8-K 1 e8-k.txt FORM 8-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 9, 2000 AMEDISYS, INC. -------------- (Exact Name of Registrant as Specified in Charter) Delaware -------------- (State or Other Jurisdiction of Incorporation or Organization) 0-24260 11-3131700 ------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 11100 Mead Road, Suite 300, Baton Rouge, LA 70816 ------------------------------------------------- (Address of principal executive offices including zip code) (225) 292-2031 -------------- (Registrant's telephone number, including area code) 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.
(c) Exhibit No. Page ------- ---- 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.
3 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 ------------------------------------- John M. Joffrion Senior Vice President of Finance Principal Accounting and Financial Officer DATE: August 23, 2000 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
Historical Effect of Sale * Pro Forma ---------- ---------------- --------- 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 ======== ======== ========
* See accompanying notes to financial statements. 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
HISTORICAL EFFECT OF SALE * PRO FORMA ---------- ---------------- --------- 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 -------- --------- -------- 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 ======== ========
* See accompanying notes to financial statements. 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
HISTORICAL EFFECT OF SALE * PRO FORMA ---------- ---------------- --------- 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 ======== ========
* See accompanying notes to financial statements. 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. 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. 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 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 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.