 $ 0.58
======== ========
</TABLE>
* See accompanying notes to financial statements.
<PAGE> 7
AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
On August 9, 2000, Amedisys, Inc. (the "Company"), through its
wholly-owned subsidiaries, Amedisys Alternate-Site Infusion Therapy Services,
Inc. ("AASI") and PRN, Inc. ("PRN"), sold, by a Bill of Sale and Asset Purchase
Agreement, certain assets, subject to the assumption of certain liabilities, of
AASI and PRN, to Park Infusion Services, LP ("Buyer"). The transaction had an
effective date of August 1, 2000. Neither the Company, its affiliates nor its
directors and officers had any material relationship with Buyer prior to this
transaction. Subject to certain post-closing adjustments, the Company, in
consideration for the assets, received, through AASI and PRN, $1,750,000,
calculated using a multiple of earnings before interest, taxes, depreciation,
and amortization (EBITDA), paid immediately to the Company at closing. Subject
to certain exceptions, the assets sold consisted primarily of all furniture,
fixtures and equipment; inventory and supplies on hand or in transit; service
and provider contracts; business contracts; intellectual and intangible assets;
transferable licenses, permits and approvals; capital and operating leases;
telephone and facsimile numbers; customer and supplier lists; books and records;
goodwill; deposits; prepaid expenses; claims and rights associated with all
purchased assets; and other privileges, rights, interests, properties and
assets. Buyer assumed certain liabilities arising from operations from and after
the closing date.
The accompanying pro forma condensed consolidated balance sheet has
been prepared by applying certain pro forma adjustments to historical financial
information, assuming the sale occurred on June 30, 2000. The pro forma
condensed consolidated statement of operations for the year ended December 31,
1999 and the six months ended June 30, 2000 have been prepared based upon
certain pro forma adjustments to historical financial information, assuming the
sale occurred on January 1, 1999 and January 1, 2000, respectively.
The pro forma data is not necessarily indicative of the operating
results or financial position that would have occurred had the transaction
described above been consummated at the date indicated, nor necessarily
indicative of future operating results or financial position.
Basic net income per share of common stock is calculated by dividing
net income applicable to common stock by the weighted average number of common
shares outstanding during the period. Diluted net income per share is not
presented because stock options and convertible securities outstanding during
the period presented were not dilutive.
In August 1999, the Company adopted a formal plan to sell all of its
interests in its outpatient surgery and infusion therapy divisions to become a
focused home health nursing company. Subsequently, the Company has classified
these divisions as discontinued operations in its Statements of Operations. In
addition, the majority of the assets and liabilities of these divisions were
classified as Held for Sale in the Company's historical Balance Sheets.
2. Effect of Sale
(1) Reflects the financial position of the Company as of June 30,
2000 in the balance sheet, in addition to the following
adjustments:
a. Increase in Cash of $1,750,000 to reflect the
purchase price paid at closing.
b. Decrease in Current Assets Held for Sale of $206,000
to reflect the sale of prepaid expenses and
inventory, decrease in Long-term Assets Held for Sale
of $315,000 to reflect the sale of property, plant
and equipment, decrease in Current Portion of
Obligations Under Capital Leases of $13,000 and
Obligations Under Capital Leases of $8,000 to reflect
the sale of capital leases.
(2) Reflects the operating results of the Company for the quarter
ended June 30, 2000 in the statement of operations.
a. Decrease in (Loss) from Discontinued Operations, Net
of Income Taxes of $2,864,000 which reflects the
operating results and direct overhead operating costs
of the infusion therapy division for the six months
ending June 30, 2000.
(3) Reflects the operating results of the Company for the fiscal
year ended December 31, 1999 in the statement of operations.
<PAGE> 8
a. Decrease in (Loss) from Discontinued Operations, Net
of Income Taxes of $1,037,000 which reflects the
operating results and direct overhead operating costs
of the infusion therapy division for the year ended
December 31, 1999.
<PAGE> 9
EXHIBITS TO BILL OF SALE AND
ASSET PURCHASE AGREEMENT
The following exhibits to the Bill of Sale and Asset Purchase Agreement have
been omitted from this filing. The Company will furnish these exhibits to the
Securities and Exchange Commission upon request.
1. Form of opinion letter from counsel for PRN, AASI, and Amedisys, Inc.
2. Employment Agreements (including Non-Competition, Non-Solicitation and
Confidentiality Agreements)
3. Form of opinion letter from counsel for Buyer
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
2.23(i) Bill of Sale and Asset Purchase Agreement by and among Park
Infusion Services, LP, Amedisys Alternate-Site Infusion
Therapy Services, Inc., PRN, Inc., and Amedisys,
Inc.......................................................................... A-1
(i) Filed herewith.
</TABLE>
