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): September 21, 1998
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.)
3029 S. Sherwood Forest Blvd., Ste. 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)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective September 21, 1998, the Company sold certain assets, subject
to the assumption of certain liabilities, of its wholly-owned
subsidiaries of Amedisys Staffing Services, Inc., Amedisys Nursing
Services, Inc., and Amedisys Home Health, Inc. to Nursefinders, Inc.
The Company had no material relationship with Nursefinders, Inc. prior
to this transaction. The purchase price of $7,200,000 was calculated
using a multiple of earnings before interest, taxes, depreciation, and
amortization (EBITDA). At closing, $6,480,000 was payable immediately
with the balance of $720,000 placed in an escrow account. The escrow
funds are to be held for an initial ninety (90) day period. The funds
will be released at the end of the period conditional upon a
percentage of purchased accounts receivable collected, independent
audit of net income from operations, and the absence of undisclosed
liabilities. The escrow period may be extended an additional ninety
(90) days if collections on purchased accounts receivable doesn't
equal at least 90% of total purchased accounts receivable. The assets
being sold consist primarily of all accounts and notes receivable;
prepaid expenses; advances and deposits; on-site hardware and
software; furniture, fixtures, and leasehold improvements; office
supplies; records and files; transferable governmental licenses,
permits, and authorizations; and rights in, to and under specified
licenses, contracts, leases, and agreements. The liabilities being
assumed are the trade accounts payable, accrued expenses, and other
liabilities as of the closing date. Amedisys has agreed to a five-year
non-competition covenant. This covenant precludes Amedisys from
directly engaging, or assisting others to engage, in supplemental
staffing and/or out of residence private duty staffing within a fifty
(50) mile radius of any location included in this exchange agreement.
Additionally, the non-competition covenant provides that Amedisys will
not encourage any employees, customers, vendors, or agents to
terminate or alter their relationship with Nursefinders, Inc. and its
respective subsidiaries or affiliates.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
ITEM 5. OTHER EVENTS
Effective with the close of business on September 28, 1998, the
Company's common stock began trading on the OTC Bulletin Board under
the ticker symbol "AMED". This development resulted from non-
compliance with the Nasdaq National Market's net tangible asset
requirement.
Effective September 25, 1998, Stephen L. Taglianetti is no longer
employed by the Company. Mr. Taglianetti served as President of
Alternate-Site Infusion Therapy Services from October 1997 to
September 1998.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Inapplicable
2
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 thereto as
Annex A.
ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable
3
ANNEX A
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998
(In 000's, except per share amounts)
Historical Effect of sale (1) Pro Forma
----------------- ---------------- -----------------
ASSETS
Current Assets:
Cash $ 471 $ 5,075 $ 5,546
Accounts Receivable, Net of Allowance
for Doubtful Accounts 6,892 (1,946) 4,946
Prepaid Expenses 891 (28) 863
Other Current Assets 4,004 586 4,590
------- ------- -------
Total Current Assets 12,258 3,687 15,945
Notes Receivable from Related Parties 224 0 224
Property, Plant and Equipment, Net 6,056 (71) 5,985
Other Assets, Net 12,374 (46) 12,328
------- ------- -------
Total Assets $30,912 $ 3,570 $34,482
======= ======= =======
LIABILITIES
Current Liabilities:
Notes Payable $ 6,090 $(1,405) $ 4,685
Current Portion of Long-Term Debt 927 (45) 882
Accounts Payable 2,486 (346) 2,140
Accrued Expenses:
Payroll and Payroll Taxes 1,541 (145) 1,396
Insurance 1,020 (233) 787
Income Taxes 0 0 0
Other 3,998 (35) 3,963
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Total Current Liabilities 16,062 (2,209) 13,853
Long-Term Debt 4,948 (4) 4,944
Other Long-Term Liabilities 1,136 0 1,136
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Total Liabilities 22,146 (2,213) 19,933
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Minority Interest 3 0 3
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STOCKHOLDERS' EQUITY
Common Stock 3 0 3
Preferred Stock 1 0 1
Additional paid-in capital 12,006 0 12,006
Treasury Stock (25) 0 (25)
Stock Subscriptions Receivable (1) 0 (1)
Retained Earnings (deficit) (3,221) 5,783 2,562
------- ------- -------
Total Stockholders' Equity 8,763 5,783 14,546
------- ------- -------
Total Liabilities and Stockholders' Equity $30,912 $ 3,570 $34,482
======= ======= =======
4
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(In 000's, except per share amounts)
Historical Effect of sale (2) Pro Forma
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Income:
Service Revenue $24,475 $(8,795) $15,680
Cost of Service Revenue 14,319 (5,933) 8,386
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Gross Margin 10,156 (2,862) 7,294
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General and Administrative Expenses:
Salaries and benefits 9,389 (1,309) 8,080
Other 7,098 (647) 6,451
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Total General and Administrative Expenses 16,487 (1,956) 14,531
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Operating Income (loss) (6,331) (906) (7,237)
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Other Income and Expense:
Interest income 21 0 21
Interest expense (418) 51 (367)
Miscellaneous 25 (2) 23
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Total Other Income and Expense (372) 49 (323)
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Income (loss) before income taxes, minority interest, and
cumulative effect of change in accounting principle (6,703) (857) (7,560)
Provision (benefit) for Estimated Income Taxes (2,279) (343) (2,622)
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Income (loss) before Minority Interest (4,424) (514) (4,938)
Minority Interest in Consolidated Subsidiary 0 0 0
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Net Income (loss) before cumulative effect of
change in accounting principle $(4,424) $ (514) $(4,938)
======= ======= =======
Weighted Average Common Shares Outstanding 3,057 --- 3,057
Income (loss) per shared before cumulative effect of
change in accounting principle $ (1.45) N/A $ (1.62)
5
AMEDISYS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(In 000's, except per share amounts)
Historical Effect of sale(3) Pro Forma
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Income:
Service Revenue $ 54,496 $(17,292) $ 37,204
Cost of Service Revenue 30,641 (11,545) 19,096
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Gross Margin 23,855 (5,747) 18,108
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General and Administrative Expenses:
Salaries and benefits 12,651 (1,622) 11,029
Other 11,792 (763) 11,029
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Total General and Administrative Expenses 24,443 (2,384) 22,059
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Operating Income (loss) (588) (3,363) (3,951)
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Other Income and Expense:
Interest income 31 0 31
Interest expense (870) 136 (734)
Miscellaneous (123) (7) (130)
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Total Other Income and Expense (962) 129 (833)
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Income (loss) before income taxes, minority interest, and
cumulative effect of change in accounting principle (1,550) (3,234) (4,784)
Provision (benefit) for Estimated Income Taxes (382) (1,293) (1,675)
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Income (loss) before Minority Interest (1,168) (1,940) (3,108)
Minority Interest in Consolidated Subsidiary 209 0 209
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Net Income (loss) before cumulative effect of
change in accounting principle $ (959) $ (1,940) $ (2,899)
======== ======== ========
Weighted Average Common Shares Outstanding 2,735 --- 2,735
Income (loss) per shared before cumulative effect of
change in accounting principle $ (0.35) N/A $ (1.06)
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AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation
On September 21, 1998, the Company sold certain assets, subject to the
assumption of certain liabilities, of its wholly-owned subsidiaries of Amedisys
Staffing Services, Inc., Amedisys Nursing Services, Inc., and Amedisys Home
Health, Inc. to Nursefinders, Inc.
The accompanying pro forma condensed consolidated balance sheet has been
prepared by applying certain pro forma adjustments to historical financial
information, assuming the Staffing Division sale occurred on June 30, 1998. The
pro forma condensed consolidated statement of operations for the year ended
December 31, 1997 and the six-month period ended June 30, 1998 has been prepared
based upon certain pro forma adjustments to historical financial information,
assuming the Staffing Division sale occurred on January 1, 1997.
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 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. Diluted net income (loss) per share
is not presented because stock options and convertible securities outstanding
during the periods presented were not dilutive.
B. Staffing Division Effect of Sale
(1) Reflects the Staffing Division financial position as of June 30, 1998
in the balance sheet in addition to the following adjustments:
a. Increase to Cash of $6,480,000 to reflect the portion of the
purchase price payable upon closing.
b. Decrease to both Cash and Notes Payable of $1,405,000 to
reflect the pay-down on the line of credit which is secured by
accounts receivable.
c. Increase to Other Current Assets of $720,000 to reflect the
portion of the purchase price placed in escrow.
(2) Reflects the Staffing Division operating results and direct overhead
operating costs for the six month period ending June 30, 1998 in the
statement of operations, with an adjustment to the Company's income tax
expense assuming an effective tax rate of 40%.
(3) Reflects the Staffing Division operating results and direct overhead
operating costs for the fiscal year ended December 31, 1997 in the
statement of operations, with an adjustment to the Company's income tax
expense assuming an effective tax rate of 40%.
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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
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Mitchel G. Morel
Chief Financial Officer, Principal Financial
and Accounting Officer
DATE: October 5, 1998
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EXHIBITS
Exhibit
No. Page
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2.1 Asset Purchase Agreement among Nursefinders, Inc., Amedisys
Staffing Services, Inc., Amedisys Nursing Services, Inc.,
Amedisys Home Health, Inc. and Amedisys, Inc................... A-1
9