Amendment #2 to Form 8-K Dated August 1, 2003

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 


 

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 1, 2003

 

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)

 

 



ITEM 1.

CHANGES IN CONTROL OF REGISTRANT

 

 

Not applicable

 

ITEM 2.

ACQUISITION OR DISPOSITION OF ASSETS

 

 

On August 5, 2003, effective August 1, 2003, Amedisys LA Acquisitions, LLC (“Purchaser”), a wholly-owned subsidiary of Amedisys, Inc. (“Amedisys”) which acted as Guarantor, purchased certain assets and certain liabilities, of nine home care offices of Standard Home Health Care, Inc. and Cypress Health Services, LLC (“Sellers”), located in southeast Louisiana. The Purchaser and Amedisys had no relationship with the Sellers or any of their affiliates prior to this transaction. The purchase price of approximately $8 million was comprised of $6 million in cash at closing, 163,000 shares of Amedisys, Inc. common stock, and $1 million in a three-year note subject to performance requirements. The assets acquired consist primarily of Medicare and Medicaid provider numbers; furniture, fixtures, equipment, and leasehold improvements; inventory; prepaid expenses; advances and deposits; office supplies; records and files; transferable governmental licenses and permits; and rights in, to and under specified licenses, contracts, leases and agreements. The liabilities being assumed are the paid-time-off balances of the Sellers employees, the value of which was offset from the cash paid to Sellers at closing, and obligations arising on or subsequent to the closing dates under the assumed contracts. The Sellers and their principals have agreed that for a period of two years from the effective date of the acquisition they will not compete with the Company in the business of providing home care services in the parishes currently served by the acquired offices. Additionally, the principals have entered into employment agreements with the Company that include separate non-competition covenants. This acquisition is being accounted for as a purchase.

 

ITEM 3.

BANKRUPTCY OR RECEIVERSHIP

 

 

Not applicable

 

ITEM 4.

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

 

Not applicable

 

ITEM 5.

OTHER EVENTS AND REGULATION FD DISCLOSURE

 

 

Not applicable

 

ITEM 6.

RESIGNATIONS OF REGISTRANT’S DIRECTORS

 

 

Not applicable

 

ITEM 7.

FINANCIAL STATEMENTS AND EXHIBITS

 

 

(a)    Financial Statements of Business Acquired.

 

 

The financial statements related to the acquisition required pursuant to Article 3-05 of Regulation S-X are attached hereto as Annex A.

 

 

(b)    Pro Forma Financial Information.

 

 

The pro forma financial information related to the acquisition required pursuant to Article 11 of Regulation S-X is attached hereto as Annex B.

 

 


 

    (c)  

Exhibit
No.


    
       

2.1(i)

   Asset purchase agreement by and among Amedisys LA Acquisitions, LLC, Amedisys, Inc., Standard Home Health Care, Inc., Cypress Health Services, LLC, David J. Martin, Jr., Charles Gregory Eckert, and Brandon J. Migliore.
            

(i)    Previously filed as an exhibit to form 8-K on August 19, 2003.

 

ITEM 8.

CHANGE IN FISCAL YEAR

 

 

Not applicable

 

ITEM 9.

REGULATION FD DISCLOSURE

 

 

Not applicable

 

ITEM 10.

AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS

 

 

Not applicable

 

ITEM 11.

TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLAN

 

 

Not applicable

 

ITEM 12.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

 

Not applicable

 

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/ Gregory H. Browne

   

Gregory H. Browne

Chief Financial Officer

 

DATE: February 9, 2004

 


ANNEX A

 

[KPMG LOGO]

 

METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

(With Independent Auditors’ Report Thereon)


Independent Auditors’ Report

 

The Board of Directors

Metro Preferred Home Care:

 

We have audited the accompanying combined balance sheets of Standard Home Health Care Inc. and Cypress Health Services, LLC, collectively, Metro Preferred Home Care (the Company) as of December 31, 2002 and 2001, and the related combined statements of operations, shareholders’ and members’ equity and cash flows for the years then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Metro Preferred Home Care as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ KPMG LLP

 

Baton Rouge, Louisiana

August 4, 2003


METRO PREFERRED HOME CARE

 

Combined Balance Sheets

 

December 31, 2002 and 2001

 

     2002

    2001

Assets

            

Current assets:

            

Cash and cash equivalents

   $ 1,592,406     686,392

Patient accounts receivable, net of allowance for doubtful accounts of $257,394 and $143,725 at December 2002 and 2001, respectively

     1,895,955     1,577,429

Prepaid expenses and other current assets

     27,517     5,371
    


 

Total current assets

     3,515,878     2,269,192

Property and equipment, net

     169,136     285,436

Other assets

     18,618     18,618
    


 

Total assets

   $ 3,703,632     2,573,246
    


 

Liabilities and Shareholders’ and Members’ Equity

            

Current liabilities:

            

Accounts payable

   $ 162,676     667,057

Accrued expenses:

            

Payroll and payroll taxes

     547,274     598,753

Accrued management fee

     120,000    

Customer refunds payable

     76,040     28,479

Deferred revenue

     205,167     148,062

Capital leases payable—short-term

     37,138     105,466

Due to Medicare

         64,380
    


 

Total current liabilities

     1,148,295     1,612,197

Long-term liabilities:

            

Capital leases payable—long-term

     75,040     112,178
    


 

Total liabilities

     1,223,335     1,724,375
    


 

Shareholders’ and members’ equity:

            

Common stock, 1,000 shares authorized, issued and outstanding; no par value

        

Shareholders’ and members’ contributed/distributed equity

     (751,881 )   23,023

Retained earnings

     3,232,178     825,848
    


 

Total shareholders’ and members’ equity

     2,480,297     848,871

Commitments and contingencies

            
    


 

Total liabilities and shareholders’ and members’ equity

   $ 3,703,632     2,573,246
    


 

 

See accompanying notes to combined financial statements.

 

2


METRO PREFERRED HOME CARE

 

Combined Statements of Operations

 

Years Ended December 31, 2002 and 2001

 

     2002

    2001

 

Revenue:

              

Net service revenue

   $ 17,250,522     13,749,447  

Cost of service revenue

     5,708,595     4,820,354  
    


 

Gross profit

     11,541,927     8,929,093  
    


 

General and administrative expenses:

              

Salaries and benefits

     4,436,254     4,354,156  

Other

     4,680,391     3,717,950  
    


 

Total general and administrative expenses

     9,116,645     8,072,106  
    


 

Operating income

     2,425,282     856,987  

Other income (expense):

              

Other income

         4,378  

Other expense

     (18,952 )   (33,114 )
    


 

Total other expense, net

     (18,952 )   (28,736 )
    


 

Net income

   $ 2,406,330     828,251  
    


 

 

See accompanying notes to combined financial statements.

 

3


METRO PREFERRED HOME CARE

 

Combined Statements of Shareholders’ and Members’ Equity

 

Years Ended December 31, 2002 and 2001

 

     Shareholders’
Contributed/
Distributed
Equity


    Members’
Contributed
Equity


    Retained
Earnings
(Deficit)


    Total
Shareholder’s
and
Member’s
Equity


 

Balance, December 31, 2000

   $ 102,771     131,000     (2,403 )   231,368  

Contributions

     356,000     580,000         936,000  

Distributions

     (999,168 )   (147,580 )       (1,146,748 )

Net income

             828,251     828,251  
    


 

 

 

Balance, December 31, 2001

     (540,397 )   563,420     825,848     848,871  

Contributions

     13,000     205,000         218,000  

Distributions

     (961,164 )   (31,740 )       (992,904 )

Net income

             2,406,330     2,406,330  
    


 

 

 

Balance, December 31, 2002

   $ (1,488,561 )   736,680     3,232,178     2,480,297  
    


 

 

 

 

Shareholders’ contributed/distributed equity includes $10,000 of additional paid-in capital.

 

See accompanying notes to combined financial statements.

 

4


METRO PREFERRED HOME CARE

 

Combined Statements of Cash Flows

 

Years Ended December 31, 2002 and 2001

 

     2002

    2001

 

Cash flows from operating activities:

              

Net income

   $ 2,406,330     828,251  

Adjustments to reconcile net income to net cash provided by operating activities:

              

Depreciation and amortization

     137,249     162,098  

Provision for uncollectible accounts

     257,394     143,725  

Changes in assets and liabilities:

              

Increase in patient accounts receivable

     (575,920 )   (1,241,541 )

Increase in prepaid expenses and other current assets

     (22,146 )   (5,371 )

(Decrease) increase in accounts payable

     (504,381 )   285,254  

Increase in accrued management fee

     120,000      

(Decrease) increase in payroll liabilities

     (51,479 )   176,741  

(Decrease) increase in other accrued liabilities

     (16,819 )   68,614  

Deferred revenue

     57,105     148,062  
    


 

Net cash provided by operating activities

     1,807,333     565,833  
    


 

Cash flows from investing activities:

              

Purchases of property and equipment

     (20,949 )   (35,400 )
    


 

Cash flows from financing activities:

              

Payments on capital leases

     (105,466 )   (98,356 )

Contributions from members and shareholders

     218,000     936,000  

Distributions to members and shareholders

     (992,904 )   (1,146,748 )
    


 

Net cash used in financing activities

     (880,370 )   (309,104 )
    


 

Net increase in cash and cash equivalents

     906,014     221,329  

Cash and cash equivalents at beginning of year

     686,392     465,063  
    


 

Cash and cash equivalents at end of year

   $ 1,592,406     686,392  
    


 

Supplemental information:

              

Interest paid

   $ 17,313     25,406  

 

See accompanying notes to combined financial statements.

 

5


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

(1) Nature of Operations and Summary of Significant Accounting Policies

 

  (a) Organization and Nature of Operations

 

Metro Preferred Home Care (“Metro Preferred” or “the Company”) is a provider of home health care nursing services in Southeast Louisiana. Metro Preferred is comprised of two operating entities, Standard Home Health Care, Inc. (“Standard”), a Louisiana corporation and Cypress Health Services, L.L.C. (“Cypress”), a Louisiana limited liability company. The shares of outstanding common stock of Standard and the membership interests in Cypress are owned by the following individuals in the stated percentages:

 

     Standard

  Cypress

Owner A

   40%   40%

Owner B

   40%   40%

Owner C

   20%   20%

 

  (b) Basis of Accounting

 

The Company maintains its books and records on the accrual basis of accounting, and the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

 

  (c) Use of Estimates

 

The preparation of the combined financial statements requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Actual results could differ from those amounts.

 

  (d) Principles of Combination

 

The combined financial statements include the accounts of Standard and Cypress, based on common control and similar business, referred to collectively as the “Company”. All significant intercompany balances and transactions have been eliminated in combination.

 

  (e) Revenue Recognition

 

The Company has agreements with third party payors that provide for payments to the Company at amounts different from its established rates. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the Company’s established rates or estimated reimbursement rates, as applicable. Allowances and contractual adjustments are recorded for the difference between the established rates and the amounts estimated to be payable by third parties and are deducted from gross revenue to determine net service revenue. Net service revenue is the estimated net amounts realizable from patients, third party payors and others for services rendered, including estimated retroactive adjustments under reimbursement agreements.

 

    6   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

Prior to the implementation of the Medicare Prospective Payment System (“PPS”) on October 1, 2000, reimbursement for home health care services to patients covered by the Medicare program was based on reimbursement of allowable costs subject to certain limits. Final reimbursement was determined after submission of annual cost reports and audits thereof by the fiscal intermediaries. Under the new PPS rules, annual cost reports are still required as a condition of participation in the Medicare program. However, there are no final settlements or retroactive adjustments.

 

Under PPS, the Company is paid by Medicare based on episodes of care. An episode of care is defined as a length of care of up to sixty days with multiple continuous episodes allowed. A base episode payment is established by the Medicare Program through federal legislation for all episodes of care ended on or after the applicable time periods detailed below:

 

Period


   Base episode payment

Beginning October 1, 2000 through March 31, 2001

   $2,115 per episode

April 1, 2001 through September 30, 2001

   $2,264 per episode

October 1, 2001 through September 30, 2002

   $2,274 per episode

October 1, 2002 through September 30, 2003

   $2,159 per episode

 

With respect to Medicare reimbursement changes, the applicability of the reimbursement change is dependent upon the completion date of the episode; therefore, changes in reimbursement, both positive and negative, will impact the financial results of the Company up to sixty days in advance of the effective date.

 

The base episode payment is adjusted by applicable regulations including, but not limited to, the following: a case mix adjuster consisting of eighty (80) home health resource groups (“HHRG”), the applicable geographic wage index, low utilization, intervening events and other factors. The episode payment will be made to providers regardless of the cost to provide care. The services covered by the episode payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.

 

Revenue is recognized ratably over the 60-day episode. If an episode is terminated before the 60th day, any remaining unrecognized revenue is recognized at the time of termination. Deferred revenue represents payments received from the intermediary in advance of rendering services to patients.

 

  (f) Cash and Cash Equivalents

 

For purposes of reporting cash flows, cash equivalents include certificates of deposit and all highly liquid debt instruments with maturities of three months or less when purchased.

 

    7   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

  (g) Provision for Doubtful Accounts

 

The Company provides for accounts receivable that could become uncollectible in the future by establishing an allowance to reduce the carrying value of such receivables to their net realizable value. The Company estimates this allowance based on the aging of its accounts receivable and its historical collection experience for each type of payor.

 

  (h) Property and Equipment

 

Property and equipment are carried at cost. Additions and improvements are capitalized, but ordinary maintenance and repair expenses are expensed as incurred. The cost of property and equipment sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and equipment and related accumulated depreciation accounts, and any gain or loss is credited or charged to income.

 

Capital leases, primarily consisting of computer equipment and phone systems, are treated as purchases and included in property and equipment. Capital leases are recorded at the principal amount set forth at lease inception and are depreciated over the useful life of the equipment. The capital leases include a three-year term which expires December 31, 2003.

 

For financial reporting purposes, depreciation of property and equipment including those subject to capital leases ($137,249 in 2002, and $162,098 in 2001,) is included in other general and administrative expenses and is provided utilizing the double declining balance method based upon the following estimated useful service lives:

 

Furniture, fixtures and equipment

   5-7 years

Vehicles

   5 years

Computer software

   5 years

 

  (i) Accounting for the Impairment of Long-Lived Assets

 

Whenever recognized events or changes in circumstances indicate the carrying amount of an asset, including intangible assets, may not be recoverable, management reviews the asset for possible impairment. Management uses undiscounted estimated future cash flows to assess the recoverability of the asset. If the expected future net cash flows are less than the carrying amount of the asset, an impairment loss, measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, is recognized.

 

(2) Acquisitions

 

The following acquisitions were accounted for as purchases:

 

  (a) Standard Home Health Care, Inc.

 

Effective August 11, 2000, the members of Cypress acquired the outstanding stock (1,000 shares) of Standard Home Health Care, Inc. for $10,000. The members acquired all assets and liabilities of the Company with the exception of any tax liabilities generated from the prior operations of the Company which were maintained by the sellers.

 

    8   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

  (b) Ochsner Home Health, Inc.

 

Effective August 23, 2000, Cypress directly acquired certain assets, including the Medicare Home Health Provider Number (the “Provider Number”), of Ochsner Home Health. Cost reports for the Provider Number related to prior operations have been closed for years except for the 2000 short-year; however, the fiscal intermediary, acting on behalf of Centers for Medicare and Medicaid Services (CMS), is entitled to reopen settled cost reports for up to three years after issuing final assessments. Ochsner has indemnified Cypress for any cost report overpayments attributable to all prior periods.

 

(3) Property And Equipment

 

Property and equipment consist of the following as of December 31, 2002 and 2001:

 

     2002

    2001

 

Equipment, furniture and vehicles

   $ 119,921     119,921  

Computer equipment and software

     29,878     8,929  

Vehicles

     18,149     18,149  

Equipment under capital leases

     316,000     316,000  
    


 

       483,948     462,999  

Less accumulated depreciation

     (314,812 )   (177,563 )
    


 

Total property and equipment, net

   $ 169,136     285,436  
    


 

 

Accumulated depreciation includes $88,817 and $120,909 at December 31, 2002 and 2001, respectively, related to capital leases.

 

(4) Line of Credit

 

The Company had a $350,000 Line of Credit through Parish National Bank from November 2000 through April 2003. The effective interest rate on this line of credit was equal to the New York Prime Rate + .025% at December 31, 2002. No amounts were outstanding on the line of credit at December 31, 2002 and 2001, respectively. In April 2003, the Company canceled the Line of Credit with Parish National Bank and obtained a $1 million Line of Credit with the Whitney Bank bearing interest at a rate of 4.75%. No amounts have been drawn on the Whitney Line of Credit.

 

(5) Capital Leases

 

The Company acquired certain equipment under a capital lease for which the related liabilities have been recorded at the principal value as set forth in the lease agreement. The remaining principal balance under the lease was $112,178 and $217,644 at December 31, 2002 and 2001, respectively.

 

    9   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

(6) Income Taxes

 

Standard has elected to be taxed as a Subchapter S Corporation for tax years beginning on or after January 1, 2001. Cypress is a limited liability company, which is treated as a partnership for federal income tax purposes. Accordingly, all income of the Company is taxed directly to the respective members and shareholders. As a result, no amounts for federal income taxes have been reflected in the accompanying combined financial statements.

 

(7) Related Party Transactions

 

  (a) Preferred Executive Management

 

Preferred Executive Management, L.L.C. (Preferred”) is a Louisiana limited liability company owned by the owners of the Company in the same percentage interests as the Company. The purpose of Preferred is to provide executive level management to Standard Cypress and other companies sharing common ownership. In addition, Preferred also pays for insurance and other items shared by the companies and, in turn, allocates the costs to the companies. Preferred is a cost pass-through, allocating, in general, 60% of its costs to Standard, 30% of its costs to Cypress and 10% of its costs to Metro Preferred Medical Staffing, discussed below. The allocation was designed to approximate the relative time and resources that Preferred’s employees spend on the respective companies. The Company incurred expenses for such services of $909,962 and $706,293 in 2002 and 2001, respectively.

 

  (b) Comprehensive Managed Care Services

 

Comprehensive Managed Care Services, L.L.C. (“Comprehensive”) is a Louisiana limited liability company, the majority of which is owned by the same 3 owners of the Company. Comprehensive has developed a comprehensive home health clinical management and billing software package to operate under PPS and it has licensed the software to the Company. The Company currently utilizes Comprehensive’s software to manage all aspects of its clinical operations. The Company has incurred expense of $167,635 and $94,900 in 2002 and 2001, respectively.

 

  (c) Medical Staffing

 

The Company occasionally obtains nursing services via Metro Preferred Medical Staffing, L.L.C. (“Staffing”), a Louisiana limited liability company which is owned by the owners of the Company in the same percentage interests as the Company. The Company incurred expense to Staffing of $285,671 and $50,358 in 2002 and 2001, respectively.

 

  (d) Delacroix

 

The Company leases property from 5425 Delacroix Highway, L.L.C., which is owned by one of the owners of the Company, at the rate of $2,000 per month. The leased premises is used by management of the Company for employee entertainment purposes.

 

    10   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

(8) Commitments and Contingencies

 

  (a) Legal Proceedings

 

From time to time, the Company and its subsidiaries are defendants in lawsuits arising in the ordinary course of the Company’s business. Based on current knowledge, management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial condition or results of operations.

 

  (b) Medicare Reimbursement Reductions

 

The Company derived 82% of its revenues from the Medicare system for each of the years ended December 31, 2002 and 2001.

 

From October 1, 1998 to October 1, 2000, Medicare-reimbursed home health agencies’ cost limits were determined as the lesser of (i) their actual costs, (ii) per visit cost limits based on 105% of national median costs of freestanding home health agencies, or (iii) a per beneficiary limit determined for each specific agency based on whether the agency was an “old” or “new” provider.

 

In December 2000, Congress passed the Benefits Improvement and Protection Act (“BIPA”), which provided additional funding to healthcare providers. BIPA provided for the following: (i) a one-year delay in applying the budgeted 15% reduction on payment limits, subsequently extended to September 30, 2002 (ii) the restoration of a full home health market basket update for episodes of care ending on or after April 1, 2001, and before October 1, 2001, resulting in an increase to revenue of 2.2%, (iii) a 10% increase, beginning April 1, 2001 and extending for a period of twenty four months, for home health services provided in a rural area, and (iv) a one-time advance equal to two months of periodic interim payments (“PIP”).

 

The scheduled reduction was implemented effective October 1, 2002 for all episodes of care ended on or after October 1, 2002 and reflected a decrease of 7%, offset by an inflationary update of .8%, resulting in a net decrease to reimbursement of approximately 6.2%.

 

In addition to the reduction effective October 1, 2002, the provision in BIPA whereby home health providers received a 10% increase in reimbursement that began April, 2001 for serving patients in rural areas expired on March 31, 2003. Patients in rural areas account for approximately 2.5% of the Company’s patient population.

 

  (c) Legislation

 

The healthcare industry is subject to numerous laws and regulations of Federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result

 

    11   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with all state and Federal legal provisions concerning fraud and abuse as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time.

 

The Health Insurance Portability and Accountability Act (“HIPAA”) was enacted August 21, 1996 to assure health insurance portability, reduce health care fraud and abuse, guarantee security and privacy of health information and enforce standards for health information. Organizations are required to be in compliance with certain HIPAA provisions relating to security and privacy beginning April 14, 2003. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. Management is in the process of implementing these regulations, enhancing systems’ security, and training all personnel as required for HIPAA compliance.

 

Pursuant to the provisions of HIPAA, covered health care providers were required to comply with the statute’s electronic Health Care Transactions and Code Sets Requirements by October 16, 2002, or secure an automatic one-year extension to the deadline. Prior to the regulatory deadline, the Company secured the automatic one-year extension in accordance with the directives of CMS. The extension affords the Company until October 16, 2003 to attain compliance with these regulatory requirements.

 

  (d) Operating Leases

 

The Company has leased office space at various locations under non-cancelable agreements which expire between 2003 and 2006, and require various minimum annual rentals. Total minimum rental commitments at December 31, 2002 are due as follows:

 

Year Ended December 31:     

2003

   $ 234,478

2004

     143,595

2005

     115,248

2006

     115,248

 

Rent expense was $313,520 and $294,928 in 2002 and 2001, respectively.

 

  (e) Management Agreement

 

The Company and Global Management Services, L.L.C. (“Global”), have an agreement under which Global provides financial consulting and management services, accounting services, payroll processing, billing services, collection services, community education services and hardware and software consulting for the Company’s home health agencies. Under the flat rate fee structure, fees

 

    12   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

are paid at the rate of $60,000 per month. In addition, at the end of each year, Global may receive an additional payment based on the performance of the Company. Such additional payment is subject to the complete discretion of the Company and is determined at year-end. The Company incurred expenses of $720,000 and $983,669 in 2002 and 2001, respectively, for such services.

 

  (f) Insurance Plans

 

The Company believes that it has maintained adequate insurance coverage at all times, including, but not limited to, General Liability, Malpractice and Workmen’s Compensation insurance. The Company has not maintained any self-funded insurance plans at any time. Accordingly, the Company does not believe that it will incur additional costs, beyond the insurance premiums incurred, for any claims against it.

 

  (g) Other

 

The Company is subject to various other types of claims and disputes arising in the course of its business. While the resolution of such issues is not presently determinable with certainty, management believes that the ultimate resolution of such matters will not have a significant effect on the Company’s financial position or results of operations.

 

(9) 401(k) Benefit Plan

 

The Company adopted a plan qualified under Section 401(k) of the Internal Revenue Code for all employees who have reached 21 years of age and have at least one year of service and have worked at least 1,000 hours. Under the plan, eligible employees may elect to defer a portion of their compensation, subject to Internal Revenue Service limits. The Company may make matching contributions equal to a discretionary percentage of the employee’s salary deductions. Matching contributions of $83,556 and $88,134 were made in 2002 and 2001, respectively. Management believes the plan continues to qualify as an exempt plan under Section 401(k) of the Internal Revenue Code.

 

(10) Amounts Due To And Due From Medicare

 

Prior to the implementation of PPS on October 1, 2000, the Company recorded Medicare revenues at the lower of actual costs, the per visit cost limit, or a per beneficiary cost limit on an individual provider basis. Under the previous Medicare cost-based reimbursement system, ultimate reimbursement under the Medicare program was determined upon review of the annual cost reports.

 

For the cost report year ended December 31, 2000, the Company had estimated aggregate overpayments of $64,380 recorded as of December 31, 2001. This amount was repaid to Medicare in 2002. At December 31, 2002 the Company had no amounts recorded due to Medicare.

 

The fiscal intermediary, acting on behalf of CMS, has not yet issued finalized cost reports for the fiscal years ended December 31, 2000, and is entitled to reopen settled cost reports for up to three years after issuing final assessments.

 

    13   (Continued)


METRO PREFERRED HOME CARE

 

Combined Financial Statements

 

December 31, 2002 and 2001

 

(11) Disclosures About Fair Value of Financial Instruments

 

The carrying amounts of accounts receivable, accounts payable, and accrued liabilities approximate fair market value because of the short maturity of these instruments.

 

14


METRO PREFERRED HOME CARE

Combined Balance Sheets

As of June 30, 2003 and December 31, 2002

 

     June 30,
2003


   December 31,
2002


     (unaudited)     

Assets:

             

Current assets

             

Cash and cash equivalents

   $ 1,453,347    $ 1,592,406

Patient accounts receivable, net of allowance for doubtful accounts of $396,474 at June 30, 2002 and $257,934 at December 31, 2001

     2,114,803      1,895,955

Prepaid expenses

     28,639      27,517
    

  

Total current assets

     3,596,789      3,515,878
    

  

Property and equipment, net

     95,991      169,136

Other assets

     18,618      18,618
    

  

Total assets

   $ 3,711,398    $ 3,703,632
    

  

Liabilities and Shareholders’ and Members’ Equity:

             

Accounts payable

   $ 89,917    $ 162,676

Accrued expenses:

             

Payroll and payroll taxes

     680,529      547,274

Accrued management fees

     —        120,000

Customer refunds payable

     93,895      76,040

Deferred revenue

     130,502      205,167

Capital leases payable – short term

     99,968      37,138
    

  

Total current liabilities

     1,094,811      1,148,295

Capital leases payable – long term

     —        75,040
    

  

Total liabilities

     1,094,811      1,223,335
    

  

Shareholders’ and Members’ Equity:

             

Common stock no par value; 1,000 shares authorized, issued and outstanding

     —        —  

Shareholders’ and members’ contributed equity

     1,498,501      1,448,501

Retained earnings

     1,118,086      1,031,796
    

  

Total shareholders’ and members’ equity

     2,616,587      2,480,297
    

  

Commitments and contingencies

             

Total liabilities and shareholders’ and members’ equity

     3,711,398      3,703,632
    

  

 

See accompanying notes to combined financial statements.


METRO PREFERRED HOME CARE

Combined Statements of Income

For the three and six months ended June 30, 2003 and 2002

(Unaudited)

 

     Three months ended

   Six months ended

     June 30,
2003


   June 30,
2002


   June 30,
2003


   June 30,
2002


Revenue:

                           

Net service revenue

   $ 4,965,946    $ 4,296,636    $ 9,669,794    $ 8,383,018

Cost of service revenue

     1,844,994      1,249,118      3,429,198      2,544,096
    

  

  

  

Gross profit

     3,120,952      3,047,518      6,240,596      5,838,922
    

  

  

  

General and administrative expenses:

                           

Salaries and benefits

     1,022,252      1,234,664      2,129,389      2,426,916

Other

     1,962,223      1,144,653      3,373,925      2,320,932
    

  

  

  

Total general and administrative expenses

     2,984,475      2,379,317      5,503,314      4,747,846
    

  

  

  

Operating income

     136,477      668,201      737,282      1,091,076

Other income and expense:

                           

Other income

     —        1,078      —        1,939
    

  

  

  

Total other expense, net

     —        1,078      —        1,939
    

  

  

  

Net income

   $ 136,477    $ 669,279    $ 737,282    $ 1,093,015
    

  

  

  

 

See accompanying notes to combined financial statements.


METRO PREFERRED HOME CARE

Combined Statements of Cash Flows

Six months ended June 30, 2003 and 2002

 

     2003

    2002

 

Cash flows from operating activities:

                

Net income

   $ 737,282     $ 1,093,015  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     102,285       68,315  

Provision for uncollectible accounts

     139,080       107,584  

Changes in assets and liabilities:

                

Increase in patient accounts receivable

     (357,928 )     (450,949 )

Increase in prepaid expenses and other current assets

     (1,122 )     (2,331 )

Increase in accounts payable

     (72,759 )     (334,006 )

Decrease in accrued management fee

     (120,000 )     —    

Increase in payroll liabilities

     133,255       33,609  

(Decrease) increase in other accrued liabilities

     17,855       40,051  

Deferred revenue

     (74,665 )     14,520  
    


 


Net cash provided by operating activities

     503,283       569,808  
    


 


Cash flows from investing activities:

                

Purchases of property and equipment

     (29,141 )     (10,725 )
    


 


Cash flows from financing activities:

                

Payments on capital leases

     (12,210 )     51,813  

Contributions from members and shareholders

     50,000       (44,769 )

Distributions to members and shareholders

     (650,991 )        
    


 


Net cash used in financing activities

     (613,201 )     (96,582 )
    


 


Net (decrease) increase in cash and cash equivalents

     (139,059 )     462,501  

Cash and cash equivalents at beginning of period

     1,592,406       686,392  
    


 


Cash and cash equivalents at end of period

   $ 1,453,347     $ 1,148,893  
    


 


Supplemental information:

                

Interest paid

     2,091       4,589  

 

See accompanying notes to combined financial statements.


METRO PREFERRED HOME CARE

 

Notes to Combined Financial Statements

(Unaudited)

 

(1) Nature of Operations and Summary of Significant Accounting Policies

 

(a) Organization and Nature of Operations

 

Metro Preferred Home Care (“Metro Preferred” or “the Company”) is a provider of home health care nursing services in Southeast Louisiana. Metro Preferred is comprised of two operating entities, Standard Home Health Care, Inc. (“Standard”), a Louisiana corporation and Cypress Health Services, L.L.C. (“Cypress”), a Louisiana limited liability company. The shares of outstanding common stock of Standard and the membership interests in Cypress are owned by the following individuals in the stated percentages:

 

     Standard

    Cypress

 

Owner A

   40 %   40 %

Owner B

   40 %   40 %

Owner C

   20 %   20 %

 

In the opinion of management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the Company’s financial position at June 30, 2003, the results of operations for the three and six months ended June 30, 2003 and 2002, and cash flows for the six months ended June 30, 2003 and 2002. The results of operations for the interim periods are not necessarily indicative of results of operations for the entire year. These interim combined financial statements should be read in conjunction with the Company’s annual financial statements and related notes for the period ended December 31, 2002.

 

(b) Basis of Accounting

 

The Company maintains its books and records on the accrual basis of accounting, and the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

 

(c) Use of Estimates

 

The preparation of the combined financial statements requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Actual results could differ from those amounts.

 

(d) Principles of Combination

 

The combined financial statements include the accounts of Standard and Cypress, based on common control and similar business, referred to collectively as the “Company”. All significant intercompany balances and transactions have been eliminated in combination.


(e) Revenue Recognition

 

The Company has agreements with third party payors that provide for payments to the Company at amounts different from its established rates. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the Company’s established rates or estimated reimbursement rates, as applicable. Allowances and contractual adjustments are recorded for the difference between the established rates and the amounts estimated to be payable by third parties and are deducted from gross revenue to determine net service revenue. Net service revenue is the estimated net amounts realizable from patients, third party payors and others for services rendered, including estimated retroactive adjustments under reimbursement agreements.

 

Prior to the implementation of the Medicare Prospective Payment System (“PPS”) on October 1, 2000, reimbursement for home health care services to patients covered by the Medicare program was based on reimbursement of allowable costs subject to certain limits. Final reimbursement was determined after submission of annual cost reports and audits thereof by the fiscal intermediaries. Under the new PPS rules, annual cost reports are still required as a condition of participation in the Medicare program. However, there are no final settlements or retroactive adjustments.

 

Under PPS, the Company is paid by Medicare based on episodes of care. An episode of care is defined as a length of care of up to sixty days with multiple continuous episodes allowed. A base episode payment is established by the Medicare Program through federal legislation for all episodes of care ended on or after the applicable time periods detailed below:

 

Period


  

Base episode payment


Beginning October 1, 2000 through March 31, 2001

   $2,115 per episode

April 1, 2001 through September 30, 2001

   $2,264 per episode

October 1, 2001 through September 30, 2002

   $2,274 per episode

October 1, 2002 through September 30, 2003

   $2,159 per episode

 

With respect to Medicare reimbursement changes, the applicability of the reimbursement change is dependent upon the completion date of the episode; therefore, changes in reimbursement, both positive and negative, will impact the financial results of the Company up to sixty days in advance of the effective date.

 

The base episode payment is adjusted by applicable regulations including, but not limited to, the following: a case mix adjuster consisting of eighty (80) home health resource groups (“HHRG”), the applicable geographic wage index, low utilization, intervening events and other factors. The episode payment will be made to providers regardless of the cost to provide care. The services covered by the episode payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.

 

Revenue is recognized ratably over the 60-day episode. If an episode is terminated before the 60th day, any remaining unrecognized revenue is recognized at the time of termination. Deferred revenue represents payments received from the intermediary in advance of rendering services to patients.

 

(f) Cash and Cash Equivalents

 

For purposes of reporting cash flows, cash equivalents include certificates of deposit and all highly liquid debt instruments with maturities of three months or less when purchased.


(g) Provision for Doubtful Accounts

 

The Company provides for accounts receivable that could become uncollectible in the future by establishing an allowance to reduce the carrying value of such receivables to their net realizable value. The Company estimates this allowance based on the aging of its accounts receivable and its historical collection experience for each type of payor.

 

(h) Property and Equipment

 

Property and equipment are carried at cost. Additions and improvements are capitalized, but ordinary maintenance and repair expenses are expensed as incurred. The cost of property and equipment sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and equipment and related accumulated depreciation accounts, and any gain or loss is credited or charged to income.

 

Capital leases, primarily consisting of computer equipment and phone systems, are treated as purchases and included in property and equipment. Capital leases are recorded at the principal amount set forth at lease inception and are depreciated over the useful life of the equipment. The capital leases include a three-year term which expires December 31, 2003.

 

For financial reporting purposes, depreciation of property and equipment including those subject to capital leases is included in other general and administrative expenses and is provided utilizing the double declining balance method based upon the following estimated useful service lives:

 

Furniture, fixtures and equipment

   5-7 years

Vehicles

   5 years

Computer software

   5 years

 

(i) Accounting for the Impairment of Long-Lived Assets

 

Whenever recognized events or changes in circumstances indicate the carrying amount of an asset, including intangible assets, may not be recoverable, management reviews the asset for possible impairment. Management uses undiscounted estimated future cash flows to assess the recoverability of the asset. If the expected future net cash flows are less than the carrying amount of the asset, an impairment loss, measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, is recognized.

 

(2) Income Taxes

 

Standard has elected to be taxed as a Subchapter S Corporation for tax years beginning on or after January 1, 2001. Cypress is a limited liability company, which is treated as a partnership for federal income tax purposes. Accordingly, all income of the Company is taxed directly to the respective members and shareholders. As a result, no amounts for federal income taxes have been reflected in the accompanying combined financial statements.


ANNEX B

 

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share information)

 

The following unaudited pro forma consolidated financial statements are derived from the historical consolidated financial statements of Amedisys, Inc (the “Company”) and from the historical combined financial statements of Metro Preferred Home Care (“Metro”) with pro forma adjustments related to the acquisition of Metro by the Company. On August 5, 2003, effective August 1, 2003, Amedisys LA Acquisitions, LLC (“Purchaser”), a wholly-owned subsidiary of Amedisys, Inc. (“Amedisys”) which acted as Guarantor, purchased certain assets and certain liabilities, of nine home care offices of Standard Home Health Care, Inc. and Cypress Health Services, LLC (“Sellers”), located in southeast Louisiana. The purchase price of approximately $8 million was comprised of $6 million in cash at closing, 163,000 shares of Amedisys, Inc. common stock, and $1 million in a three-year note subject to performance requirements. The assets acquired consist primarily of Medicare and Medicaid provider numbers; furniture, fixtures, equipment, and leasehold improvements; inventory; prepaid expenses; advances and deposits; office supplies; records and files; transferable governmental licenses and permits; and rights in, to and under specified licenses, contracts, leases and agreements. The assets were valued at fair value based on the historical prices the Company paid for similar assets. The liabilities being assumed are the paid-time-off balances of the Sellers’ employees, the value of which was offset from the cash paid to Sellers at closing, and obligations arising on or subsequent to the closing dates under the assumed contracts. The pro forma statements of operations are presented as if the transactions occurred on January 1, 2002. The pro forma balance sheet is presented as if the transaction occurred on June 30, 2003. The transactions and the related adjustments are described in the accompanying notes. In the opinion of management, all adjustments have been made that are necessary to present fairly the pro forma condensed consolidated financial statements. The pro forma adjustments relating to the acquisition represent management’s initial estimates of the value of the tangible and intangible assets acquired. The actual adjustments may differ materially from these presented in the unaudited pro forma financial statements.

 

The following unaudited pro forma consolidated financial statements are presented for illustrative purposes only. They may not be indicative of the financial position or results of operations that would have actually occurred if the transaction described had occurred as presented. In addition, future results may vary significantly from the results reflected in such statements.


Amedisys, Inc. and subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2002

(In 000s, except per share data)

 

     Historical

    Acquisition
Adjustments


    Pro Forma

 
     Amedisys

    Metro

     

Income:

                                

Net service revenue

   $ 129,424     $ 17,251     $ —       $ 146,675  

Cost of service revenue

     58,244       5,709       —         63,953  
    


 


 


 


Gross Margin

     71,180       11,542       —         82,722  

General and administrative expenses:

                                

Salaries and benefits

     38,650       4,436       —         43,086  

Other

     24,410       4,681       (101 )(a)     28,990  

Restructuring charge

     1,640       —         —         1,640  
    


 


 


 


Total general and administrative expenses

     64,700       9,117       (101 )     73,716  

Operating Income

     6,480       2,425       101       9,006  
    


 


 


 


Other income (expense):

                                

Interest income

     97       —         —         97  

Interest expense

     (1,874 )     —         (27 )(b)     (1,901 )

Provision for uncollectible receivable

     (7,349 )     —         —         (7,349 )

Miscellaneous

     113       (19 )     —         94  
    


 


 


 


Total other expense, net

     (9,013 )     (19 )     (27 )     (9,059 )
    


 


 


 


(Loss) Income before income taxes

     (2,533 )     2,406       74       (53 )

Income tax (benefit) expense

     (3,285 )     —         943  (c)     (2,342 )
    


 


 


 


Net Income

   $ 752     $ 2,406     $ (869 )   $ 2,290  
    


 


 


 


Basic weighted average common shares outstanding

     8,499,000               163,000       8,662,000  

Basic income per common share

   $ 0.09             $ (5.33 )   $ 0.26  

Diluted weighted average common shares outstanding

     9,007,000               163,000       9,170,000  

Diluted income per common share

   $ 0.08             $ (5.33 )   $ 0.25  

 

Notes to Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2002

 

The following notes set forth the adjustments made in preparing the unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2002.

 

(a) Reflects a net decrease in depreciation expense of $101,000 associated with the property and equipment acquired from Metro at the allocated purchase price based on the change in depreciation methods used.

 

(b) Reflects an increase in interest expense of $27,000 associated with Note Payable to Metro and assumed capital leases.

 

(c) Reflects an increase in income tax expense at the Company’s historical effective rate of 38%. Prior to this acquisition, Metro was a non-taxable entity.


Amedisys, Inc. and subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the six months ended June 30, 2003

(In 000s, except per share data)

 

     Historical

    Acquisition
Adjustments


    Pro Forma

 
     Amedisys

    Metro

     

Income:

                                

Net Service Revenue

   $ 63,326     $ 9,670     $ —       $ 72,996  

Cost of service revenue

     26,009       3,429       —         29,438  
    


 


 


 


Gross Margin

     37,317       6,241       —         43,558  

General and administrative expenses:

                                

Salaries and benefits

     19,742       2,129       —         21,871  

Other

     12,835       3,374       (66 )(a)     16,143  
    


 


 


 


Total general and administrative expenses

     32,577       5,503       (66 )     38,014  

Operating Income

     4,740       738       66       5,544  
    


 


 


 


Other income (expense):

                                

Interest income

     41       —         —         41  

Interest expense

     (701 )     (1 )     (11 )(b)     (713 )

Other Income, net

     209       —         —         209  
    


 


 


 


Total other expense, net

     (451 )     (1 )     (11 )     (463 )
    


 


 


 


Income before income taxes

     4,289       737       55       5,081  

Income tax expense

     1,626       —         301  (c)     1,927  
    


 


 


 


Net Income

   $ 2,663     $ 737     $ (246 )   $ 3,154  
    


 


 


 


Basic weighted average common shares outstanding

     9,402,000               163,000       9,565,000  

Basic income per common share

   $ 0.28             $ (1.51 )   $ 0.33  

Diluted weighted average common shares outstanding

     9,583,000               163,000       9,746,000  

Diluted income per common share

   $ 0.28             $ (1.51 )   $ 0.32  

 

Notes to Pro Forma Consolidated Statement of Operations

Six Months Ended June 30, 2003

 

The following notes set forth the adjustments made in preparing the unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2003.

 

(a) Reflects a net decrease in depreciation expense of $66,000 associated with the property and equipment acquired from Metro at the allocated purchase price based on the change in depreciation methods used.

 

(b) Reflects an increase in interest expense of $27,000 associated with Note Payable to Metro.

 

(c) Reflects an increase in income tax expense at the Company’s historical effective rate of 38%. Prior to this acquisition, Metro was a non-taxable entity.


Amedisys, Inc. and subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2003

(In 000s, except per share amounts)

 

     Historical

    Acquisition
Adjustments


    Pro
Forma


 
     Amedisys

    Metro

     

CURRENT ASSETS:

                                

Cash and cash equivalents

   $ 12,801     $ 1,453     $ (7,371 )(a)   $ 6,883  

Accounts receivable, net of allowance for doubtful accounts of $2,192 in June 2003

     9,424       2,115       (2,115 )(b)     9,424  

Prepaid expenses

     1,631       —         —         1,631  

Deferred income taxes

     2,376       —         —         2,376  

Inventory and other current assets

     722       29       37   (c)     788  
    


 


 


 


Total Current Assets

     26,954       3,597       (9,449 )     21,102  

Property and equipment, net

     7,378       96       86   (d)     7,560  

Other assets, net

     25,737       18       7,883  (e)     33,638  
    


 


 


 


Total Assets

   $ 60,069     $ 3,711     $ (1,480 )   $ 62,300  
    


 


 


 


CURRENT LIABILITIES:

                                

Accounts payable

   $ 2,029     $ 90     $ (90 )(f)   $ 2,029  

Accrued expenses:

                                

Payroll and payroll taxes

     7,394       680       (599 )(g)     7,475  

Insurance

     2,309       —         —         2,309  

Income taxes payable

     457       —         —         457  

Legal settlements

     2,035       —         —         2,035  

Other

     3,148       225       (225 )(h)     3,148  

Current portion of long-term debt

     3,615       —         243   (i)     3,858  

Current portion of medicare liabilities

     7,795       —         —         7,795  

Current portion of obligations under capital leases

     2,274       100       (89 )(j)     2,285  
    


 


 


 


Total Current Liabilities

     31,056       1,095       (760 )     31,391  

Long-term debt

     2,879       —         757  (k)     3,636  

Obligations under capital leases

     334       —         40   (l)     374  

Deferred income taxes

     391       —         —         391  

Long-term medicare liabilities

     3,444       —         —         3,444  

Other long-term liabilities

     826       —         —         826  
    


 


 


 


Total Liabilities

     38,930       1,095       37       40,062  
    


 


 


 


STOCKHOLDERS’ EQUITY (DEFICIT)

                                

Common stock (9,533,810 Shares in June 2003)

     10       —         —         10  

Additional paid-in capital

     30,951       —         1,099  (m)     32,050  

Owner’s equity

     —         (1,353 )     1,353  (n)     —    

Treasury stock (4,167 Shares of Common Stock in June 2003)

     (25 )     —         —         (25 )

Retained (Deficit) earnings

     (9,797 )     3,969       (3,969 )(o)     (9,797 )
    


 


 


 


Total Stockholders’ Equity

     21,139       2,616       (1,517 )     22,238  
    


 


 


 


Total Liabilities and Stockholders’ Equity

   $ 60,069     $ 3,711     $ (1,480 )   $ 62,300  
    


 


 


 



Notes to Pro Forma Consolidated Balance Sheet

As of June 30, 2003

 

The following notes set forth the adjustments made in preparing the unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2003.

 

(a) Represents a decrease to eliminate assets of Metro not purchased by the Company in the amount of $1,453,000 and a decrease to record the cash paid to Metro for the acquisition of assets from Metro of $5,918,000.

 

(b) Represents a decrease to eliminate assets of Metro not purchased by the Company in the amount of $2,115,000.

 

(c) Represents a decrease to eliminate assets of Metro not purchased by the Company in the amount of $29,000 and an increase to record the fair value of inventory and purchased by the Company in the amount of $66,000.

 

(d) Represents a net increase in the amount of $86,000 to record the fair value of the acquired property and equipment.

 

(e) Represents a decrease to eliminate assets of Metro not purchased by the Company in the amount of $18,000 and an increase in the amount of $7,901,000 representing the intangible assets associated with this transaction.

 

(f) Represents a decrease to eliminate liabilities of Metro not assumed by the Company in the amount of $90,000.

 

(g) Represents a decrease to eliminate liabilities of Metro not assumed by the Company in the amount of $599,000.

 

(h) Represents a decrease to eliminate liabilities of Metro not assumed by the Company in the amount of $225,000.

 

(i) Represents an increase to record the short term portion of the note payable to Metro for the acquisition of assets in the amount of $243,000.

 

(j) Represents a net decrease to eliminate liabilities of Metro not assumed by the Company in the amount of $89,000.

 

(k) Represents an increase to record the long term portion of the note payable to Metro for the acquisition of assets in the amount of $757,000.

 

(l) Represents an increase to record the long term portion of capital leases assumed from Metro in the amount of $40,000.

 

(m) Represents an increase to record the additional paid in capital associated with stock given to Metro as consideration for net assets received in the amount of $1,099,000.

 

(n) Represents an increase to eliminate equity of Metro in the amount of $1,353,000.

 

(o) Represents a decrease to eliminate equity of Metro in the amount of $3,969,000.