<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

               FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 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)

         Delaware                  0-19532              62-1474680
         --------                  -------              ----------
(STATE OR OTHER JURISDICTION OF   (COMMISSION  (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)    FILE NUMBER)


            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 NOVEMBER 3, 2000)

                          TOTAL NUMBER OF SEQUENTIALLY
                              NUMBERED PAGES IS 29

<PAGE>   2

                          PART I. FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

                  INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)


<TABLE>
<CAPTION>


                                                                       December 31,         September 30,
                                                                          1999                  2000
                                                                      -------------         -------------
<S>                                                                   <C>                   <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                         $  28,123,000         $  16,377,000
    Accounts receivable, less allowance for doubtful accounts
      of $56,876,000 and $49,778,000, respectively                       75,956,000            76,466,000
    Inventories                                                          16,499,000            14,165,000
    Prepaid expenses and other assets                                       982,000             1,140,000
                                                                      -------------         -------------
          Total current assets                                          121,560,000           108,148,000
                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost                                         174,558,000           183,601,000
    Less accumulated depreciation and amortization                     (113,465,000)         (127,811,000)
                                                                      -------------         -------------
          Net property and equipment                                     61,093,000            55,790,000
                                                                      -------------         -------------

OTHER ASSETS

    Excess of cost over fair value of net assets acquired, net          202,622,000           198,833,000
    Investment in unconsolidated joint ventures                          17,473,000             9,937,000
    Deferred financing costs, net                                         3,703,000             3,365,000
    Other assets, net                                                    17,549,000            12,467,000
                                                                      -------------         -------------
          Total other assets                                            241,347,000           224,602,000
                                                                      -------------         -------------
                                                                      $ 424,000,000         $ 388,540,000
                                                                      =============         =============
</TABLE>






                                  (Continued)



                                       2
<PAGE>   3

                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

                  INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Continued)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                          December 31,         September 30,
                                                                             1999                  2000
                                                                         -------------         -------------
<S>                                                                      <C>                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Current portion of long-term debt and capital leases                 $  16,644,000         $  19,137,000
    Trade accounts payable                                                  23,327,000            16,566,000
    Other payables                                                           1,854,000             2,955,000
    Accrued expenses:
       Payroll and related benefits                                          7,472,000             9,300,000
       Interest                                                                596,000             1,737,000
       Insurance                                                             3,979,000             5,463,000
       Restructuring accruals                                                1,234,000               250,000
       Other                                                                 5,924,000             8,632,000
                                                                         -------------         -------------
          Total current liabilities                                         61,030,000            64,040,000
                                                                         -------------         -------------

NONCURRENT LIABILITIES
    Long-term debt and capital leases, less current portion                298,778,000           283,657,000
    Other noncurrent liabilities                                             7,204,000             3,504,000
                                                                         -------------         -------------
          Total noncurrent liabilities                                     305,982,000           287,161,000
                                                                         -------------         -------------

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)         (135,845,000)
                                                                         -------------         -------------
          Total stockholders' equity                                        56,988,000            37,339,000
                                                                         -------------         -------------
                                                                         $ 424,000,000         $ 388,540,000
                                                                         =============         =============


</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 Sept. 30,        Nine Months Ended Sept. 30,
                                                             -------------------------------    -----------------------------
                                                                 1999              2000             1999              2000
                                                             --------------   --------------    ------------     ------------
<S>                                                          <C>              <C>               <C>              <C>
REVENUES
    Sales and related service revenues                       $   42,694,000   $   42,914,000    $128,273,000     $128,372,000
    Rentals and other revenues                                   45,814,000       47,354,000     140,415,000      138,637,000
    Earnings from joint ventures                                    804,000        1,236,000       2,285,000        3,519,000
                                                             --------------   --------------    ------------     ------------
          Total revenues                                         89,312,000       91,504,000     270,973,000      270,528,000
                                                             --------------   --------------    ------------     ------------

EXPENSES
    Cost of sales and related services, excluding
       depreciation and amortization                             22,286,000       21,102,000      67,562,000       64,107,000
    Operating                                                    51,326,000       53,699,000     156,077,000      161,654,000
    General and administrative                                    3,319,000        4,110,000      10,742,000       11,141,000
    Depreciation and amortization                                10,224,000       10,122,000      30,208,000       30,216,000
    Interest                                                      7,189,000        7,730,000      21,571,000       22,774,000
                                                             --------------   --------------    ------------     ------------
          Total expenses                                         94,344,000       96,763,000     286,160,000      289,892,000
                                                             --------------   --------------    ------------     ------------

LOSS FROM OPERATIONS BEFORE INCOME
    TAXES                                                        (5,032,000)      (5,259,000)    (15,187,000)     (19,364,000)

PROVISION FOR INCOME TAXES                                          150,000          150,000         448,000          450,000
                                                             --------------   --------------    ------------     ------------

NET LOSS                                                     $   (5,182,000)  $   (5,409,000)   $(15,635,000)  $  (19,814,000)
                                                             ==============   ==============    ============   ==============

NET LOSS PER COMMON SHARE
       - Basic                                               $       (0.34)   $       (0.35)    $     (1.03)   $       (1.27)
                                                             ==============   ==============    ============   ==============
       - Diluted                                             $       (0.34)   $       (0.35)    $     (1.03)   $       (1.27)
                                                             ==============   ==============    ============   ==============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING
       - Basic                                                   15,246,000       15,661,000      15,221,000       15,620,000
                                                             ==============   ==============    ============   ==============
       - Diluted                                                 15,246,000       15,661,000      15,221,000       15,620,000
                                                             ==============   ==============    ============   ==============


</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>

                                                                          Nine Months Ended Sept. 30,
                                                                       ---------------------------------
                                                                           1999                 2000
                                                                       ------------         ------------
<S>                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                           $(15,635,000)        $(19,814,000)
    Adjustments to reconcile net loss from operations
      to net cash provided from operating activities:
       Depreciation and amortization                                     30,208,000           30,216,000
       Equity in (earnings) losses of unconsolidated joint
         ventures                                                           651,000           (1,315,000)

       Minority interest                                                    157,000              134,000

    Change in assets and liabilities:
       Accounts receivable, net                                           7,283,000            2,566,000
       Restricted cash                                                       51,000                   --
       Inventories                                                        5,475,000            2,706,000
       Prepaid expenses and other assets                                  1,304,000             (163,000)
       Income tax payable                                                   102,000              397,000
       Trade accounts payable, accrued expenses
          and other current liabilities                                     301,000           (1,112,000)
       Restructuring accruals                                              (458,000)            (985,000)
       Other noncurrent liabilities                                          47,000               (9,000)
       Other assets                                                       1,005,000              304,000
                                                                       ------------         ------------
          Net cash provided from operating activities                    30,491,000           12,925,000
                                                                       ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from (used in) joint venture dissolutions                     (500,000)             931,000
    Additions to property and equipment, net                            (10,527,000)         (13,877,000)
    Distributions from unconsolidated joint
       ventures, net                                                      2,644,000            1,319,000
    Distributions to minority interest owners                               (49,000)            (179,000)
                                                                       ------------         ------------
       Net cash used in investing activities                             (8,432,000)         (11,806,000)
                                                                       ------------         ------------

</TABLE>

                                  (Continued)



                                       5
<PAGE>   6
                   AMERICAN HOMEPATIENT, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>


                                                            Nine Months Ended Sept. 30,
                                                         ---------------------------------
                                                             1999                 2000
                                                         ------------         ------------
<S>                                                        <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on debt and capital leases          (3,349,000)         (12,189,000)
    Proceeds from issuance of debt                          4,500,000              377,000
    Proceeds from Employee Stock Purchase Plan                 11,000              168,000
    Deferred financing costs                               (1,406,000)          (1,221,000)
                                                         ------------         ------------
          Net cash used in financing activities              (244,000)         (12,865,000)
                                                         ------------         ------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS           21,815,000          (11,746,000)

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

CASH AND CASH EQUIVALENTS, end of period                 $ 26,091,000         $ 16,377,000
                                                         ============         ============

SUPPLEMENTAL INFORMATION:
    Cash payments of interest                            $ 23,932,000         $ 21,619,000
                                                         ============         ============

    Cash payments of income taxes                        $    416,000         $    300,000
                                                         ============         ============

</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

                           SEPTEMBER 30, 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 nine months
        ended September 30, 2000, such services represented 56%, 20% and 24%,
        respectively of net revenues. These services and products are paid for
        primarily by Medicare, Medicaid and other third-party payors. As of
        September 30, 2000, the Company provided these services to patients
        primarily in the home through 307 centers in 39 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, South
        Dakota, 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 $303.0 million credit facility (the
        "Bank Credit Facility") between the Company and Bankers Trust Company,
        as agent for a syndicate of banks (the "Banks"). At December 31, 1999,
        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




                                       7
<PAGE>   8

        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 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 to the term loan, modified
        financial covenants, froze availability under the revolving loan to the
        amounts outstanding under the revolving loan at the time of the Third
        Amendment ($249.2 million) and made a number of other changes to the
        Credit Agreement. The Company was 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 November 1, 2000, totals $303.0 million.

        The modified financial covenants are structured such that the Company
        would remain in compliance with the covenants if management's 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 liability that
        results from 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 further reduced through
        paydowns of the term loan portion of the Bank Credit Facility to $318.4
        million, including a $64.8 million term loan and a $253.6 revolving line
        of credit. As of September 30, 2000, the Company's credit availability
        was further reduced to $303.0 million through paydowns of the term loan
        to $53.8 million and freezing availability under the revolving loan to
        $249.2 million.

        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 anti-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 Sept. 30,         Nine Months Ended Sept. 30,
                                                       -------------------------------     -------------------------------
                                                           1999              2000              1999              2000
                                                       -------------     -------------     -------------     -------------
        <S>                                           <C>               <C>               <C>               <C>
        Net loss                                       $ (5,182,000)     $ (5,409,000)     $(15,635,000)     $(19,814,000)
                                                       ============      ============      ============      ============
        Weighted average common
        shares outstanding                               15,246,000        15,661,000        15,221,000        15,620,000

        Effect of dilutive options and warrants                  --                --                --                --
                                                       ------------      ------------      ------------      ------------

        Adjusted diluted commons shares
            outstanding                                  15,246,000        15,661,000        15,221,000        15,620,000
                                                       ============      ============      ============      ============

        Net loss per common share
            - Basic                                    $      (0.34)     $      (0.35)     $      (1.03)     $      (1.27)
                                                       ============      ============      ============      ============
            - Diluted                                  $      (0.34)     $      (0.35)     $      (1.03)     $      (1.27)
                                                       ============      ============      ============      ============

</TABLE>

        5. BASIS OF FINANCIAL STATEMENTS

        The interim condensed consolidated financial statements of the Company
        for the nine months ended September 30, 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 September 30, 2000
        and the results of operations and the cash flows for the nine months
        ended September 30, 2000 and 1999.

        The results of operations for the nine months ended September 30, 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.



                                       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 received by
        the Company related to previously billed claims, the imposition of fines
        or penalties, or the suspension or exclusion of the Company from
        participation in 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.


                                       10
<PAGE>   11
        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 - 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 307 centers in 39 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:

                                                     Nine Months Ended Sept. 30,
                                                     ---------------------------
                                                         1999           2000
                                                         ----           ----
       Home respiratory therapy services                  53%            56%
       Home infusion therapy services                     21             20
       Home medical equipment and medical supplies        26             24
           Total                                         100%           100%


        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. Effective in the second quarter of 2000, the Company
        converted four of its 50% owned joint ventures to wholly-owned
        businesses as a result of the withdrawal of the hospital partners from
        the partnerships. Effective in the third quarter, one additional 50%
        owned joint venture was converted to a wholly-owned business. See
        "Results of Operations" for additional discussion.

        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.




                                       13
<PAGE>   14

        The final outcome of the investigation could include, among other
        things, the repayment of reimbursements received by the Company related
        to previously billed claims, the imposition of fines or penalties, or
        the suspension or exclusion of the Company from participation in
        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. See "Management's Discussion and Analysis of Financial
        Condition and Results of Operations - Risk Factors - Medicare
        Reimbursement for Oxygen Therapy and Other Services."

        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



                                       14
<PAGE>   15

        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 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                  Nine Months Ended
                                                       September 30,                       September 30,
                                                  ------------------------           ------------------------
                                                   1999              2000              1999             2000
                                                  ------            ------           ------            ------
       <S>                                        <C>               <C>              <C>               <C>
       Net Revenues                               100.0%            100.0%           100.0%            100.0%

       Costs and expenses:
           Cost of sales and related               25.0              23.1             24.9              23.7
             services

           Operating expenses                      57.5              58.7             57.6              59.8
           General and administrative               3.7               4.5              4.0               4.1
           Depreciation and amortization           11.4              11.0             11.1              11.2
           Interest                                 8.0               8.4               8.0              8.4
                                                  ------            ------           ------            ------
                Total costs and expenses          105.6%            105.7%            105.6%           107.2%
                                                  ------            ------           ------            ------

           Loss from operations
              before income taxes                 (5.6)%            (5.7)%            (5.6)%           (7.2)%
                                                  ======            ======           ======            ======

</TABLE>


        The Company's operating results for the prior two years and continuing
        into the first nine months of 2000 are significantly lower than periods
        prior to 1998 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 have been reduced by approximately $21.9 million in the first
        nine 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.



                                       15
<PAGE>   16

        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.
        It also exited certain contracts and businesses perceived to be lower
        margin during the third and fourth quarters of 1998 and first half of
        1999. 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 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 continues to monitor and
            closely manage 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.

        Effective in the second quarter of 2000, the Company converted four of
        its 50% owned joint ventures to wholly-owned operations as a result of
        the withdrawal of the hospital partners from the partnerships. One
        additional joint venture was converted to a wholly-owned operation in
        the third quarter of 2000. As a result of these transactions, the
        results of operations of these five ventures have been consolidated into
        the financial results of the Company. Previously, these five joint
        ventures were accounted for under the equity method.

        THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
        SEPTEMBER 30, 1999

        NET REVENUES. Net revenues increased from $89.3 million for the quarter
        ended September 30, 1999 to $91.5 million for the same period in 2000,
        an increase of $2.2 million, or 2%. The accounting consolidation of five
        of the Company's joint ventures, as described above, added approximately
        $3.0 million to net revenue in the current quarter. Without this
        additional revenue, net revenue in the current quarter would have
        decreased by $0.8 million compared to the same quarter last year. This
        decrease is primarily attributable to lower sales of non-core low



                                       16
<PAGE>   17

        margin products and the exiting of lower margin contracts, offset
        somewhat by increases in rentals and sales of certain respiratory
        products. Also effecting the Company's decline in revenue has been the
        high priority placed on compliance related activities. In late 1999, and
        continuing into 2000, the Company implemented a more comprehensive
        compliance program which included a major training and development
        initiative. During this period, the Company trained over 1,200 employees
        on compliance and reimbursement management.

        Following is a discussion of the components of net revenues:

             SALES AND RELATED SERVICES REVENUES. Sales and related services
             revenues increased from $42.7 million for the quarter ended
             September 30, 1999 to $42.9 million for the same period in 2000, an
             increase of $0.2 million. This increase is primarily attributable
             to the accounting consolidation of five of the Company's joint
             ventures offset somewhat by lower sales of non-core low margin
             products and the exiting of lower margin contracts.

             RENTALS AND OTHER REVENUES. Rentals and other revenues increased
             from $45.8 million for the quarter ended September 30, 1999 to
             $47.4 million for the same period in 2000, an increase of $1.6
             million, or 3%. This increase is also attributable to the
             accounting consolidation of five of the Company's joint ventures,
             offset by the exiting of lower margin contracts, many of which did
             not terminate until the end of the first quarter of 1999 or later.

             EARNINGS FROM HOSPITAL JOINT VENTURES. Earnings from hospital joint
             ventures increased from $0.8 million for the quarter ended
             September 30, 1999 to $1.2 million for the same period in 2000, an
             increase of $0.4 million, or 50%, which is primarily attributable
             to revenue growth, decreased bad debt expense, and increased
             profitability of certain joint venture locations.

        COST OF SALES AND RELATED SERVICES. Cost of sales and related services
        decreased from $22.3 million for the quarter ended September 30, 1999 to
        $21.1 million for the same period in 2000, a decrease of $1.2 million,
        or 5%. As a percentage of sales and related services revenues, cost of
        sales and related services decreased from 52% to 49%. This decrease is
        primarily attributable to a higher level of favorable book-to-physical
        inventory adjustments, a lower level of sales of lower margin products,
        and the Company recording a provision in 1999 for inventory related to
        exiting certain contracts and the de-emphasis of soft goods.

        OPERATING EXPENSES. Operating expenses increased from $51.3 million for
        the quarter ended September 30, 1999 to $53.7 million for the same
        period in 2000, an increase of $2.4 million, or 5%. This increase is
        attributable to the accounting consolidation of five joint ventures
        which added approximately $2.5 million to operating expenses in the
        current quarter. Bad debt expense was 5.7% of net revenue for the
        quarter ended September 30, 2000 compared to 5.6% of net revenue for the
        same period in 1999. The Company's bad debt expense in 2000 has been
        impacted by temporary disruptions in billing and collection activities
        resulting from the introduction of the compliance program and a
        standardized reimbursement process at all of its locations, as well as
        the consolidation of certain billing locations into larger regional
        billing centers. 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.



                                       17
<PAGE>   18

        GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
        increased from $3.3 million for the quarter ended September 30, 1999 to
        $4.1 million for the same period in 2000, an increase of $0.8 million,
        or 24%. This increase is attributable to higher personnel expenses and
        consulting fees, offset somewhat by lower legal fees.

        DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
        decreased from $10.2 million for the quarter ended September 30, 1999 to
        $10.1 million for the same period in 2000, a decrease of $0.1 million.
        This decrease is primarily attributable to lower amortization expense as
        a result of the $40.3 million write-off of impaired goodwill in the
        fourth quarter of 1999.

        INTEREST. Interest expense increased from $7.2 million for the quarter
        ended September 30, 1999 to $7.7 million for the same period in 2000, an
        increase of $0.5 million, or 7%, which is attributable to higher
        interest rates on borrowings.

        NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
        SEPTEMBER 30, 1999

        NET REVENUES. Net revenues decreased from $271.0 million for the nine
        months ended September 30, 1999 to $270.5 million for the same period in
        2000, a decrease of $0.5 million, or less than 1%. The accounting
        consolidation of five of the Company's joint ventures, as previously
        described, added approximately $6.2 million to net revenue in the
        current nine month period. Without this additional revenue, net revenue
        for the nine months would have decreased by $6.7 million compared to
        last year. This decrease is primarily attributable to lower sales of
        non-core low margin products and the exiting of lower margin contracts,
        offset somewhat by increases in rentals and sales of certain respiratory
        products. Also effecting the Company's decline in revenue has been the
        high priority placed on compliance related activities. In late 1999, and
        continuing into 2000, the Company implemented a more comprehensive
        compliance program which included a major training and development
        initiative. During this period, the Company trained over 1,200 employees
        on compliance and reimbursement management. Following is a discussion of
        the components of net revenues:

             SALES AND RELATED SERVICES REVENUES. Sales and related services
             revenues increased from $128.3 million for the nine months ended
             September 30, 1999 to $128.4 million for the same period in 2000,
             an increase of $0.1 million. This increase is primarily
             attributable to additional revenue from the accounting
             consolidation of five joint ventures, offset by lower sales of
             non-core low margin products and the exiting of lower margin
             contracts.

             RENTALS AND OTHER REVENUE. Rentals and other revenues decreased
             from $140.4 million for the nine months ended September 30, 1999 to
             $138.6 million for the same period in 2000, a decrease of $1.8
             million, or 1%. This decrease is primarily attributable to the
             exiting of lower margin contracts, offset by the additional revenue
             from the accounting consolidation of five joint ventures.

             EARNINGS FROM HOSPITAL JOINT VENTURES. Earnings from hospital joint
             ventures increased from $2.3 million for the nine months ended
             September 30, 1999 to $3.5 million for the same period in 2000, an
             increase of $1.2 million, or 52%, which was due primarily to
             revenue growth and decreased bad debt expense at certain joint
             venture locations.



                                       18
<PAGE>   19

        COST OF SALES AND RELATED SERVICES. Cost of sales and related services
        decreased from $67.6 million for the nine months ended September 30,
        1999 to $64.1 million for the same period in 2000, a decrease of $3.5
        million, or 5%. As a percentage of sales and related services revenues,
        cost of sales and related services decreased from 53% to 50%. This
        decrease is primarily attributable to a higher level of favorable
        book-to-physical inventory adjustments, a lower level of sales of lower
        margin products, and the Company recording a provision in 1999 for
        inventory related to exiting certain contracts and the de-emphasis of
        soft goods.

        OPERATING EXPENSES. Operating expenses increased from $156.1 million for
        the nine months ended September 30, 1999 to $161.7 million for the same
        period in 2000, an increase of $5.6 million, or 4%. This increase is
        primarily attributable to the accounting consolidation of five joint
        ventures which added approximately $4.9 million to operating expenses in
        the current nine month period. Bad debt expense was 7.0% of net revenue
        for the nine months ended September 30, 2000 compared to 5.1% of net
        revenue for the same period in 1999. The higher bad debt expense in the
        first nine months of 2000 is due to temporary disruptions in billing and
        collection activities resulting from the introduction of the compliance
        program and a standardized reimbursement process at all of its
        locations, as well as the consolidation of certain billing locations
        into larger regional billing centers. 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
        increased from $10.7 million for the nine months ended September 30,
        1999 to $11.1 million for the same period in 2000, an increase of $0.4
        million or 4%. The increase is primarily attributable to higher
        personnel expenses and consulting fees, offset somewhat by lower legal
        fees in the nine months ended September 30, 2000.

        DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
        remained constant at $30.2 million for the nine months ended September
        30, 1999 and for the same period in 2000.

        INTEREST. Interest expense increased from $21.6 million for the nine
        months ended September 30, 1999, to $22.8 million for the same period in
        2000, an increase of $1.2 million, or 6%. The increase was attributable
        to higher interest rates on borrowings.

        LIQUIDITY AND CAPITAL RESOURCES

        At September 30, 2000 the Company's working capital was $44.1 million
        and the current ratio was 1.7x 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 $303.0 million credit facility (the
        "Bank Credit Facility") between the Company and Bankers Trust Company,
        as agent for a syndicate of banks (the"Banks"). At December 31, 1999,
        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.



                                       19
<PAGE>   20

        On April 6, 2000, management and the lenders entered into a Third
        Amendment and Limited Waiver to the Fourth Amended and Restated Credit
        Agreement which waived the existing 1999 events of default, required a
        $5.0 million principal repayment to the term loan portion of the Bank
        Credit Facility upon the effectiveness of the amendment, modified
        existing financial covenants, and froze the borrowing availability under
        the revolving loan 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
        management's 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 liability that
        results from the government investigation discussed in Note 7 to the
        interim financial statements, 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 November
        1, 2000, totals $303.0 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 a $253.6 million revolving line of credit.
        As of December 31, 1999, the Company's credit availability was further
        reduced through paydowns of the term loan portion of the Bank Credit
        Facility to $318.4 million, including a $64.8 million term loan and a
        $253.6 revolving line of credit. As of September 30, 2000, the Company's
        credit availability was further reduced to $303.0 million through
        paydowns of the term loan to $53.8 million and freezing availability
        under the revolving loan to $249.2 million.

        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.



                                       20
<PAGE>   21

        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 3.50%. The margin associated with the Base
        Lending Rate is fixed at 2.75%. 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 September 30, 2000 the weighted average borrowing rate was
        9.89%. As of November 10, 2000, the weighted average borrowing rate was
        12.26% due to the additional interest which began October 1, 2000.

        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 $75.5 million at December 31, 1999 and September 30,
        2000, respectively. Average days' sales in accounts receivable was
        approximately 81 and 79 days' at December 31, 1999, and September 30,
        2000, respectively. The Company's level of DSO and net patient
        receivables reflect 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 operating activities was $30.5 million and $12.9
        million for the nine months ended September 30, 1999 and 2000,
        respectively. These amounts primarily represent net loss plus
        depreciation and amortization and provisions for doubtful accounts and
        changes in the various components of working capital. Net cash used in
        investing activities was $8.4 million and $11.8 million for the nine
        months ended September 30, 1999 and 2000, respectively. Capital
        expenditures increased from $10.5 million for the nine months ended
        September 30, 1999 to $13.9 million for the same period in 2000, an
        increase of $3.4 million. Net cash used in financing activities was $0.2
        million and $12.9 million for the nine months ended September 30, 1999
        and 2000, respectively. The cash used in financing activities for the
        nine months ended September 30, 1999 and 2000 primarily relates to
        principal payments and deferred financing costs net of proceeds from the
        Bank Credit Facility.

        The Company's principal capital requirements are for working capital,
        capital expenditures and debt service. 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




                                       21
<PAGE>   22

        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. Management's projections indicate it is likely the Company
        will not be in compliance with its debt covenants as of January 31,
        2001, due to the more restrictive covenants which begin on that date.

        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 September
        30, 2000, the Company's consolidated indebtedness under the Bank Credit
        Facility was $303.0 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 increased 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% accrues
        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."

                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 providers,
        as well as new and existing health care products and services. 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 by the end of 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.



                                       22
<PAGE>   23

        The Company is subject to state laws governing Medicaid, professional
        training, 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 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 in Medicare and Medicaid billing.
        The Company is currently under investigation by the OIG relating to
        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 received by the Company related to
        previously 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. 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 of 79
        days. The Company has implemented four key initiatives 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. 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



                                       23
<PAGE>   24

        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. 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 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. However, Congress is currently considering legislation that
        would return the CPI increase for home medical equipment, except
        prosthetics and orthotics, effective January 1, 2001. 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." Possible future changes in the basis for
        calculating Medicare's reimbursement rates for Albuterol and other
        respiratory medications could result in a reimbursement reduction for
        these products, the timing and extent of which are not known at this
        time. Implementation of the Albuterol reduction could begin as early as
        January 1, 2001, however, Congress is currently considering legislation
        that would delay implementation. 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.


                                       24
<PAGE>   25

                DEPENDENCE ON REIMBURSEMENT BY THIRD-PARTY PAYORS. For the nine
        months ended September 30, 2000, the percentage of the Company's net
        revenues derived from Medicare, Medicaid and private pay was 48%, 10%
        and 42%, 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.

                HEALTH CARE INITIATIVES. The health care industry continues to
        undergo dramatic changes. With the change in administration, new federal
        health care initiatives, particularly concerning Medicare, may be
        launched. There can be no assurance that sweeping federal health care
        legislation will not be adopted in the future. 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. Some states are adopting health care
        programs and initiatives as a replacement for Medicaid. 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 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 $19.8
        million for the nine months ended September 30, 2000. No assurance can
        be given that the Company will



                                       25
<PAGE>   26

        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 achieve
        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.

                ABILITY TO ATTRACT AND RETAIN MANAGEMENT. 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 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
        September 30, 2000, the Company had outstanding borrowings of
        approximately $303.0 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 $2.0 million. Interest expense
        associated with other debts would not materially impact the Company as
        most interest rates are fixed.


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                           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.

        (B)  REPORTS ON FORM 8-K.  None



                                       27
<PAGE>   28
                                   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.

        November 14, 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










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<PAGE>   29

                                INDEX TO EXHIBITS

Exhibit
Number                     Description of Exhibits
-------                    -----------------------

27                         Financial Data Schedule (for SEC use only)