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