<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

CHECK ONE                           FORM 10-Q

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2000
                                                 --------------

                                       OR

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM __________ TO__________.

                           AMERICAN HOMEPATIENT, INC.
             -----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>

<S>                                   <C>                <C>
          DELAWARE                      0-19532                      62-1474680
          --------                      -------                      ----------
(STATE OR OTHER JURISDICTION OF       (COMMISSION        (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)        FILE NUMBER)
</TABLE>


            5200 MARYLAND WAY, SUITE 400, BRENTWOOD, TENNESSEE 37027
            --------------------------------------------------------
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)

                                 (615) 221-8884
              ----------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                      NONE
              ----------------------------------------------------
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                        IF CHANGES SINCE LAST REPORT.)

    INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
    REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
    REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
    SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X]  NO [ ]

                                   15,471,087
            --------------------------------------------------------

      (OUTSTANDING SHARES OF THE ISSUER'S COMMON STOCK AS OF MAY 10, 2000)

                          TOTAL NUMBER OF SEQUENTIALLY
                              NUMBERED PAGES IS 28


                                       1
<PAGE>   2


                         PART I. FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

                  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

                 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (unaudited)


ASSETS

<TABLE>
<CAPTION>
                                                                      December 31,          March 31,
                                                                         1999                 2000
                                                                         ----                 ----
<S>                                                                 <C>                 <C>
CURRENT ASSETS
    Cash and cash equivalents                                       $  28,123,000       $  12,753,000
    Accounts receivable, less allowance for doubtful accounts
      of $56,876,000 and $59,534,000 respectively                      75,956,000          77,823,000
    Inventories                                                        16,499,000          14,720,000
    Prepaid expenses and other assets                                     982,000             987,000
                                                                    -------------       -------------
          Total current assets                                        121,560,000         106,283,000
                                                                    -------------       -------------

PROPERTY AND EQUIPMENT, at cost                                       174,558,000         184,749,000
    Less accumulated depreciation and amortization                   (113,465,000)       (123,921,000)
                                                                    -------------       -------------
          Net property and equipment                                   61,093,000          60,828,000
                                                                    -------------       -------------
OTHER ASSETS
    Excess of cost over fair value of net assets acquired, net        202,622,000         201,279,000
    Investment in unconsolidated joint ventures                        17,473,000          13,555,000
    Deferred financing costs, net                                       3,703,000           4,306,000
    Other assets, net                                                  17,549,000          15,493,000
                                                                    -------------       -------------
          Total other assets                                          241,347,000         234,633,000
                                                                    -------------       -------------
                                                                    $ 424,000,000       $ 401,744,000
                                                                    =============       =============
</TABLE>






                                  (Continued)


                                       2
<PAGE>   3


                  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

                 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Continued)
                                  (unaudited)


LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                         December 31,          March 31,
                                                                            1999                 2000
                                                                            ----                 ----

<S>                                                                    <C>                 <C>
CURRENT LIABILITIES
    Current portion of long-term debt and capital leases               $  16,644,000       $  12,150,000
    Trade accounts payable                                                23,327,000          14,802,000
    Other payables                                                         1,854,000           2,872,000
    Accrued expenses:
       Payroll and related benefits                                        7,472,000           7,627,000
       Interest                                                              596,000             536,000
       Insurance                                                           3,979,000           4,513,000
       Restructuring accruals                                              1,234,000             377,000
       Other                                                               5,924,000           8,345,000
                                                                       -------------       -------------
          Total current liabilities                                       61,030,000          51,222,000
                                                                       -------------       -------------
NONCURRENT LIABILITIES
    Long-term debt and capital leases, less current portion              298,778,000         295,717,000
    Other noncurrent liabilities                                           7,204,000           6,226,000
                                                                       -------------       -------------
          Total noncurrent liabilities                                   305,982,000         301,943,000
                                                                       -------------       -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock, $.01 par value; authorized 5,000,000 shares;
       none issued and outstanding                                             --                  --
    Common stock, $.01 par value; authorized 35,000,000
       shares; issued and outstanding, 15,160,000 and
       15,471,000 shares, respectively                                       152,000             155,000
    Paid-in capital                                                      172,867,000         173,029,000
    Accumulated deficit                                                 (116,031,000)       (124,605,000)
                                                                       -------------       -------------
          Total stockholders' equity                                      56,988,000          48,579,000
                                                                       -------------       -------------
                                                                       $ 424,000,000       $ 401,744,000
                                                                       =============       =============
</TABLE>

The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.


                                       3
<PAGE>   4


                  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

            INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months Ended March 31
                                                                           ---------------------------
                                                                             1999                2000
                                                                             ----                ----

<S>                                                                    <C>                 <C>
NET REVENUES
    Sales and related service revenues                                 $  42,860,000       $  42,502,000
    Rentals and other revenues                                            47,780,000          44,236,000
    Earnings from joint ventures                                             598,000           1,152,000
                                                                       -------------       -------------
          Total net revenues                                              91,238,000          87,890,000
                                                                       -------------       -------------
EXPENSES
    Cost of sales and related services, excluding depreciation
       and amortization                                                   22,719,000          21,826,000
    Operating                                                             53,028,000          53,464,000
    General and administrative                                             3,888,000           3,350,000
    Depreciation and amortization                                          9,818,000          10,211,000
    Interest                                                               7,211,000           7,463,000
                                                                       -------------       -------------
          Total expenses                                                  96,664,000          96,314,000
                                                                       -------------       -------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                                  (5,426,000)         (8,424,000)

PROVISION FOR INCOME TAXES                                                   150,000             150,000
                                                                       -------------       -------------
NET LOSS                                                               $  (5,576,000)      $  (8,574,000)
                                                                       =============       =============
NET LOSS PER COMMON SHARE
       - Basic                                                         $       (0.37)      $       (0.55)
                                                                       =============       =============
       - Diluted                                                       $       (0.37)      $       (0.55)
                                                                       =============       =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
       - Basic                                                            15,205,000          15,480,000
                                                                       =============       =============
       - Diluted                                                          15,205,000          15,480,000
                                                                       =============       =============
</TABLE>

The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.


                                       4
<PAGE>   5


                  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

            INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                       Three Months Ended March 31
                                                                       ---------------------------
                                                                         1999               2000
                                                                         ----               ----
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                         $(5,576,000)      $ (8,574,000)
    Adjustments to reconcile net loss from operations
      to net cash provided from (used in) operating activities:
       Depreciation and amortization                                   9,818,000         10,211,000
       Equity in (earnings) losses of unconsolidated joint
         ventures                                                        418,000           (216,000)
       Minority interest                                                  67,000             41,000

    Change in assets and liabilities, net of effects from
      acquisitions:
       Accounts receivable, net                                          292,000            416,000
       Inventories                                                     2,739,000          2,012,000
       Prepaid expenses and other assets                                 988,000            (11,000)
       Income tax receivable                                            (132,000)           209,000
       Trade accounts payable, accrued expenses
          and other current liabilities                                 (554,000)        (6,822,000)
       Restructuring accruals                                           (100,000)          (857,000)
       Other non current liabilities                                       2,000             53,000
       Other assets                                                      206,000             77,000
                                                                     -----------       ------------
          Net cash provided from (used in) operating activities        8,168,000         (3,461,000)
                                                                     -----------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from (used in) joint venture dissolutions                   (50,000)           737,000
    Additions to property and equipment, net                          (3,800,000)        (4,651,000)
    Distributions from (advances to) unconsolidated joint
       ventures, net                                                   1,106,000           (387,000)
    Distributions to minority interest owners                            (49,000)           (20,000)
                                                                     -----------       ------------
       Net cash used in investing activities                          (2,793,000)        (4,321,000)
                                                                     -----------       ------------
</TABLE>


                                  (Continued)


                                       5
<PAGE>   6


                  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

            INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                  (Continued)

<TABLE>
<CAPTION>

                                                                        Three Months Ended March 31
                                                                        ---------------------------
                                                                          1999               2000
                                                                          ----               ----
<S>                                                                  <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on debt and capital leases                      (1,173,000)        (7,092,000)
    Proceeds from issuance of debt                                      4,500,000            377,000
    Proceeds from Employee Stock Purchase Plan                            339,000            168,000
    Deferred financing costs                                             (164,000)        (1,041,000)
                                                                     ------------       ------------
          Net cash provided from (used in) financing activities         3,502,000         (7,588,000)
                                                                     ------------       ------------
(DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                                           8,877,000        (15,370,000)

CASH AND CASH EQUIVALENTS, beginning of period                          4,276,000         28,123,000
                                                                     ------------       ------------

CASH AND CASH EQUIVALENTS, end of period                             $ 13,153,000       $ 12,753,000
                                                                     ============       ============
SUPPLEMENTAL INFORMATION:
    Cash payments of interest                                        $  6,672,000       $  7,418,000
                                                                     ============       ============

    Cash payments of income taxes                                    $    335,000       $    185,000
                                                                     ============       ============
</TABLE>

The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.


                                       6
<PAGE>   7


                  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            MARCH 31, 2000 AND 1999

         1. ORGANIZATION AND BACKGROUND

         American HomePatient, Inc. (the "Company") was incorporated in
         Delaware in September 1991. The Company's principal executive offices
         are located at 5200 Maryland Way, Suite 400, Brentwood, Tennessee
         37027-5018, and its telephone number at that address is (615)
         221-8884. The Company provides home health care services and products
         consisting primarily of respiratory and infusion therapies and the
         rental and sale of home medical equipment and home health care
         supplies. For the three months ended March 31, 2000, such services
         represented 55%, 21% and 24%, respectively of net revenues. These
         services and products are paid for primarily by Medicare, Medicaid and
         other third-party payors. As of March 31, 2000, the Company provided
         these services to patients primarily in the home through 304 centers
         in 38 states: Alabama, Arizona, Arkansas, Colorado, Connecticut,
         Delaware, Florida, Georgia, Illinois, Iowa, Kansas, Kentucky,
         Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota,
         Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New
         York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode
         Island, South Carolina, Tennessee, Texas, Virginia, Washington, West
         Virginia and Wisconsin. From its inception through 1997 the Company
         experienced substantial growth primarily as a result of its strategy
         of acquiring and operating home health care businesses. Beginning in
         1998, the Company's strategy shifted from acquiring new businesses to
         focus more on internal growth, the integration of its acquired
         operations and achieving operating efficiencies.

         2. MEDICARE OXYGEN REIMBURSEMENT REDUCTIONS

         The Medicare reimbursement rate for oxygen related services was
         reduced by 25% beginning January 1, 1998 as a result of the Balanced
         Budget Act of 1997 (the "Medicare Oxygen Reimbursement Reduction") and
         an additional reduction of 5% beginning January 1, 1999. The
         reimbursement rate for certain drugs and biologicals covered under
         Medicare was also reduced by 5% beginning January 1, 1998. In
         addition, Consumer Price Index increases in Medicare reimbursement
         rates for home medical equipment, including oxygen, will not resume
         until the year 2003. The Company is one of the nation's largest
         providers of home oxygen services to patients, many of whom are
         Medicare recipients, and is therefore significantly affected by this
         legislation. Medicare oxygen reimbursements account for approximately
         27% of the Company's revenues.

         3. BANK CREDIT FACILITY

         The Company is the borrower under a $307.5 million credit facility
         (the "Bank Credit Facility") between the Company and Bankers Trust
         Company, as agent for a syndicate of banks (the "Banks"). The Company
         was in default under several of the financial covenants in the Fourth
         Amended and Restated Credit Agreement, as amended, between the Company
         and Bankers Trust Company, as agent for the Banks (the Credit
         Agreement as amended from time to time is hereinafter referred to as
         the "Credit Agreement") as a result of the Company's financial results
         for fiscal year 1999 and the fourth quarter of 1999. The Credit
         Agreement was amended on April 6, 2000. The Company, on that date,
         entered into a Third Amendment and Limited Waiver to the


                                       7
<PAGE>   8


         Fourth Amended and Restated Credit Agreement (the "Third Amendment").
         The Third Amendment waived then existing events of default, required a
         $5.0 million principal repayment, modified financial covenants,
         limited availability under the Bank Credit Facility to the amounts
         outstanding under the Bank Credit Facility at the time of the Third
         Amendment and made a number of other changes to the Credit Agreement.
         The Company is required to employ a bank financial advisor to review
         and evaluate the Company's finances. Substantially all of the
         Company's assets have been pledged as security for borrowings under
         the Bank Credit Facility. Indebtedness under the Bank Credit Facility,
         as of May 10, 2000, totals $307.5 million.

         The modified financial covenants are structured such that the Company
         would remain in compliance with the covenants if the operating
         projections and related cash flow projections for 2000 are achieved;
         however, as the covenants become much more restrictive at January 31,
         2001, management's projections indicate it is likely that the Company
         will not be in compliance with respect to such covenants at January
         31, 2001.

         In addition, the amended Credit Agreement states that any development
         in the government investigation discussed in Note 7, which the lenders
         determine could reasonably be expected to have a material adverse
         effect on the Company, constitutes an event of default.

         In any event of noncompliance or default under the amended Credit
         Agreement, the lenders have the ability to demand payment of all
         outstanding amounts, and there is currently no commitment as to how
         any such demand would be satisfied by the Company.

         The Credit Agreement was previously amended on April 14, 1999. The
         Company, on that date, entered into a Second Amendment to the Fourth
         Amended and Restated Credit Agreement (the "Second Amendment"). The
         Second Amendment waived then existing events of default, modified
         financial covenants and made a number of other changes to the Credit
         Agreement.

         As part of the Second Amendment, the Company's credit availability was
         reduced from $360.0 million to $328.6 million, including a $75.0
         million term loan and $253.6 million revolving line of credit. As of
         December 31, 1999, the Company's credit availability was reduced to
         $318.4 million, including a $64.8 million term loan and a $253.6
         revolving line of credit. As of March 31, 2000, $307.5 million was
         outstanding under the Credit Facility, including $249.2 million under
         the revolving line of credit and $58.3 million under the term loan.

         As part of the Second Amendment, the Company agreed to issue on March
         31, 2001 (provided loans, letters of credit or commitments are still
         outstanding) warrants to the Banks representing 19.99% of the fully
         diluted common stock of the Company issued and outstanding as of March
         31, 2001. Fifty percent of these warrants would be exercisable at any
         time after issuance and the remaining fifty percent would be
         exercisable from and after September 30, 2001 (provided loans, letters
         of credit or commitments have not been terminated subsequent to March
         31, 2001 and prior to September 30, 2001). If exercised, the price of
         the warrants will be $0.01 per share.

         See "Management's Discussion and Analysis of Financial Condition and
         Results of Operations - Liquidity and Capital Resources."


                                       8
<PAGE>   9


         4. EARNINGS PER SHARE

         Under the standards established by Statement of Financial Accounting
         Standards No. 128, earnings per share is measured at two levels: basic
         earnings per share and diluted earnings per share. Basic earnings per
         share is computed by dividing net income by the weighted average
         number of common shares outstanding during the year. Diluted earnings
         per share is computed by dividing net income by the weighted average
         number of common shares after considering the additional dilution
         related to convertible preferred stock, convertible debt, options and
         warrants. In computing diluted earnings per share, the outstanding
         stock warrants and stock options are considered dilutive using the
         treasury stock method. The following information is necessary to
         calculate earnings per share for the periods presented:

<TABLE>
<CAPTION>
                                                                   (unaudited)
                                                           ----------------------------
                                                           Three Months Ended March 31,
                                                           ----------------------------
                                                             1999               2000
                                                             ----               ----

       <S>                                              <C>                <C>
       Net loss                                         $ (5,576,000)      $ (8,574,000)
                                                        ============       ============

       Weighted average common shares outstanding         15,205,000         15,480,000
       Effect of dilutive options and warrants                    --                 --
                                                        ============       ============
       Adjusted diluted commons shares outstanding        15,205,000         15,480,000
                                                        ============       ============
       Net loss per common share
           - Basic                                      $      (0.37)      $      (0.55)
                                                        ============       ============
           - Diluted                                    $      (0.37)      $      (0.55)
                                                        ============       ============
</TABLE>


         5. BASIS OF FINANCIAL STATEMENTS

         The interim condensed consolidated financial statements of the Company
         for the three months ended March 31, 2000 and 1999 herein have been
         prepared by the Company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations. In the opinion of management of the Company, the
         accompanying unaudited interim consolidated financial statements
         reflect all adjustments (consisting of only normally recurring
         accruals) necessary to present fairly the financial position at March
         31, 2000 and the results of operations and the cash flows for the
         three months ended March 31, 2000 and 1999.

         The results of operations for the three months ended March 31, 2000
         and 1999 are not necessarily indicative of the operating results for
         the entire respective years. These unaudited interim consolidated
         financial statements should be read in conjunction with the audited
         financial statements and notes thereto included in the Company's
         Annual Report on Form 10-K for the year ended December 31, 1999.

         Certain reclassifications have been made to the 1999 consolidated
         financial statements to conform to the 2000 presentation.


                                       9
<PAGE>   10


         6. IMPLEMENTATION OF FINANCIAL ACCOUNTING STANDARDS

         Statement of Financial Accounting Standards No. 133, "Accounting for
         Derivative Instruments and Hedging Activities" ("SFAS No. 133") has
         been issued effective for fiscal years beginning after June 15, 2000.
         SFAS No. 133 requires companies to record derivatives on the balance
         sheet as assets or liabilities, measured at fair value. The Company is
         required to adopt the provisions of SFAS No. 133 beginning in 2001;
         however, the Company does not expect the adoption to have a material
         effect on the Company's financial position or results of operations.

         7. GOVERNMENT REGULATION

         In recent years, various state and federal regulatory agencies have
         stepped up investigative and enforcement activities with respect to
         the health care industry, and many health care providers, including
         durable medical equipment suppliers, have received subpoenas and other
         requests for information in connection with such activities.

         On February 12, 1998, a subpoena from the Office of the Inspector
         General of the Department of Health and Human Services ("OIG") was
         served on the Company at its Pineville, Kentucky center in connection
         with an investigation relating to possible improper claims for payment
         from Medicare. Since that time the U.S. Department of Justice has
         examined issues involving Certificates of Medical Necessity and
         loaning of equipment by the Company nationwide. The Company has
         retained experienced health care counsel to represent it in this
         matter and is cooperating with the investigation. The Company's
         counsel has conducted meetings with governmental officials, and
         governmental officials have interviewed certain company officers and
         employees. The Company has also responded to government requests for
         information and documents. The Company has been engaged in discussions
         with the government concerning the investigation and settlement of
         these matters. To date, no settlement or resolution has been reached;
         however, management believes that the final outcome of the
         government's investigation will likely have a material adverse impact
         on the Company's operating results and financial condition and will
         also likely result in a default under the Bank Credit Facility. The
         potential timing and dollar amount of any settlement cannot be
         estimated, therefore no provision for the resolution of the
         investigation has been reflected in the Company's financial
         statements. The final outcome of the investigation could include,
         among other things, the repayment of reimbursements previously
         received by the Company related to improperly billed claims, the
         imposition of fines or penalties, or the suspension or exclusion of
         the Company from participation in the Medicare, Medicaid and other
         government reimbursement programs. Although this has not been
         confirmed, management believes that the investigation was initiated as
         a result of a qui tam complaint filed by a former employee of the
         Company under the False Claims Act.

         From time to time the Company also receives notices and subpoenas from
         various government agencies concerning plans to audit the Company, or
         requesting information regarding certain aspects of the Company's
         business. The Company cooperates with the various agencies in
         responding to such requests. The government has broad authority and
         discretion in enforcing applicable laws and regulations, and therefore
         the scope and outcome of any such investigations and inquiries cannot
         be predicted. The Company expects to incur additional legal expenses
         in the future in connection with all investigations.

         Health care law is an area of extensive and dynamic regulatory
         oversight. Changes in laws or regulations or new interpretations of
         existing laws or regulations can have a dramatic effect on permissible
         activities, the relative costs associated with doing business, and the
         amount and


                                      10
<PAGE>   11


         availability of reimbursement from government and other third-party
         payors. There can be no assurance that federal, state or local
         governments will not impose additional regulations upon the Company's
         activities. Such regulatory changes could adversely affect the
         Company's business, making the Company unable to comply with all
         regulations in the geographic areas in which it presently conducts, or
         wishes to commence business. See "Management's Discussion and Analysis
         of Financial Condition and Results of Operations - Government
         Regulation."


                                      11
<PAGE>   12


         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

         THIS QUARTERLY REPORT ON FORM 10-Q INCLUDES FORWARD-LOOKING STATEMENTS
         WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
         1995 INCLUDING, WITHOUT LIMITATION, STATEMENTS CONTAINING THE WORDS
         "BELIEVES," "ANTICIPATES," "INTENDS," "EXPECTS," "ESTIMATES,"
         "PROJECTS", "MAY," "WILL", "LIKELY" AND WORDS OF SIMILAR IMPORT. SUCH
         STATEMENTS INCLUDE STATEMENTS CONCERNING THE COMPANY'S YEAR 2000
         EFFORTS, BUSINESS STRATEGY, OPERATIONS, COST SAVINGS INITIATIVES,
         FUTURE COMPLIANCE WITH ACCOUNTING STANDARDS, INDUSTRY, ECONOMIC
         PERFORMANCE, FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES,
         EXISTING GOVERNMENT REGULATIONS AND CHANGES IN, OR THE FAILURE TO
         COMPLY WITH, GOVERNMENTAL REGULATIONS, PROJECTIONS, FUTURE COMPLIANCE
         WITH BANK CREDIT FACILITY COVENANTS, LEGISLATIVE PROPOSALS FOR
         HEALTHCARE REFORM, THE ABILITY TO ENTER INTO JOINT VENTURES, STRATEGIC
         ALLIANCES AND ARRANGEMENTS WITH MANAGED CARE PROVIDERS ON AN
         ACCEPTABLE BASIS, AND CHANGES IN REIMBURSEMENT POLICIES. SUCH
         STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. THE
         COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS
         DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS BECAUSE OF A NUMBER OF
         FACTORS, INCLUDING THOSE IDENTIFIED IN THE "RISK FACTORS" SECTION AND
         ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q. THE FORWARD-LOOKING
         STATEMENTS ARE MADE AS OF THE DATE OF THIS QUARTERLY REPORT ON FORM
         10-Q AND THE COMPANY DOES NOT UNDERTAKE TO UPDATE THE FORWARD-LOOKING
         STATEMENTS OR TO UPDATE THE REASONS THAT ACTUAL RESULTS COULD DIFFER
         FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.

         GENERAL

         The Company provides home health care services and products to
         patients through its 304 centers in 38 states. These services and
         products are primarily paid for by Medicare, Medicaid and other
         third-party payors.

         The Company has three principal services or product lines: home
         respiratory services, home infusion services and home medical
         equipment and supplies. Home respiratory services include oxygen
         systems, nebulizers, aerosol medications and home ventilators and are
         provided primarily to patients with severe and chronic pulmonary
         diseases. Home infusion services are used to administer nutrients,
         antibiotics and other medications to patients with medical conditions
         such as neurological impairments, infectious diseases or cancer. The
         Company also sells and rents a variety of home medical equipment and
         supplies, including wheelchairs, hospital beds and ambulatory aids.


                                      12
<PAGE>   13


         The following table sets forth the percentage of the Company's net
         revenues represented by each line of business for the periods
         presented:

<TABLE>
<CAPTION>
                                               Three Months Ended March 31,
                                               ----------------------------
                                                 1999              2000
                                                 ----              ----
<S>                                              <C>               <C>
Home respiratory therapy services                 53%               55%
Home infusion therapy services                    20                21
Home medical equipment and medical supplies       27                24
                                                 ---               ---
    Total                                        100%              100%
                                                 ===               ===
</TABLE>


         Prior to 1998, the Company had significantly expanded its operations
         through a combination of acquisitions of home health care companies,
         development of joint ventures and strategic alliances with health care
         delivery systems as well as internal growth. From 1996 through 1998,
         the Company acquired 72 home health care companies (40, 28 and 4
         companies in 1996, 1997, and 1998, respectively). In 1998, the Company
         purposefully slowed its acquisition activity compared to prior years
         to focus on existing operations. As amended, the Company's Bank Credit
         Facility now requires bank consent for acquisitions or investments in
         new joint ventures. The Company did not acquire any home health care
         businesses or develop any new joint ventures in 1999 and does not
         expect to do so in 2000.

         The Company dissolved two joint venture partnerships in the first
         quarter of 2000 and will operate these businesses as wholly-owned
         operations. The Company has also received formal notice from three of
         its other joint venture partners indicating a desire to dissolve their
         respective partnerships. After the dissolutions, the Company intends
         to operate these businesses as wholly-owned operations.

         GOVERNMENT REGULATION

         In recent years, various state and federal regulatory agencies have
         stepped up investigative and enforcement activities with respect to
         the health care industry, and many health care providers, including
         durable medical equipment suppliers, have received subpoenas and other
         requests for information in connection with such activities.

         On February 12, 1998, a subpoena from the Office of the Inspector
         General of the Department of Health and Human Services ("OIG") was
         served on the Company at its Pineville, Kentucky center in connection
         with an investigation relating to possible improper claims for payment
         from Medicare. Since that time the U.S. Department of Justice has
         examined issues involving Certificates of Medical Necessity and
         loaning of equipment by the Company nationwide. The Company has
         retained experienced health care counsel to represent it in this
         matter and is cooperating with the investigation. The Company's
         counsel has conducted meetings with governmental officials, and
         governmental officials have interviewed certain company officers and
         employees. The Company has also responded to government requests for
         information and documents. The Company has been engaged in discussions
         with the government concerning the investigation and settlement of
         these matters. To date, no settlement or resolution has been reached;
         however, management believes that the final outcome of the
         government's investigation will likely have a material adverse impact
         on the Company's operating results and financial condition and will
         also likely result in a default under the Bank Credit Facility. The
         potential timing and dollar amount of any settlement cannot be
         estimated, therefore no provision for the


                                      13
<PAGE>   14


         resolution of the investigation has been reflected in the Company's
         financial statements. The final outcome of the investigation could
         include, among other things, the repayment of reimbursements
         previously received by the Company related to improperly billed
         claims, the imposition of fines or penalties, or the suspension or
         exclusion of the Company from participation in the Medicare, Medicaid
         and other government reimbursement programs. Although this has not
         been confirmed, management believes that the investigation was
         initiated as a result of a qui tam complaint filed by a former
         employee of the Company under the False Claims Act.

         From time to time the Company also receives notices and subpoenas from
         various government agencies concerning plans to audit the Company, or
         requesting information regarding certain aspects of the Company's
         business. The Company cooperates with the various agencies in
         responding to such requests. The government has broad authority and
         discretion in enforcing applicable laws and regulations, and therefore
         the scope and outcome of any such investigations and inquiries cannot
         be predicted. The Company expects to incur additional legal expenses
         in the future in connection with all investigations.

         Health care law is an area of extensive and dynamic regulatory
         oversight. Changes in laws or regulations or new interpretations of
         existing laws or regulations can have a dramatic effect on permissible
         activities, the relative costs associated with doing business, and the
         amount and availability of reimbursement from government and other
         third-party payors. There can be no assurance that federal, state or
         local governments will not impose additional regulations upon the
         Company's activities. Such regulatory changes could adversely affect
         the Company's business, making the Company unable to comply with all
         regulations in the geographic areas in which it presently conducts, or
         wishes to commence business. See "Management's Discussion and Analysis
         of Financial Condition and Results of Operations - Risk Factors -
         Government Regulation."

         MEDICARE REIMBURSEMENT FOR OXYGEN THERAPY SERVICES

         The Medicare reimbursement rate for oxygen related services was
         reduced by 25% beginning January 1, 1998 as a result of the Balanced
         Budget Act of 1997 (the "Medicare Oxygen Reimbursement Reduction") and
         an additional reduction of 5% beginning January 1, 1999. The
         reimbursement rate for certain drugs and biologicals covered under
         Medicare was also reduced by 5% beginning January 1, 1998. In
         addition, Consumer Price Index increases in Medicare reimbursement
         rates for home medical equipment, including oxygen, will not resume
         until the year 2003. The Company is one of the nation's largest
         providers of home oxygen services to patients, many of whom are
         Medicare recipients, and is therefore significantly affected by this
         legislation. Medicare oxygen reimbursements account for approximately
         27 percent of the Company's revenues.

         RESULTS OF OPERATIONS

         The Company reports its net revenues as follows: (i) sales and related
         services; (ii) rentals and other income; and (iii) earnings from
         hospital joint ventures. Sales and related services revenues are
         derived from the provision of infusion therapies, the sale of home
         medical equipment and supplies, the sale of aerosol and respiratory
         therapy equipment and supplies and services related to the delivery of
         these products. Rentals and other revenues are derived from the rental
         of home health care equipment, enteral pumps and equipment related to
         the provision of respiratory therapies. The majority of the Company's
         hospital joint ventures are not consolidated for financial statement
         reporting purposes. Earnings from hospital joint ventures represent
         the


                                      14
<PAGE>   15


         Company's equity in earnings from unconsolidated hospital joint
         ventures and management and administrative fees from unconsolidated
         hospital joint ventures. Cost of sales and related services includes
         the cost of equipment, drugs and related supplies sold to patients.
         Operating expenses include center labor costs, delivery expenses,
         selling costs, occupancy costs, costs related to rentals other than
         depreciation, billing center costs, provision for doubtful accounts,
         area management and other operating costs. General and administrative
         expenses include corporate and senior management expenses.

         The following table and discussion sets forth items from the
         statements of operations as a percentage of net revenues:

                           PERCENTAGE OF NET REVENUES

<TABLE>
<CAPTION>

                                                       Three Months Ended March 31,
                                                       ----------------------------
                                                            1999         2000
                                                            ----         ----

       <S>                                                 <C>          <C>
       Net Revenues                                        100.0%       100.0%

       Costs and expenses:
           Cost of sales and related services               24.9         24.9
           Operating expenses                               58.1         60.8
           General and administrative                        4.3          3.8
           Depreciation and amortization                    10.8         11.6
           Interest                                          7.9          8.5
                                                           -----        -----
                Total costs and expenses                   105.9%       109.6
                                                           -----        -----

           Loss from operations before income taxes         (5.9)%       (9.6)%
                                                           =====        =====
</TABLE>

         The Company's operating results for the prior two years and continuing
         into the first quarter of 2000 are significantly lower than historical
         trends and have been significantly impacted by the following factors.
         First, the Company has been greatly impacted by the 30% reduction in
         Medicare oxygen reimbursement rates (25% reduction effective January
         1, 1998 with an additional 5% reduction effective January 1, 1999).
         The Company estimates that net revenue and pre-tax income has been
         reduced by approximately $7.1 million in the three months of 2000 as a
         result of the 25% and the additional 5% reductions. Second, beginning
         in the latter half of 1998, the Company experienced a decline in
         revenues attributable to the exit and de-emphasis of certain lower
         margin business lines and by the termination of several managed care
         contracts (with continued effect into 1999 and 2000). Third, the
         Company has halted the acquisition of home health care businesses and
         its joint venture development program. Fourth, accounts receivable has
         been adversely affected by a tougher payor environment and by process
         problems at the operating and billing center levels (caused by the
         consolidation of billing centers and employee turnover) which has
         resulted in higher bad debt expense. Further, the Company's
         implementation of process improvements in the billing and collection
         functions has been slower than anticipated.

         In order to drive internal revenue growth during the latter half of
         1998, the Company embarked on a strategy to increase market share by
         focusing primarily on increasing respiratory revenues in existing
         centers. Concurrently, the Company determined that certain "non-core",
         lower margin products and services should be eliminated during the
         year. To accelerate the development of the Company's respiratory
         selling efforts, it increased its sales force by 67 account
         executives, on a net basis, by year-end. It also exited certain
         contracts and businesses perceived to be lower


                                      15
<PAGE>   16


         margin during the third and fourth quarters of 1998. The result was a
         substantial decrease in revenues beginning during the latter half of
         1998.

         A new management team joined the Company in the fourth quarter of
         1998, consisting of a new president and chief executive officer, a new
         chief operating officer and a new chief financial officer. Recognizing
         the negative impacts of the Company's business strategy, the new
         management ceased the exiting of business lines and contracts by
         mid-December of 1998. A new strategy was developed to restore the
         Company's revenues and decrease expenses. Key points of this strategy
         are:

         1.       Stabilize and increase profitable revenues - respiratory
                  therapies will remain a primary focus of the Company.
                  However, the Company broadened its offering and sales focus
                  in 1999 to include other profitable business units such as
                  enteral nutrition, HME rental, and select infusion therapy
                  services. The Company has also re-directed its efforts to
                  increase revenues for certain managed care contracts - both
                  new and existing. The Company is actively pursuing, and has
                  entered into, new managed care contracts that it considers an
                  opportunity for profitable revenue.

         2.       Decrease and control operating expenses - the Company took
                  aggressive steps in 1999 to decrease operating and general
                  and administrative expenses. The Company continually monitors
                  its field and overhead expenses.

         3.       Decrease DSO and bad debt - the Company has four key
                  initiatives in place to improve accounts receivable
                  performance: (i) proper staffing and training; (ii) process
                  redesign and standardization; (iii) consolidation of billing
                  center activities; and (iv) billing center specific goals
                  geared toward improved cash collections and reduced accounts
                  receivable.

         Concurrent with these activities, an enhanced program to ensure
         compliance with all government requirements has been rolled out and is
         being followed throughout the Company. This program seeks to ensure
         that American HomePatient acts at all times in a diligent and ethical
         fashion.

         THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED
         MARCH 31, 1999

         NET REVENUES. Net revenues decreased from $91.2 million for the
         quarter ended March 31, 1999 to $87.9 million for the same period in
         2000, a decrease of $3.3 million, or 3.6%. This decrease is primarily
         attributable to lower sales of non-core low margin products and the
         exiting of lower margin contracts due to the continuing impact of the
         late 1998 decision to scale back or eliminate marginal products and
         services at numerous locations. Following is a discussion of the
         components of net revenues:

                  Sales and Related Services Revenues. Sales and related
                  services revenues decreased from $42.9 million for the
                  quarter ended March 31, 1999 to $42.5 million for the same
                  period in 2000, a decrease of $0.4 million. This decrease is
                  primarily attributable to lower sales of non-core low margin
                  products and the exiting of lower margin contracts.

                  Rentals and Other Revenues. Rentals and other revenues
                  decreased from $47.8 million for the quarter ended March 31,
                  1999 to $44.2 million for the same period in 2000, a decrease
                  of $3.6 million, or 7.5%. This decrease is primarily
                  attributable to the exiting of lower margin contracts, many
                  of which did not terminate until the end of the first quarter
                  of 1999 or later.


                                      16
<PAGE>   17


                  Earnings from Hospital Joint Ventures. Earnings from hospital
                  joint ventures increased from $0.6 million for the quarter
                  ended March 31, 1999 to $1.2 million for the same period in
                  2000, an increase of $0.6 million, or 100%, which is
                  primarily attributable to revenue growth and decreased bad
                  debt expense at certain joint venture locations.

         COST OF SALES AND RELATED SERVICES. Cost of sales and related services
         decreased from $22.7 million for the quarter ended March 31, 1999 to
         $21.8 million for the same period in 2000, a decrease of $0.9 million,
         or 4%. As a percentage of sales and related services revenues, cost of
         sales and related services decreased from 53% to 51%. This decrease is
         primarily attributable to a higher level of unfavorable
         book-to-physical inventory adjustments recorded in the quarter ended
         March 31, 1999 compared to the same period in 2000 and the Company
         booking a 1999 provision for inventory related to exiting certain
         contracts and the de-emphasis of soft goods.

         OPERATING EXPENSES. Operating expenses increased from $53.0 million
         for the quarter ended March 31, 1999 to $53.5 million for the same
         period in 2000, an increase of $0.5 million. This increase is
         primarily attributable to higher bad debt expense offset somewhat by
         lower salary expense. Bad debt expense was 4.8% of net revenue for the
         quarter ended March 31, 1999 compared to 7.8% of net revenue for the
         same period in 2000. The higher bad debt expense in the first quarter
         of 2000 was in large part due to process problems at four of the
         Company's billing centers. The Company's increased bad debt expense
         reflects continued changes in the receivables portfolio due to the
         extended time required to obtain necessary billing documentation, the
         ongoing efforts to implement a standardized model for reimbursement
         and the consolidation of billing activities. The Company continues to
         evaluate the impact of additional compliance efforts, the current
         payor environment and other factors to determine the level of bad debt
         expense which should be recorded.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
         expenses decreased from $3.9 million for the quarter ended March 31,
         1999 to $3.4 million for the same period in 2000, a decrease of $0.5
         million, or 13%. This decrease is attributable to lower salary expense
         as a result of the 41 positions eliminated at the Corporate Support
         Center over 1999 and reduced consulting expenses.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
         increased from $9.8 million for the quarter ended March 31, 1999 to
         $10.2 million for the same period in 2000, an increase of $0.4
         million, or 4%. This increase is primarily attributable to a lower
         level of unfavorable book-to-physical adjustments of rental equipment
         in the quarter ended March 31, 1999 compared to the same period in
         2000.

         INTEREST. Interest expense increased from $7.2 million for the quarter
         ended March 31, 1999, to $7.5 million for the same period in 2000, an
         increase of $0.3 million, or 4%, which is attributable to higher
         interest rates on borrowings.

         LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2000 the Company's working capital was $55.1 million and
         the current ratio was 2.1x as compared to working capital of $60.5
         million and a current ratio of 2.0x at December 31, 1999.

         The Company is the borrower under a $307.5 million credit facility
         (the "Bank Credit Facility") between the Company and Bankers Trust
         Company, as agent for a syndicate of banks


                                      17
<PAGE>   18


         (the"Banks"). The Company was in default under several of the
         financial covenants in the Fourth Amended and Restated Credit
         Agreement, as amended, between the Company and Bankers Trust Company,
         as agent for the Banks (the Credit Agreement as amended from time to
         time is hereinafter referred to as the "Credit Agreement") as a result
         of the Company's financial results for fiscal year 1999 and the fourth
         quarter of 1999.

         On April 6, 2000, management and the lenders agreed to amend the
         Credit Agreement with terms which waived then existing 1999 events of
         default, required a $5.0 million principal repayment upon the
         effectiveness of the amendment, modified existing financial covenants,
         and limited the borrowing availability under the Credit Agreement to
         the amounts outstanding at the time of the amendment. Management's
         cash flow projections and related operating plans indicate the Company
         can remain in compliance with the new financial covenants and meet its
         expected obligations throughout 2000. However, as with all
         projections, there is uncertainty as to whether management's
         projections can be achieved.

         The modified financial covenants are structured such that the Company
         would remain in compliance with the covenants during 2000 if the
         operating projections and related cash flow projections are achieved;
         however, as the covenants become much more restrictive at January 31,
         2001, management's projections indicate it is likely that the Company
         will not be in compliance with respect to such covenants at January
         31, 2001.

         In addition, the amended Credit Agreement states that any development
         in the government investigation discussed in Note 7, which the lenders
         determine could reasonably be expected to have a material adverse
         effect on the Company, constitutes an event of default.

         In any event of noncompliance or default under the amended Credit
         Agreement, the lenders have the ability to demand payment of all
         outstanding amounts, and there is currently no commitment as to how
         any such demand would be satisfied by the Company.

         There can be no assurance that future cash flow from operations will
         be sufficient to cover debt obligations. Such indebtedness, as of May
         10, 2000, totals $307.5 million.

         The Credit Agreement was previously amended on April 14, 1999. The
         Company, on that date, entered into a Second Amendment to the Fourth
         Amended and Restated Credit Agreement (the "Second Amendment"). The
         Second Amendment waived then existing events of default, modified
         financial covenants and made a number of other changes to the Credit
         Agreement.

         As part of the Second Amendment, the Company's credit availability was
         reduced from $360 million to $328.6 million, including a $75 million
         term loan and $253.6 million revolving line of credit. As of December
         31, 1999, the Company's credit availability was reduced to $318.4
         million, including a $64.8 million term loan and a $253.6 revolving
         line of credit. As of March 31, 2000, $307.5 million was outstanding
         under the Credit Facility, including $249.2 million under the
         revolving line of credit and $58.3 million under the term loan.

         As part of the Second Amendment, the Company agreed to issue on March
         31, 2001 (provided loans, letters of credit or commitments are still
         outstanding) warrants to the Banks representing 19.99% of the fully
         diluted common stock of the Company issued and outstanding as of March
         31, 2001. Fifty percent of these warrants would be exercisable at any
         time after issuance and the remaining fifty percent would be
         exercisable from and after September 30, 2001 (provided


                                      18
<PAGE>   19


         loans, letters of credit or commitments have not been terminated
         subsequent to March 31, 2001 and prior to September 30, 2001). If
         exercised, the price of the warrants will be $0.01 per share.

         Interest is currently payable on borrowings under the Bank Credit
         Facility at the election of the Company at either a Base Lending Rate
         or an Adjusted Eurodollar Rate (each as defined in the Credit
         Agreement) plus an applicable margin. The margin associated with the
         Adjusted Eurodollar Rate is fixed as 3.25%. The margin associated with
         the Base Lending Rate is fixed at 2.50%. The applicable margins
         increase on September 30, 2000 to 3.50% as to the Adjusted Eurodollar
         Rate and to 2.75% as to the Base Lending Rate. In addition, from and
         after September 30, 2000, additional interest of 4.50% will accrue on
         that portion of the Bank Credit Facility that is in excess of four
         times Adjusted EBITDA. As of March 31, 2000 the weighted average
         borrowing rate was 9.43%. A commitment fee of up to .50% per annum is
         payable by the Company on the undrawn balance.

         The Credit Agreement, as amended, contains various financial
         covenants, the most restrictive of which relate to measurements of
         EBITDA, shareholder's equity, leverage, debt-to-equity ratios,
         interest coverage ratios, and collections of accounts receivable. The
         Credit Agreement, as amended, also contains provisions for periodic
         reporting and the recapture of excess cash flow.

         The Bank Credit Facility also contains covenants which, among other
         things, impose certain limitations or prohibitions on the Company with
         respect to the incurrence of indebtedness, the creation of liens, the
         payment of dividends, the redemption or repurchase of securities,
         investments, acquisitions, capital expenditures, sales of assets and
         transactions with affiliates. The Company is no longer permitted to
         make acquisitions or investments in joint ventures without the consent
         of Banks holding a majority of the lending commitments under the Bank
         Credit Facility.

         In addition to maintaining compliance with its debt covenants, the
         Company's future liquidity will continue to be dependent upon the
         relative amounts of current assets (principally cash, accounts
         receivable and inventories) and current liabilities (principally
         accounts payable and accrued expenses). In that regard, accounts
         receivable can have a significant impact on the Company's liquidity.
         The Company has various types of accounts receivable, such as
         receivables from patients, contracts, and former owners of
         acquisitions. The majority of the Company's accounts receivables are
         patient receivables. Accounts receivable are generally outstanding for
         longer periods of time in the health care industry than many other
         industries because of requirements to provide third-party payors with
         additional information subsequent to billing and the time required by
         such payors to process claims. Certain accounts receivable frequently
         are outstanding for more than 90 days, particularly where the account
         receivable relates to services for a patient receiving a new medical
         therapy or covered by private insurance or Medicaid. Net patient
         accounts receivable were $75.2 million and $77.3 million at December
         31, 1999 and March 31, 2000, respectively. Average days' sales in
         accounts receivable was approximately 81 and 86 days' at December 31,
         1999, and March 31, 2000, respectively. The increase in DSO and net
         patient receivables in 2000 is due to the extended time required to
         obtain necessary billing documentation, the ongoing efforts to
         implement a standardized model for reimbursement and the consolidation
         of billing activities.

         Net cash provided from (used in) operating activities was $8.2 million
         and ($3.5) million for the three months ended March 31, 1999 and 2000,
         respectively. These amounts primarily represent net loss plus
         depreciation and amortization and provisions for doubtful accounts and
         changes in


                                      19
<PAGE>   20


         the various components of working capital. Net cash used in investing
         activities was $2.8 million and $4.3 million for the three months
         ended March 31, 1999 and 2000, respectively. Capital expenditures
         increased from $3.8 million for the three months ended March 31, 1999
         to $4.7 million for the same period in 2000, an increase of $0.9
         million. Net cash provided from (used in) financing activities was
         $3.5 million and ($7.6) million for the three months ended March 31,
         1999 and 2000, respectively. The cash provided from (used in)
         financing activities for the three months ended March 31, 1999 and
         2000 primarily relates to proceeds from the Bank Credit Facility net
         of principal payments and deferred financing costs.

         The Company's principal capital requirements are for working capital,
         capital expenditures and debt maturities. The Company has financed and
         intends to continue to finance these requirements with existing cash
         balances, net cash provided by operations and other available capital
         expenditure financing vehicles. Management believes that these sources
         will support the Company's current level of operations as long as the
         Company maintains compliance with its debt covenants and there is no
         adverse settlement related to the government's investigation of the
         Company's billing practices. However, based on the Company's current
         projections, these activities are expected to reduce the Company's
         available cash during 2000.

         RISK FACTORS

         This section summarizes certain risks, among others, that should be
         considered by stockholders and prospective investors in the Company.

                  Substantial Leverage. The Company maintains a significant
         amount of long-term debt pursuant to the Bank Credit Facility. As of
         May 10, 2000, the Company's consolidated indebtedness under the Bank
         Credit Facility was $307.5 million.

         Interest is currently payable on borrowings under the Bank Credit
         Facility at the election of the Company at either a Base Lending Rate
         or an Adjusted Eurodollar Rate (each as defined in the Credit
         Agreement) plus an applicable margin. The margin associated with the
         Adjusted Eurodollar Rate is fixed at 3.25%. The margin associated with
         the Base Lending Rate is fixed at 2.50%. The applicable margins
         increase on September 30, 2000 to 3.50% as to the Adjusted Eurodollar
         Rate and to 2.75% as to the Base Lending Rate. In addition, from and
         after September 30, 2000, additional interest of 4.50% will accrue on
         that portion of the Bank Credit Facility that is in excess of four
         times Adjusted EBITDA.

         The increase in interest expense and the freezing of the Bank's
         lending commitments could have a material adverse effect on the
         Company's liquidity, business, financial condition and results of
         operations. The degree to which the Company is leveraged may impair
         the Company's ability to finance, through its own cash flow or from
         additional financing, its future operations or pursue its business
         strategy and could make the Company more vulnerable to economic
         downturns, competitive and payor pricing pressures and adverse changes
         in government regulation. There can be no assurance that future cash
         flow from operations will be sufficient to cover debt obligations.
         Additional sources of funds may be required and there can be no
         assurance the Company will be able to obtain additional funds on
         acceptable terms, if at all. See "Management's Discussion and Analysis
         of Financial Condition and Results of Operations - Liquidity and
         Capital Resources."


                                      20
<PAGE>   21


                  Government Regulation. The Company is subject to extensive
         and frequently changing federal, state and local regulation. In
         addition, new laws and regulations are adopted periodically to
         regulate new and existing products and services in the health care
         industry. Changes in laws or regulations or new interpretations of
         existing laws or regulations can have a dramatic effect on operating
         methods, costs and reimbursement amounts provided by government and
         other third-party payors. Federal laws governing the Company's
         activities include regulation of the repackaging and dispensing of
         drugs, Medicare reimbursement and certification and certain financial
         relationships with health care providers. Final Stark law regulations
         governing referrals and financial arrangements with physicians are
         currently scheduled for publication in mid-year 2000. Although the
         Company intends to comply with all applicable fraud and abuse laws,
         these laws are not always clear and may be subject to a range of
         potential interpretations. There can be no assurance that
         administrative or judicial clarification or interpretation of existing
         laws or regulations, or legislative enactments of new laws or
         regulations, will not have a material adverse effect on the Company's
         business.

         The Company is subject to state laws governing Medicaid, professional
         training, certificates of need, licensure, financial relationships
         with physicians and the dispensing and storage of pharmaceuticals. The
         facilities operated by the Company must comply with all applicable
         laws, regulations and licensing standards and many of the Company's
         employees must maintain licenses to provide some of the services
         offered by the Company. In addition, the Balanced Budget Act of 1997
         introduced several government initiatives which are either in the
         planning or implementation stages and which, when fully implemented,
         could have a material adverse impact on reimbursement for products and
         services provided by the Company. These initiatives include: (i)
         Prospective Payment System ("PPS") and Consolidated Billing
         requirements for skilled nursing facilities and PPS for home health
         agencies, which do not affect the Company directly but could affect
         the Company's contractual relationships with such entities. The
         Consolidated Billing requirement was subsequently reversed by the
         Omnibus Budget bill, signed into law by President Clinton on November
         23, 1999; (ii) a pilot project in Polk County, Florida which began on
         October 1, 1999 in which the Company is participating, to determine
         the efficacy of competitive bidding for certain durable medical
         equipment ("DME"), under which pilot project Medicare reimbursement
         for certain items is reduced between 18% and 31% from the current fee
         schedule; and (iii) deadlines (as yet determined) for obtaining
         Medicare and Medicaid surety bonds for home health agencies and DME
         suppliers. There can be no assurance that federal, state or local
         governments will not change existing standards or impose additional
         standards. Any failure to comply with existing or future standards
         could have a material adverse effect on the Company's results of
         operations, financial condition or prospects. See "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations - Government Regulation."

                  Government Investigation. In addition to the regulatory
         initiatives mentioned above, the OIG has received funding to expand
         and intensify its auditing of the health care industry in an effort
         better to detect and remedy fraud and abuse and irregularities in
         Medicare and Medicaid billing. The Company is currently under
         investigation by the OIG relating to possible improper claims for
         payment from Medicare. The final outcome of the current OIG
         investigation, as well as any other investigations, could have a
         material adverse impact on the Company's results of operations,
         financial condition or prospects and could include, among other
         things, the repayment of reimbursements previously received by the
         Company related to improperly billed claims, the imposition of fines
         or penalties, or the suspension or exclusion of the Company from
         participation in the Medicare, Medicaid and other government


                                      21
<PAGE>   22


         reimbursement programs. See "Management's Discussion and Analysis of
         Financial Condition and Results of Operations - Government Regulation."

                  Collectibility of Accounts Receivable. The Company has
         substantial accounts receivable, as well as days sales outstanding in
         excess of 80 days. The Company has implemented three key initiatives
         to improve accounts receivable performance: (i) proper staffing and
         training; (ii) process redesign and standardization; and (iii) billing
         center specific goals geared toward improved cash collections and
         reduced accounts receivable. No assurances can be given, however, that
         future bad debt expense will not increase above current operating
         levels as a result of continuing difficulties associated with the
         Company's billing activities and meeting payor documentation
         requirements and claim submission deadlines.

                  Liquidity. Effective at the close of business on September 1,
         1999, Nasdaq de-listed the Company's common stock and it is no longer
         listed for trading on the Nasdaq National Market. As a result,
         beginning September 2, 1999, trading of the Company's common stock is
         conducted on the over-the-counter market ("OTC") or, on application by
         broker-dealers, in the NASD's Electronic Bulletin Board using the
         Company's current trading symbol, AHOM. As a result of the de-listing,
         the liquidity of the Company's common stock and its price have been
         adversely affected which may limit the Company's ability to raise
         additional capital. Furthermore, Counsel Corporation ("Counsel") has
         distributed its holdings of the Company's common stock to its
         shareholders, which resulted in additional shares becoming available
         in the public market and may have an adverse impact on the price of
         the Company's common stock.

                  Infrastructure. As the Company continues to refine its
         business model, it may need to implement enhanced operational and
         financial systems and may require additional employees and management,
         operational and financial resources. There can be no assurance that
         the Company will successfully (i) implement and maintain any such
         operational and financial systems, or (ii) apply the human,
         operational and financial resources needed to manage a developing and
         expanding business. Failure to implement such systems successfully and
         use such resources effectively could have a material adverse effect on
         the Company's results of operations, financial condition or prospects.

                  Medicare Reimbursement for Oxygen Therapy and Other Services.
         Oxygen therapy reimbursements from Medicare account for approximately
         27% of the Company's revenues. The Balanced Budget Act of 1997, as
         amended, reduced Medicare reimbursement rates for oxygen and certain
         oxygen equipment to 75% of 1997 levels beginning January 1, 1998 and
         to 70% of 1997 levels beginning January 1, 1999. Reimbursement for
         drugs and biologicals was reduced by 5% beginning January 1, 1998.
         Effective January 1, 1998, payments for parenteral and enteral
         nutrition ("PEN") were frozen at 1995 levels, through the year 2002.
         Effective October 1, 1999, Medicare established new guidelines for
         respiratory assist devices ("RAD"), which include continuous positive
         airway pressure devices, bi-level respiratory devices (without backup)
         and bi-level respiratory devices with back up. The changes require
         additional documentation in order to continue coverage on existing
         patients as well as new coverage and qualifying criteria for new
         patients. In addition, the bi-level respiratory device (without
         backup) was transferred from a frequently serviced item to "capped
         rental". Currently, respiratory assist devices account for
         approximately $8 million in annualized revenues. The above changes
         will likely slow cash collections as well as negatively impact
         revenues. At this time, the Company is unable to estimate the impact
         on cash collections and revenues. Medicare also has the option of
         developing fee schedules for PEN and home dialysis supplies and
         equipment, although currently there is no timetable for the
         development or implementation of


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<PAGE>   23


         such fee schedules. In addition, Consumer Price Index ("CPI")
         increases in Medicare reimbursement rates for home medical equipment
         (including oxygen, home respiratory therapy and home infusion therapy)
         will not resume until the year 2003, and CPI updates for prosthetics
         and orthotics are limited to 1% per year. Following promulgation of a
         final rule, HCFA will also have "inherent reasonableness" authority to
         modify payment rates for all Medicare Part B items and services by as
         much as 15% without industry consultation, publication or public
         comment if the rates are "grossly excessive" or "grossly deficient."
         The Company cannot be certain that additional reimbursement reductions
         for oxygen therapy services or other services and products provided by
         the Company will not occur. Reimbursement reductions already
         implemented have materially adversely affected the Company's net
         revenues and net income, and any such future reductions could have a
         similar material adverse effect.

                  Dependence on Reimbursement by Third-Party Payors. For the
         three months ended March 31, 2000, the percentage of the Company's net
         revenues derived from Medicare, Medicaid and private pay was 47%, 10%
         and 43%, respectively. The net revenues and profitability of the
         Company are affected by the continuing efforts of all payors to
         contain or reduce the costs of health care by lowering reimbursement
         rates, narrowing the scope of covered services, increasing case
         management review of services and negotiating reduced contract
         pricing. Any changes in reimbursement levels under Medicare, Medicaid
         or private pay programs and any changes in applicable government
         regulations could have a material adverse effect on the Company's net
         revenues and net income. Changes in the mix of the Company's patients
         among Medicare, Medicaid and private pay categories and among
         different types of private pay sources may also affect the Company's
         net revenues and profitability. There can be no assurance that the
         Company will continue to maintain its current payor or revenue mix.

                  Role of Managed Care. As managed care assumes an increasingly
         significant role in markets in which the Company operates, the
         Company's success will, in part, depend on retaining and obtaining
         profitable managed care contracts. There can be no assurance that the
         Company will retain or obtain such managed care contracts. In
         addition, reimbursement rates under managed care contracts are likely
         to continue to experience downward pressure as a result of payors'
         efforts to contain or reduce the costs of health care by increasing
         case management review of services and negotiating reduced contract
         pricing. Therefore, even if the Company is successful in retaining and
         obtaining managed care contracts, unless the Company also decreases
         its cost for providing services and increases higher margin services,
         it will experience declining profit margins.

                  Impact of Health Care Reform. The health care industry
         continues to undergo dramatic changes. There can be no assurance that
         federal health care legislation will not be adopted in the future.
         Some states are adopting health care programs and initiatives as a
         replacement for Medicaid. It is also possible that proposed federal
         legislation will include language which provides incentives to further
         encourage Medicare recipients to shift to Medicare at-risk managed
         care programs. There can be no assurance that the adoption of such
         legislation or other changes in the administration or interpretation
         of governmental health care programs or initiatives will not have a
         material adverse effect on the Company.

                  Acquisitions. In the past, the Company's strategic focus was
         on the acquisition of small to medium sized home health care suppliers
         in targeted markets. Although the Company attempted in its
         acquisitions to determine the nature and extent of any pre-existing
         liabilities, and generally has the right to seek indemnification from
         the previous owners for acts or


                                      23
<PAGE>   24


         omissions arising prior to the date of the acquisition, resolving
         issues of liability between the parties could involve a significant
         amount of time, manpower and expense on the part of the Company. If
         the Company or its subsidiary were to be unsuccessful in a claim for
         indemnity from a seller, the liability imposed on the Company or its
         subsidiary could have a material adverse effect on the Company's
         financial results and operations.

                  No Assurance of Growth. The Company reported a net loss of
         $8.6 million for the three months ended March 31, 2000. No assurance
         can be given that the Company will achieve profitable operations in
         the near term. The Company intends to expand its business primarily
         through internal growth of existing operations. There can be no
         assurance that the Company can increase growth in net revenues. The
         price of the Company's common stock may fluctuate substantially in
         response to quarterly variations in the Company's operating and
         financial results, announcements by the Company or other developments
         affecting the Company, as well as general economic and other external
         factors.

                  Influence of Executive Officers, Directors and Principal
         Stockholder. On March 31, 2000, the Company's executive officers,
         directors and principal stockholder, Counsel, in the aggregate,
         beneficially owned approximately 33% of the outstanding shares of the
         common stock of the Company. Counsel, however, has distributed its
         holdings of the Company's common stock to its shareholders. If, as a
         result of such equity ownership and their positions in the Company,
         the executive officers, directors and principal stockholder were to
         vote all or substantially all of their shares in the same manner, they
         could significantly influence the management and policies of the
         Company, including the election of the Company's directors and the
         outcome of matters submitted to Company stockholders for approval. The
         Company is highly dependent upon its senior management, and
         competition for qualified management personnel is intense. Recent
         organizational restructurings and the ongoing OIG investigation, among
         other factors, may limit the Company's ability to attract and retain
         qualified personnel, which in turn could adversely affect
         profitability.

                  Competition. The home health care market is highly fragmented
         and competition varies significantly from market to market. In the
         small and mid-size markets in which the Company primarily operates,
         the majority of its competition comes from local independent operators
         or hospital-based facilities, whose primary competitive advantage is
         market familiarity. In the larger markets, regional and national
         providers account for a significant portion of competition. Some of
         the Company's present and potential competitors are significantly
         larger than the Company and have, or may obtain, greater financial and
         marketing resources than the Company. In addition, there are
         relatively few barriers to entry in the local markets served by the
         Company, and it encounters substantial competition from new market
         entrants.

                  Liability and Adequacy of Insurance. The provision of health
         care services entails an inherent risk of liability. Certain
         participants in the home health care industry may be subject to
         lawsuits which may involve large claims and significant defense costs.
         It is expected that the Company periodically will be subject to such
         suits as a result of the nature of its business. The Company currently
         maintains product and professional liability insurance intended to
         cover such claims in amounts which management believes are in keeping
         with industry standards. There can be no assurance that the Company
         will be able to obtain liability insurance coverage in the future on
         acceptable terms, if at all. There can be no assurance that claims in
         excess of the Company's insurance coverage or claims not covered by
         the Company's insurance coverage will not arise. A successful claim
         against the Company in excess of the Company's insurance


                                      24
<PAGE>   25


         coverage could have a material adverse effect upon the results of
         operations, financial condition or prospects of the Company. Claims
         against the Company, regardless of their merit or eventual outcome,
         may also have a material adverse effect upon the Company's ability to
         attract patients or to expand its business.


         ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The chief market risk factor affecting the financial condition and
         operating results of the Company is interest rate risk. The Company's
         Bank Credit Facility provides for a floating interest rate. As of
         March 31, 2000, the Company had outstanding borrowings of
         approximately $304.7 million. In the event that interest rates
         associated with this facility were to increase by 10%, the impact on
         future cash flows would be approximately $1.9 million. Interest
         expense associated with other debts would not materially impact the
         Company as most interest rates are fixed.


                                      25
<PAGE>   26


                           PART II. OTHER INFORMATION


        ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

        (A)  Exhibits. The exhibits filed as part of this Report are listed on
             the Index to Exhibits immediately following the signature page.


                                      26
<PAGE>   27


                                   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 thereunto duly authorized.



                           AMERICAN HOMEPATIENT, INC.

        May 15, 2000       By:   /s/Marilyn A. O'Hara
                               ----------------------------------------------
                               Marilyn A. O'Hara
                               Chief Financial Officer and An Officer Duly
                               Authorized to Sign on Behalf of the registrant


                                      27
<PAGE>   28


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                     DESCRIPTION OF EXHIBITS
------                     -----------------------

<S>                        <C>
27                         Financial Data Schedule (for SEC use only)
</TABLE>


                                      28