-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VYHvKejCDKFBiNheZ4onwRUsWVpNnbaYojkzZzXxe8U2zSw9w0tvcmDxIECuGGtJ KbBfF0lBdHDI5mQzpvbjLA== 0001028212-05-000069.txt : 20051130 0001028212-05-000069.hdr.sgml : 20051130 20051130161419 ACCESSION NUMBER: 0001028212-05-000069 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050926 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051130 DATE AS OF CHANGE: 20051130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIALYSIS CORP OF AMERICA CENTRAL INDEX KEY: 0000201653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 591757642 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08527 FILM NUMBER: 051234572 BUSINESS ADDRESS: STREET 1: 27 MILLER AVENUE CITY: LEMOYNE STATE: PA ZIP: 17043 BUSINESS PHONE: 7177306164 MAIL ADDRESS: STREET 1: 27 MILLER AVENUE CITY: LEMOYNE STATE: PA ZIP: 17043 8-K/A 1 dca8kamerg.txt DIALYSIS CORPORATION OF AMERICA AMENDED FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K/A-1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 26, 2005 (September 21, 2005) ______________ DIALYSIS CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) Florida 0-8527 59-1757642 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1302 Concourse Drive, Suite 204, Linthicum, MD 21090 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 694-0500 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 9.01 Financial Statements and Exhibits This Current Report on Form 8-K/A-1 is being filed to amend Item 9.01 of the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 26, 2005 to include the unaudited pro forma consolidated condensed financial information as of and for the six months ended June 30, 2005 reflecting the pro forma effect on the Registrant of the merger of Medicore, Inc. with and into the Registrant, which merger was effected on September 21, 2005. (b) Pro forma financial information. The following unaudited pro forma consolidated condensed financial data presents the pro forma financial position of Dialysis Corporation of America ("DCA") at June 30, 2005, and the pro forma results of operation of DCA for the six months ended June 30, 2005. The merger of DCA and its parent company, Medicore, Inc. is being accounted for as a downstream merger, as if the surviving company is the parent. The pro forma financial statements give effect to the merger as if it had occurred at the end of the period for purposes of the consolidated condensed balance sheet and at the beginning of the period for purposes of the consolidated condensed statement of income. The unaudited pro forma consolidated condensed financial data is presented for illustration purposes only in accordance with the assumptions included in the pro forma adjustments set forth below. This information is not necessarily indicative of the operating results or of the financial position that would have occurred if the merger had been consummated as of the date or for the period indicated, nor is it necessarily indicative of the future operating results or financial position of DCA after the merger. The assumptions underlying the calculation of the pro forma adjustments are considered appropriate under the circumstances. The unaudited pro forma consolidated condensed financial data presented below should be read in conjunction with the historical financial statements and related notes of DCA and Medicore included in their respective Quarterly Reports on Form 10-Q for the second quarter ended June 30, 2005 filed with the Securities and Exchange Commission in August 2005. DIALYSIS CORPORATION OF AMERICA PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET As of June 30, 2005 (Unaudited)
DCA Medicore Pro Forma Adjusted Consolidated Adjustments Pro Forma ------------- ----------- --------- Assets Current assets: Cash and cash equivalents $ 5,911,758 $(3,684,000)(A) $ 2,227,758 Accounts receivable, net 8,658,253 8,658,253 Inventories 1,438,255 1,438,255 Deferred tax asset 970,000 (121,000)(B) 849,000 Prepaid expense and other current assets 2,092,081 --- 2,092,081 ----------- ----------- ----------- Total current assets 19,070,347 (3,805,000) 15,265,347 ----------- ----------- ----------- Property and equipment: Land 1,170,613 1,170,613 Building and building improvements 3,519,400 3,519,400 Machinery and equipment 8,454,302 8,454,302 Leasehold improvements 5,258,435 --- 5,258,435 ----------- ----------- ----------- 18,402,750 18,402,750 Less accumulated depreciation 7,878,337 --- 7,878,337 ----------- ----------- ----------- 10,524,413 --- 10,524,413 ----------- ----------- ----------- Deferred tax asset --- 2,970,000(B) 2,970,000 Other assets 1,382,506 1,382,506 Goodwill 3,649,014 --- 3,649,014 ----------- ----------- ----------- Total other assets 5,031,520 --- 5,031,520 ----------- ----------- ----------- $34,626,280 $ (835,000) $33,791,280 =========== =========== =========== Liabilities and Stockholders' Equity Current liabilities: Account payable $ 1,394,367 $ $ 1,394,367 Accrued expenses 4,923,715 4,923,715 Current portion of long-term debt 1,075,000 --- 1,075,000 ----------- ----------- ----------- Total current liabilities 7,393,082 --- 7,393,082 Long-term debt, less current portion 750,783 750,783 Payable acquisitions 380,297 380,297 Deferred income taxes 1,209,000 (1,209,000)(B) --- ----------- ----------- ----------- Total liabilities 9,733,162 (1,209,000) 8,524,162 Minority interest in subsidiaries 7,497,670 (6,314,981)(C) 1,182,689 Stockholders' equity: Common stock 71,324 19,795 (D) 91,119 Additional paid-in capital 12,954,692 1,982,244 (E) 14,936,936 Retained earnings 4,369,432 4,686,942 (E) 9,056,374 ----------- ----------- ----------- Total stockholders' equity 17,395,448 6,688,981 24,084,429 ----------- ----------- ----------- $34,626,280 $ (835,000) $33,791,280
An explanation of the pro forma adjustments is set forth on the following page. (A) Represents the buyout of the employment agreement of Medicore's President and Chief Executive Officer and related costs, and estimated other transaction costs. (B) Represents the tax benefit of net tax operating loss carryforwards of Medicore expected to be utilized by DCA and deferred tax reclassifications resulting from the merger. (C) Represents the elimination of minority interest in equity of DCA. (D) Represents the issuance of DCA shares pursuant to merger agreement. (E) Represents the pro forma adjustments effect. DIALYSIS COROPRATION OF AMERICA PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME Six Months Ended June 30, 2005 (Unaudited)
DCA Medicore Pro Forma Adjusted Consolidated Adjustments Pro Forma ------------- ----------- --------- Revenues: Sales $21,899,621 $ $21,899,621 Other income 248,297 --- 248,297 ----------- ----------- ----------- 22,147,918 --- 22,147,918 ----------- ----------- ----------- Cost and expenses: Cost of sales 13,497,800 13,497,800 Selling, general and administrative expenses 8,095,097 (666,000)(A) 7,429,097 ----------- ----------- ----------- 21,592,897 (666,000) 20,926,897 ----------- ----------- ----------- Operating income 555,021 666,000 1,221,021 Other income, net 279,489 --- 279,489 ----------- ----------- ----------- Income before income taxes, minority interest and equity in affiliate earnings 834,510 666,000 1,500,510 Income tax provision 618,908 70,000 (B) 688,908 ----------- ----------- ----------- Income before minority interest and equity in affiliate loss 215,602 596,000 811,602 Minority interest in income of consolidated subsidiaries (492,046) 339,645 (C) (152,401) Equity in affiliate income 214,798 --- 214,798 ----------- ----------- ----------- Net income (loss) $ (61,646) $ 935,645 $ 873,999 =========== =========== =========== Earnings per share: Basic, as reported $.09 ==== Basic, pro forma $.10 ==== Diluted, as reported $.08 ==== Diluted, pro forma $.10 ====
An explanation of the pro forma adjustments is set forth on the following page. (A) Represents expense reductions from the buyout of the employment agreement of Medicore's President and Chief Executive Officer and elimination of associated costs, and other cost reductions in conjunction with merging the companies, including the elimination of duplicative costs associated with both entities being public companies. (B) Represents the income tax adjustment from the net increase in DCA taxable income from inclusion of Medicore losses and the expense reductions resulting from the merger. (C) Represents the elimination of minority interest in DCA earnings. (c) Exhibits 2.1 Agreement and Plan of Merger between Dialysis Corporation of America and Medicore, Inc. dated June 2, 2005 (incorporated herein by reference to Annex A to the proxy statement/prospectus included in and made a part of the Registration Statement on Form S-4/A-1 (File No. 333-125515) filed by the Registrant with the SEC on August 10, 2005). 3.1 Articles and Plan of Merger filed by Dialysis Corporation of America and Medicore, Inc. with the Secretary of State of the State of Florida on September 21, 2005 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on September 26, 2005). 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. DIALYSIS CORPORATION OF AMERICA /s/ Stephen W. Everett By----------------------------------- STEPHEN W. EVERETT President and Chief Executive Officer Dated: November 30, 2005 -----END PRIVACY-ENHANCED MESSAGE-----