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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the Quarterly Period Ended: September 30, 2005
 OR
 o
    
    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)
 Delaware
    
    0-19532
    
    62-1474680(State or other jurisdiction of
incorporation or organization)
    
    (Commission
File Number)
    
    (IRS Employer Identification No.)
 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 þ No o
 Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o No þ
 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes o No o
 17,388,389  (Outstanding shares of the issuers common stock as of October 26, 2005)




---



AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 INDEX
 Page No.PART I Financial InformationItem 1. Financial Statements (Unaudited)Interim Condensed Consolidated Balance Sheets
    
    
    3Interim Condensed Consolidated Statements of Income  Three and
Nine months ended September 30, 2005 and 2004
    
    
    5Interim Condensed Consolidated Statements of Cash Flows  Nine
months ended September 30, 2005 and 2004
    
    
    6Notes to Interim Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    32Report of Independent Registered Public Accounting Firm
    
    
    33PART II Other Information and SignaturesItem 1. Legal Proceedings
    
    
    34Item 6. Exhibits
    
    
    35Signatures
    
    
    36EX-15.1  AWARENESS LETTER OF KPMG LLPEX-31.1  SECTION 302 CEO CERTIFICATIONEX-31.2  SECTION 302 CFO CERTIFICATIONEX-32.1 SECTION 906 CEO CERTIFICATIONEX-32.2  SECTION 906 CFO CERTIFICATION
  2




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PART I. FINANCIAL INFORMATION
 
  AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 
 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,ASSETS
    
    2005
    
    
    2004CURRENT ASSETS:
    
    (unaudited)Cash and cash equivalents
    
    $
    6,966,000
    
    
    $
    5,772,000Restricted cash
    
    
    650,000
    
    
    
    650,000Accounts receivable, less allowance for
doubtful accounts of $16,485,000 and
$16,912,000, respectively
    
    
    54,935,000
    
    
    
    52,517,000Inventories, net of inventory valuation
allowances of $449,000 and $468,000,
respectively
    
    
    14,904,000
    
    
    
    15,947,000Prepaid expenses and other current assets
    
    
    3,493,000
    
    
    
    6,361,000Total current assets
    
    
    80,948,000
    
    
    
    81,247,000Property and equipment
    
    
    174,449,000
    
    
    
    174,761,000Less accumulated depreciation and amortization
    
    
    (117,627,000
    )
    
    
    (116,756,000
    )Property and equipment, net
    
    
    56,822,000
    
    
    
    58,005,000Goodwill
    
    
    121,834,000
    
    
    
    121,834,000Investment in joint ventures
    
    
    6,172,000
    
    
    
    6,698,000Other assets
    
    
    15,455,000
    
    
    
    15,280,000Total other assets
    
    
    143,461,000
    
    
    
    143,812,000TOTAL ASSETS
    
    $
    281,231,000
    
    
    $
    283,064,000
  3




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AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,LIABILITIES AND SHAREHOLDERS DEFICIT
    
    2005
    
    
    2004CURRENT LIABILITIES:
    
    (unaudited)Current portion
of long-term debt and capital leases

$
    882,000
    
    
    $
    885,000Accounts payable
    
    
    17,687,000
    
    
    
    17,842,000Other payables
    
    
    1,909,000
    
    
    
    1,751,000Short-term note payable
    
    
    785,000
    
    
    
    3,663,000Accrued expenses:Payroll and related benefits
    
    
    6,206,000
    
    
    
    8,655,000Insurance, including self-insurance accruals
    
    
    8,246,000
    
    
    
    8,213,000Other
    
    
    9,033,000
    
    
    
    8,669,000Total current liabilities
    
    
    44,748,000
    
    
    
    49,678,000NONCURRENT LIABILITIES:Long-term debt and capital leases, less current portion
    
    
    250,001,000
    
    
    
    251,033,000Pre-petition accounts payable
    
    
    
    
    
    
    477,000Other noncurrent liabilities
    
    
    54,000
    
    
    
    2,071,000Total noncurrent liabilities
    
    
    250,055,000
    
    
    
    253,581,000Total liabilities
    
    
    294,803,000
    
    
    
    303,259,000MINORITY INTEREST
    
    
    609,000
    
    
    
    534,000SHAREHOLDERS DEFICITPreferred 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, 17,388,000 and
17,047,000 shares, respectively
    
    
    174,000
    
    
    
    170,000Additional paid-in capital
    
    
    174,113,000
    
    
    
    173,588,000Accumulated deficit
    
    
    (188,468,000
    )
    
    
    (194,487,000
    )Total shareholders deficit
    
    
    (14,181,000
    )
    
    
    (20,729,000
    )TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT
    
    $
    281,231,000
    
    
    $
    283,064,000
  4




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##### Table of Contents



AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 
 INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004REVENUES:Sales and related service revenues, net
    
    $
    35,297,000
    
    
    $
    36,009,000
    
    
    $
    104,825,000
    
    
    $
    108,588,000Rental revenues, net
    
    
    46,410,000
    
    
    
    47,484,000
    
    
    
    139,987,000
    
    
    
    142,929,000Total revenues, net
    
    
    81,707,000
    
    
    
    83,493,000
    
    
    
    244,812,000
    
    
    
    251,517,000EXPENSES:Cost of sales and related services
    
    
    19,344,000
    
    
    
    17,463,000
    
    
    
    58,642,000
    
    
    
    53,919,000Cost of rentals and other revenues, including rental
equipment depreciation of $6,277,000, $6,071,000,
$18,173,000 and $17,600,000, respectively
    
    
    10,116,000
    
    
    
    9,937,000
    
    
    
    29,773,000
    
    
    
    29,084,000Operating expenses
    
    
    39,692,000
    
    
    
    41,316,000
    
    
    
    118,908,000
    
    
    
    127,913,000Bad debt expense
    
    
    2,203,000
    
    
    
    2,708,000
    
    
    
    7,078,000
    
    
    
    9,187,000General and administrative
    
    
    4,177,000
    
    
    
    4,201,000
    
    
    
    12,484,000
    
    
    
    12,710,000Depreciation, excluding rental equipment, and amortization
    
    
    776,000
    
    
    
    797,000
    
    
    
    2,439,000
    
    
    
    2,434,000Interest expense, net
    
    
    4,304,000
    
    
    
    4,587,000
    
    
    
    12,907,000
    
    
    
    13,894,000Other income, net
    
    
    (262,000
    )
    
    
    (49,000
    )
    
    
    (417,000
    )
    
    
    (192,000
    )Total expenses
    
    
    80,350,000
    
    
    
    80,960,000
    
    
    
    241,814,000
    
    
    
    248,949,000Earnings from unconsolidated joint ventures
    
    
    1,245,000
    
    
    
    1,026,000
    
    
    
    3,624,000
    
    
    
    3,257,000INCOME FROM OPERATIONS BEFORE REORGANIZATION ITEMS AND INCOME
TAXES
    
    
    2,602,000
    
    
    
    3,559,000
    
    
    
    6,622,000
    
    
    
    5,825,000Reorganization items
    
    
    146,000
    
    
    
    449,000
    
    
    
    333,000
    
    
    
    520,000INCOME FROM OPERATIONS BEFORE INCOME TAXES
    
    
    2,456,000
    
    
    
    3,110,000
    
    
    
    6,289,000
    
    
    
    5,305,000Provision for income taxes
    
    
    87,000
    
    
    
    100,000
    
    
    
    270,000
    
    
    
    300,000NET INCOME
    
    $
    2,369,000
    
    
    $
    3,010,000
    
    
    $
    6,019,000
    
    
    $
    5,005,000NET INCOME PER COMMON SHARE:- Basic
    
    $
    0.14
    
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.30- Diluted
    
    $
    0.13
    
    
    $
    0.18
    
    
    $
    0.34
    
    
    $
    0.29WEIGHTED AVERAGE COMMON SHARES OUTSTANDING- Basic
    
    
    17,377,000
    
    
    
    16,462,000
    
    
    
    17,265,000
    
    
    
    16,462,000- Diluted
    
    
    18,018,000
    
    
    
    16,918,000
    
    
    
    17,959,000
    
    
    
    17,029,000
 
 5




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AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 
 INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Nine Months Ended Sept. 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    6,019,000
    
    
    $
    5,005,000Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    20,612,000
    
    
    
    20,034,000Bad debt expense
    
    
    7,078,000
    
    
    
    9,187,000Equity in earnings of unconsolidated joint ventures
    
    
    (2,271,000
    )
    
    
    (1,772,000
    )Minority interest
    
    
    295,000
    
    
    
    226,000Reorganization items
    
    
    333,000
    
    
    
    520,000Reorganization items paid
    
    
    (383,000
    )
    
    
    (1,153,000
    )Change in assets and liabilities:Accounts receivable
    
    
    (9,496,000
    )
    
    
    (3,795,000
    )Inventories
    
    
    1,043,000
    
    
    
    1,612,000Prepaid expenses and other current assets
    
    
    2,868,000
    
    
    
    970,000Accounts payable, other payables and accrued
expenses
    
    
    (2,476,000
    )
    
    
    164,000Other assets and liabilities
    
    
    (2,670,000
    )
    
    
    (1,615,000
    )Due to unconsolidated joint ventures, net
    
    
    2,797,000
    
    
    
    4,597,000Net cash provided by operating activities
    
    
    23,749,000
    
    
    
    33,980,000CASH FLOWS FROM INVESTING ACTIVITIES:Additions to property and equipment, net
    
    
    (18,951,000
    )
    
    
    (21,045,000
    )Net cash used in investing activities
    
    $
    (18,951,000
    )
    
    $
    (21,045,000
    )
  6




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AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Nine Months Ended Sept. 30,2005
    
    
    2004CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to minority interest owners
    
    $
    (220,000
    )
    
    $
    (190,000
    )Proceeds from exercise of employee stock options
    
    
    529,000
    
    
    
    55,000Principal payments on long-term debt and capital leases
    
    
    (1,035,000
    )
    
    
    (5,974,000
    )Principal payments on short-term note payable
    
    
    (2,878,000
    )
    
    
    Restricted cash
    
    
    
    
    
    
    (250,000
    )Net cash used in financing activities
    
    
    (3,604,000
    )
    
    
    (6,359,000
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    1,194,000
    
    
    
    6,576,000CASH AND CASH EQUIVALENTS, beginning of period
    
    
    5,772,000
    
    
    
    2,571,000CASH AND CASH EQUIVALENTS, end of period
    
    $
    6,966,000
    
    
    $
    9,147,000SUPPLEMENTAL INFORMATION:Cash payments of interest
    
    $
    15,456,000
    
    
    $
    14,144,000Cash payments of income taxes
    
    $
    270,000
    
    
    $
    404,000
  7




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AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES
 
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 1. BASIS OF PRESENTATION
    2. STOCK BASED COMPENSATION
  8




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Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income  as reported
    
    $
    2,369,000
    
    
    $
    3,010,000
    
    
    $
    6,019,000
    
    
    $
    5,005,000Additional compensation expense
    
    
    (73,000
    )
    
    
    (121,000
    )
    
    
    (298,000
    )
    
    
    (422,000
    )Net income  pro forma
    
    $
    2,296,000
    
    
    $
    2,889,000
    
    
    $
    5,721,000
    
    
    $
    4,583,000Net income per common share
- as reportedBasic
    
    $
    0.14
    
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.30Diluted
    
    $
    0.13
    
    
    $
    0.18
    
    
    $
    0.34
    
    
    $
    0.29Net income per common share 
pro formaBasic
    
    $
    0.13
    
    
    $
    0.18
    
    
    $
    0.33
    
    
    $
    0.28Diluted
    
    $
    0.13
    
    
    $
    0.17
    
    
    $
    0.32
    
    
    $
    0.27
  3. NET INCOME PER COMMON SHARE
  9




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Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    2,369,000
    
    
    $
    3,010,000
    
    
    $
    6,019,000
    
    
    $
    5,005,000Weighted average common shares outstanding
    
    
    17,377,000
    
    
    
    16,462,000
    
    
    
    17,265,000
    
    
    
    16,462,000Effect of dilutive options
    
    
    641,000
    
    
    
    456,000
    
    
    
    694,000
    
    
    
    567,000Adjusted diluted common shares outstanding
    
    
    18,018,000
    
    
    
    16,918,000
    
    
    
    17,959,000
    
    
    
    17,029,000Net income per common share- Basic
    
    $
    0.14
    
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.30- Diluted
    
    $
    0.13
    
    
    $
    0.18
    
    
    $
    0.34
    
    
    $
    0.29
 4. PROCEEDINGS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
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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, plan, will, likely, could and words of similar import. Such statements include
statements concerning the Companys Approved Plan (as defined in Note 4 to the interim condensed
consolidated financial statements), other effects and consequences of the Bankruptcy Filing (as
defined in Note 4 to the interim condensed consolidated financial statements), forecasts upon which
the Approved Plan is based, business strategy, the ability to satisfy interest expense and
principal repayment obligations, operations, cost savings initiatives, industry, economic
performance, financial condition, liquidity and capital resources, adoption of, or changes in,
accounting policies and practices, existing government regulations and changes in, or the failure
to comply with, governmental regulations, legislative proposals for healthcare reform, the ability
to enter into strategic alliances and arrangements with managed care providers on an acceptable
basis, and changes in reimbursement policies. Such statements are not guarantees of future
performance and 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.
 Overview
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Nine Months Ended September 30,2005
    
    
    2004Oxygen systems
    
    
    37
    %
    
    
    36
    %Inhalation drugs
    
    
    11
    
    
    
    12Nebulizers
    
    
    2
    
    
    
    2Respiratory assist devices
    
    
    19
    
    
    
    17Other respiratory
    
    
    4
    
    
    
    4Total home respiratory therapy services
    
    
    73
    
    
    
    71Enteral nutrition services
    
    
    6
    
    
    
    6Other infusion services
    
    
    6
    
    
    
    6Total home infusion therapy services
    
    
    12
    
    
    
    12Total home medical equipment and supplies
    
    
    15
    
    
    
    17100
    %
    
    
    100
    %
  Revenue Growth
 Bad Debt Expense
 13




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Cash Flow.
 Days Sales Outstanding
 Unbilled Revenue.
 Productivity and Profitability
 14




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Trends, Events, and Uncertainties
   Reimbursement Changes
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HIPAA
  Medicaid.
 Bankruptcy Appeals
  18




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Critical Accounting Policies and Estimates
  Results of Operations
  19




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Percentage of Revenues
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales and related services
    
    
    23.7
    
    
    
    20.9
    
    
    
    24.0
    
    
    
    21.4Cost of rental, including rental equipment
depreciation
    
    
    12.3
    
    
    
    11.9
    
    
    
    12.2
    
    
    
    11.6Operating expenses
    
    
    48.6
    
    
    
    49.5
    
    
    
    48.5
    
    
    
    50.8Bad debt expense
    
    
    2.7
    
    
    
    3.2
    
    
    
    2.9
    
    
    
    3.7General and administrative expense
    
    
    5.1
    
    
    
    5.0
    
    
    
    5.1
    
    
    
    5.1Depreciation, excluding rental equipment,
and amortization
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.0
    
    
    
    1.0Interest expense, net
    
    
    5.3
    
    
    
    5.5
    
    
    
    5.3
    
    
    
    5.5Other income, net
    
    
    (0.3
    )
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    (0.1
    )Total expenses
    
    
    98.3
    
    
    
    96.9
    
    
    
    98.8
    
    
    
    99.0Earnings from unconsolidated joint
ventures
    
    
    1.5
    
    
    
    1.2
    
    
    
    1.5
    
    
    
    1.3Income from operations before
reorganization items and income taxes
    
    
    3.2
    
    
    
    4.3
    
    
    
    2.7
    
    
    
    2.3Reorganization items
    
    
    0.2
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    0.2Provision for income taxes
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Net income
    
    
    2.9
    %
    
    
    3.7
    %
    
    
    2.5
    %
    
    
    2.0
    %
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Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004
 Revenues.
 Sales and Related Services Revenues.
 Rental Revenues
 Cost of Sales and Related Services
 Cost of Rental Revenues
 Operating Expenses
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Bad Debt Expense.
 General and Administrative Expenses
 Depreciation and Amortization
 Interest Expense, Net
 Other Income, Net
 Earnings from Unconsolidated Joint Ventures
 Provision for Income Taxes
 Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004
 Revenues.
 Sales and Related Services Revenues.
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Rental Revenues
 Cost of Sales and Related Services
 Cost of Rental Revenues
 Operating Expenses
 Bad Debt Expense.
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General and Administrative Expenses
 Depreciation and Amortization
 Interest Expense, Net
 Other Income, Net
 Earnings from Unconsolidated Joint Ventures
 Provision for Income Taxes
 Liquidity and Capital Resources
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Contractual Obligations and Commercial Commitments
  Twelve Months Ending September 30,AfterTotal
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Sept. 30, 2009Long-term debt and
capital leases
    
    $
    250,883,000
    
    
    $
    882,000
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    250,000,000
    
    
    $
    Interest on
long-term debt
    
    
    65,063,000
    
    
    
    16,963,000
    
    
    
    16,963,000
    
    
    
    16,963,000
    
    
    
    14,174,000
    
    
    
    OIG settlement
    
    
    2,000,000
    
    
    
    2,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest on OIG
settlement
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating lease
obligations
    
    
    19,987,000
    
    
    
    8,484,000
    
    
    
    6,013,000
    
    
    
    3,535,000
    
    
    
    1,647,000
    
    
    
    308,000Total contractual
cash obligations
    
    $
    337,942,000
    
    
    $
    28,338,000
    
    
    $
    22,977,000
    
    
    $
    20,498,000
    
    
    $
    265,821,000
    
    
    $
    308,000
      28




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##### Table of Contents



Risk Factors
  Medicare Reimbursement Reductions.
 Dependence on Reimbursement by Third-Party Payors.
 Substantial Leverage.
 29




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##### Table of Contents



Bankruptcy Appeal
 Government Regulation.
 Collectibility of Accounts Receivable.
 Health Care Initiatives.
 Role of Managed Care.
 30




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##### Table of Contents



Liquidity.
 HIPAA Compliance.
  Ability to Attract and Retain Management.
 Competition.
 31




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##### Table of Contents



Liability and Adequacy of Insurance.
 
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4  CONTROLS AND PROCEDURES
  32




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
 33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1  LEGAL PROCEEDINGS
  34




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##### Table of Contents



ITEM 6  EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBITS2.1
    
    Second Amended Joint Plan of Reorganization Proposed by the Debtors and the Official
Unsecured Creditors Committee dated January 2, 2003 (incorporated by reference to Exhibit 99.3
to the Companys Current Report on Form 8-K filed on March 27, 2003).3.1
    
    Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement No. 33-42777 on Form S-1).3.2
    
    Certificate of Amendment to the Certificate of Incorporation of the Company dated October 31,
1991 (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Companys
Registration Statement No. 33-42777 on Form S-1).3.3
    
    Certificate of Amendment to the Certificate of Incorporation of the Company Dated May 14,
1992 (incorporated by reference to the Companys Registration Statement on Form S-8 dated
February 16, 1993).3.4
    
    Certificate of Ownership and Merger merging American HomePatient, Inc. into Diversicare Inc.
dated May 11, 1994 (incorporated by reference to Exhibit 4.4 to the Companys Registration
Statement No.33-89568 on Form S-2).3.5
    
    Certificate of Amendment to the Certificate of Incorporation of the Company dated July 8,
1996 (incorporated by reference to Exhibit 3.5 to the Companys Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004).3.6
    
    Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.3 to the Companys
Registration Statement No. 33-42777 on Form S-1).15.1
    
    Awareness Letter of KPMG LLP.31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Chief Executive
Officer.31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Chief Financial
Officer.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002  Chief Executive Officer.32.2
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002  Chief Financial Officer.
 35




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##### Table of Contents



SIGNATURES
  AMERICAN HOMEPATIENT, INC.November 2, 2005
    By:
    /s/ Stephen L. ClantonStephen L. ClantonChief Financial Officer and An Officer Duly
Authorized to Sign on Behalf of the registrant 36