<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
    
                                  FORM 10-K/A
     
        (Mark One)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                    for the fiscal year ended June 30, 1998
                                       OR
          [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  for the transition period from ____to ____

                        Commission file number 0-26938

                   HOME HEALTH CORPORATION OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)


        Pennsylvania                             23-2224800
 (State or other jurisdiction                 (I.R.S. Employer   
    of incorporation or                      Identification No.) 
       organization)                     
 
2200 Renaissance Boulevard, Suite 300, King of Prussia       19406
     (Address of principal executive offices)             (Zip code)
 
     Registrant's telephone number, including area code: (610) 272-1717

     Securities registered pursuant to section 12(b) of the Act:   None

         Securities registered pursuant to section 12(g) of the Act:
                       Common Stock, no par value
                           (Title of Class)

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 [_]
    
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [_]
     
On August 31, 1998, the aggregate market value (based upon the closing price on
such date) of the voting stock held by non-affiliates of the registrant was
approximately $10,821,000.

The number of shares of the registrant's common stock, no par value, outstanding
as of August 31, 1998 was 9,765,764.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement to be prepared in connection with the 1998
Annual Meeting of Shareholders are incorporated by reference into Part III of
this report.
<PAGE>
 
                                     PART I

ITEM 1. BUSINESS

THE COMPANY
    
     Home Health Corporation of America, Inc. ("HHCA" or the "Company") is a
leading provider of comprehensive home health care services and products,
delivering nursing and related patient services, respiratory therapy, infusion
therapy and durable medical equipment. The Company operates 44 branch locations
in Florida, Pennsylvania, Delaware, New Jersey, Maryland, Massachusetts, New
Hampshire, Texas and Illinois.

     The Company's business is impacted by extensive political, economic and
regulatory influences, which continue to subject the health care industry in the
United States to fundamental change.  During fiscal 1998, significant changes to
the Medicare system of reimbursement were enacted in connection with the
Balanced Budget Act of 1997 (the "Budget Act").  The implementation of the
Interim Payment System (the "IPS") for the Company's Medicare cost-reimbursed
nursing agencies and reductions in Medicare oxygen services reimbursement rates
which resulted from the Budget Act have had and are expected to continue to have
an adverse impact on the Company's current and future operations.  Recent
legislation introduced into the U.S. Congress, if enacted, could result in
additional changes in the system of Medicare reimbursement. The uncertainty of
the outcome of additional legislative and regulatory changes facing the industry
have had a significant impact on the industry.  See "Industry Overview," "Payor
Mix" and "Government Regulation."

     In an effort to reduce operating costs and respond to the above reductions
in Medicare reimbursement, the Company implemented a restructuring plan during
fiscal 1998. This plan, which included cost reduction and office consolidation
initiatives, as well as management's assessment of the continuing value of
goodwill under the changing reimbursement environment, resulted in pre-tax
accounting charges aggregating $28.7 million during fiscal 1998 which were
comprised of a writedown of goodwill of $23.5 million and restructuring costs of
$5.2 million. Although the restructuring plan is expected to reduce costs, there
can be no assurance the Company will be able to achieve the expected cost
savings or synergies from the closing or consolidation of offices and other
restructuring efforts or will be able to reduce costs without negatively
impacting operations. In addition, while the Company has developed and
implemented the restructuring initiatives in response to the adverse impact on
the Company of implementation of provisions of the Budget Act, the Company
cannot predict whether the cost reductions it implements will be sufficient to
offset the reductions in net revenues expected from the impact of the Budget
Act. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

     The Company's growth objective under the current industry climate is to
enhance its position as a provider of quality, cost-effective, comprehensive
home health care services and products by: (i) offering payors access to
comprehensive home health care services and products which are provided directly
     

                                       1
<PAGE>
    
by the Company; (ii) cross-selling its services and products through Coordinated
Care Centers (See "Coordinated Care Centers") and home-based evaluations of
patient needs; (iii) developing managed care and other referral sources; and
(iv) expanding through acquisitions in existing and new markets as capital and
other business constraints permit. See "Strategy."     
 
     The Company seeks to provide a "one-stop-shop" of cost effective,
comprehensive home health care services and products.  The Company's regional
Coordinated Care Centers serve as focal points for managed care organizations,
hospitals, physicians, discharge planners and other health care providers to
efficiently arrange for Company services and products. The Coordinated Care
Centers and home-based evaluations conducted by the Company's nurses enhance the
Company's ability to cross-sell its comprehensive range of services and
products. The Company's nurses are trained to identify at the time of the
evaluation in the patient's home any additional need for Company services and
products.  The Company believes that it is well-positioned to benefit from the
increasing preference of payors and referral sources, particularly managed care
organizations, to use home health care providers that both offer and coordinate
the delivery of a full range of home health care services and products.  As
managed care organizations continue to increase their market share in regions in
which the Company operates, these organizations continue to become increasingly
important to the Company as referral sources. See "Strategy."
    
     While the Company completed fourteen acquisitions in both existing and new
markets between fiscal 1996 and 1997, it completed no acquisitions during fiscal
1998. As a result of the uncertainty of the outcome of additional legislative
and regulatory changes in the system of Medicare reimbursement, the Company has
slowed its growth through acquisition. In addition, the Company is not permitted
to engage in acquisitions without prior written consent of its senior lenders'
under its senior credit facility (the "Credit Facility"). Additionally, the
Company was notified on November 5, 1998 by its senior lenders that an event of
default had occurred under the Credit Facility. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Acquisitions" and "-
Liquidity and Capital Resources." Management believes that as a result of
Medicare legislative and regulatory changes and managed care and other
competitive pressures, the home health care industry will continue to
consolidate. See "Industry Overview" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations -Forward Outlook and Risks."
The Company believes it will be positioned to execute its acquisition strategy
once Medicare reimbursement regulation uncertainties and the Company's capital
constraint issues are resolved. See "Strategy,""Management's Discussion and
Analysis of Financial Condition and Results of Operations - Acquisitions" and "-
Liquidity and Capital Resources."

     The Company's net revenues increased from $64.1 million in fiscal 1995 to
$174.3 million in fiscal 1998 (of which 66.3% represented nursing and related
patient services net revenues). Excluding the effects on net revenues of
acquisitions, the Company experienced growth rates in net revenues of 19%, 16%
and 4% for fiscal years 1996, 1997 and 1998, respectively. This internal growth
in net revenues was primarily the result of cross-selling its services and
products, expanding the range of services and products offered, increasing
     

                                       2
<PAGE>
    
patient referrals, particularly from managed care organizations, and increasing
cost-based Medicare reimbursement resulting principally from increased costs.
The Company's internal growth rate during fiscal 1998 was impacted by
implementation of the provision of the Budget Act which reduced Medicare
reimbursement for certain oxygen services by 25% effective January 1, 1998.
Approximately 5.8% of the Company's net revenues were derived from reimbursement
of oxygen services prior to this reduction in reimbursement. The percentage of
the Company's net revenues from managed care organizations and other non-
governmental payors increased from 37.8% in fiscal 1996 to 39.2% in fiscal 1998.
See "Payor Mix," "Government Regulation" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Internal Growth" and
"- Forward Outlook and Risks."     

INDUSTRY OVERVIEW

     The importance of home health care is increasing as a result of significant
economic pressures within the health care industry. Total expenditures within
the health care industry, which have increased at twice the rate of inflation in
recent years, were approximately $1.1 trillion in 1995. The ongoing pressure to
contain health care costs, while maintaining high quality care, is accelerating
the growth of alternate site care, such as home health care, that reduces
hospital admissions and lengths of hospital stays. Home health care, one of the
fastest growing segments of the health care industry, had total expenditures in
1995 of approximately $36.1 billion, including $22.0 billion for nursing and
related patient services, $5.8 billion for infusion therapy services, $5.0
billion for respiratory therapy services, and $1.9 billion for durable medical
equipment.

     The growth in home health care is also due to increased acceptance of home
health care by payors, patients and the medical community, including physicians,
hospitals and other providers.  Home health care often results in lower costs,
which is increasingly important under managed care.  In addition, home health
care has grown rapidly as a result of (i) advances in medical technology, which
have facilitated the delivery of services in alternate sites, (ii) demographic
trends, such as an aging population, and (iii) a strong preference among
patients to receive health care in their homes.

     The home health care industry has been highly fragmented and characterized
by local providers that typically do not offer a comprehensive range of cost-
effective services and products. These local providers often do not have the
capital necessary to expand their operations or the range of services and
products offered, which limits their ability to compete for managed care
contracts and other referrals and to realize efficiencies in their operations.
As managed care has become more prevalent, payors increasingly are seeking home
health care providers that offer a "one-stop-shop" of cost-effective,
comprehensive services in each market served, which further inhibits the ability
of local providers to compete effectively.  Additionally, the implementation of
the IPS and other provisions of the Budget Act are resulting in a number of
Medicare cost-reimbursed nursing agencies and other home care providers closing
or consolidating with other larger providers.  As a result of these economic and
competitive pressures, the home health care industry is continuing to undergo
consolidation, a trend the Company expects to continue. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward Outlook and Risks."

                                       3
<PAGE>
STRATEGY
    
     The Company's growth objective is to enhance its position as a provider of
quality, cost-effective, comprehensive home health care services and products by
continuing to pursue the following strategy:     

     Offer Payors a Comprehensive Range of Services and Products. The Company
offers managed care organizations and other payors access to cost-effective,
comprehensive home health care services and products provided directly by the
Company's employees, without having to coordinate with other providers. If an
acquired business does not provide all of the services and products generally
offered by the Company, those services and products are generally introduced
over time. The Company believes that offering comprehensive home health care
services and products provides payors with an efficient "one-stop-shop" that
enhances referrals, particularly from managed care organizations.
 
     Cross-Sell Services and Products. The Company cross-sells its services and
products through its Coordinated Care Centers and home-based patient evaluations
conducted by the Company's nurses.  The Company's two Coordinated Care Centers,
located in the Northern and Southern  Regions, serve as focal points for managed
care organizations, hospitals, physicians, discharge planners and other health
care providers to efficiently arrange for Company services and products.  The
Company's nurses are trained to identify, at the time of the nurse evaluation in
the patient's home, any additional need for Company services and products.
However, there can be no assurance the Company will be able to continue to
successfully cross-sell its services or products either through its Coordinated
Care Centers or home-based patient evaluations conducted by the Company's
nurses, or maintain or increase its current internal growth rate resulting from
cross-selling.  See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Internal Growth" and "- Forward Outlook and Risks."

     Develop Managed Care and Other Referral Sources.   Managed care and other
non-governmental payors, which are an increasingly significant source of
referrals for home health care services, accounted for 37.8% and 39.2% of the
Company's net revenues in fiscal 1996 and 1998, respectively.  All of the
Company's 44 branch locations are accredited by the Joint Commission on
Accreditation of Healthcare Organizations ("JCAHO"). The Company believes JCAHO
accreditation enhances its ability to obtain contracts with certain managed care
organizations. The Company is also targeting referrals from managed care
organizations by offering disease management programs for the treatment of
asthma, diabetes, and other chronic illnesses, as well as outcome and
utilization reports.  The Company expects that managed care contracts will
generate an increasing number of referrals as the penetration of managed care
accelerates in its markets.  The Company believes that it has the local
relationships, the knowledge of the regional markets in which it operates, and
the cost-effective, comprehensive services and products required to compete
effectively for managed care contracts and other referrals.
 
     While the Company's net revenues from managed care and other non-
governmental payors have increased and are expected to continue to increase,

                                       4
<PAGE>
payments per visit from managed care organizations typically have been lower
than cost-based reimbursement from Medicare and reimbursement from other payors
for the Company's services, resulting in reduced profitability on such services.
In addition, payors and employer groups are exerting pricing pressure on home
health care providers, resulting in reduced profitability.  Such pricing
pressures could have a material adverse effect on the Company's business,
financial condition or results of operations. See "Payor Mix" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward Outlook and Risks."
 
     During fiscal 1998 the Company terminated relationships with certain
managed care organizations and is in the process of reviewing its managed care
contracts. As a result, the Company's relationships with its managed care
referral sources may continue to change.  In connection with these terminations
and other factors, the Company's internal growth rates declined during fiscal
1998. There can be no assurance the Company will be able to successfully
maintain existing referral sources or develop and maintain new referral sources.
The loss of any significant referral sources or the failure to develop any new
referral sources could have a material adverse effect on the Company's financial
condition or results of operations. See "Payor Mix" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Internal
Growth," "- Liquidity and Capital Resources" and "- Forward Outlook and Risks."
 
     
     Expand Through Acquisitions in Existing and New Markets. While the Company
completed fourteen acquisitions between fiscal 1996 and 1997, it completed no
acquisitions during fiscal 1998. As a result of the uncertainty of the outcome
of additional legislative and regulatory changes in the system of Medicare
reimbursement, the Company has slowed its growth through acquisitions. In
addition, the Company is not permitted to engage in acquisitions without the
prior written consent of its senior lenders under the Credit Facility.
Additionally, the Company was notified on November 5, 1998 by its senior lenders
that an event of default had occurred under the Credit Facility. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Acquisitions" and "- Liquidity and Capital Resources." Management
believes that as a result of Medicare legislative and regulatory changes and
managed care and other competitive pressures, the home health care industry will
continue to consolidate. See "Industry Overview" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Forward Outlook
and Risks."
    
     Generally, the Company has followed an acquisition strategy of seeking to
acquire home health care businesses in existing and new markets. The Company's
acquisition strategy in existing markets generally has been to target companies
which broaden the Company's geographic coverage and which complement and expand
the Company's services and products. In entering new markets, the Company's
strategy has been to generally acquire a home nursing company (primarily
Medicare-based) and add additional services and products through internal growth
and subsequent acquisitions in order to offer a full range of home health care
services and products to patients, physicians and payors. The Company believes
that its acquisition of companies which provided primarily nursing services at
the time of acquisition have enhanced the Company's net revenues as related
services and products were introduced by the Company into the new markets
through additional acquisitions. The Company's acquisition strategy may change
as a result of the ongoing legislative and regulatory changes in the industry.

                                       5
<PAGE>
The Company believes it will be positioned to execute its acquisition strategy
once Medicare reimbursement regulation uncertainties and the Company's capital
constraint issues are resolved. See "Payor Mix," "Government Regulation,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" and " - Forward Outlook and
Risks."

SERVICES

     The Company derives substantially all of its net revenues through the
provision of nursing and related patient services, respiratory therapy, infusion
therapy and durable medical equipment. The following table shows the percentage
of net revenues represented by each of the Company's services and products for
the periods presented:

<TABLE>
<CAPTION>
                                             FISCAL YEAR ENDED JUNE 30,
                                         ---------------------------------
                                           1996         1997         1998
                                         -------      -------      -------
<S>                                     <C>          <C>          <C>
Nursing and related patient services:                              
    Medicare                                37.4%        41.9%        41.2%
    Non-Medicare                            22.6         22.2         25.1
                                         -------      -------      -------
                                            60.0         64.1         66.3
Respiratory therapy                         17.8         18.1         15.2
Infusion therapy                            14.0          8.4          7.0
Durable medical equipment                    8.2          9.4         11.5
                                         -------      -------      -------
            Total                          100.0%       100.0%       100.0%
                                         =======      =======      =======
</TABLE> 
 
     Nursing and Related Patient Services. The Company offers a broad range of
nursing and related patient services, including:

         Registered nurses who provide a broad range of nursing care, including
     pain management, respiratory therapy, infusion therapy, skilled observation
     and assessment and teaching procedures.
 
        Licensed practical nurses who perform technical nursing procedures,
     such as injections and dressing changes.

        Physical therapists who help patients restore strength and range of
     joint motion.

        Occupational therapists who help patients regain their ability to
     perform the activities of daily living, such as feeding, dressing, hygiene
     and social activities.
 
        Speech therapists who retrain patients to overcome speech, swallowing,
     language or hearing impediments.
 
        Social workers who help patients and their families deal with
     financial, personal and social concerns that arise from health problems.

                                       6
<PAGE>
        Home health aides who provide personal care, such as bathing or
     assistance with walking.

        Homemakers/companions who assist with meal preparation and housekeeping.

     Respiratory Therapy Services. The Company provides respiratory therapy
services to patients who suffer from a variety of conditions, including asthma,
chronic obstructive pulmonary diseases (e.g., emphysema, bronchitis), cystic
fibrosis and neurologically related respiratory conditions.  The Company offers
the following respiratory therapy services together with training by, and
assistance from, licensed personnel:

        Oxygen systems of which there are three types: (i) oxygen concentrators,
     which are stationary units that extract oxygen from ordinary air to provide
     a continuous flow of oxygen, (ii) liquid oxygen systems, which are
     portable, thermally insulated containers of liquid oxygen and (iii) high
     pressure oxygen cylinders, which are used for portability with oxygen
     concentrators.
 
        Nebulizers which deliver aerosol medication to patients to treat asthma,
     chronic obstructive pulmonary diseases, cystic fibrosis and neurologically
     related respiratory problems.

        Home ventilators which sustain a patient's respiratory function
     mechanically when a patient can no longer breathe normally.
 
        Continuous positive airway pressure therapy which forces air through
     respiratory passage-ways during sleep to prevent sleep apnea.

        Apnea monitors which monitor and warn parents of apnea episodes in
     newborn infants as a preventive measure against sudden infant death
     syndrome.

        Sleep studies which are used to detect sleep disorders and the magnitude
     of such disorders.
 
     Infusion Therapy Services. The Company provides the following infusion
therapy services together with training by, and assistance from, licensed
personnel:

        Enteral nutrition which is the infusion of nutrients through a feeding
     tube inserted directly into the functioning portion of a patient's
     digestive tract. This long-term therapy is often prescribed for patients
     who are unable to eat or drink normally.

        Antibiotic therapy which is the infusion of antibiotic medications into
     a patient's bloodstream typically to treat a variety of serious infections
     and diseases.

        Total parenteral nutrition which is the long-term provision of nutrients
     through surgically implanted central vein catheters or through peripherally

                                       7
<PAGE>
     inserted central catheters, for patients who cannot absorb adequate
     nutrients enterally due to chronic gastrointestinal conditions.

        Pain management which involves the infusion of certain drugs into the
     bloodstream of patients suffering from acute or chronic pain.

        Chemotherapy which is the infusion of drugs into a patient's bloodstream
     to treat various forms of cancer.

        Other therapies including new delivery technologies and medications to
     address a broad range of patient conditions, such as the side effects
     associated with transplants, HIV/AIDS and cancer.

     The Company currently operates pharmacies in Folcroft and Dupont,
Pennsylvania; Largo and Pompano Beach, Florida; Chicago, Illinois and Dallas,
Texas to serve substantially all of its home infusion patients in its regions
and employs licensed pharmacists and registered nurses who have specialized
skills in home infusion therapy.

     Durable Medical Equipment. The Company provides durable medical equipment
to serve the needs of its patients, including hospital beds, wheelchairs,
ambulatory aids, bathroom aids, patient lifts and rehabilitation equipment.

ORGANIZATION
    
     During fiscal 1998, the Company reorganized from five operating regions to
two in connection with its restructuring and cost reduction initiatives
announced in February and March 1998. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Company's Form 10-Q/A
dated March 31, 1998. As a result, the Company's operations are now organized
into a Northern and Southern region. The Northern Region is comprised of the
Company's New England, Northeast Pennsylvania and Mid-Atlantic operating
locations. The Mid-Atlantic operating location includes the Company's
Pennsylvania (excluding Northeast Pennsylvania), New Jersey, Maryland and
Delaware branch locations. The Southern Region is comprised of the Company's
Florida and Texas operating locations. Each operating location has an Area Vice
President who reports to the Company's Chief Executive Officer and is
responsible for managing the operations of his respective operating location.
Regional support staff are generally organized by either nursing and related
patient services or other services or products. The Northern and Southern
Regions have Coordinated Care Centers located in Broomall, Pennsylvania and
Largo, Florida, respectively, to coordinate the delivery of the Company's
services and products to patients referred by managed care organizations,
hospitals, physicians, discharge planners and other health care providers.
Management functions, such as professional services oversight, finance, sales
training and support, product development, policy and procedure development, and
management information systems are centralized at the corporate headquarters. As
the Company finalizes implementation of its restructuring plan the organization
of it operations is subject to change. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."    

                                       8
<PAGE>
COORDINATED CARE CENTERS

     The Company's Coordinated Care Centers serve as focal points for managed
care organizations, hospitals, physicians, discharge planners and other health
care providers to arrange for Company services by a Company home care
coordinator.  The home care coordinator facilitates the delivery of the
comprehensive range of services and products to patients referred to the
Company.  After reviewing the referral, the Company's home care coordinator
reviews the patients' medical history, confirms insurance coverage and arranges
for physician-prescribed home health care services and products to be delivered
to the patient.

MANAGEMENT INFORMATION SYSTEMS
 
     The Company maintains several management information systems to support (i)
billing operations for the Company's services and products, including an
integrated clinical database, (ii) accounting and financial operations, and
(iii) data transfer among the Company's branch locations, regional Coordinated
Care Centers, regional offices, and corporate headquarters. Capital expenditures
for management information systems are for maintaining and upgrading existing
operations, enhancing the Company's ability to track clinical data, including
outcomes measurement data, and improving data transfer.
     
     The impact of Year 2000 computer problems on the Medicare and Medicaid
programs, other federal or state health care programs and other third party
payors could affect prompt reimbursement to the Company in the future unless and
until such potential problems are corrected. The Company's major management
information system software programs are vendor-supplied and are scheduled by
the vendors to be Year 2000 compliant by December 31, 1999. Additionally, the
Company has reviewed its management information system hardware and its rental
equipment and has determined that they are Year 2000 compliant. As a result, the
Company expects to be Year 2000 compliant by December 31, 1999 and does not
expect to incur significant costs in attaining compliance. However, there can be
no assurance the Company has adequately assessed or identified all aspects of
its business which may be impacted by Year 2000 issues which may arise after
December 31, 1999. Additionally, there can be no assurance that vendors who
supply the Company's major management information system software will
adequately address and correct any and all Year 2000 issues that may arise prior
to January 1, 2000. A failure by these vendors to be Year 2000 compliant could
significantly impact the Company's ability to bill for its products and services
which would adversely impact the Company's net revenues. The Company has not
developed a contingency plan to address how to handle Year 2000 issues which may
arise if the vendors who supply the Company's major management information
systems software do not meet the Year 2000 compliance deadline. As a result of
the foregoing, there can be no assurance that Year 2000 computer problems which
may impact the Company or its payors will not have a material adverse effect on
the Company's financial condition or results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward Outlook and Risks."    

                                       9
<PAGE>
SALES AND MARKETING
    
     The Company's marketing department provides planning and development,
market research, public and community relations support and educational program
development for all of the Company's branch locations.  As of August 31, 1998,
the Company employed approximately 38 sales representatives whose primary
responsibilities are to generate referrals from managed care organizations,
hospitals, physicians, discharge planners and other health care professionals.
     
     The Company focuses its marketing efforts and sales resources on referral
sources. The Company generates referrals from managed care organizations,
hospitals, physicians, discharge planners and other health care professionals.
The Company offers its referral sources a comprehensive range of products and
services delivered in a coordinated manner, disease management programs for the
treatment of asthma, diabetes and other chronic illnesses, continuing education
seminars, as well as outcome and utilization reports.  The Company has contracts
with numerous managed care organizations, including organizations affiliated
with Humana Health Care Plans, Inc., Aetna/U.S. Healthcare, Inc., Independence
Blue Cross, Keystone Health Plans East and Prudential Health Care Plan, Inc.
 
     During fiscal 1998 the Company terminated relationships with certain
managed care organizations and is in the process of reviewing its managed care
contracts.   As a result, the Company's relationships with its managed care
referral sources may continue to change.  There can be no assurance the Company
will be able to successfully maintain existing referral sources or develop and
maintain new referral sources.  The loss of any significant referral sources or
the failure to develop any new referral sources could have a material adverse
effect on the Company's financial condition or results of operations.  See
"Payor Mix" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Internal Growth," "- Liquidity and Capital Resources"
and "- Forward Outlook and Risks."

     The Vice President of Business Development is responsible for (i) national
managed care contract development, (ii) network management, and (iii) contract
management services.  As a result of the changing home care industry and the
significant growth of managed care, the Company has determined there is a
growing need for the provision of management services and the need to form
strategic alliances with managed care organizations, hospitals, nursing homes,
physician groups and subacute facilities.  However, there can be no assurance
the Company will be able to successfully develop or maintain existing
relationships.  See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Forward Outlook and Risks."
 
COMPETITION

     The home health care industry is highly competitive and includes national,
regional and local providers.  The Company competes with a large number of
companies in all areas in which its branches are located. The Company's
competitors include major national and regional companies, hospital-based
programs, numerous local providers and nursing agencies. Some current and
potential competitors have or may obtain significantly greater financial and
marketing resources than the Company.  Other companies, including managed care

                                       10
<PAGE>
 
organizations, hospitals, physicians, discharge planners and other health care
providers that currently are not serving the home health care market, may become
competitors.  As a result, the Company could encounter increased competition in
the future that may limit its ability to maintain or increase its market share
or otherwise materially adversely affect its financial condition or results of
operations.   The Company believes that the principal competitive factors in the
industry are quality of care, including responsiveness of services and quality
of professional personnel; breadth of services offered; geographic coverage;
cost of services and general reputation with patients, payors and the medical
community, including physicians, hospitals and other health care providers.  See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward Outlook and Risks."

PAYOR MIX
 
     The Company derives substantially all of its net revenues from Medicare,
Medicaid and private payors, which include managed care organizations, including
health maintenance organizations ("HMOs") and preferred provider organizations
("PPOs"), traditional indemnity insurers and third party administrators
("TPAs").   While Medicare is expected to continue to represent a significant
component of net revenues, the Company anticipates net revenues from managed
care organizations will continue to increase.  The following table outlines the
payor mix for the Company's net revenues for the periods presented:

<TABLE>
<CAPTION>
                                    FISCAL YEAR ENDED JUNE 30,
                              ------------------------------------
                                1996          1997          1998
                              --------      --------      --------
<S>                           <C>           <C>           <C>
Medicare                          50.3%         55.5%         51.9%
Medicaid                          11.9           5.8           8.9
Managed care and other            37.8          38.7          39.2
                              --------      --------      --------
           Total                 100.0%        100.0%        100.0%
                              ========      ========      ========
</TABLE>
                                                                               
     Medicare Programs.  A majority of the Company's business is, and is
expected to continue to be, reimbursed by Medicare and Medicaid.  Medicare is a
federally funded health program which provides health insurance coverage for
certain disabled persons and persons age 65 or older. The Medicare program
provides for, under both Medicare Part A and Medicare Part B, certain home
health services furnished by a home health agency under a plan established and
reviewed by a physician, including part-time or intermittent skilled nursing
care; physical, occupational, or speech therapy; medical social services under
the direction of a physician; part-time or intermittent services of a home
health aide; medical supplies (but not drugs or biologicals except for
osteoporosis drugs) and durable medical equipment.  Prior to changes in Medicare
reimbursement resulting from the Budget Act, Medicare Part A (principally
nursing and related patient services) reimbursed the Company on a "cost basis"
based on the lower of the Company's allowable cost, as defined by Medicare
regulations, not to exceed annual cost limits or the Company's actual charges.
Allowable cost is the actual cost directly related to providing home health care
services, plus an overhead allocation. Cost reports evidencing the fiscal year
allowable costs, visit data, charges and other financial information are filed
annually and are subject to audit. Medicare Part B (principally respiratory and
infusion services and

                                       11
<PAGE>
 
durable medical equipment) is paid on a fixed fee-for-service basis similar to 
other third-party payors, such as managed care organizations.

     The Budget Act, enacted by the U.S. Congress ("Congress") in August 1997, 
requires the Health Care Financing Administration "(HCFA"), the department of 
the U.S. Department of Health and Human Services responsible for the rules 
governing Medicare and Medicaid, to initiate the implementation of a prospective
payment system (the "PPS") under both Medicare Part A and Medicare Part B for 
home health agencies by October 1, 1999, with up to a four-year phase-in period.
This implementation deadline may be postponed due to Year 2000 issues HCFA must
address. The Company believes that reimbursement under a PPS system would 
consist of either an established fee for a specific clinical diagnosis or a 
fixed per diem amount for providing service. Implementation of a PPS system for 
hospitals in 1984 generally resulted in lower reimbursement per patient 
admission. However, the reimbursement mechanism was designed to reward 
providers with costs below a specific cost per diagnosis per admission. 
Similarly, to the extent the Company's Medicare cost-reimbursed nursing
agencies' costs to provide services are below reimbursement rates established 
under the PPS, the Company would expect to benefit by being reimbursed amounts 
in excess of their costs. However, the impact of the PPS on the Company's 
results of operations cannot be predicted with any level of certainty as it 
would depend largely upon the rates established under the PPS and the Company's
cost structure at that time.

     Prospective rates determined by HCFA are expected to reflect a 15% 
reduction in cost limits and per-patient limits in place as of September 30, 
1999. For fiscal years 2001 and beyond, the standard payment amount will be 
adjusted by the home health market index established by HCFA. In the event the 
implementation deadline is not met, the reduction will be applied to the 
reimbursement system then in place. The impact of the implementation of the PPS 
on the Company's results of operations cannot be predicted with any certainty at
this time and would depend, to a large extent, on the reimbursement rates for 
home health services established under PPS and the Company's ability to deliver 
its services at a cost below the PPS rates. There can be no assurances that 
such reimbursement rates would cover the costs incurred by the Company to 
provide home health services. See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations - Forward Outlook and Risks." 

     For cost reporting periods beginning on or after October 1, 1997 and until 
the PPS becomes effective, the Budget Act established an interim payment system 
(the "IPS") that provides for the lowering of reimbursement limits for home 
health visits. Cost limit increases for fiscal 1995 and 1996 were eliminated in 
determining the IPS reimbursement limits. In addition, for cost reporting 
periods beginning on or after October 1, 1997, home health agencies cost limits 
are determined as the lesser of (i) their charges, (ii) their actual costs, 
(iii) cost limits based on 105% of median costs of freestanding home health 
agencies, Or (iv) an agency-specific per-patient cost limit, based on 98% of
1994 costs adjusted for inflation and agency-specific and regional cost
differences (a "blended rate," or patient aggregate allowance). The new cost
limits apply to the Company for the cost reporting period beginning July 1,
1998, except for the Company's Medicare cost-reimbursed nursing agency located
in Texas, for which the new cost limits applied for the cost reporting period
which began January 1, 1998.

                                       12
<PAGE>
    
     The implementation of the IPS had a significant impact on reimbursements
received by the Company's Texas Medicare cost-reimbursed nursing agency during
fiscal 1998 and is expected to have a significant impact on reimbursements in
fiscal 1999 to be received by all of the Company's Medicare cost-reimbursed
nursing agencies. The Company's Texas Medicare cost-reimbursed nursing agency
had an aggregate loss from operations of $(1,384,000) for the six-months ended
June 30, 1998 principally as a result of the IPS. In an effort to reduce
operating costs and respond to the reductions in Medicare reimbursement, the
Company implemented a restructuring plan during fiscal 1998. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
     
     Recent legislation introduced in the U.S. Congress ("Congress"), if
enacted, could result in improvements in IPS reimbursement or a moratorium on
IPS until PPS is implemented.  The Company cannot predict the effect that any
legislation, if enacted, would have on the Company's results of operations.

     For cost reporting periods beginning after October 1, 1997, the Budget Act
also requires home health agencies to submit claims for payment for home health
services only on the basis of the geographic location at which the service was
furnished.  HCFA has publicly expressed concern that some home health agencies
are billing for services from administrative offices in locations with higher
per-visit cost limitations than the cost limitations in effect in the geographic
location of the home health agency furnishing the service. The Company does not
expect this provision of the Budget Act to have a material impact on the
Company's financial condition or results of operations.
    
     The Budget Act also provided for a 25% reduction in home oxygen
reimbursement from Medicare effective January 1, 1998 and a further reduction of
5% effective January 1, 1999. Compounding these reductions was a freeze on
consumer price index updates for the next five years. Approximately 5.8% of the
Company's net revenues were derived from reimbursement of oxygen services prior
to this reduction in reimbursement. The reduction in oxygen reimbursement during
fiscal 1998 had an adverse impact on the Company's net revenues. The additional
reduction to be effective January 1, 1999 is also expected to adversely impact
the Company's net revenues and results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations-
Internal Growth" and "- Forward Outlook and Risks."     

     Various other provisions of the Budget Act may also have an impact on the
Company's business and results of operations. The impact of these reimbursement
changes could have a material adverse effect on the Company's financial
condition or results of operations.  In addition to the impact on health care
reimbursement resulting from the Budget Act, other changes have been announced
in a federal policy that may adversely impact the Company's operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward Outlook and Risks - Medicare Reimbursement."

     Medicaid Programs.   Medicaid is a health insurance program, jointly funded
by the federal and state governments, which provides health insurance coverage
for certain financially or medically needy persons regardless of age. Medicaid
benefits supplement Medicare benefits for financially needy persons age 65 or
older.

                                       13
<PAGE>

     In the states in which the Company operates, Medicaid provides
reimbursement for certain home health care services for eligible recipients
primarily on a fee-for-service basis. Services provided by the Company to
Medicaid-eligible recipients, primarily to pediatric patients, are under a
special program established by Medicaid for specific types of patients.
Reimbursement rates for such services generally are higher than otherwise
allowed under the Medicaid programs.

     Reimbursement Payments. Of the Company's eleven Medicare cost-reimbursed
nursing agencies, eight currently receive periodic interim payments ("PIPs")
from Medicare for services provided. PIPs are bi-weekly payments, the amounts of
which are reviewed quarterly to reflect increases or decreases in the volume of
home health services actually provided.  Because PIPs are paid bi-weekly, the
arrangement has a substantially more favorable effect on the Company's cash flow
than other payment arrangements. The Medicare program is scheduled to
discontinue PIPs for home health services concurrent with the implementation of
the PPS.  This change could result in a material adverse effect on the Company's
cash flow.  The Company's remaining Medicare cost-reimbursed nursing agencies
are currently reimbursed on a claims-processed basis. Generally the Company is
paid for these claims within two to six weeks after submission to the
intermediary at rates that reflect the Company's historical costs.  See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward Outlook and Risks."
    
     Reimbursement from Medicare and Medicaid for certain services is subject to
audit and retroactive adjustment. Although the Company has not experienced any
material adverse effects on its financial condition or results of operations
from retroactive adjustments to prior-year cost reports through June 30, 1998,
retroactive adjustments which may occur in the future could have a material
adverse effect on the Company's financial condition or results of operations.

     In addition, the home health care industry is generally characterized by
long collection cycles for accounts receivable due to the complex and time
consuming requirements for obtaining reimbursement from private and governmental
third party payors. At June 30, 1998, approximately 39.2% of the Company's net
revenues were derived from managed care and other non-governmental payors. The
Company is continuing to experience an industry-wide increase in the length of
time required to collect receivables owed by managed care and other payors. A
continuation of the lengthening of the amount of time required to collect
accounts receivable from managed care organizations or other payors could have a
material adverse effect on the Company's financial condition or results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" and "- Forward Outlook
and Risks."     

     Pricing Pressures.  Medicare, Medicaid and other payors, including managed
care organizations and traditional indemnity insurers, are attempting to control
and limit increases in health care costs and, in some cases, are decreasing
reimbursement rates.  While the Company's net revenues from managed care and
other non-governmental payors have increased and are expected to continue to

                                       14
<PAGE>
 
increase, payments per visit from managed care organizations typically have been
lower than cost-based reimbursement from Medicare and reimbursement from other
payors for nursing and related patient services, resulting in reduced
profitability on such services. Other payor and employer groups, including
Medicare, are exerting pricing pressure on home health care providers, resulting
in reduced profitability. Such pricing pressures could have a material adverse
effect on the Company's financial condition or results of operations. See
"Medicare Programs" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Forward Outlook and Risks."

MEDICARE CASE MIX STUDY

     During fiscal 1997, the Company was selected to participate in a study of
Medicare cost-reimbursed nursing agencies (the "Medicare Case Mix Project")
being conducted by HCFA. The Medicare Case Mix Project is a result of HCFA's
commitment to implement the PPS for Medicare cost-reimbursed nursing agencies by
October 1999. See "Payor Mix - Medicare Program."  The study, which commenced
August 1997, will include an eighteen month data collection period concluding on
March 31, 1999, and is expected to determine the extent to which measurable
characteristics of the home health patient, combined with other factors, can be
utilized to predict resource use in Medicare home nursing visits.  The Company
is among 90 Medicare cost-reimbursed nursing agencies selected for the study,
primarily as a result of the Company's utilization data being below the national
averages of comparable home health agencies.

GOVERNMENT REGULATION
    
     Changing Regulatory Environment. The Company's business is subject to
extensive federal, state and local regulation. Political, economic and
regulatory influences are subjecting the health care industry in the United
States to fundamental change. The Company anticipates that Congress and state
legislatures will continue to review and assess alternative health care delivery
and payment systems and will continue to propose and adopt legislation effecting
fundamental changes in the health care delivery system. Changes in the
applicable laws or new interpretations of existing laws may have a dramatic
effect on the definition of permissible or impermissible activities, the
relative cost of doing business, and the methods and amounts of payments for
medical care by both governmental and other payors, any of which could
materially adversely impact the Company. Legislative changes to "balance the
budget" and slow the annual rate of growth of Medicare and Medicaid expenditures
are expected to continue in the future. While the Budget Act has significantly
impacted the home health care industry, including the Company, there can be no
assurance that future legislation or regulatory changes will not have a material
adverse effect on the future operations of the Company. The level of net
revenues and profitability of the Company, like those of other health care
providers, will also be affected by the continuing efforts of other payors to
contain or reduce the costs of health care by lowering reimbursement rates,
slowing payment for services provided, increasing case management review of
services and negotiating reduced contract pricing and capitation arrangements.
See "Payor Mix" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -Forward Outlook and Risks."
     


                                       15
<PAGE>
 
     Certificates of Need, Permits and Licensure. The federal government and all
states regulate various aspects of the home health care industry.  Such laws
include state laws which may impose certificate of need and licensure
requirements on home health care agencies, laws covering the dispensing of drugs
and the operation of pharmacies, as well as laws governing participation in the
Medicare and Medicaid programs.  Federal laws may also require registration with
the Drug Enforcement Administration of the United States Department of Justice
and the satisfaction of certain requirements concerning security, record
keeping, inventory controls, prescription order forms and labeling. The
Company's home health agencies and pharmacies are currently licensed where
required by the applicable federal, state and local laws. In addition, certain
health care practitioners employed by the Company require state licensure and/or
registration and must comply with laws and regulations governing standards of
practice. The Company has obtained all of the necessary certificates of need,
licenses, permits and certification to operate its business from those states in
which it operates. The failure to obtain, renew or maintain any of the required
regulatory approvals or licenses could materially adversely affect the Company's
financial condition or results of operations. Moreover, there can be no
assurance that the Company will be able to obtain any certificates of need,
licenses, permits, and/or other certification which may be required in the
future if the Company expands its operations or laws change to impose additional
requirements or interpretations of existing regulations change. Moreover, any
attempt to obtain additional certificates of need or any other required
approvals will cause the Company to incur certain expenses. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward Outlook and Risks."

     JCAHO Accreditation.   Since 1989, the Joint Commission on Accreditation of
Healthcare Organizations (JCAHO), a nationally-recognized organization that
develops standards for various health care industry segments and monitors
compliance with those standards through voluntary surveys of participating
providers, has accredited home health agencies which voluntarily choose to
obtain such accreditation and which satisfy the applicable standards.  All of
the Company's home health agencies are currently accredited by the JCAHO.  Upon
acquiring companies in existing or new regions which are non-accredited, the
Company may choose to have a particular agency undergo the JCAHO accreditation
process, generally within twelve to eighteen months after acquisition. With the
advent of managed care, the need for objective quality measurements has
increased.  Not all providers have chosen to undergo the accreditation process
because of its expense and time burden. Consequently, the Company has positioned
itself to procure managed care contracts in part because of its choice to
undergo rigorous review of its operations.  See "Strategy."

     Fraud and Abuse and Self-referral Laws.  The home health care industry is
subject to anti-kickback provisions of the federal Medicare and Medicaid Patient
and Program Protection Act of 1987 ("Fraud and Abuse Statute"), which prohibit
the knowing and willful offer, payment, solicitation or receipt of any
remuneration, in cash or in kind, directly or indirectly, as inducement for
referral for items or services which may be paid for in whole or in part under
the Medicare or Medicaid programs, all other federal health care programs and
state health care programs. While the Fraud and Abuse Statute expressly
prohibits transactions that have traditionally had criminal implications, such
as kickbacks, rebates, gifts, free services, bribes or other incentives for
patient referrals, its language has been construed broadly and has not been
limited to such obviously wrongful transactions.  Some court decisions state


                                       16
<PAGE>
 
that, under certain circumstances, the statute is also violated when one purpose
(as opposed to the "primary" or a "material" purpose) of a payment is to induce
referrals. The U.S. Department of Health and Human Services ("HHS") has adopted
regulations creating "safe harbors" from federal criminal and civil penalties
under the Fraud and Abuse Statute by exempting certain types of ownership
interests and other financial arrangements that do not appear to pose a risk of
Medicare and Medicaid program abuse. Transactions covered by the Fraud and Abuse
Statute that do not conform to an applicable safe harbor are not necessarily in
violation of the statute, but the practice may be subject to increased scrutiny
and possible prosecution. The criminal penalty for conviction under the Fraud
and Abuse Statute is a fine of up to $25,000 and/or up to five years
imprisonment. In addition to criminal penalties, administrative (such as
temporary or permanent suspension from the Medicare and Medicaid programs), and
civil monetary penalties may be imposed for violations. Federal enforcement
officials may also attempt to use other federal statutes to punish or prosecute
behavior considered fraudulent or abusive, including the Federal False Claims
Act and the Health Insurance Portability and Accountability Act of 1996. The
Federal False Claims Act provides for penalties of up to $10,000 per claim plus
treble damages and permits private persons to sue on behalf of the government in
qui tam actions. The Health Insurance and Portability and Accountability Act of
1996, which established a whole new category of crimes known as "federal
healthcare offenses" including healthcare fraud, theft or embezzlement, false
statements, obstruction of criminal investigation of healthcare offenses and
money laundering, is expressly applicable to all payors.
    
     The Fraud and Abuse Statute covers other billing practices that are
considered fraudulent (such as presentation of duplicate claims, or claims for
services not actually rendered or for procedures that are more costly than those
actually rendered) or abusive (such as claims presented for services not
medically necessary based upon a misrepresentation of fact), subject to the same
remedies described above. The Health Insurance and Portability and
Accountability Act of 1996 requires HHS to issue binding advisory opinions
through its Office of Inspector General as to whether given practices involve
prohibited payment or solicitation of remuneration in exchange for referrals. A
recent advisory opinion that could affect the Company as a supplier of durable
medical equipment held that a supplier's charge for durable medical equipment
substantially exceeded Medicare's charge for the same equipment. This area may
face closer scrutiny by the government.
     
     On June 3, 1998, HHS issued a federal Medicare regulation, commonly
referred to as the Incentive Program for Fraud and Abuse Information, which will
make citizens who alert Medicare of possible acts of fraud and abuse eligible
for rewards if their information leads directly to the recovery of Medicare
money.  The program will be launched in January 1999 and will reward the
individual reporting the fraud the lesser of 10% of the recovered payment or
$1,000.

     Other recent HCFA actions to combat fraud and abuse in home health care
include increased scrutiny before a provider or supplier's admission into the
Medicare program (agencies are now being asked about whether they have any
"related business interests"), increased scrutiny of claims, increased oversight
of payment procedures (e.g., disallowing agencies to bill for services when they
are not medically necessary), payment reform (IPS, PPS), the development of
future regulations that would require home health agencies to re-enroll in
Medicare every three years and regulations that would allow Medicare to bar
payment to convicted health care felons.


                                       17
<PAGE>
 
     The federal government has increased significantly the financial and human
resources allocated to enforcing the fraud and abuse laws.  In May 1995, the
Clinton Administration instituted Operation Restore Trust ("ORT"), a health care
fraud and abuse initiative focusing on nursing homes, home health care agencies
and durable medical equipment companies located in the five states with the
largest Medicare populations.  The states initially targeted included
California, Florida, Illinois, New York and Texas.  ORT has been responsible for
millions of dollars in civil and criminal restitution, fines, recovery of
overpayments and the exclusion of a number of individuals and corporations from
the Medicare program.  ORT has been expanded to all fifty states, with a
specific concentration on twelve states including Arizona, Colorado, Georgia,
Louisiana, Massachusetts, Missouri, New Jersey, Ohio, Pennsylvania, Tennessee,
Virginia and Washington. Private insurers and various state enforcement agencies
also have increased their scrutiny of health care providers' practices and
claims, particularly in the home health and durable medical equipment areas.

     Additionally, in fiscal 1997, HCFA implemented "Wedge Surveys" in at least
13 states, including Connecticut, Florida, Tennessee, Illinois, Indiana,
Massachusetts, Minnesota, Ohio, Oklahoma, Texas, Utah, Virginia and Wyoming.  In
these surveys, HCFA completes ORT-type surveys on a much smaller scale.
Generally, HCFA reviews a small, limited number of claims over a two-month
period and extrapolates the percentage which it finds was paid in error to all
claims paid for the period under review. Assuming the reviewer uncovered nothing
significant, the home health agency then has the option to repay the amount
determined by HCFA or undergo a broader review of its claims.  If the survey
uncovers significant problems, the matter may be referred for further review.

     The federal government has enacted the so-called "Stark Law," which
generally prohibits physicians from referring patients for clinical laboratory
services which may be paid for in whole or in part by the Medicare or Medicaid
programs to entities in which they have a financial relationship.  The Stark Law
was broadly expanded by "Stark II," which provides that where a physician has a
"financial relationship" with a provider of "designated health services" and
other health services (including, among other things, the provision of
parenteral and enteral nutrients, equipment and supplies, home health services,
ultrasound services, and durable medical equipment, which are products and
services, provided by the Company), the physician will be prohibited from making
a referral to the health care provider and the provider will be prohibited from
billing for the designated health service for which Medicare or Medicaid payment
would otherwise be made. Certain exceptions are available under Stark II, which
may or may not be available to the Company for arrangements in which the Company
may be involved.  Submission of a claim that a provider knows or should know is
for services for which payment is prohibited under the Stark II could result in
refunds of any amounts billed, civil money penalties of not more than $15,000
for each such service billed, and possible exclusion from the Medicare and
Medicaid programs. Moreover, Medicare regulations contain additional specific
self-referral restrictions for a physician with an ownership interest in a home
health agency.  It is the Company's policy to monitor its compliance with
Medicare and Medicaid laws and regulations and Stark II, generally, and to take
appropriate actions to ensure such compliance.


                                       18
<PAGE>
 
     Many states have adopted statutes and regulations, which vary from state to
state, prohibiting provider referrals to an entity in which the provider has a
financial interest or other financial arrangement including direct or indirect
remuneration and fee-splitting.  Sanctions for violation of these state
restrictions may include loss of licensure, civil and criminal penalties and
program exclusion.  Certain states, including Pennsylvania, also require health
care practitioners to disclose to patients any financial relationship with a
provider and advise patients of the availability of alternative providers.

     While the Company believes that it is in material compliance with the fraud
and abuse and self-referral laws, there can be no assurance that the practices
of the Company, if reviewed, would be found to be in full compliance with such
requirements, as such requirements ultimately may be interpreted. It is the
Company's policy to monitor its compliance with such requirements and to take
appropriate actions to ensure such compliance.  During fiscal 1998, the Company
implemented an internal Compliance Program. See "Compliance Program" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -Forward Outlook and Risks." Although the Company does not believe it
has violated any fraud and abuse and self-referral laws, there can be no
assurance that future related legislation, either health care or budgetary,
related regulatory changes or interpretations of such regulations, will not have
a material adverse effect on the future operations of the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward Outlook and Risks."

COMPLIANCE PROGRAM

     In August, 1998, HHS issued compliance program guidance for home health
agencies.  The guidance encourages home health agencies to develop effective
internal controls that promote adherence to applicable federal and state law and
program requirements of federal, state and private health plans.  The absence of
a compliance program or an incomplete or ineffective compliance program may not
be regarded favorably by HHS and could negatively affect government audits,
investigations, and/or inspections. During fiscal 1998, the Company implemented
an internal compliance program (the "Compliance Program").  Although management
believes the Compliance Program will be effective and will assist the Company in
monitoring and enhancing the effectiveness of its internal controls, there can
be no assurance that the Compliance Program will identify all potential
compliance issues or that as drafted it will be viewed as complete or effective
under audit or inspection by third party payors.  See "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Forward Outlook
and Risks."

EMPLOYEES

     The retention of qualified employees is a high priority for the Company. As
of June 30, 1998, the Company employed approximately 1,054 full- and part-time
employees.  In addition, the Company maintains registries of approximately 2,015
licensed nurses, therapists, home health aides and other home health care
providers available for staffing assignments on a temporary basis.  Management
believes that the Company's employee relations are good.  The Company's
employees are not represented by a labor union.

                                       19
<PAGE>
 
INSURANCE

     The Company maintains a commercial general liability policy which includes
product liability coverage on the durable medical equipment that it sells or
rents with both per-occurrence and annual aggregate coverage limits of $1.0
million and $3.0 million, respectively.  In addition, the Company has an
umbrella liability or "excess" policy with a single limit of $10.0 million for
any one occurrence in excess of certain minimum amounts. The umbrella policy
excludes professional liability. The Company maintains a health care agency
professional liability insurance policy with limits of $4.0 million per
occurrence and an annual aggregate limit of $6.0 million. Health care
professionals with whom the Company has contracted must provide evidence that
they carry at least $1.0 million of insurance coverage, although there is no
assurance that such providers will continue to do so, or that such insurance is,
or will continue to be, adequate or available to protect the Company, or that
the Company will not have liability independent of that of such providers and/or
their insurance coverage.  While the Company believes that it has adequate
insurance coverage, there can be no assurance that any such insurance will be
sufficient to cover any judgments, settlements or costs relating to any pending
or future legal proceedings (including any related judgments, settlements or
costs) or that any such insurance will be available to the Company in the future
on satisfactory terms, if at all. Any judgments, settlements or costs relating
to pending or future legal proceedings which are not covered by insurance could
have a material adverse effect on the Company's results of operations or
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Forward Outlook and Risks."

ITEM 2.  PROPERTIES

     The Company leases its corporate office in King of Prussia, Pennsylvania as
well as its 44 branch offices located in nine states. The corporate office is
approximately 16,000 square feet with a remaining lease term through calendar
1999. The Company's branch offices, which are leased, vary in size and in the
aggregate constitute 254,000 square feet of space.  The Company's branch offices
range in size from 1,200 to 26,000 square feet.  The Company's leases for its
offices have recurring lease terms which range from month-to-month to six years,
in most cases with options to renew.  Management decreased the number of branch
offices during fiscal 1998 in connection with its restructuring and cost
reduction initiatives. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Management believes that the leased
properties are adequate for its present needs and that suitable additional or
replacement space will be available as required.

ITEM 3.  LEGAL PROCEEDINGS
    
     On February 19, 1998, a shareholder commenced litigation against the
Company and certain named officers of the Company.  In the lawsuit, entitled
Koenig v. Feldman, et al. which was filed in the United States District Court
for the Eastern District of Pennsylvania, the plaintiff alleges that the
defendants, in violation of federal securities laws, engaged in a scheme to
artificially inflate and maintain the market price of the Company's common stock
by, among other things, making false and misleading statements or failing to
disclose material facts in documents filed with the Securities and Exchange
     

                                       20
<PAGE>
 
    
Commission or in press releases issued by the Company, particularly with respect
to the Company's efforts to obtain timely payment for the Company's products and
services and the Company's termination of business with certain managed care
companies. The plaintiff, who filed the lawsuit on behalf of himself and all
others similarly situated, seeks relief consisting of unspecified money damages
and certification of the lawsuit as a class action on behalf of all persons who
purchased the Company's common stock between September 3, 1997 and February 16,
1998. The Company believes that the lawsuit is without merit and is vigorously
defending itself. A motion filed by the Company to dismiss the lawsuit is
currently pending with the court.

     On June 8, 1998, Joseph Falkson, Susan Falkson, Michael Falkson and Peter
Falkson, beneficial owners of more than 5% of the Company's common stock,
commenced litigation against the Company and certain named officers of the
Company. This lawsuit, entitled Falkson, et al. v. Home Health Corporation of
America, Inc., et al., was filed in U.S. District Court for the District of
Massachusetts. Among other claims, the plaintiffs allege that delays in the
issuance and registration of shares pursuant to a formula in a Subscription
Agreement between the Company and the plaintiffs, who are former owners of a
business acquired by the Company, has resulted in damages, including a loss in
excess of $1 million. The claims are for breach of contract, breach of good
faith and fair dealing, misrepresentation, fraudulent inducement and violation
of the Massachusetts Unfair and Deceptive Trade Practices Act. As relief, the
plaintiffs seek specific performance of the Subscription Agreement,
consequential damages in an unspecified amount resulting from the alleged
breaches, a declaratory judgment, punitive damages for the fraud based claims
and an award of costs and attorneys fees. The Company intends to vigorously
defend against these claims, and filed a motion to dismiss or alternatively to
transfer the action, which was recently denied by the Court. The Company is
continuing to defend itself vigorously.
     
     The Company is also a party to certain legal actions arising in the
ordinary course of business.

     While the Company believes it has adequate legal defenses and/or insurance
coverage for the above actions, there can be no assurance of favorable outcomes
regarding these legal actions or that recovery of any insurance proceeds will be
sufficient to cover any judgments, settlements or costs relating to any pending
or future legal proceedings. Additionally, any judgments, settlements or costs
relating to pending or future legal proceedings which are not covered by
insurance could have a material adverse effect on the Company's results of
operations or financial condition. See "Management's Discussion and Analysis -
Forward Outlook and Risks."
    
     Certain former owners of businesses acquired by the Company have commenced
or threatened legal proceedings against the Company for non-payment of certain
amounts in connection with the acquisitions, payment of which is currently
prohibited by the Credit Facility. Amounts due to former owners aggregated $3.8
million at June 30, 1998, excluding related interest. The payment of certain of
these amounts are subordinate to the rights of the senior lenders under the
Credit Facility and, as such, certain of the former owners are not permitted
under the related subordination agreements to demand payment from the Company
until all
     
                                       21
<PAGE>
 
    
amounts outstanding under the Credit Facility have been repaid. The Company is
required by the Credit Facility to use its best efforts to convert these amounts
to equity. As a result of approximately $3.5 million of these amounts being
subordinated to the rights of the senior lenders, the Company believes the
ultimate outcome of these pending or threatened legal proceedings will not have
a material adverse effect on the Company's financial condition or results of
operations.    

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1998, through the solicitation of proxies or otherwise.
 

                                      22
<PAGE>
 
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock is traded on the Nasdaq National Market under
the symbol "HHCA."  The following table sets forth the quarterly range of high
and low sales prices of the common stock on the Nasdaq National Market for each
quarter in fiscal 1998 and 1997:
 
<TABLE>
<CAPTION>
     QUARTER ENDED            HIGH                   LOW
-------------------         ---------              ---------
<S>                        <C>                    <C>
June 30, 1998                 $ 4.19                 $2.25
March 31, 1998                 11.31                  2.75
December 31, 1997              13.63                  8.38
September 30, 1997             13.38                  9.50
                       
June 30, 1997                  11.13                  8.38
March 31, 1997                 13.13                  9.81
December 31, 1996              13.00                  9.75
September 30, 1996             13.88                  9.13
</TABLE>
                                                                               
     As of August 31, 1998, there were 9,765,764 shares of common stock
outstanding and approximately 163 stockholders of record of common stock.  The
number of stockholders of record does not include an indeterminate number of
stockholders whose shares are held by brokers in "street name."   Management
believes there are in excess of 400 beneficial stockholders of the Company's
common stock.
    
     The Company has never declared or paid cash dividends on its common stock.
The Company currently intends to retain any future earnings for funding growth
and, therefore, does not anticipate paying any cash dividends in the foreseeable
future. In addition, the Credit Facility does not permit the payment of cash
dividends on the Company's common stock.
     
                                       23
<PAGE>
 
ITEM 6.  SELECTED FINANCIAL DATA
    
     The selected consolidated financial data set forth below as of June 30,
1997 and 1998, and for each of the years in the three-year period ended June 30,
1998, have been derived from the Company's consolidated financial statements,
which were audited by PricewaterhouseCoopers LLP, independent accountants, and
included herein. The selected consolidated data set forth below as of June 30,
1994, 1995 and 1996 and for the fiscal years ended June 30, 1994 and 1995 have
been derived from the Company's consolidated financial statements, as restated
for a merger (see Note 3, Pooling of Interests, to the Company's consolidated
financial statements), which are not included in this report. Income (loss) for
the periods ended June 30, 1996, 1997 and 1998 include certain merger and other
nonrecurring items, including a writedown of goodwill and restructuring charges
in fiscal 1998 aggregating $28.7 million. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The following, data
should be read in conjunction with the Company's consolidated financial
statements and notes thereto, and other financial information included herein.

<TABLE>
<CAPTION>
                                                                      FISCAL YEAR ENDED JUNE 30,
                                           ---------------------------------------------------------------------------
                                             1994            1995             1996             1997            1998
                                           ---------       ---------       ----------      -----------      ----------
                                                              (in thousands, except per share data)                        
<S>                                      <C>           <C>             <C>                 <C>               <C> 
CONSOLIDATED STATEMENT OF OPERATIONS           
  DATA:                                                                                                      
Net revenues                                 $46,706         $64,149          $95,878         $150,232        $174,335
Income (loss) before income taxes                957           1,551            5,690            5,001         (29,164)
Income (loss) before extraordinary                                                                         
 item and cumulative effect of change                                                                      
 in accounting principle (1)                     311             758            3,294            2,814         (24,848)
Net income (loss)                            $   555         $   758          $ 2,133         $  2,814        $(24,848)
                                           =========       =========       ==========      ===========      ========== 

Basic per share data:
 Earnings (loss) per share before
  extraordinary item and cumulative
  effect of change in accounting
  principle                                    $0.06           $0.17            $0.37            $0.33          $(2.67)
 Extraordinary (loss) and cumulative
  effect of change in accounting
  principle (1)                                 0.07             -              (0.18)              -               -
                                           ---------       ---------       ----------      -----------      ----------
 Earnings (loss) per share                     $0.13           $0.17            $0.19            $0.33          $(2.67)
                                           =========       =========       ==========      ===========      ========== 

Diluted per share data:
 Earnings (loss) per share before
  extraordinary item and cumulative
  effect of change in accounting
  principle                                    $0.06           $0.17            $0.36            $0.32          $(2.67)
 Extraordinary (loss) and cumulative
  effect of change in accounting
  principle (1)                                 0.07             -              (0.18)              -               -
                                           ---------       ---------       ----------      -----------      ----------
 Earnings (loss) per share                     $0.13           $0.17            $0.18            $0.32          $(2.67)
                                           =========       =========       ==========      ===========      ========== 
</TABLE> 
     
                                       24
<PAGE>
 
    
<TABLE> 
                                                                            JUNE 30,                       
                                           ---------------------------------------------------------------------------
                                             1994            1995             1996             1997            1998
                                           ---------       ---------       ----------      -----------      ----------
                                                                         (in thousands)                    
<S>                                      <C>           <C>             <C>                 <C>               <C> 
CONSOLIDATED BALANCE SHEET DATA:                                                                           
Working capital                              $11,201         $12,059          $20,346         $ 43,204        $ 48,382
Total assets                                  20,745          34,572           69,975          153,263         136,839
Long-term debt and capital lease                                                                           
 obligations, less current portion             7,664          14,264           16,287           78,793          85,311
Redeemable stock                               2,991           3,555            1,744                -               -
Total stockholders' equity                   $ 3,275         $ 4,938          $37,648         $ 50,572        $ 26,093
</TABLE>
      
     
(1) The fiscal year ended June 30, 1994 included $244,000 resulting from the 
cumulative effect of a change in accounting principle in connection with the 
implementation of Statement of Financial Accounting Standard No. 109, 
"Accounting for Income Taxes." The fiscal year ended June 30, 1996 included an 
extraordinary loss aggregating $1.2 million in connection with the early 
extinguishment of indebtedness. See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" for further discussion of the 
extraordinary loss.     

                                       25
<PAGE>
 
    
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
                                                                               
GENERAL

     The Company is a provider of comprehensive home health care services and
products, delivering nursing and related patient services, respiratory therapy,
infusion therapy and durable medical equipment. Net revenues are derived from
the provision of these services and products. Patient care costs are comprised
of salaries and related benefits for patient care personnel, cost of sales for
durable medical equipment and supplies and depreciation on equipment held for
rental. General and administrative expenses are comprised of administrative and
support staff salaries and benefits, occupancy and other operating costs. The
provision for doubtful accounts consists principally of an estimate of net
revenues that may prove to be uncollectible. Amortization expense includes the
amortization of goodwill and other intangible assets.

RESTRUCTURING INITIATIVES

     The Company's business is impacted by extensive political, economic and
regulatory influences, which continue to subject the health care industry in the
United States to fundamental change. During fiscal 1998, significant changes to
the Medicare system of reimbursement were enacted in connection with the Budget
Act. See "Business - Payor Mix." The implementation of the IPS for the Company's
Medicare cost-reimbursed nursing agencies and reductions in Medicare oxygen
services reimbursement rates which resulted from the Budget Act have had and are
expected to continue to have an adverse impact on the Company's current and
future operations. The Company's Texas Medicare cost-reimbursed nursing agency
had an aggregate loss from operations of $(1,384,000) for the six- months ended
June 30, 1998 principally as a result of the implementation of the IPS effective
January 1, 1998. Approximately 5.8% of the Company's net revenues were derived
from reimbursement of oxygen services prior to the reduction in reimbursement
under the Budget Act. Recent legislation introduced into the U.S. Congress, if
enacted, could result in additional changes in the system of Medicare
reimbursement. The uncertainty of the outcome of additional legislative and
regulatory     
 
     
changes facing the industry have had a significant impact on the industry. See
"Business - Industry Overview," " - Payor Mix" and " - Government Regulation."

     In an effort to reduce operating costs and respond to the above reductions
in Medicare reimbursement, the Company implemented a restructuring plan during
the third and fourth quarters of fiscal 1998. This plan, which included cost
reduction and office consolidation initiatives, as well as management's
assessment of the continuing value of goodwill under the changing reimbursement
environment, resulted in pre-tax accounting charges aggregating $28.7 million
during fiscal 1998 which were comprised of a writedown of goodwill of $23.5
million and restructuring costs of $5.2 million.
 
     The writedown of goodwill was required based upon the estimated impact of
the announced reductions in Medicare oxygen reimbursement and the expected
impact of the IPS on the Company's continuing operations.  The writedown was
comprised of $9.0 million related to certain durable medical equipment,
     
                                       26
<PAGE>
 
    
respiratory therapy, and infusion therapy companies and $14.5 million related to
certain Medicare cost-reimbursed nursing agencies. The writedown of goodwill is 
expected to result in an annual reduction in amortization expense from fiscal
1998 of approximately $400,000.
 
     The restructuring costs of $5.2 million were principally comprised of (i)
the closure and consolidation of certain branch locations, including the accrual
of estimated facility exit costs and future lease costs, the write-off of
leasehold improvements and other exit costs; and (ii) estimated employee
severance costs in connection with the related termination of employees,
including certain former owners of businesses acquired. See "Fiscal 1998
Compared with Fiscal 1997 - Merger and other nonrecurring expenses" and Note 2
to the fiscal 1998 consolidated financial statements included herein. The
restructuring initiatives are expected to result in aggregate annual savings of
between $7.0 million to $9.0 million in patient care costs and general and
administrative expenses. The initial impact of these cost reductions was 
experienced by the Company during the third quarter of fiscal 1998. The full
impact of these cost reductions is expected to be experienced by the Company
during the second quarter of fiscal 1999.

     Estimated employee severence costs accrued and charged to expense during
fiscal 1998 in connection with the restructuring aggregated $2.7 million. This
severence included approximately 205 employees, comprised principally of general
and administrative employees and caregivers. Severence costs paid and charged
against the severence accrual aggregated $905,000 through June 30, 1998.
Approximately 161 employees included in the severence accrual were severed by
June 30, 1998. The remainder of the employee reductions are expected to occur
during the first and second quarters of fiscal 1999. Approximately $1.7 million
of the severence costs remaining at June 30, 1998 are payable over periods of up
to two years in accordance with the Company's contractual obligations under 
involuntary termination clauses of certain employment agreements.

     Although the restructuring plan is expected to reduce costs, there can be
no assurance the Company will be able to achieve the expected cost savings or
synergies from the closing or consolidation of offices and other restructuring
efforts or will be able to reduce costs without negatively impacting operations.
In addition, while the Company has developed and implemented the restructuring
initiatives in response to the adverse impact on the Company of the
implementation of provisions of the Budget Act, the Company cannot predict
whether the cost reductions it implemented will be sufficient to offset the
reductions in net revenues expected from the impact of the Budget Act. See
"Forward Outlook and Risks."
     

                                       27
<PAGE>
 
NET REVENUES

     The following table shows the percentage of net revenues represented by
each of the Company's services for the periods presented:
<TABLE>
<CAPTION>
                                                  FISCAL YEAR ENDED JUNE 30,
                                               -------------------------------
                                                1996         1997        1998
                                               ------       ------      ------
<S>                                           <C>         <C>          <C>
Nursing and related patient services:                                   
    Medicare                                     37.4%        41.9%       41.2%
    Non-Medicare                                 22.6         22.2        25.1
                                               ------       ------      ------
                                                 60.0         64.1        66.3
   Respiratory therapy                           17.8         18.1        15.2
   Infusion therapy                              14.0          8.4         7.0
   Durable medical equipment                      8.2          9.4        11.5
                                               ------       ------      ------
            Total                               100.0%       100.0%      100.0%
                                               ======       ======      ======
</TABLE>

     Since the end of fiscal 1995, service mix has fluctuated primarily as a
result of companies 
 
acquired. During fiscal 1997 and 1998, nursing and related patient services
increased as a percentage of total net revenues, principally as a result of the
acquisition of two significant Medicare nursing and related patient service
companies in the Texas and New England regions during fiscal 1997.

     The following table sets forth the visits and hours for nursing and related
patient services for the periods presented:

<TABLE>
<CAPTION>
                                                   FISCAL YEAR ENDED JUNE 30,
                                               ---------------------------------
                                                 1996         1997        1998
                                               --------     --------     -------
<S>                                          <C>           <C>          <C>
Medicare nursing visits                         434,000      873,000     936,000
   Non-Medicare nursing services:
     Hours                                      438,000      980,000   1,231,000
     Visits                                     120,000      173,000     230,000
</TABLE>
                                                                               
     The significant growth in Medicare nursing visits and non-Medicare nursing
hours and visits in fiscal 1997 and 1998 is a result of the acquisition during
fiscal 1997 of two Medicare and non-Medicare nursing and related patient service
companies in the Texas and New England regions, as well as other nursing
acquisitions during fiscal 1997, increased referrals, and effective cross-
selling of nursing services through the Company's other services. See
"Acquisitions" and "Internal Growth."

     Respiratory therapy, infusion therapy and durable medical equipment net
revenues increased to $53.9 million in fiscal 1997 from $38.4 million in fiscal
1996, as a result of acquisitions, increased referrals and effective cross-
selling of these services to the Company's nursing patients. Respiratory
therapy, infusion therapy and durable medical equipment net revenues increased
to $58.8 million in fiscal 1998 from fiscal 1997, as a result of a full year of
operations of companies acquired during fiscal 1997, increased referrals and
effective cross-selling of these services to the Company's nursing patients.
 
                                       28
<PAGE>
 
Respiratory therapy net revenues were also impacted by the reductions in
Medicare oxygen reimbursement during fiscal 1998.  See "Acquisitions" and
"Internal Growth."

ACQUISITIONS
    
     While the Company completed fourteen acquisitions in both existing and new
markets between fiscal 1996 and 1997, it completed no acquisitions during fiscal
1998. As a result of the uncertainty of the outcome of additional legislative
and regulatory changes in the system of Medicare reimbursement, the Company has
slowed its growth through acquisition. In addition, the Company is not permitted
to engage in acquisitions without the prior written consent of the senior
lenders under the Credit Facility. Additionally, the Company was notified on
November 5, 1998 by its senior lenders that an event of default had occurred
under the Credit Facility. See "Liquidity and Capital Resources." Management
believes that as Medicare legislative and regulatory changes and managed care
and other competitive pressures continue to arise, the home health care industry
will continue to consolidate. See "Business -Industry Overview," " - Payor Mix"
and " - Government Regulation." The Company believes it will be positioned to
execute its acquisition strategy once Medicare reimbursement regulation
uncertainties and the Company's capital constraint issues are resolved. See
"Forward Outlook and Risks" and "Liquidity and Capital Resources."     
    
     During fiscal 1996, the Company expanded its operations into the Tampa/St.
Petersburg, Florida market with four acquisitions which included nursing and
related patient services, durable medical equipment and respiratory services.
During fiscal 1997, the Company entered the Texas and New England regions with
five acquisitions, expanding its operations into Texas, Massachusetts, New
Hampshire, Rhode Island and Maine. Additionally, during fiscal 1997, the Company
expanded its ongoing operations in Pennsylvania, New Jersey, Maryland and the
Tampa/St. Petersburg, Florida market with five acquisitions, and also expanded
into Illinois as a result of a merger transaction. The acquisitions in fiscal
1997 included nursing and related patient services, infusion therapy, durable
medical equipment and respiratory services. The merger was accounted for as a
pooling of interests with the remaining acquisitions accounted for as purchases.
Under the purchase method, the results of operations from acquisitions were
included in the Company's results of operations from the dates of acquisition,
which occurred at various times during those fiscal years. Accordingly, the
operating results for any fiscal year are not necessarily comparable with the
results for any past or future fiscal year. The purchase price for companies
acquired under the purchase method is allocated to net identifiable assets,
principally accounts receivable, fixed assets and inventory, with any excess
allocated to goodwill and other intangible assets.      

        The Company paid a portion of the consideration for its acquisitions by
issuing promissory notes that at June 30, 1998 aggregated $3.0 million. In
addition, the Company could be required to make certain additional payments to
former owners of businesses acquired in prior periods if certain earnout targets
are achieved. During fiscal 1998, the Company paid $1.8 million in such earnout
consideration. During fiscal 1998 the Company issued 579,901 additional shares
in connection with an acquisition completed in fiscal 1997. Amounts required to
     

                                      29
<PAGE>
 
    
be paid in cash during fiscal 1999 as earnout consideration for non-Medicare
nursing and related patient services and infusion therapy services companies
acquired during prior periods approximates $2.1 million. The Company may also be
required to pay up to $2.1 million in the form of the Company's common stock to
certain former owners through fiscal 2000 if earnout targets are met. Pursuant
to the terms of the Credit Facility, the Company is prohibited from making any
of these payments to the former owners of businesses described above. As of June
30, 1998 amounts owed to these former owners aggregated $3.8 million. As of June
30, 1998, the Company was in default on $639,000 of these amounts. Certain of
these former owners have commenced or threatened legal proceedings against the
Company for non-payment of these amounts. See "Item 3 Legal Proceedings,"
"Liquidity and Capital Resources" and Note 5 to the fiscal 1998 consolidated
financial statements, included herein.

     The former owners of a business acquired by the Company in fiscal 1997
commenced litigation against the Company during the fourth quarter of fiscal
1998 for nonperformance under certain provisions of the acquisition documents.
The Company intends to vigorously defend against these claims, and has filed a
motion to dismiss or alternatively to transfer the action, which is presently
pending with the court. See "Item 3 - Legal Proceedings."

     During September 1997 the Company entered into a definitive agreement for
the acquisition through merger of U.S. HomeCare Corporation ("USHO"). During
February 1998, the Company and USHO agreed to the termination of the proposed
merger. Deferred acquisition costs of $1.2 million associated with this
proposed merger were written-off during fiscal 1998 and are included in merger
and other nonrecurring expenses in the fiscal 1998 consolidated statement of
operations, included herein.
 
INTERNAL GROWTH
 
     Excluding the impact of acquisitions on net revenues, the Company
experienced growth in net revenues of 4% during fiscal 1998, compared to 16%
during fiscal 1997. This internal growth was comprised of an increase of 6.2%,
or $2.8 million, in same-branch Medicare cost-reimbursed nursing and related
patient service net revenues and an increase of 18.0%, or $5.1 million, in same-
branch net revenues for non-Medicare nursing services, offset by a decrease of
(9.5%) or ($3,645,000) in same-branch product net revenues (durable medical
equipment and respiratory and infusion therapy services).

     The increase in net revenues relating to Medicare cost-reimbursed nursing
and related patient services resulted from a (0.5%) decrease in visits at same-
branch Medicare cost-reimbursed nursing branches offset by increased costs
incurred by these branches resulting in additional cost reimbursement.  The
increase in non-Medicare nursing services net revenue resulted from 9% and 33%
increases in hourly and visit volume, respectively, from same-branch non-
Medicare nursing branches, primarily as a result of effective cross-selling of
these nursing services to the Company's product patients and increased patient
referrals.

     The decrease in product net revenues was due principally to the reductions
in Medicare oxygen reimbursement, which were effective January 1, 1998, as well
     
                                       30
<PAGE>
 
    
as various other factors such as the Company ceasing to provide services and
products to selected managed care companies due to their protracted payment
terms, a reduction in reimbursement rates by certain managed care companies, the
Company choosing not to renew certain contracts with managed care companies that
were attempting to impose rate reductions and a decline in cross-selling of
these products and services to the Company's nursing patients during the
transition to certain of the Company's regional Coordinated Care Centers during
the second quarter of fiscal 1998.
 
     The Company may continue to experience a decrease in its internal growth
rate related to respiratory therapy services as a result of the reductions on
January 1, 1998 and 1999 in Medicare reimbursement for oxygen services.
Additionally, the Company may also experience a decrease in the internal growth
rate for its Medicare cost-reimbursed nursing agencies when they become subject
to the IPS. See "Business - Payor Mix." In addition, if the Company is unable to
negotiate rate increases under certain managed care contracts and as managed
care organizations and other payors continue to exert pricing pressure on the
Company and other home health care providers, the Company may continue to
experience a decrease in its internal growth rate. See "Business - Payor Mix"
and "- Government Regulation." Because of matters discussed herein that may be
beyond the control of the Company, there can be no assurance that the Company
can increase or maintain the internal growth rates at levels experienced in
previous periods. See "Forward Outlook and Risks."     
 
RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, selected
financial information expressed as a percentage of net revenues:
<TABLE>
<CAPTION>
                                                        Fiscal year ended June 30,
                                                   -------------------------------------
                                                     1996         1997            1998
                                                   -------      --------         -------
<S>                                               <C>          <C>              <C>
Net revenues                                         100.0%          100%          100.0%
Operating costs and expenses:                                              
   Patient care                                       48.2          47.8            47.4
   General and administrative                         37.7          36.1            40.6
   Provision for doubtful accounts                     3.6           5.6             4.2
   Depreciation                                        0.9           1.0             1.4
   Amortization                                        1.1           1.6             1.6
   Interest, net                                       1.6           2.6             4.3
   Merger and other nonrecurring                       1.0           2.0             3.7
   Writedown of goodwill                                 -             -            13.5
                                                   -------      --------         -------
Income (loss) from operations                          5.9           3.3           (16.7)
   Income tax provision (benefit)                      2.5           1.4            (2.5)
                                                   -------      --------         -------
Income (loss) before extraordinary item                3.4           1.9           (14.2)
   Extraordinary item                                  1.2             -               -
                                                   -------      --------         -------
Net income (loss)                                      2.2%          1.9%          (14.2)%
                                                   =======      ========         ======= 
</TABLE>

  FISCAL 1998 COMPARED WITH FISCAL 1997
     
     Net revenues.  In fiscal 1998, net revenues increased to $174.3 million.
     

                                       31
<PAGE>
 
     
This represented an increase of $24.1 million, or 16%, over fiscal 1997. Of this
increase, $19.8 million, or 54%, was attributable to acquisitions completed
during fiscal 1997. The balance of the increase was due to internal growth of
4%, or $4.3 million. See "Internal Growth." Net revenues from nursing and
related patient services increased from $75.0 million in fiscal 1997 to $83.0
million in fiscal 1998, an 11% increase. The increase in Medicare nursing and
related patient services net revenues resulted from increased visits,
principally as a result of a full year of operations from acquisitions
consummated during fiscal 1997, and increased costs resulting in additional cost
reimbursement, offset by the decrease in net revenues resulting from
implementation of the IPS in the Texas Region effective January 1, 1998. Total
Medicare nursing visits increased 7% to 936,000 visits for fiscal 1998. Total
non-Medicare nursing hourly and visit volume increased 26% and 33%,
respectively, to 1,231,000 hours and 230,000 visits, respectively, for fiscal
1998. A full year of operations from acquisitions consummated during fiscal
1997, effective cross-selling of these nursing services to the Company's product
patients and increased referrals contributed to these volume increases. Product
net revenues increased $4.9 million, or 9.0%, to $58.8 million for fiscal 1998,
from $53.9 million for fiscal 1997 as a result of increased referrals and
effective cross-selling of infusion therapy services to the Company's nursing
patients. This increase was comprised of an increase of $8.5 million in net
revenues for fiscal 1998 attributable to a full year of operations from
acquisitions consummated during fiscal 1997, offset by a decrease of $3.6
million in net revenues for same-branch operations due to various factors
discussed under "Internal Growth." Managed care organizations and other payors
accounted for 38.7% and 39.2% of the Company's net revenues in fiscal 1997 and
1998, respectively. The Company expects revenues from managed care and other 
non-governmental payors to continue to increase. See "Business - Payor Mix" and
"Forward Outlook and Risks."    

    Patient care. In fiscal 1998, patient care costs increased to $82.7
million. This represented an increase of $10.9 million, or 15.2%, over fiscal
1997.  This increase was principally related to the increases in net revenues.
Patient care costs decreased as a percentage of net revenues from 47.8% to
47.4%. Patient care costs as a percentage of net revenues are impacted by
numerous variables, many of which are beyond the control of the Company.  The
Company may be able to reduce patient care costs as a percentage of net revenues
as a result of its cost reduction initiatives and the termination or non-renewal
by the Company of contracts with managed care companies that are marginally
profitable, provided the Company's net revenues increase.  The ability of the
Company to increase net revenues in the future will be impacted by the
reductions in Medicare oxygen reimbursement on January 1, 1998 and 1999, the
continuing pressure by managed care payors to reduce their reimbursement to the
Company for the Company's products and services and the lower IPS cost limits
effective January 1, 1998 for the Company's Texas Medicare cost-reimbursed
nursing agency and July 1, 1998 for the Company's other Medicare cost-reimbursed
nursing agencies.  See "Restructuring Initiatives," "Internal Growth" and "Net
Revenues."
 
     General and administrative. In fiscal 1998, general and administrative
expenses increased to $70.8 million.  This represented an increase of  $16.6
million, or 31%, over fiscal 1997. General and administrative expenses increased
as a percentage of net revenues from 36.1% to 40.6%. Of these increases, costs
of $9.2 million were related to a full year of operations included in fiscal 
1998 related to acquisitions completed during the third and fourth quarters of

                                       32
<PAGE>
 
fiscal 1997, with the remainder principally resulting from infrastructure
enhancements implemented by the Company prior to adoption by the Company of its
restructuring plan, including costs related to an increase in staffing in
certain departments, costs related to implementation of the Company's regional
Coordinated Care Centers and increased costs for insurance, telecommunications
and other operating expenses. The Company may be able to reduce general and
administrative expenses as a percentage of net revenues as a result of its cost
reduction and office consolidation initiatives. See "Restructuring Initiatives."
 
     Provision for doubtful accounts. In fiscal 1998, the provision for doubtful
accounts decreased to $7.3 million from $8.4 million in fiscal 1997. Excluding
the nonrecurring provisions recorded during fiscal 1998 and 1997, discussed
below, provision for doubtful accounts remained relatively consistent as a
percentage of net revenues, decreasing to 3.5% for fiscal 1998 from 3.6% for
fiscal 1997.
  
     The fourth quarter of fiscal 1998 included a pre-tax provision of $1.2
million for accounts receivable due from the Allegheny Health, Education and
Research Foundation ("AHERF") which filed for protection under Chapter 11 of the
U.S. Bankruptcy Code in July 1998. Due to the uncertainty of the outcome of
AHERF's bankruptcy proceedings, the Company recorded a reserve for the entire
amount of the pre-bankruptcy receivable during the fourth quarter of fiscal
1998. The Company is reimbursed by AHERF for post-bankruptcy services on a
prepaid basis.

    The fourth quarter of fiscal 1997 included a pre-tax provision of $3.0
million of additional accounts receivable reserves. The additional reserve
primarily resulted from a slow down in payments during the fourth quarter of
fiscal 1997 from a number of the Company's larger managed care payors and
increasing attempts by them to deny payments for products and services furnished
to their subscribers .
 
     The Company continues to experience difficulties in collecting receivables
from managed care and other non-governmental payors.  This continues be a
significant issue throughout the industry. See "Liquidity and Capital
Resources." The Company expects revenues from managed care organizations to
continue to increase.  See "Business - Payor Mix" and "Forward Outlook and
Risks."
 
     Depreciation.  In fiscal 1998, depreciation expense increased to $2.4
million. This represented an increase of  $913,000, or 60%, over fiscal 1997.
This increase was attributable to a full year of depreciation on assets acquired
in connection with acquisitions during fiscal 1997 and increases resulting from
capital expenditures related to vehicles, management information systems and
equipment to support the Company's internal growth.
 
     Amortization.  In fiscal 1998, amortization increased to $2.9 million.
This represented an increase of $515,000, or 22%, over fiscal 1997.  This
increase was attributable to amortization of goodwill arising from acquisitions
in fiscal 1997, offset by the reduction in amortization as a result of the
writedown of goodwill during the second quarter of fiscal 1998.  See "Writedown
of goodwill."
 
                                       33
<PAGE>
 
     Interest, net.  In fiscal 1998, interest, net, increased to $7.5 million.
This represented an increase of $3.7 million, or 95%, over fiscal 1997.   This
increase was related to a full year of interest from indebtedness related to
fiscal 1997 acquisitions with the remainder resulting from increased
indebtedness under the Company's working capital credit facility.
 
     Merger and other nonrecurring. The Company incurred certain merger and
nonrecurring expenses during fiscal 1998 and 1997.

     Fiscal 1998 merger and nonrecurring expenses included: (i) an aggregate
pre-tax charge of $5.2 million recorded in connection with (a) the closure and
consolidation of certain branch locations, including the accrual of estimated
facility exit costs and future lease costs, the write-off of leasehold
improvements, and other exit costs, and (b) estimated employee severance costs
in connection with the related termination of employees, including certain
former owners of businesses acquired; and (ii) the write-off of deferred
acquisition costs aggregating $1.2 million associated with the termination of
the Company's proposed acquisition of USHO. See "Restructuring Initiatives" and
"Acquisitions."

     Fiscal 1997 merger and nonrecurring expenses included: (i) $1.6 million
resulting from transaction fees, legal and accounting costs and other
nonrecurring costs associated with a merger in November 1996; (ii) the write-off
of $300,000 of deferred costs related to a canceled offering to sell shares of
the Company's common stock through a Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on November 1, 1996 and withdrawn on
December 30, 1996; and (iii) a $1.1 million nonrecurring charge reflecting the
Company's contractual obligations under employment agreements to make payments
to certain former owners of acquired businesses, who are no longer involved in
operations of the Company.
 
     Writedown of goodwill. During fiscal 1998, the Company recorded a writedown
of goodwill previously recorded in connection with certain acquisitions. The
Company determined the writedown of goodwill was required based upon the
estimated impact of the announced reductions in Medicare oxygen reimbursement
and the impact of the IPS on the Company's continuing operations.  Based upon
management's determination of the expected impact of these changes on the
carrying value of goodwill, goodwill was written down by $23.5 million during
fiscal 1998.  This writedown was comprised of $9.0 million related to certain
durable medical equipment and respiratory and infusion therapy companies and
$14.5 million related to certain Medicare cost-reimbursed nursing agencies.

     The Company will continue to evaluate the continuing value of goodwill.
There can be no assurance that the remaining balance of goodwill of $46.8
million at June 30, 1998 will not be reduced for possible impairments which may
occur in the future as a result of changes in reimbursement or other issues.
Additionally, reimbursement regulations have been issued related to
reimbursement for certain mobile diagnostic services. These regulations could
eliminate payment for mobile diagnostic services to the Company. Goodwill
associated with mobile diagnostic services acquisitions aggregated approximately
$1.0 million at June 30, 1998.Mobile diagnostic services represent less than 3%
of the Company's current net revenues. 

                                       34
<PAGE>
 
     Loss before income taxes. Significant factors which affected the loss
before income taxes for fiscal 1998 included a pre-tax operating loss from the
Texas Medicare cost-reimbursed nursing agency of approximately ($1,384,000) as a
result of implementation of the IPS in the Texas Region effective January 1,
1998 and pretax charges aggregating $28.7 million related to the nonrecurring
writedown of goodwill and merger and other nonrecurring costs recorded during
fiscal 1998. Although the restructuring plan is expected to reduce costs, there
can be no assurance the Company will be able to achieve the expected cost
savings or synergies from the closing or consolidation of offices and other
restructuring efforts or will be able to reduce costs without negatively
impacting operations.  See "Forward Outlook and Risks."

     Provision (benefit) for income taxes.  The Company recorded a tax benefit
of 14.8% of pretax loss for fiscal 1998.  The principal reason for the
difference between the tax benefit and the federal and state statutory tax rates
was a result of the writedown of goodwill during fiscal 1998. The writedown of
goodwill included approximately $15.6 million of nondeductible goodwill recorded
in connection with certain acquisitions, for which the Company receives no
income tax benefit.

  FISCAL 1997 COMPARED WITH FISCAL 1996
 
     Net revenues.  In fiscal 1997, net revenues increased to $150.2 million.
This represented an increase of $54.4 million, or 57%, over fiscal 1996. Of this
increase, $41.8 million, or 77%, was attributable to acquisitions completed
since the beginning of the fourth quarter of fiscal 1996. The balance of the
increase was due to internal growth of 16%, resulting from volume growth at
existing branch locations. Net revenues from nursing and related patient
services increased from $57.5 million in fiscal 1996 to $96.3 million in fiscal
1997, a 67% increase. Total Medicare nursing visits increased 101% to 873,000
visits in fiscal 1997. Total non-Medicare nursing hourly and visit volume
increased 124% and 44%, respectively, to 980,000 hours and 173,000 visits,
respectively, in fiscal 1997. Acquisitions, effective cross-selling of other
services and increased referrals contributed to these volume increases.
Respiratory therapy, infusion therapy and durable medical equipment net revenues
increased $15.6 million, or 41%, to $53.9 million for fiscal 1997 from $38.3
million in fiscal 1996 as a result of acquisitions, increased referrals and
effective cross-selling of these services and products to the Company's nursing
patients.
 
     Patient care. In fiscal 1997, patient care costs increased to $71.8
million. This represented an increase of $25.6 million, or 55%, over fiscal
1996.  This increase was principally related to the increases in net revenues.
Patient care costs decreased slightly as a percentage of net revenues from 48.2%
to 47.8% due to the increase in the portion of net revenues from higher-margin
non-nursing services, principally due to acquisitions, and an increase in the
percentage of corporate and regional overhead allocated to the Medicare cost-
reimbursed nursing agencies.
 
     General and administrative. In fiscal 1997, general and administrative
expenses increased to $54.3 million.  This represented an increase of  $18.2
million, or 50%, over fiscal 1996. This increase was principally related to
increases in net revenues. General and administrative expenses decreased as a
percentage of net revenues from 37.7% to 36.1% due to the Company's
implementation of cost containment initiatives and because certain general and

                                       35
<PAGE>
 
administrative expenses did not increase proportionately to increases in net
revenues.
 
     Provision for doubtful accounts. In fiscal 1997, the provision for doubtful
accounts increased to $8.4 million. Excluding the $3.0 million additional
provision discussed below, the provision for doubtful accounts remained
consistent as a percentage of net revenues at 3.6% in fiscal 1997 and 1996.
During the fourth quarter of fiscal 1997, the Company recorded approximately
$3.0 million in additional provision for doubtful accounts, which amount was in
addition to amounts historically reported as a percentage of net revenues. This
additional reserve primarily resulted from a slow down in payments during the
fourth quarter from a number of the Company's larger managed care payors and
increasing attempts by them to deny payments for  products and services
furnished to their subscribers.  See "Liquidity and Capital Resources."
 
     Depreciation.  In fiscal 1997, depreciation expense increased to $1.5
million. This represented an increase of  $625,000, or 70%, over fiscal 1996.
Of this increase, $581,000 was attributable to fixed assets acquired in
connection with acquisitions with the remainder resulting from capital
expenditures related to vehicles, management information systems and equipment
in support of the Company's internal growth.
 
     Amortization.  In fiscal 1997, amortization increased to $2.3 million.
This represented an increase of $1.3 million, or 130%, over fiscal 1996, which
was entirely attributable to amortization of goodwill arising from the
acquisitions in fiscal 1997 and a full year of amortization of goodwill relating
to the acquisitions in fiscal 1996.
 
     Interest, net.  In fiscal 1997, interest, net, increased to $3.8 million.
This represented an increase of $2.3 million, or 144%, over fiscal 1996.   This
increase was comprised principally of increases of $1.8 million from
indebtedness under the Company's acquisition facility during fiscal 1997 and
$449,000 from increased indebtedness under the Company's working capital credit
facility to fund growth at the existing branch locations.
 
     Merger and other nonrecurring.  See "Fiscal 1998 Compared with Fiscal 1997
- Merger and other nonrecurring" for discussion of fiscal 1997 merger and other
nonrecurring items.
 
     Fiscal 1996 nonrecurring expenses included: (i) $605,000 pertaining to the
write-off of deferred financing fees and the unamortized discount on a bridge
financing note payable, (ii) interest expense of $186,000 and (iii) other costs
of $122,000.  These expenses were recorded during fiscal 1996 in connection with
a fiscal 1996 acquisition and the Company's initial public offering.
 
     Provision for income taxes.  The Company's effective tax rate increased
slightly to 43.7% of pretax income for the fiscal year ended June 30, 1997 from
42.1% in the fiscal year ended June 30, 1996 due principally to an increase in
nondeductible permanent items, principally goodwill, from 3% to 7% of pretax
income, net of decreases in state income taxes to 3% from 5% of pretax income.

                                      36
<PAGE>
 
QUARTERLY RESULTS
 
   The following table presents selected unaudited quarterly operating results
for the Company for each of the four quarters in fiscal 1997 and 1998. The
Company believes that the following information includes all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation.
Historically, the Company has experienced and expects to continue to experience
lower same-branch net revenues during the first fiscal quarter which ends on
September 30 as compared with that of the immediately preceding quarter due to
fewer referrals during the summer months.  Net revenues and net income during
fiscal 1998 were significantly impacted by the implementation, effective January
1, 1998, of the IPS for the Company's Texas Medicare cost-reimbursed nursing
agency and the reduction in reimbursement for Medicare-reimbursed oxygen
services.  Quarterly results were also impacted by merger and nonrecurring items
recorded during fiscal 1998 and 1997 aggregating $7.7 million and $6.0 million,
respectively, including nonrecurring provisions for doubtful accounts in both
periods.  Additionally, the Company recorded a writedown of goodwill of $23.5
million during the second quarter of fiscal 1998. See the Company's Form 10-Q's
for fiscal 1997 and 1998, not included herein and "Results of Operations -
Fiscal 1998 Compared with Fiscal 1997 - Provision for doubtful accounts," "-
Merger and other nonrecurring" and "- Writedown of goodwill."  Although the
Company's net revenues tend to be affected by seasonality, quarterly revenues
and profitability may also be affected by other factors, including internal
growth. Results of operations for any period are not necessarily indicative of
results of operations for the full fiscal year or predictive of future periods
operations for the full fiscal year or predictive of future periods. See
"Internal Growth" and "Forward Outlook and Risks."

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                        ------------------------------------------------------------------------------------
                           SEP-96    DEC-96    MAR-97     JUN-97    SEP-97     DEC-97      MAR-98     JUN-98
                        ------------------------------------------------------------------------------------
 
                                             (IN THOUSANDS, EXCEPT  PER SHARE INFORMATION)
STATEMENT OF INCOME DATA:
<S>                        <C>       <C>       <C>       <C>        <C>       <C>         <C>        <C>
Net revenues               $27,118   $32,967   $42,267   $47,880    $47,046   $ 45,742    $42,367    $39,180
 Income (loss) before
  income taxes               2,217     1,121     2,527      (864)     3,144    (27,813)      (979)    (3,516)
 
Net income (loss)          $ 1,354   $   689   $ 1,567   $  (796)   $ 2,028   $(23,856)   $  (644)   $(2,377)
                           =======   =======   =======   =======    =======   ========    =======    =======
 Net income (loss) per                                                                                    
  common share             $  0.16   $  0.08   $  0.18   $ (0.09)   $  0.22   $  (2.60)   $ (0.07)   $ (0.24)
                           =======   =======   =======   =======    =======   ========    =======    =======
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES
    
     Cash provided by operating activities was $3.8 million for fiscal 1998
compared to cash used in operating activities of ($14,340,000) for fiscal 1997.
This increase in cash flows provided by operating activities during fiscal 1998
as compared to fiscal 1997 was primarily a result of certain changes in working
capital during fiscal 1998.  The Company's use of cash in operating activities
in fiscal 1997 was principally a result of increases in accounts receivable and
net revenues from fiscal 1996 to fiscal 1997 resulting from acquisitions and
internal growth which required borrowings under the Credit Facility during
fiscal 1997.     

                                       37
<PAGE>
 
     
     Working capital increased to $48.4 million at June 30, 1998 from $43.2
million at June 30, 1997, an increase of $5.2 million. The increase primarily
resulted from an increase in current assets of $6.0 million offset by an
increase in current liabilities of $800,000.  The increase in current assets was
comprised principally of an increase in accounts receivable of $2.5 million and
an increase in prepaids and other current assets of $3.3 million.  The increase
in current liabilities was comprised principally of the change in the current
portion of restructuring and other nonrecurring liabilities of $2.9 million at
June 30, 1998, offset by a decrease of $2.1 million in the current portion of
long-term debt.
 
     Goodwill was $46.8 million at June 30, 1998, after a $23.5 million
writedown recorded during fiscal 1998. The Company will continue to evaluate the
continuing value of goodwill. There can be no assurance that the remaining
balance of goodwill at June 30, 1998 will not be reduced for possible
impairments which may occur in the future as a result of changes in
reimbursement or other issues. Additionally, reimbursement regulations have been
issued related to reimbursement for certain mobile diagnostic services.  These
regulations could eliminate payment for mobile diagnostic services to the
Company. Goodwill associated with mobile diagnostic services acquisitions
aggregates approximately $1.0 million at June 30, 1998. Mobile diagnostic
services represent less than 3% of the Company's current net revenues.

     An indicator of the length of time it takes the Company to collect its
accounts receivable is "days net revenues outstanding" which is determined by
dividing the average balance of accounts receivable for a period by the average
daily net revenues for that period. The Company experienced an increase in its
days net revenues outstanding from 104 at June 30, 1997 to 132 for June 30,
1998, using a three-month rolling average calculation. The increase in days net
revenues outstanding resulted from a decrease in net revenues of $8.7 million
from the three months ended June 30, 1997 to the three months ended June 30,
1998, and an increase of $2.5 million in net accounts receivable from June 30,
1997 to June 30, 1998. The decrease in net revenues resulted from various
factors. See "Net Revenues" and "Internal Growth." The increase in accounts
receivable was principally due to the increase in annual net revenues during
fiscal 1998 and certain managed care payors to delay payments to the Company and
increasing attempts by these and other non-governmental payors to deny payments
for products and services furnished to their subscribers.

     Accounts receivable from managed care and other non-governmental payors
represented 60% of the Company's gross accounts receivable balance of $71.1
million at June 30, 1998. Approximately 22% of gross accounts receivable at June
30, 1998 have been outstanding greater than 360 days, which includes
approximately 16% of gross accounts receivable from managed care and other non-
governmental payors. At June 30, 1998 the allowance for doubtful accounts was
$12.2 million. Determining a provision for doubtful accounts requires management
to make estimates and assumptions as of a point in time. Actual results could
differ from these estimates. There can be no assurance that the provision for
doubtful accounts will not have to be increased in the future as a result of
further adverse market or payor conditions or unfavorable shifts in the accounts
receivable aging.
     

                                       38
<PAGE>
 
    
     The increase in the length of time required to collect receivables owed by
managed care and other non-governmental payors is an industry-wide issue. A
continuation of the lengthening of the amount of time required to collect
accounts receivables from managed care organizations or other payors or the
Company's inability to decrease days net revenues outstanding could have a
material adverse effect on the Company's financial condition or results of
operations. There can be no assurance that the Company's days net revenues
outstanding will not continue to increase if these payors continue to delay or
deny payments to the Company for its services. See "Business - Payor Mix" and
"Forward Outlook and Risks - Risks Related to Collection of Accounts
Receivable."
 
     Cash flows used in investing activities in fiscal 1998 and 1997 were
($4,937,000) and ($42,310,000), respectively. Investing activities principally
included expenditures for capital expenditures and acquisitions. Expenditures
for purchases of capital equipment were $2.8 million and $3.8 million for fiscal
1998 and 1997, respectively, which excludes $2.2 million and $1.4 million of
purchases in fiscal 1998 and fiscal 1997, respectively, funded through capital
leases. The Company has budgeted its capital equipment needs at between $5.0 to
$6.0 million during fiscal 1999, which includes continuing investments in
equipment held for rental and management information systems.

     While there were fourteen acquisitions between fiscal 1996 and 1997, there
were no acquisitions during fiscal 1998. Cash expenditures for acquisitions were
$37.5 million for fiscal 1997. The Company paid a portion of the consideration
for its acquisitions in prior periods by issuing promissory notes that at June
30, 1998 aggregated $3.0 million. In addition, the Company could be required to
make certain additional payments to former owners of businesses acquired in
prior periods if certain earnout targets are acheived. During fiscal 1998, the
Company paid $1.8 million in such earnout consideration for certain acquisitions
completed in prior periods. Amounts to be paid in cash during fiscal 1999 as
earnout consideration for non-Medicare nursing and related patient services and
infusion therapy services companies acquired during prior periods approximates
$2.1 million. The Company may also be required to pay up to $2.1 million in the
form of the Company's common stock to certain former owners through fiscal 2000
if earnout targets are acheived. Pursuant to the terms of the Credit Facility,
the Company is prohibited from making any of these payments to the former owners
of businesses described above. As of June 30, 1998 amounts owed to these former
owners aggregated $3.8 million. Certain of the former owners have commenced or
threatened legal proceedings against the Company for non-payment of these
amounts. See "Item 3 - Legal Proceedings."

     As a result of the changing reimbursement environment and certain capital
constraints, the Company has slowed its growth through acquisition. In addition,
the Company is not permitted to engage in acquisitions without the prior written
consent of the senior lenders under the Credit Facility. Additionally, the
Company was notified on November 5, 1998 by its senior lenders that an event of
default had occurred under the Credit Facility. See "Business - Strategy,"
"Acquisitions" and "Forward Outlook and Risks."

     Cash flows provided by financing activities in fiscal 1998 were $8.6
     

                                       39
<PAGE>
 
    
million, which were used to repay indebtedness of $6.4 million with the
remainder used to fund operating and investing activities.  Cash flows provided
by financing activities in fiscal 1997 were $60.3 million, which were comprised
of $37.5 million used for acquisitions and $4.6 million to repay indebtedness
with the remainder used to fund investing activities and operating cash flow
deficits.
 
     The Company's growth has been principally financed through borrowings under
the Credit Facility, installment notes and stock issued to sellers in connection
with acquisitions and through the Company's initial public offering. On
September 23, 1998, the Company and its lenders amended the Credit Facility. The
Credit Facility, as amended, limits the maximum amount of borrowings under the
Credit Facility to $83.9 million, provides for temporary borrowings under the
Temporary Supplemental Loan Facility (the "Temporary Facility") of up to $1.4
million, for up to seven day periods, through December 31, 1998 for payroll and
related costs, prohibits the Company from making certain subordinated payments
to former owners of acquired businesses and restricts the Company's ability to
engage in acquisitions without the prior written consent of the senior lenders.
The Credit Facility further limits, under certain circumstances, the Company's
ability to incur additional indebtedness, sell material assets and prohibits
payment of dividends. The Company is also required to meet or exceed certain
financial covenant ratios including, (i) debt to capitalization ("leverage");
(ii) debt to earnings before interest, taxes, depreciation and amortization
("debt to EBITDA"), and; (iii) EBITDA to fixed operating costs ("fixed charge
coverage"). The amendment to the Credit Facility on September 23, 1998 waived
the Company's compliance with the debt to EBITDA and fixed charge coverage ratio
requirements as of June 30, 1998 and amended these and other financial covenant
requirements for future periods. Other amendments to the Credit Facility during
February and May 1998 waived and/or amended certain of these financial covenant
requirements as of December 31, 1997 and March 31, 1998, respectively. The
Company is required by the Credit Facility to use its best efforts to convert to
equity certain amounts due to former owners which are prohibited from payment by
the Credit Facility. The Company is in discussions with the former owners
regarding conversion of these amounts.

     On September 23, 1998, the Company had $83.4 million outstanding under the
Credit Facility bearing interest at a weighted average interest rate of 8.8%,
and also, $3.4 million of cash on hand. Indebtedness under the Credit Facility
is collateralized by substantially all of the assets of the Company, subject to
certain permitted liens and exceptions. See Note 5 to the fiscal 1998
consolidated financial statements, included herein.

     The Company failed to meet certain financial covenant requirements,
including fixed charge coverage, leverage and debt to EBITDA ratios, set forth
in the Credit Facility as of September 30, 1998, and, as a result, the Company
was notified on November 5, 1998 by its lenders that an event of default had
occurred. Amounts outstanding under the Credit Facility aggregated $83.9 million
at November 5, 1998.  Pursuant to the terms of the Credit Facility, upon the
occurrence of an event of default and upon notice to the Company, the lenders
may terminate the Credit Facility and declare the entire unpaid balance of
principal, interest, fees and all other amounts of indebtedness of the Company
to the lenders to be immediately due and payable.  No such notice has been
received by the Company.  However, the Company has been notified by its lenders
that due to the existence of the event of default they will not make any      

                                       40
<PAGE>
 
    
advances to the Company under the $1.4 million Temporary Facility and the
Company will no longer be able to borrow under the LIBOR interest rate option
provided for under the Credit Agreement.  The weighted average interest rate
would have been 9.75% at September 30, 1998 if interest had been calculated
under the Base Rate option provided for under the Credit Agreement.
Additionally, due to the existence of the event of default pursuant to the terms
of the Credit Facility, interest may be increased in the future by an additional
2% per annum. The Company is engaged in negotiations with its lenders to amend
the Credit Facility and waive its default under the Credit Facility.  There can
be no assurance that the Company will be able to successfully negotiate an
amendment  to the Credit Facility on satisfactory terms, if at all.  If the
outstanding indebtedness is not accelerated by the lenders as a result of the
event of default, pursuant to the terms of the Credit Facility amounts
outstanding under the Credit Facility will mature March 31, 2000. As of June 30,
1998 the Company was also in default on $639,000 of amounts due to former owners
of businesses acquired by the Company in prior periods, payment of which is 
prohibited under the Credit Facility.

     The Company is not certain that its cash on hand, cash flows from
operations or cash flows from financing of certain capital expenditures through
leasing arrangements will be sufficient to allow the Company to meet its debt
service obligations, including the payment of interest, working capital, capital
expenditures or other cash flow requirements, and as a result, the Company may
be required to suspend payment of interest on its Credit Facility. The Company's
ability to make payments with respect to the Credit Facility and to satisfy its
other obligations will depend on its future operating performance, which will be
affected by governmental regulations, prevailing economic conditions, and other
factors beyond the Company's control. The Company is reviewing its future
capital requirements and attempting to identify its financing alternatives.
These alternatives may include such actions as refinancing amounts outstanding
under the Credit Facility and/or hiring an investment banker to assist the
Company in reviewing its capital requirements and identifying financing
alternatives. As a result of the current industry environment, the Company
believes that financing alternatives available to the Company are limited. There
can be no assurance that the Company's internally generated funds and funds from
any financings will prove to be sufficient to fund the Company's operations.
There can be no assurance that the Company will be able to obtain funds from
other sources to meet its short or long-term requirements. In order to obtain
required funds the Company may engage in a public or private offering of debt or
equity securities or a sale or merger of the Company. There can be no assurance
that the Company will undertake any such transaction, what the timing thereof
would be or that the Company will be able to obtain any additional funds or
complete such a transaction on terms acceptable to the Company. These or other
adverse events could impact the Company's ability to continue as a going
concern. See "Forward Outlook and Risks" and the Company's fiscal 1998
consolidated financial statements, included herein.     

IMPACT OF INFLATION

     A substantial portion of the Company's net revenues is subject to
reimbursement rates which are regulated by the federal and state governments or
through contractual arrangements and do not automatically adjust for inflation.
These reimbursement rates are adjusted periodically based upon certain factors,
including legislation and executive and congressional budget reduction and
control processes, inflation and costs incurred in rendering the services, but

                                       41
<PAGE>
 
in the past have had little relationship to the actual cost of doing business.
Additionally, the Company continues to experience pricing pressure from
Medicare, managed care and other payors.   See "Forward Outlook and Risks."  As
a result, to the extent that inflation occurs in the future, the Company will
unlikely be able to pass on all of the increased costs associated with providing
home health services to customers insured by government, managed care or other
payors.

NEW ACCOUNTING PRONOUNCEMENTS

     See the Company's consolidated financial statements and notes thereto for
information relating to the impact on the Company of new accounting
pronouncements.

FORWARD OUTLOOK AND RISKS
     
     This Form 10-K/A contains and incorporates by reference certain "forward-
looking statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act with respect to results of operations and
businesses of the Company. All statements, other than statements of historical
facts, included in this Form 10-K/A, including those regarding market trends,
the Company's financial position, business strategy, projected costs, and plans
and objectives of management for future operations, are forward-looking
statements. In general, such statements are identified by the use of forward-
looking words or phrases including, but not limited to, "intended," "will,"
"should," "may," "expects," "expected," "anticipates," and "anticipated" or the
negative thereof or variations thereon or similar terminology. These forward-
looking statements are based on the Company's current expectations. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, there can be no assurance that such expectations will
prove to be correct. Because forward-looking statements involve risks and
uncertainties, the Company's actual results could differ materially. Important
factors that could cause actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed hereunder and elsewhere in
this Form 10-K/A. These forward-looking statements represent the Company's
judgment as of the date of this Form 10-K/A. All subsequent written and oral
forward-looking statements attributable to the Company are expressly qualified
in their entirety by the Cautionary Statements. The Company disclaims, however,
any intent or obligation to update its forward-looking statements.

     Default Under Credit Facility. The Company's Credit Facility requires the
Company to maintain compliance with certain financial covenants, including that
the Company maintain certain leverage, debt to EBITDA and fixed charge coverage
ratios. At September 30, 1998 the Company failed to be in compliance with these
and other financial covenants under the Credit Facility, and, as a result, the
Company was notified on November 5, 1998 that an event of default had occurred.

     Pursuant to the terms of the Credit Facility, upon the occurrence of an
event of default and upon notice to the Company, the lenders may terminate the
Credit Facility and declare the entire unpaid balance of principal, interest,
fees and all other amounts of indebtedness of the Company to the lenders to be
immediately due and payable.  No such notice has been received by the Company.
     
                                       42
<PAGE>
 
    
However, the Company has been notified by its lenders that due to the existence
of the event of default no further indebtedness under the Credit Facility may be
incurred by the Company and the interest rate on the outstanding indebtedness
was being increased.

     The Company expects that it will fail to be in compliance with certain of
the financial covenant requirements of the Credit Facility in future periods,
including debt to EBITDA and fixed charge coverage. The Company is engaged in
negotiations with its lenders to amend the Credit Facility and waive its default
under the Credit Facility. There can be no assurance that the Company will be
able to negotiate an amendment to the Credit Facility on satisfactory terms, if
at all.

     If the lenders exercise their right to accelerate repayment of the
indebtedness the Company would not have sufficient cash to repay the
indebtedness unless it were able to obtain funds from other sources.  If the
Company were unable to repay the indebtedness, the lenders could proceed against
the collateral granted to them with regards to the indebtedness.  This
indebtedness is collateralized by substantially all of the assets of the
Company, subject to certain permitted liens and exceptions.  In such event the
Company could seek protection from its creditors in bankruptcy while it attempts
to reorganize.  There can be no assurance that the Company will be able to
continue as a going concern.  See "Liquidity and Capital Resources" and the
Company's fiscal 1998 consolidated financial statements, included herein.

     High Leverage.   As of June 30, 1998, the Company had total stockholder's
equity of $26.1 million and total indebtedness of $89.5 million.  Accordingly,
the Company's balance sheet is highly leveraged.  This, in turn, has important
consequences to the Company.  The Company's ability to obtain additional
financing may be impaired.  Additionally, a substantial portion of the Company's
cash flows from operations may be dedicated to the payment of principal and
interest on its indebtedness, thereby reducing the funds available for
operations. The Company's leverage will substantially increase the Company's
vulnerability to changes in the industry or adverse changes in the Company's
business. See "Liquidity and Capital Resources" and the Company's fiscal 1998
consolidated financial statements, included herein.

     Liquidity/Need for Additional Financing. Amounts outstanding under the
Credit Facility at September 30, 1998 were $83.4 million. If the outstanding
indebtedness is not accelerated by the lenders as a result of the event of
default, pursuant to the terms of the Credit Facility all outstanding
indebtedness under the Credit Facility will mature on March 31, 2000. In
addition, the Company has failed to make certain required payments to the former
owners of businesses acquired by the Company, the payment of which is prohibited
by the Credit Facility. At June 30, 1998, the amounts owed to these former
owners and amounts in default aggregated $3.8 million and $639,000,
respectively. The Company has been notified by its lenders that no further
advances to the Company will be made under the Credit Facility. The Company is
not certain that its cash on hand, cash flow from operations or cash flow from
financing of certain capital expenditures through leasing arrangements will be
sufficient to allow the Company to meet its debt service obligations, including
the payment of interest, working capital, capital expenditures or other cash
flow requirements, and as a result, the Company may be required to suspend
payment of interest on its Credit Facility. The Company's     

                                      43
<PAGE>
 
    
ability to make payments with respect to the Credit Facility and to satisfy its
other obligations will depend on its future operating performance, which will be
affected by governmental regulations, prevailing economic conditions, and other
factors beyond the Company's control. The Company is reviewing its future
capital requirements and attempting to identify its financing alternatives. As a
result of the current industry environment, the Company believes financing
alternatives available to the Company are limited. There can be no assurance
that the Company will be able to obtain funds from other sources to meet its
short or long-term requirements. In order to obtain required funds, the Company
may engage in a public or private offering of debt or equity securities or a
sale or merger of the Company. Any such transaction could result in a
substantial dilution in the ownership interest of the existing stockholders.
There can be no assurance that the Company will undertake any such transaction,
what the timing thereof would be or that the Company will be able to obtain any
additional funds or complete such a transaction on terms acceptable to the
Company. These or other adverse events could impact the Company's ability to
continue as a going concern. See "Liquidity and Capital Resources" and the
Company's fiscal 1998 consolidated financial statements, included herein.

     Changing Regulatory Environment. The Company's business is subject to
extensive federal, state and local regulation. Political, economic and
regulatory influences are subjecting the health care industry in the United
States to fundamental change. The Company anticipates that Congress and state
legislatures will continue to review and assess alternative health care delivery
and payment systems and will continue to propose and adopt legislation effecting
fundamental changes in the health care delivery system. Changes in the
applicable laws or new interpretations of existing laws may have a dramatic
effect on the definition of permissible or impermissible activities, the
relative cost of doing business, and the methods and amounts of payments for
medical care by both governmental and other payors, any of which could
materially adversely impact the Company. Legislative changes to "balance the
budget" and slow the annual rate of growth of Medicare and Medicaid expenditures
are expected to continue in the future. While the Budget Act has significantly
impacted the home health care industry, including the Company, there can be no
assurance that future legislation or regulatory changes will not have a material
adverse effect on the future operations of the Company. The level of net
revenues and profitability of the Company, like those of other health care
providers, will also be affected by the continuing efforts of other payors to
contain or reduce the costs of health care by lowering reimbursement rates,
slowing payment for services provided, increasing case management review of
services and negotiating reduced contract pricing and capitation arrangements.
See "Business - Payor Mix" and "Business -Government Regulation."

    Changes in System of Medicare Reimbursement. The Budget Act requires HCFA to
implement the PPS for Medicare cost-reimbursed home nursing agencies by October
1, 1999, with up to a four-year phase-in period. See "Business - Payor Mix -
Medicare Reimbursement." This implementation deadline may be postponed due to
Year 2000 issues HCFA must address. In the event the implementation deadline is
not met, the reduction will be applied to the reimbursement system then in
place. The impact of the implementation of the PPS on the Company's results of
operations cannot be predicted with any certainty at this time and would depend,
to a large extent, on the reimbursement rates for home health services
established under the PPS and the Company's ability to deliver its services at a
     
                                       44
<PAGE>
 
    
cost below the PPS rates. There can be no assurances that such reimbursement
rates would cover the costs incurred by the Company to provide home health
services. See "Business- Payor Mix" and "Business -Government Regulation."    

     For cost reporting periods beginning on or after October 1, 1997 and until
the PPS becomes effective, the Budget Act established the IPS that provides for
the lowering of reimbursement limits for home nursing visits.  Cost limit
increases for fiscal 1995 and 1996 were eliminated in determining the IPS
reimbursement limits.  In addition, for cost reporting periods beginning on or
after October 1, 1997, home health agencies cost limits are determined as the
lesser of (i) their actual charges, (ii) their actual costs, (iii) cost limits
based on 105% of median costs of freestanding home health agencies, or (iv) an
agency-specific per-patient cost limit, based on 98% of 1994 costs adjusted for
inflation and agency-specific and regional cost differences (a "blended rate,"
or patient aggregate allowance).  The new cost limits apply to the Company for
the cost reporting period beginning July 1, 1998, except for the Company's
Medicare cost-reimbursed nursing agency located in Texas, for which the new cost
limits applied for the cost reporting period which began January 1, 1998. See
"Business - Payor Mix" and "Business - Government Regulation."
    
     The implementation of the IPS had an adverse impact on reimbursements
received by the Company's Texas Medicare cost-reimbursed nursing agency during
fiscal 1998 and is expected to have an adverse impact on reimbursements in
fiscal 1999 to be received by all of the Company's Medicare cost-reimbursed
nursing agencies. The Company's Texas Medicare cost-reimbursed nursing agency
had an aggregate loss from operations of ($1,384,000) for the six-months ended
June 30, 1998 principally as a result of the implementation of the IPS effective
January 1, 1998. In an effort to reduce operating costs and respond to the
reductions in Medicare reimbursement, the Company implemented a restructuring
plan during fiscal 1998.See "Restructuring Initiatives" and "Forward Outlook and
Risks - Risks Associated with Restructuring."
     
     Recent legislation introduced in Congress, if enacted, could result in
improvements in IPS reimbursement or a moratorium on IPS until PPS is
implemented. The Company cannot predict the effect that any legislation, if
enacted, would have on the Company's results of operations.

     For cost reporting periods beginning after October 1, 1997, the Budget Act
also requires home health agencies to submit claims for payment for home health
services only on the basis of the geographic location at which the service was
furnished.  HCFA has publicly expressed concern that some home health agencies
are billing for services from administrative offices in locations with higher
per-visit cost limitations than the cost limitations in effect in the geographic
location of the home health agency furnishing the service. The Company does not
expect this provision of the Budget Act to have a material impact on the
Company's financial condition or results of operations.
     
     The Budget Act also provided for a 25% reduction in home oxygen
reimbursement from Medicare effective January 1, 1998 and a further reduction of
     

                                       45
<PAGE>
 
    
5% effective January 1, 1999. Compounding these reductions was a freeze on
consumer price index updates for the next five years. Approximately 5.8% of the
Company's net revenues were derived from reimbursement of oxygen services prior
to this reduction in reimbursement. The reduction in oxygen reimbursement during
fiscal 1998 had an adverse impact on the Company's net revenues. The additional
reduction to be effective January 1, 1999 is also expected to adverely impact
the Company's net revenues and results of operations. See "Internal Growth,"
"Net Revenues" and "Results of Operations - Fiscal 1998 Compared with Fiscal
1997."     

     Various other provisions of the Budget Act may also have an impact on the
Company's business and results of operations. The Budget Act required that all
home health agencies obtain surety bonds in the amount of at least $50,000 by
June 1, 1998. This requirement changed on July 31, 1998.  The date that current
and new home health agencies will now be required to obtain a surety bond will
not be until sixty days following publication of a final rule by HCFA, but no
earlier than February 15, 1999.  Additionally, payments will be frozen for
durable medical equipment, excluding orthotic and prosthetic equipment, and
payments for certain reimbursable drugs and biologicals will be reduced.  The
impact of these reimbursement changes could have a material adverse effect on
the Company's financial condition or results of operations.  However, this
impact cannot be predicted with any level of certainty at this time until final
regulations are issued.
 
     In addition to the impact on health care reimbursement resulting from the
Budget Act, other changes have been announced in a federal policy which may
adversely impact the Company's operations.  HCFA has recently required branch
offices to be redesignated as separate providers and to obtain separate
licensure and separate provider agreements.  Such redesignation generally
results in adding additional costs to the Medicare home health agency necessary
to comply with the related licensure requirements.  The Company is in the
process of applying for separate licensure for four of its branch offices to
comply with this policy.  This process is expected to have an impact on costs
associated with operating these branches. Although the Company has not yet
determined the aggregate cost impact of complying with this policy, but it is
not expected to have a material adverse effect on the Company's financial
condition.
     
     Risk Related to Reimbursement Payments. The possible discontinuance of PIPs
for eight of the Company's Medicare cost-reimbursed nursing agencies concurrent
with the implementation of the PPS could result in a material adverse effect on
the Company's cash flow. See "Business - Payor Mix - Reimbursement Payments."
Although legislation may defer the discontinuance of PIPs, the Company cannot
predict the effect that any legislation, if enacted, would have on the Company's
results of operations.

     Reimbursement from Medicare and Medicaid for certain services is subject to
audit and retroactive adjustment. Although the Company has not experienced any
material adverse effects on its financial condition or results of operations
from retroactive adjustments to prior-year cost reports through June 30, 1998,
retroactive adjustments which may occur in the future could have a material
adverse effect on the Company's financial condition or results of
operations.
 
     Risks Associated with Collection of Accounts Receivable. The home health 
     
 
                                       46
<PAGE>
 
    
care industry is generally characterized by long collection cycles for accounts
receivable due to the complex and time consuming requirements for obtaining
reimbursement from private and governmental third party payors. One indicator of
the length of time it takes the Company to collect its accounts receivable is
"days net revenues outstanding" which is determined by dividing the average
balance of accounts receivable at the end of a period by the average daily net
revenues for that period. The Company experienced an increase in its days net
revenues outstanding from 104 at June 30, 1997 to 132 for June 30, 1998, using a
three-month rolling average calculation. The increase in days net revenues
outstanding resulted from a decrease in net revenues of $8.7 million from the
three months ended June 30, 1997 to the three months ended June 30, 1998, and an
increase of $2.5 million in net accounts receivable from June 30, 1997 to June
30, 1998. The decrease in net revenues resulted from various factors. See "Net
Revenues" and "Internal Growth." The increase in accounts receivable was
principally due to the increase in annual net revenues during fiscal 1998 and
certain managed care payors continuing to delay payments to the Company and
increasing attempts by these and other non-governmental payors to deny payments
for products and services furnished to their subscribers. See "Liquidity and
Capital Resources."
     
     At June 30, 1998, approximately 39.2% of the Company's net revenues were
derived from managed care and other non-governmental payors. The increase in the
length of time required to collect receivables owed by managed care and other
payors is an industry-wide issue. A continuation of the lengthening of the
amount of time required to collect accounts receivables from managed care
organizations or other payors or the Company's inability to decrease days net
revenues outstanding could have a material adverse effect on the Company's
financial condition or results of operations. During fiscal 1998 the Company
terminated relationships with certain managed care organizations and is in the
process of reviewing its managed care contracts. See "Forward Outlook and
Risks - Dependence on Relationships with Referral Sources." There can be no
assurance that the Company's days net revenues outstanding will not continue to
increase if these payors continue to delay or deny payments to the Company for
its services. See "Business - Payor Mix" and "Liquidity and Capital Resources."
    
     At June 30, 1998 the allowance for doubtful accounts was $12.2 million. 
Determining a provision for doubtful accounts requires management to make 
estimates and assumptions as of a point in time. Actual results could differ 
from these estimates. There can be no assurance that the provision for doubtful 
accounts will not have to be increased in the future as a result of further 
adverse market or payor conditions or unfavorable shifts in the accounts 
receivable aging.
     
     Pricing Pressures.  Medicare, Medicaid and other payors, including managed
care organizations and traditional indemnity insurers, are attempting to control
and limit increases in health care costs and, in some cases, are decreasing
reimbursement rates.  While the Company's net revenues from managed care and
other non-governmental payors have increased and are expected to continue to
increase, payments per visit from managed care organizations typically have been
lower than cost-based reimbursement from Medicare and reimbursement from other
payors for nursing and related patient services, resulting in reduced
profitability on such services. Other payor and employer groups, including
Medicare, are exerting pricing pressure on home health care providers, resulting
in reduced profitability.  Such pricing pressures could have a material adverse

                                       47
<PAGE>
 
effect on the Company's financial condition or results of operations. During
fiscal 1998 the Company terminated relationships with certain managed care
organizations and is in the process of reviewing its managed care contracts.
See "Forward Outlook and Risks - Dependence on Relationships with Referral
Sources."
    
     Restructuring Initiatives. In an effort to reduce operating costs and
respond to the reductions in Medicare reimbursement, the Company implemented a
restructuring plan during fiscal 1998. This plan included cost reduction and
office consolidation initiatives and resulted in $5.2 million in restructuring
costs being recorded during fiscal 1998. See "Restructuring Initiatives." There
can be no assurance the Company will be able to achieve the expected cost
savings or synergies from the closing or consolidation of offices and its other
restructuring efforts or will be able to reduce costs without negatively
impacting operations. In addition, while the Company has developed and
implemented the restructuring initiatives in response to the adverse impact on
the Company of the implementation of provisions of the Budget Act, the Company
cannot predict whether the cost reductions it implemented will be sufficient to
offset the reductions in net revenues expected from the impact of the Budget
Act. See "Forward Outlook and Risks."    
         
     Risks Related to Goodwill. During fiscal 1998, the Company wrote-off $23.5
million of goodwill recorded in connection with certain acquisitions. See
"Results of Operations - Fiscal 1998 Compared with Fiscal 1997 - Writedown of
goodwill."  At June 30, 1998, after recording this writedown, goodwill resulting
from acquisitions was approximately $46.8 million, or approximately 34.2% of
total assets.  Goodwill is the excess of cost over the fair value of the net
assets of businesses acquired.  There can be no assurance that the Company will
ever realize the value of such goodwill. This goodwill is being amortized on a
straight-line basis over 20 to 25 years.  The Company will continue to evaluate
on a regular basis whether events or circumstances have occurred that indicate
all or a portion of the carrying amount of goodwill may no longer be
recoverable, in which case an additional charge to earnings would become
necessary.
  
     Although at June 30, 1998 the net unamortized balance of goodwill is not
considered to be impaired under generally accepted accounting principles, any
such future determination requiring the write-off of a significant portion of
unamortized goodwill could have a material adverse effect on the Company's
financial condition or results of operations. Additionally, reimbursement
regulations have been issued related to reimbursement for certain mobile
diagnostic services. These regulations could eliminate payment for mobile
diagnostic services to the Company. Goodwill associated with mobile diagnostic
services acquisitions aggregates approximately $1.0 million at June 30, 1998.
Mobile diagnostic services represent less than 3% of the Company's current net
revenues.
    
     Internal Growth Rates.  The Company is a leading provider of comprehensive
home health care services, delivering nursing and related patient services,
respiratory therapy, infusion therapy and durable medical equipment from 44
current branch locations in nine states. Excluding the effect on net revenues of
acquisitions, the Company experienced growth rates in net revenues of 19%, 16%
and 4% for fiscal years 1996, 1997 and 1998, respectively. See "Internal
Growth." Because of matters discussed herein that may be beyond the control of
     
                                       48
<PAGE>
 
    
the Company, there can be no assurance that the Company can increase or maintain
the internal growth rates at levels experienced in previous years.    
 
     Dependence on Relationships with Referral Sources.  The growth and
profitability of the Company depends on its ability to establish and maintain
close working relationships with referral sources, including payors, hospitals,
physicians and other health care professionals. Managed care organizations,
which are exerting an increasing amount of influence over the health care
industry, have been consolidating to enhance their ability to impact the
delivery of health care services.  As managed care organizations have increased
and continue to increase their market share in regions in which the Company
operates, these organizations have become and will continue to become
increasingly important to the Company as referral sources.  From fiscal 1996 to
fiscal 1998, the Company's net revenues derived from managed care and other non-
governmental payors increased from 37.8% to 39.2%. While the Company's net
revenues from managed care and other non-governmental payors have increased and
are expected to continue to increase, payments per visit from managed care
organizations typically have been lower than cost-based reimbursement from
Medicare and reimbursement from other payors for the Company's services,
resulting in reduced profitability on such services.
     
     During fiscal 1998 the Company terminated its relationship with certain
managed care organizations as a result of these companies continuing to delay
payments to the Company and increasing attempts by these and other non-
governmental payors to deny payments for products and services furnished to
their subscribers. Additionally, the Company is in the process of reviewing all
of its managed care contracts and determining if the contracts meet the
Company's profitability guidelines. As a result of these terminations and other
factors, the Company's internal growth rates declined during fiscal 1998. See
"Internal Growth." There can be no assurance the Company will be able to
successfully maintain existing referral sources or develop and maintain new
referral sources. The loss of any significant referral sources or the failure to
develop any new referral sources could have a material adverse effect on the
Company's financial condition or results of operations.

     Year 2000 Computer Concerns. The impact of Year 2000 computer problems on
the Medicare and Medicaid programs, other federal or state health care programs
and other third party payors could affect prompt reimbursement to the Company in
the future unless and until such potential problems are corrected. The Company's
major management information system software programs are vendor-supplied and
are scheduled by the vendors to be Year 2000 compliant by December 31, 1999.
Additionally, the Company has reviewed its management information system
hardware and its rental equipment and determined that they are Year 2000
compliant. As a result, the Company expects to be Year 2000 compliant by
December 31, 1999 and does not expect to incur significant costs in attaining
compliance. However, there can be no assurance the Company has adequately
assessed or identified all aspects of its business which may be impacted by Year
2000 issues which may arise after December 31, 1999. Additionally, there can be
no assurance that vendors who supply the Company's major management information
system software will adequately address and correct any and all Year 2000 issues
that may arise prior to January 1, 2000. A failure by these vendors to be Year
2000 compliant could significantly impact the Company's ability to bill for its
     

                                       49
<PAGE>
 
    
products and services which would adversely impact the Company's net revenues.
The Company has not developed a contingency plan to address how to handle Year
2000 issues which may arise if the vendors who supply the Company's major
management information systems software do not meet the Year 2000 compliance
deadline. As a result of the foregoing, there can be no assurance that Year 2000
computer problems which may impact the Company or its payors will not have a
material adverse effect on the Company's financial condition or results of
operations.

     Risks Associated with Acquisitions. While the Company completed fourteen
acquisitions between fiscal 1996 and 1997, it completed no acquisitions during
fiscal 1998. As a result of the uncertainty of the outcome of additional
legislative and regulatory changes in the system of Medicare reimbursement, the
Company has slowed its growth through acquisitions. In addition, the Company is
not permitted to engage in acquisitions without the prior written consent of the
senior lenders under the Credit Facility. Additionally, the Company was notified
on November 5, 1998 by its senior lenders that an event of default had occurred
under the Credit Facility. See "Acquisitions" and "Liquidity and Capital
Resources." Management believes that as a result of Medicare legislative and
regulatory changes and managed care and other competitive pressures, the home
health care industry will continue to consolidate. See "Business - Industry
Overview," "Business - Payor Mix" and "Business -Government Regulation." The
Company believes it will be positioned to execute its acquisition strategy once
Medicare reimbursement regulation uncertainties and the Company's capital
constraint issues are resolved. See "Liquidity and Capital Resources."     
    
     When evaluating acquisitions, the Company seeks potential acquisition
candidates that would complement or expand its current services. In attempting
to make acquisitions, the Company competes with other providers, some of which
have greater financial resources than the Company. In addition, since the
consideration for acquired businesses may involve cash, notes or the issuance of
shares of common stock, options or warrants, existing stockholders may
experience dilution in the value of their shares of common stock in connection
with such acquisitions. Moreover, many states have Certificate of Need,
licensure, or similar laws which generally require that the appropriate state
agency approve certain acquisitions and/or determine that a need exists for new
services and capital expenditures or other changes prior to such new services
being added.  Additionally, HCFA approval concerning the redesignation of branch
offices as separate providers may also be required. See "Business - Payor Uix."
To the extent that Certificates of Need or other approvals are required for
expansion of Company operations, either through acquisitions or provision of new
services, such expansion could be adversely affected by the failure or inability
to obtain the necessary approvals, changes in the standards applicable to such
approvals, and possible delays and expenses associated with such approvals.
 
Although the Company has not experienced any material adverse consequences in
connection with acquisitions completed in prior periods, there can be no
assurance that the Company in the future will be able to negotiate, finance or
integrate acquisitions without experiencing adverse consequences that could have
a material adverse effect on the Company's financial condition or results of
operations. Acquisitions involve numerous short- and long-term risks, including
loss of referral sources, diversion of management's attention, failure to retain
    
                                       50
<PAGE>
 
    
key personnel, loss of net revenues of the acquired companies, inability to
integrate acquisitions (particularly management information systems) without
material disruptions and unexpected expenses, the possibility of the acquired
businesses becoming subject to regulatory sanctions, potential undisclosed
liabilities and the continuing value of acquired intangible assets. There can be
no assurance that any given acquisition will be consummated, or if consummated,
will not materially adversely affect the Company's financial condition or
results of operations. Additionally, because of matters discussed herein that
may be beyond the control of the Company and the emerging trend of other health
care providers, such as long-term care providers, seeking to acquire home health
care businesses, there can be no assurance that suitable acquisitions will
continue to be identified or that acquisitions can be consummated on acceptable
terms.

     Risks Associated with Geographic Expansion.  In pursuing its
growth strategy, the Company has expanded its operations into new geographic
markets. When entering new geographic markets, the Company generally seeks to
increase its net revenues by establishing relationships with new referral
sources or increasing business with existing referral sources and will be
reliant to a large extent on local management, who have important relationships
with local referral sources. In addition, the Company will be required to comply
with laws and regulations of states that differ from those in which the Company
currently operates, and may face competitors with greater knowledge of such
local markets. There can be no assurance that if acquisitions are consummated,
the Company will be able to increase its net revenues through new or existing
referral sources or otherwise effectively compete in new geographic markets in
which these companies operate.

     Risks Associated with Certain Managed Care Contracts. As an increasing
percentage of patients become members of managed care organizations, the Company
believes that it will be required to deliver its products and services to health
maintenance organizations, employer groups and other private third party payors
on a capitated or other risk sharing basis. Under some of these arrangements, a
health care provider accepts a predetermined amount per member per month in
exchange for providing all covered services to beneficiaries of the payor during
the month. Such arrangements pass much of the economic risk of providing care
from the payor to the provider. To the extent that patients or enrollees covered
by such contracts require more frequent or extensive care than is anticipated,
additional costs would be incurred, resulting in a reduction in margins. In the
worst case, net revenues associated with risk-sharing contracts or capitated
provider networks would be insufficient to cover the costs of the services
provided. Less than 1% of the Company's fiscal 1998 net revenues were derived
from capitated or risk sharing programs. Net revenues associated with such
contracts have been sufficient to cover the costs of services provided under
these contracts. However, there can be no assurance that net revenues under such
contracts will continue to be sufficient to cover the costs of providing
services under existing or new contracts.    
         
     Competition.  The home health care industry is highly competitive and
includes national, regional and local providers. The Company competes with a
large number of companies in all areas in which its operations are located. The
Company's competitors include major national and regional companies, hospital-
based programs, numerous local providers and nursing agencies. Some current and 
 
                                       51
<PAGE>
 
potential competitors have or may obtain significantly greater financial and
marketing resources than the Company. Accordingly, other companies, including
managed care organizations, hospitals, long-term care providers and health care
providers that currently are not serving the home health care market, may become
competitors. As a result, the Company could encounter increased competition in
the future that may limit its ability to maintain or increase its market share
or otherwise materially adversely affect the Company's financial condition or
results of operations.
    
     Regulatory Compliance. The Company is subject to extensive regulation
which govern financial and other arrangements between healthcare providers at
both the federal and state level. At the federal level, such laws include (i)
the Anti-Kickback Statute, which generally prohibits the offer, payment,
solicitation or receipt of any remuneration in return for the referral of
Medicare and Medicaid patients or the purchasing, leasing, ordering or arranging
for any good, facility services or items for which payment can be made under
Medicare and Medicaid, federal and state health care programs, (ii) the Federal
False Claims Act, which prohibits the submission for payment to the federal
government of fraudulent claims, and (iii) "Stark legislation," which generally
prohibits, with limited exceptions, the referrals of patients by a physician to
providers of "designated health services" under the Medicare and Medicaid
programs, including home health services, physical therapy and occupational
therapy, where the physician has a financial relationship with the provider.
Violations of these provisions may result in civil and criminal penalties, loss
of licensure and exclusion from participation in the Medicare and Medicaid
programs. Many states have also adopted statutes and regulations which prohibit
provider referrals to an entity in which the provider has a financial interest,
remuneration or fee-splitting arrangements between health care providers for
patient referrals and other types of financial arrangements with health care
providers. Sanctions for violations of these state regulations include loss of
licensure and civil and criminal penalties. See "Business - Government
Regulation."     

     The federal government, private insurers and various state enforcement
agencies have increased their scrutiny of provider business practices and
claims, particularly in the areas of home health care services and products in
an effort to identify and prosecute parties engaged in fraudulent and abusive
practices. In May 1995, the Clinton Administration instituted Operation Restore
Trust ("ORT"), a health care fraud and abuse initiative focusing on nursing
homes, home health care agencies and durable medical equipment companies. ORT,
which initially focused on companies located in California, Florida, Illinois,
New York and Texas, the states with the largest Medicare populations, has been
expanded to all fifty states. See "Business - Government Regulation." While the
Company believes that it is in material compliance with such laws, there can be
no assurance that the practices of the Company, if reviewed, would be found to
be in full compliance with such laws or interpretations of such laws.

     Additionally, HCFA has implemented "Wedge Surveys" in at least 13 states,
including Connecticut, Florida, Tennessee, Illinois, Indiana, Massachusetts,
Minnesota, Ohio, Oklahoma, Texas, Utah, Virginia and Wyoming, whereby HCFA
completes ORT-type surveys on a much smaller scale. Assuming the reviewer
uncovered nothing significant during its survey, the home health agency then has
the option to repay the amount determined by HCFA or undergo a broader review of

                                      52
<PAGE>
 
its claims. If the survey uncovers significant problems, the matter may undergo
further review. See "Business - Government Regulation."

     While the Company believes that it is in material compliance with the fraud
and abuse and self-referral laws, there can be no assurance that the practices
of the Company, if reviewed, would be found to be in full compliance with such
requirements, as such requirements ultimately may be interpreted. Although the
Company does not believe it has violated any fraud and abuse laws, there can be
no assurance that future related legislation, either health care or budgetary,
related regulatory changes or interpretations of such regulations, will not have
a material adverse effect on the future operations of the Company.

     Certificate of Need, Permits and Licensure.  The federal government and all
states regulate various aspects of the home health care industry. Such laws
include certificates of need, certification under Medicare and Medicaid and
other third party programs, as well as state laws which may impose licensure
requirements on home health care agencies. The failure to obtain, renew or
maintain any of the required regulatory approvals or licenses could adversely
affect the Company's financial condition or results of operations. There can be
no assurance that either the states or the federal government will not change
current interpretations of existing regulations or impose additional regulations
upon the Company's activities which might adversely affect its financial
condition or results of operations.
    
     Geographic Concentration. Approximately $58.6 million, or 33.6%, of the
Company's net revenues in fiscal 1998 were derived from the Company's operations
in Florida and approximately $106.9 million, or 61.4 %, of the Company's net
revenues in fiscal 1998 were derived from the Company's operations in Florida
and the Mid-Atlantic (Pennsylvania, including Northeast Pennsylvania, New
Jersey, Maryland and Delaware) operating areas. Unless and until the Company's
operations become more diversified geographically (as a result of acquisitions
or internal expansion), adverse economic, regulatory, or other developments in
Florida or the Mid-Atlantic states could have a material adverse effect on the
Company's financial condition or results of operations.

     Decline in Stock Price. The Company's stock price declined from a high of
$13.63 to a low of $2.25 during fiscal 1998. The Company believes that among the
factors that contributed to the decline in its stock price were the announcement
by the Company of its restructuring initiatives, its writedown of goodwill and
its lower earnings expectations, as well as the changes in the regulatory
environment which impacted the home health care industry, including the Company.
If future net revenues or earnings fail to meet expectations of the investment
community, or if the Company announces other information that may be deemed to
be negative by the investment community, such as the issuance of additional
common stock, or other changes in the Company's capital structure, there could
be an immediate and significant adverse impact on the trading price for the
Company's common stock. Regardless of the Company's performance, broad market
fluctuations and general economic or political conditions as well as health
care-related market announcements from time to time may also adversely affect
the price of the Company's stock. As a result, changes in the Company's stock
price can be sudden and unpredictable.     

                                       53
<PAGE>
 
     Quarterly Fluctuations in Operating Results.  Results of operations for any
quarter are not necessarily indicative of results of operations for any future
period or for a full fiscal year. The Company has experienced and expects to
continue to experience lower same-branch net revenues during the first fiscal
quarter which ends on September 30 as compared to the immediately preceding
quarter due to fewer referrals during the summer months. The Company anticipates
that the effects of seasonality will continue for the foreseeable future. See
"Quarterly Results."

     Dependence on Key Personnel.  The Company's success is highly dependent on
its President, Chief Executive Officer and Chairman of the Board, Bruce J.
Feldman and a number of its other key management and professional personnel. The
loss of one or more of these personnel could have a material adverse effect on
the Company's financial condition or results of operations. The Company's
success will also depend in part on its ability to retain and attract additional
qualified management and professional personnel. Competition for such personnel
in the home health care industry is strong. There can be no assurance that the
Company will be successful in attracting or retaining the personnel it requires.

     Pending and Threatened Litigation.  The Company is a party to certain
pending and threatened legal actions. See "Item 3 - Legal Proceedings." While 
the Company believes it has adequate legal defenses and/or insurance coverage
for these actions, there can be no assurance of favorable outcomes regarding
these legal actions or that recovery of any insurance proceeds will be
sufficient to cover any judgments, settlements or costs relating to any pending
or future legal proceedings. Additionally, any judgments, settlements or costs
relating to pending or future legal proceedings which are not covered by
insurance could have a material adverse effect on the Company's results of
operations or financial condition.
    
     Potential Liability and Adequacy of Insurance. The Company maintains a
commercial general liability policy which includes product liability coverage on
the medical equipment that it sells or rents with both per-occurrence and annual
aggregate coverage limits of $1.0 million and $3.0 million, respectively. In
addition, the Company has an umbrella liability or "excess" policy with a single
limit of $10.0 million for any one occurrence in excess of certain minimum
amounts. The umbrella policy excludes professional liability. The Company
maintains a health care agency professional liability insurance policy with
limits of $4.0 million per claim and an annual aggregate limit of $6.0 million.
Health care professionals with whom the Company has contracted must provide
evidence that they carry at least $1.0 million of insurance coverage, although
there is no assurance that such providers will continue to do so, or that such
insurance is, or will continue to be, adequate or available to protect the
Company, or that the Company will not have liability independent of that of such
providers and/or their insurance coverage. While the Company believes that it
has adequate insurance coverage, there can be no assurance that any such
insurance will be sufficient to cover any judgments, settlements or costs
relating to any pending or future legal proceedings (including any related
judgments, settlements or costs) or that any such insurance will be available to
the Company in the future on satisfactory terms, if at all. Any judgments,
settlements or costs relating to pending or future legal proceedings which are
not covered by insurance could have a material adverse effect on the Company's
results of operations or financial condition.     

                                       54

<PAGE>
 
     Potential Effect of Anti-Takeover Provisions; Issuance of Preferred Stock.
Certain provisions of the Pennsylvania Business Corporation Law, the Company's
Amended Articles of Incorporation and the Company's Restated Bylaws, such as a
staggered board of directors and limitations on stockholder actions and
proposals, may have the effect of discouraging, delaying or preventing a change
of control of the Company which could adversely affect the market price of the
Company's common stock. In addition, the Company's board of directors has the
authority to issue shares of preferred stock without shareholder approval and
upon such terms as the board of directors may determine. While the Company has
no present plans to issue any shares of preferred stock, the rights of the
holders of the Company's common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future.

     Compliance Program.  In August, 1998, HHS issued compliance program
guidance for home health agencies. The guidance encourages home health agencies
to develop effective internal controls that promote adherence to applicable
federal and state law and program requirements of federal, state and private
health plans. The absence of a compliance program or an incomplete or
ineffective compliance program may not be regarded favorably by HHS and could
negatively affect government audits, investigations, and/or inspections. During
fiscal 1998, the Company implemented an internal Compliance Program. Although
management believes the Compliance Program will be effective and will assist the
Company in monitoring and enhancing the effectiveness of its internal controls,
there can be no assurance that the Compliance Program will identify all
potential compliance issues or that as drafted it will be viewed as complete or
effective under audit or inspection by third party payors.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Sensitive Instruments

     The Company uses derivative financial instruments to reduce certain types 
of financial risk. Interest rate swaps are used to hedge interest rate risk. 
Interest rate swaps involve a risk of additional interest expense in the event 
that the prevailing LIBOR rate decreases from the Company's fixed interest rate 
on the swap. Hedging strategies have been reviewed and approved by management 
before being implemented.

     The status of the Company's derivative financial instruments as of June 30,
1998 is discussed in paragraph 4 of Note 5 to the fiscal 1998 consolidated
financial statements, included herein. A decrease in the three-month prevailing
LIBOR rate of 5 to 10% in connection with the Company's interest rate swap
agreement would not have a material adverse effect on the Company's results of
operations, cash flows or financial position.

                                       55
<PAGE>
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES              PAGE
                                                                       ----
    
        Report of Independent Accountants                               57
 
        Financial Statements:
        Consolidated Balance Sheets as of June 30, 1997 and 1998        58
 
        Consolidated Statements of Operations for the fiscal years 
          ended June 30, 1996, 1997 and 1998                            59
 
        Consolidated Statements of Cash Flows for the fiscal years 
          ended June 30, 1996, 1997 and 1998                            60
 
        Consolidated Statements of Stockholders' Equity for the fiscal 
          years ended June 30, 1996, 1997 and 1998                      61
 
        Notes to Consolidated Financial Statements                      62
 

     
                                       56
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS


Board of Directors
Home Health Corporation of America, Inc.
King of Prussia, Pennsylvania

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of Home Health
Corporation of America, Inc. and its subsidiaries at June 30, 1998 and 1997, and
the results of their operations and their cash flows for each of the three years
in the period ended June 30, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
    
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 13 to the
financial statements, on November 5, 1998 the Company received notification of
certain defaults under the Credit Facility (the "Credit Facility") and no longer
has the ability to borrow under the Credit Facility to fund operations.  The
Company has not arranged a long-term refinancing of the Credit Facility and as a
result of the current industry environment, the Company believes financing
alternatives available to the Company are limited. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 13.
The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.     

PricewaterhouseCoopers LLP

    
Philadelphia, Pennsylvania
September 2, 1998, except for paragraph 1 of note 5,
 for which the date is September 23, 1998, and note
 13, for which the date is November 5, 1998     
 

                                       57
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)


                                                           JUNE 30,    JUNE 30,
                             ASSETS                          1997        1998
                             ------                        --------    --------
Current assets:
  Cash and cash equivalents                                $    464    $  1,639
  Accounts receivable, net of allowance for doubtful 
    accounts of $10,847 and $12,187, respectively            56,410      58,908
  Inventories                                                 3,262       2,257
  Prepaid expenses and other current assets                   4,584       7,918
                                                           --------    --------
       Total current assets                                  64,720      70,722
Property and equipment, net                                  18,261      16,736
Goodwill, net of  accumulated amortization  of $3,347 
  and $6,118, respectively                                   68,202      46,803
Other assets, net                                             2,080       2,578
                                                           --------    --------
       Total assets                                        $153,263    $136,839
                                                           ========    ========
 
 
        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------
Current liabilities:
  Current maturities of long-term debt                     $  6,263    $  4,211
  Accounts payable                                            5,705       6,796
  Accrued salaries and related employee benefits              4,788       4,396
  Restructuring and other nonrecurring liabilities              764       3,667
  Other current  liabilities                                  3,996       3,270
                                                           --------    --------
       Total current liabilities                             21,516      22,340
 
Long-term debt, net of current portion                       78,793      85,311
Other noncurrent liabilities                                  2,382       3,095
 
Commitments and contingencies
 
Stockholders' equity:
  Preferred stock (undesignated), no par value, 10,000 
    shares authorized; no shares issued and outstanding        -           -
  Common stock, no par value, 20,000 shares authorized; 
    9,221 and 9,856 shares issued, 9,129 and 9,764 
    outstanding, respectively                                43,927      44,296
Retained earnings (accumulated deficit)                       6,645     (18,203)
                                                           --------    --------
       Total stockholders' equity                            50,572      26,093
                                                           --------    --------
         Total liabilities and stockholders' equity        $153,263    $136,839
                                                           ========    ========


   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       58
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)


                                                       YEAR ENDED JUNE 30,
                                                 ------------------------------
                                                   1996      1997       1998
                                                 -------   --------   ---------
Net revenues                                     $95,878   $150,232   $ 174,335
 
Operating costs and expenses:
  Patient care costs:
    Professional care and product costs           45,121     69,521      79,280
    Depreciation on equipment held for rental      1,091      2,297       3,428
                                                 -------   --------   ---------
      Total patient care costs                    46,212     71,818      82,708
 
  General and administrative                      36,100     54,254      70,828
  Provision for doubtful accounts                  3,464      8,431       7,271
  Depreciation                                       899      1,524       2,437
  Amortization                                     1,021      2,346       2,861
  Interest, net                                    1,579      3,849       7,508
  Merger and other nonrecurring                      913      3,009       6,370
  Writedown of goodwill                             -          -         23,516
                                                 -------   --------   ---------
 
      Total operating costs and expenses          90,188    145,231     203,499
                                                 -------   --------   ---------
 
Income (loss) before income taxes and
  extraordinary item                               5,690      5,001     (29,164)
 
 
Provision (benefit) for income taxes               2,396      2,187      (4,316)
                                                 -------   --------   ---------
 
Income (loss) before extraordinary item            3,294      2,814     (24,848)
 
  Extraordinary loss on debt redemption, net       1,161       -           -
                                                 -------   --------   ---------
 
      Net income (loss)                          $ 2,133   $  2,814   $ (24,848)
                                                 =======   ========   =========
     
Basic per share data:
    Earnings (loss) per share before
      extraordinary item                         $  0.37   $   0.33   $   (2.67)
    Extraordinary loss                             (0.18)        -           - 
                                                 -------   --------   --------- 
    Earnings (loss) per share                    $  0.19   $   0.33   $   (2.67)
                                                 =======   ========   =========
 
Diluted per share data:
    Earnings (loss) per share before
      extraordinary item                         $  0.36   $   0.32   $   (2.67)
    Extraordinary loss                             (0.18)        -           - 
                                                 -------   --------   --------- 
    Earnings (loss) per share                    $  0.18   $   0.32   $   (2.67)
                                                 =======   ========   =========
     

   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       59
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
<TABLE>
<CAPTION>
                                                                 YEAR  ENDED JUNE 30,
                                                           -------------------------------
                                                             1996        1997       1998
                                                           --------    --------   --------
<S>                                                        <C>         <C>        <C>
Cash flows provided by (used in) operating activities:
  Net income (loss)                                        $  2,133    $  2,814   $(24,848)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation, amortization and other                    3,195       6,210      8,726
      Provision for doubtful accounts                         3,464       8,431      7,271
      Writedown of goodwill                                    -           -        23,516
      Deferred income taxes                                     (28)         65     (2,131)
      Other                                                   1,784         318        557
  Net changes in certain assets and liabilities, net
    of acquisitions:
      Accounts receivable                                   (12,085)    (27,550)   (10,456)
      Inventories                                              (452)       (438)     1,005
      Prepaid expenses and other current assets                (221)       (216)    (2,870)
      Accounts payable, accrued expenses and other             (712)     (2,801)       (27)
      Restructuring and other nonrecurring liabilities         -           -         3,039
                                                           --------    --------   --------
         Net cash flows provided by (used in) operating 
           activities                                        (2,646)    (14,340)     3,782
                                                           --------    --------   --------
 
Cash flows used in investing activities:
  Purchases of property and equipment                        (3,346)     (3,789)    (2,753)
  Cash paid for acquisitions, net of cash acquired          (15,693)    (37,542)    (1,835)
  Other, net                                                   (399)       (979)      (349)
                                                           --------    --------   --------
         Net cash flows used in investing activities        (19,438)    (42,310)    (4,937)
                                                           --------    --------   --------
 
Cash flows provided by (used in) financing activities:
  Proceeds from long-term debt                               23,730      60,277      8,610
  Repayments of long-term debt                              (15,591)     (4,602)    (6,366)
  Proceeds from bridge financing                             13,000        -          -
  Repayment of bridge financing                             (13,000)       -          -
  Repayment of debt with Offering proceeds                   (9,984)       -          -
  Payment of deferred financing fees                           (200)       (287)      (263)
  Repayment of  preferred stock and preferred stock
    dividends                                                  (607)       -          -
  Proceeds from issuance of common stock                     24,778          31        349
                                                           --------    --------   --------
         Net cash flows provided by financing activities     22,126      55,419      2,330
                                                           --------    --------   --------
 
Net increase (decrease) in cash and cash equivalents             42      (1,231)     1,175
Cash and cash equivalents, beginning of year                  1,653       1,695        464
                                                           --------    --------   --------
Cash and cash equivalents, end of year                     $  1,695    $    464   $  1,639
                                                           ========    ========   ========
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       60
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                (in thousands)
<TABLE>
<CAPTION>
                                                                                      Retained
                                                                        Additional    Earnings                  Stock
                                       Class A and B    Common Stock,     Paid-in   (Accumulated  Treasury  Subscriptions
                                        Common Stock        no par        Capital     Deficit)     Stock      Receivable     Total
                                       --------------   --------------  ----------  ------------  --------  -------------   ------- 
                                       Shares  Amount   Shares  Amount
                                       ------  ------   ------  ------   
<S>                                    <C>     <C>      <C>     <C>     <C>         <C>           <C>       <C>             <C>
  Balance at June 30, 1995              2,634     264      185    -          2,394         2,607      (291)           (36)    4,938
Exercise of options and warrants          194      19      231     190          22                                              231
Issuance of warrants                     -       -        -       -          1,192          -         -              -        1,192
Recapitalization                       (2,828)   (283)   3,465   4,713      (3,504)         -          291           -        1,217
Issuance of common stock                 -       -       3,794  25,822        -             -         -              -       25,822
Conversion  of  subordinated note        -       -         400   3,000        -             -         -              -        3,000
Write-off of Series C preferred
  stock discount                         -       -        -       -           -             (786)     -              -         (786)

Preferred stock dividends                -       -        -       -           -             (117)     -              -         (117)

Forgiveness of shareholder loan          -       -        -       -           -             -         -                18        18
Net income                               -       -        -       -           -            2,133      -              -        2,133
                                       ------  ------   ------  ------  ----------  ------------  --------  -------------   ------- 

  Balance at June 30, 1996               -       -       8,075  33,725         104         3,837      -               (18)   37,648
Preferred stock dividends                -       -        -       -           -               (6)     -              -           (6)

Exercise of stock options                -       -          23      31        -             -         -              -           31
Issuance of common stock                 -       -         661   6,379        -             -         -              -        6,379
Forgiveness of shareholder loan          -       -        -       -           -             -         -                18        18
Exchange of preferred shares             -       -          81   1,250        -             -         -              -        1,250
Conversion of notes to common stock      -       -         189   2,042        (104)         -         -              -        1,938
Expiration of redemption requirement     -       -         100     500        -             -         -              -          500
Net income                               -       -        -       -           -            2,814      -              -        2,814
                                       ------  ------   ------  ------  ----------  ------------  --------  -------------   ------- 

  Balance at June 30, 1997               -       -       9,129  43,927        -            6,645      -              -       50,572
Exercise of stock options                -       -          50     349        -             -         -              -          349
Issuance of common stock                 -       -         585      20        -             -         -              -           20
Net loss                                 -       -        -       -           -          (24,848)     -              -      (24,848)

                                       ------  ------   ------  ------  ----------  ------------  --------  -------------   ------- 

  Balance at June 30, 1998               -       -       9,764  44,296        -          (18,203)     -              -       26,093
                                       ======  ======   ======  ======  ==========  ============  ========  =============   ======= 

</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       61
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                               
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

        The consolidated financial statements include the accounts of Home
Health Corporation of America, Inc. and subsidiaries (the Company). All
significant intercompany accounts and transactions have been eliminated. The
Company's financial reporting year represents a fiscal year of twelve calendar
months ending on June 30. Information included in these notes represents fiscal
years unless otherwise noted.

      Net Revenues

        The Company is paid for its services primarily by Medicare, managed care
companies, commercial insurance companies, state Medicaid programs and patients.
Revenues are recorded at established rates in the period during which the
services are rendered. Appropriate allowances to give recognition to third-party
payment arrangements are recorded when the services are rendered. The allowance
for doubtful accounts principally consists of an estimate of amounts that may
prove to be uncollectible. Payments received by the Company under Medicare and
Medicaid programs are based upon reimbursement of reasonable cost or a
predetermined specific fee structure. Reimbursable costs differing from the
Company's preliminary authorized payment rates for nursing services under the
Medicare and Medicaid programs are recognized as receivables or payables in the
period in which the costs are incurred. Adjustments to reimbursable costs
resulting from settlements of third-party payor cost reports are recognized in
the period of settlement. Approximately 62%, 61% and 61% of the Company's net
revenues in fiscal 1996, 1997 and 1998, respectively, are from participation in
Medicare and state Medicaid programs. The Company does not believe there are any
significant credit risks associated with receivables from Medicare and Medicaid.

        At June 30, 1997 and 1998, respectively, 49% and 40% of net accounts
receivable was due from Medicare and Medicaid. The ability of payors to meet
their obligations depends upon their financial stability, future legislation and
regulatory actions. Management provides an allowance for estimated amounts that
may prove to be uncollectible.

      Cash and Cash Equivalents

        All investments purchased with original maturities of three months or
less are considered cash equivalents.

      Inventories

        Inventories are carried at the lower of cost or market, with cost
determined using the average cost method, and is principally comprised of
medical supplies.
 
                                       62
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      Property and Equipment

        Property and equipment, which includes equipment held for rental, are
recorded at cost or respective fair market value at the time of acquisition and
include expenditures for major renewals and betterments. Equipment under capital
leases are stated at net present value of the minimum lease payments at the
inception of the lease. Maintenance and repairs which do not improve or extend
the life of the respective assets are charged to expense as incurred.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets or lease terms for leasehold improvements and
equipment under capital leases. Upon retirement or other disposition, the cost
and the related accumulated depreciation are removed from the accounts and any
gain or loss is included in the results of operations.

      Goodwill

        Goodwill arises from acquisitions and represents the excess of purchase
price over net identifiable acquired assets, and is amortized on a straight-line
basis over 20 to 25 years.

        Upon occurrence of a possible impairment event, management evaluates the
recoverability of goodwill using certain financial indicators such as historical
and future ability to generate income from operations. The Company's policy is
to record an impairment loss against the net unamortized cost of the asset in
the period when it is determined that the carrying amount of the asset may not
be recoverable. Some indications of possible impairment events include factors
such as the occurrence of a significant event, a significant change in the
environment in which the business operates or if the expected future net cash
flows would become less than the carrying amount of the asset. The Company
recorded a writedown of goodwill of $23.5 million during fiscal 1998. See 
note 2.

      Income Taxes

        The Company files a consolidated tax return with its subsidiaries for
federal tax purposes and on a separate Company basis for state tax purposes.
Deferred income taxes are provided using the asset and liability method for
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be realized.

      Earnings Per Share
    
        The Company adopted Statement of Financial Accounting Standard ("SFAS")
No. 128 ("SFAS 128"), "Earnings Per Share," during fiscal 1998. This statement
establishes standards for computing and presenting earnings per share. Basic
earnings per share is calculated using the average shares of common stock
outstanding while diluted earnings per share reflects the potential dilution
that could occur if stock options were exercised. The adoption of SFAS 128 did
not have a material effect on the Company's earnings per share. Earnings per
share and     

                                       63
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

common shares outstanding for fiscal 1996 and 1997 have been restated for
comparative purposes.

        The following table indicates a reconciliation of the numerator and
denominator in calculating earnings (loss) per share for the periods presented:
    
<TABLE>
<CAPTION>
                                                    1996      1997      1998
                                                 --------    ------   -------- 
<S>                                              <C>         <C>      <C>
Income (loss) before
  extraordinary item                             $  3,294    $2,814   $(24,848)          
Extraordinary loss                                 (1,161)        -          -
                                                 --------    -------  --------      
Net income (loss)                                   2,133     2,814    (24,848)
Write-off of discount on preferred stock             (787)        -          -
Dividends on preferred stock                         (117)       (6)         -
                                                 --------    -------  --------
Net income (loss) used for calculation of        
  basic and diluted income (loss) per share      $  1,229    $2,808   $(24,848)
                                                 ========    ======   ========  
                                                 
Weighted average number of common shares         
  outstanding used for calculation of basic      
  income (loss) per share                           6,535     8,549      9,316
Stock options and warrants assumed outstanding   
  during the period                                   118       138          -
                                                 --------    -------  --------
Weighted average number of common shares used    
  for calculation of diluted income (loss) per   
  share                                             6,653     8,687      9,316
                                                 ========    ======   ========  
</TABLE> 
     

     Use of Estimates

        The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expense during the reporting
period. Actual results could differ from these estimates.

     Recent Accounting Pronouncements
    
        In June 1997, the Financial Accounting Standards Board (the "FASB")
issued SFAS 130, "Reporting Comprehensive Income," which requires changes in
comprehensive income be shown in a financial statement that is displayed with
the same prominence as other financial statements. Additionally, the FASB issued
SFAS 131, "Disclosures about Segments of an Enterprise and Related Information,"
which requires disclosures in financial statements based on management's
approach to segment reporting and industry requirements to report selected
segment information, disclosures about products and services and major
customers, on a quarterly basis. The Company will be required to adopt SFAS 130
and 131 during fiscal 1999. The impact of these new standards on the Company's
future financial statements and disclosures has not been determined.

     In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments 
     
                                       64
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
    
and Hedging Activities," which establishes new policies and procedures for
accounting for derivatives and hedging activities. The Company will be required
to adopt SFAS 133 during fiscal 2000. The impact of this new standard on the
Company's future financial statements and disclosures has not been
determined.    

2.  MEDICARE REIMBURSEMENT REDUCTIONS AND RELATED RESTRUCTURING
                                                                               
        In August 1997, Congress approved the Balanced Budget Act of 1997 (the
"Budget Act"). The Budget Act established an interim payment system (the "IPS")
that provided for the lowering of reimbursement limits for home health nursing
visits. The Budget Act also provided for a 25% reduction in home oxygen
reimbursement from the 1997 fee schedule, effective January 1, 1998, and a
further reduction of 5% effective January 1, 1999. Compounding these reductions
was a freeze on consumer price index increases in oxygen reimbursement rates
until the year 2003. These changes in reimbursement have had and are expected to
continue to have a significant impact on the Company's current and future
operations.

        In an effort to reduce operating costs and respond to the above
reductions in Medicare reimbursement, the Company implemented a restructuring
plan during fiscal 1998. This plan, which included cost reduction and office
consolidation initiatives, as well as management's assessment of the continuing
value of goodwill under the changing reimbursement environment, resulted in pre-
tax accounting charges aggregating $28.7 million during fiscal 1998 which were
comprised of a writedown of goodwill of $23.5 million and restructuring costs of
$5.2 million.

        The writedown of goodwill was required based upon the estimated impact
of the announced reductions in Medicare oxygen reimbursement and the expected
impact of the IPS on the Company's continuing operations. The writedown was
comprised of $9.0 million related to certain durable medical equipment,
respiratory therapy, and infusion therapy companies and $14.5 million related to
certain Medicare cost-reimbursed nursing agencies.

        The restructuring costs of $5.2 million were principally comprised of
(i) the closure and consolidation of certain branch locations, including the
accrual of estimated facility exit costs and future lease costs, the write-off
of leasehold improvements and other exit costs; and (ii) estimated employee
severance costs in connection with the related termination of employees,
including certain former owners of businesses acquired. The initial phase of the
restructuring plan was substantially implemented by June 30, 1998. The final
phase is expected to be completed by December 1998. The cash portion of the pre-
tax accounting charge is estimated to be approximately $5.1 million.
Approximately $1.5 million was charged against the related accruals during
fiscal 1998. The restructuring costs were included in merger and other
nonrecurring expenses in the fiscal 1998 consolidated statement of operations.
    
        Restructuring and other nonrecurring liabilities in the fiscal 1997 
consolidated statement of operations principally included amounts the Company is
contractually obligated to pay to former owners of businesses acquired by the 
Company in connection with the involuntary termination of their employment 
during fiscal 1997.
     
3.  ACQUISITIONS

        There were no acquisitions consummated during fiscal 1998. The purchase
prices for the acquisitions prior to fiscal 1998 accounted for as purchases were
allocated to identifiable assets, principally accounts receivable, equipment and

                                       65
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

inventory. The results of operations for these acquisitions were included from
their respective acquisition dates.
 
      During September 1997 the Company entered into a definitive agreement
for the acquisition through merger of U.S. HomeCare Corporation ("USHO"). During
February 1998 the Company and USHO agreed to the termination of the proposed
merger. Deferred acquisition costs of $1.2 million associated with this proposed
merger were written-off during fiscal 1998 and included in merger and other
nonrecurring expenses in the fiscal 1998 consolidated statement of operations.

      Fiscal 1997 Acquisitions

      Pooling Transaction

      On November 12, 1996, the Company acquired Home Health Systems, Inc.
("HHSI") in a merger transaction. HHSI was a provider of durable medical
equipment and infusion and respiratory therapy services, with operations in New
Jersey, Pennsylvania, Maryland and Illinois. The Company issued 455,000 shares
of its Common Stock, net of shares that are treated similarly to treasury shares
for accounting purposes, in exchange for all the issued and outstanding shares
of HHSI. Merger costs of $1.6 million resulting from this acquisition were
recorded during fiscal 1997 and were reflected in merger and other nonrecurring
expenses in the fiscal 1997 consolidated statement of operations. The Company's
consolidated financial statements and related notes thereto have been restated
to combine the accounts and operations of HHSI with those of the Company for all
periods presented.

      Purchase Transactions

      The Company consummated ten acquisitions during fiscal 1997. The Company
entered the Texas and New England regions with five acquisitions, expanding its
operations into Texas, Massachusetts, New Hampshire, Rhode Island and Maine.
Additionally, the Company expanded its ongoing operations in Pennsylvania, New
Jersey, Maryland and the Tampa/St. Petersburg, Florida market with five
acquisitions. The acquisitions in fiscal 1997 included nursing and related
patient services, infusion therapy, durable medical equipment and respiratory
services. The aggregate consideration paid and debt assumed in these
acquisitions was $52.0 million, the cash portion of which was funded through
borrowings under the Credit Facility.

      The Company is required to make certain additional payments to former
owners of businesses acquired in prior periods if certain earnout targets are
achieved. During fiscal 1998, the Company paid $1.8 million in such earnout
consideration. During fiscal 1998 the Company issued 579,901 additional shares
in connection with an acquisition completed in fiscal 1997. Amounts required to
be paid in cash during fiscal 1999 as earnout consideration for non-Medicare
nursing and related patient services and infusion therapy services companies
acquired during prior periods approximates $2.1 million. The Company may also be
required to pay up to $2.1 million in the form of the Company's common stock to
certain former owners through fiscal 2000 if certain earnout targets are
achieved.
      

                                       66
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      The former owners of a business acquired by the Company commenced
litigation against the Company during the fourth quarter of fiscal 1998 for
nonperformance under certain provisions of the acquisition documents. See 
note 8.

      Certain former owners of businesses acquired by the Company have commenced
or threatened legal proceedings against the Company for non-payment of certain
promissory notes and earnout liabilities owed to them in connection with the
acquisitions, payment of which is prohibited by the Company's Credit Facility.
See note 5.

4.  PROPERTY AND EQUIPMENT

At June 30, 1997 and 1998, property and equipment consisted of:

<TABLE> 
<CAPTION> 

                                                            1997           1998
                                                          -------         -------
                                                            (amounts in thousands)

<S>                                                       <C>            <C> 
Equipment held for rental                                 $16,221        $17,121
Capitalized leases                                          5,279          7,245
Furniture, fixtures and equipment                           6,616          7,356
Leasehold improvements                                        756            883
                                                          -------        -------
                                                           28,872         32,605
Less accumulated depreciation                              10,611         15,869
                                                          -------        -------
                                                          $18,261        $16,736
                                                          =======        =======
</TABLE> 

5.   LONG-TERM DEBT

At June 30, 1997 and 1998, long-term debt consisted of:

<TABLE> 
<CAPTION> 
 
                                                            1997           1998
                                                           -------        -------
                                                           (amounts in thousands)
 
 <S>                                                       <C>           <C> 
 Senior Credit Facility:
   Working capital                                        $29,668        $38,278
  Acquisitions                                             42,458         42,458
Sellers notes with interest rates of approximately
  8%, principal and interest due monthly through
  fiscal year 2000                                          7,273          2,663
Other debt, principally capital leases, rates
  generally fixed from 8.5% to 18% through fiscal year       
  2003                                                      5,657          6,123
                                                          -------        -------
                                                           85,056         89,522
Less current maturities                                     6,263          4,211
                                                          -------        -------
                                                          $78,793        $85,311
                                                          =======        =======
</TABLE> 

                                       67
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      Senior Credit Facility
    
      On September 23, 1998, the Company and its lenders amended the Company's
senior credit facility (the "Credit Facility"). The Credit Facility, as amended,
limits the maximum amount of borrowings under the Credit Facility to $83.9
million, provides for temporary borrowings under the Temporary Supplemental Loan
Facility (the "Temporary Facility") of up to $1.4 million, for up to seven day
periods, through December 31, 1998 for payroll and related costs, prohibits the
Company from making certain subordinated payments to former owners of acquired
businesses and restricts the Company's ability to engage in acquisitions without
the prior written consent of the senior lenders. The Credit Facility further
limits, under certain circumstances, the Company's ability to incur additional
indebtedness, sell material assets, and prohibits payment of dividends. The
Company is also required to meet or exceed certain financial covenant ratios
including, (i) debt to capitalization ("leverage"); (ii) debt to earnings before
interest, taxes, depreciation and amortization ("debt to EBITDA"); and, (iii)
EBITDA to fixed operating costs ("fixed charge coverage"). The amendment to the
Credit Facility on September 23, 1998 waived the Company's compliance with the
debt to EBITDA and fixed charge coverage ratio requirements as of June 30, 1998
and amended these and certain other financial covenant requirements for future
periods. Other amendments to the Credit Facility during February and May 1998
waived and/or amended certain of these financial covenant requirements as of
December 31, 1997 and March 31, 1998, respectively. On September 23, 1998, the
Company had $83.4 million outstanding under the Credit Facility bearing interest
at a weighted average interest rate of 8.8%, and also, $3.4 million of cash on
hand. Indebtedness under the Credit Facility is collateralized by substantially
all of the assets of the Company, subject to certain permitted liens and
exceptions. Amounts outstanding under the Credit Facility mature March 31, 2000.
The Company failed to meet certain financial covenant requirements, including
fixed charge coverage, leverage and debt to EBITDA ratios, set forth in the
Credit Facility as of September 30, 1998, and, as a result, the Company was
notified on November 5, 1998 by its lenders that an event of default had
occurred. See Note 13.    

      Funds advanced under the Credit Facility bear interest on the
outstanding principal at a fluctuating rate based on either (i) the announced
prime rate of the agent bank plus the Company's margin (the "Prime Rate") or
(ii) the London Interbank Borrowing Rate, as elected from time to time by the
Company, plus the Company's margin ("LIBOR"). Interest is payable monthly if a
rate based on the Prime Rate is elected or at the end of the LIBOR period (but
in any event not to exceed one-month) if a rate based on LIBOR is elected. As of
June 30, 1998, all borrowings outstanding under the Credit Facility bore
interest at the weighted average LIBOR rate of 8.5%. After the Amendment, the
Prime and Libor Rates applicable to the Company's borrowings under the Credit
Facility were 10.25% and 8.8%, respectively, including the Company's margin.

        Certain former owners of businesses acquired by the Company have
commenced or threatened legal proceedings against the Company for non-payment of
certain amounts due to them in connection with acquisitions, payment of which is
currently prohibited by the Credit Facility. Such amounts aggregated $3.8
million at June 30, 1998, excluding related interest. The payment of these
amounts are subordinate to the rights of the senior lenders under the Credit

                                       68
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

Facility and, as such, certain of the former owners are not permitted under the
related subordination agreements to demand payment from the Company until all
amounts outstanding under the Credit Facility have been repaid. The Company is
required by the Credit Facility to use its best efforts to convert these amounts
to equity. As a result of approximately $3.5 million of these amoutns being
subordinated to the rights of the senior lenders, the Company believes the
ultimate outcome of these pending or threatened legal actions will not have a
material adverse effect on the Company's financial condition or results of
operations.

      Maturities of long-term debt, including capitalized lease obligations, for
the next five fiscal years are as follows:
<TABLE> 
<CAPTION> 

                FISCAL YEAR 
                ENDED JUNE 30
                -------------
                <S>                             <C> 
                (amounts in thousands)          
                1999                            $ 4,211
                2000                             82,895
                2001                              1,577
                2002                                668
                2003                                171
                                                -------
                                                $89,522
                                                =======
</TABLE> 

      Interest Rate Swap Agreement
 
        In April 1997, the Company entered into a two-year convertible interest
rate cap agreement with a financing institution. After the first year of the
agreement, the financing institution exercised its conversion option and
converted the agreement to an interest rate swap agreement, effectively fixing
the Company's annual interest expense at 6.2% on a notional amount of $11.0
million (the "Notional Amount"), and extending the term of the agreement through
April 2000. The Company will be required to pay to the financing institution the
difference between the three-month prevailing LIBOR rate (5.6% at June 30, 1998)
and 6.2% on the Notional amount on a quarterly basis. The Company estimates this
will result in additional interest expense of approximately $60,000 annually,
assuming the LIBOR rate at June 30, 1998 does not fluctuate during fiscal 1999.
 
6.  CAPITAL STOCK

      Initial Public Offering

        On November 13, 1995, the Company completed the initial public offering
of its stock (the "Offering"), pursuant to which the Company sold 3.5 million
shares of common stock, no par value. The Offering resulted in net proceeds of
$24.4 million to the Company before deduction of certain expenses payable by the
Company. The Company used the net proceeds to repay the bridge financing
incurred in connection with an acquisition in Tampa, Florida, senior
subordinated indebtedness, a portion of the Credit Facility and to redeem
preferred stock. The Company recorded an extraordinary loss of $1.2 million in
connection with this early extinguishment of indebtedness.

                                       69
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

        On December 12, 1995, the underwriters in the Offering exercised their
option to purchase additional shares of common stock, pursuant to which the
Company sold 193,000 shares of common stock, no par value, resulting in net
proceeds of approximately $1.3 million to the Company. These net proceeds were
used for working capital purposes.

     Recapitalization

       Upon consummation of the Offering, the Company implemented a plan of
recapitalization (the "Recapitalization") and amended its Articles of
Incorporation to authorize the issuance of up to 20 million shares of no par
value common stock and up to 10 million shares of preferred stock of such
classes and series and with such voting powers, designations, preferences,
rights and restrictions as may be established by the Board of Directors.

       Additionally, each share of the Company's Class A, B and C common stock
outstanding prior to the Offering was canceled and exchanged for one share each
of the Company's new no par value common stock. The Recapitalization also caused
each share of the Company's Series A Preferred Stock held in the treasury before
the Offering to be canceled, and provided for the redemption and cancellation of
the Company's Series B and Series C Preferred Stock at their par values of $10
per share plus accrued and unpaid dividends, aggregating approximately $2.7
million.
 
7.  WARRANTS AND OPTIONS

     Warrants

       Warrants outstanding at June 30, 1998 permit the holders to purchase an
aggregate of 25,000 shares of common stock for an exercise price of $2.54 per
share. These warrants expire June 30, 2002.

     Stock Option Plan

       In September 1995, the Company's stockholders approved the 1995 Amended
and Restated Employee and Consultant Equity Plan (the "Option Plan") and
authorized the reservation of up to 600,000 shares of the Company's common stock
for issuance under this plan. The Company's stockholders also authorized an
increase of 750,000 additional shares for issuance under the Option Plan during
the fiscal 1997 annual stockholder meeting. The Option Plan replaced the amended
and restated 1985 Incentive Compensation Plan (the "1985 Plan"). The Option Plan
provides for the granting of options to purchase shares of the Company's common
stock to officers, directors, employees and consultants of the Company. Options
issued under the Option Plan may be qualified or non-qualified grants. The
exercise price of qualified option grants cannot be less than 100% of the fair
market value of the shares on the date of grant. Options generally vest over a
three-year period and generally expire between five to ten years from the date
of grant.

                                       70
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

       The following is a summary of option transactions and exercise prices for
the periods presented:

<TABLE> 
<CAPTION>
                                                       PRICE PER SHARE
                                                ------------------------------- 
                                                 WEIGHTED
                                    OPTIONS       AVERAGE           RANGE
                                  -----------   ----------   ------------------
                                  (amounts in thousands, except per share data)
<S>                               <C>           <C>          <C> 
Outstanding at June 30, 1995           62         $ 1.63         $1.00 to $3.00
Granted                               294         $ 7.84        $7.50 to $10.00
Exercised                             (27)        $ 2.45         $1.00 to $3.00
                                  -----------   ----------   ------------------
Outstanding at June 30, 1996          329         $ 7.11        $1.00 to $10.00
Granted                               349         $11.18        $9.50 to $13.00
Exercised                             (23)        $ 1.33         $1.00 to $7.50
Canceled                              (43)        $ 9.67        $7.50 to $11.00
                                  -----------   ----------   ------------------
Outstanding at June 30, 1997          612         $ 9.47        $1.00 to $13.00
Granted                               341         $ 7.27        $4.56 to $14.75
Canceled                             (330)        $ 9.54        $1.00 to $13.00
Exercised                             (50)        $ 6.92         $1.00 to $9.00
                                  -----------   ----------   ------------------
Outstanding at June 30, 1998          573         $ 7.24        $1.00 to $13.00
                                  ===========   ==========   ==================
Exercisable at June 30, 1998          123         $ 5.32        $1.00 to $13.00
                                  ===========   ==========   ==================
</TABLE> 

       Options exercisable at June 30, 1998 include 3,334 options issued under
the 1985 Plan exercisable at $1.00 per share which expire in June 2005. The
remaining options exercisable at June 30, 1998 are exercisable at a weighted
average price of $5.71 per share and expire from November 2000 through February
2008.

       No compensation cost has been recognized for options granted under the
Option Plan as the Company adopted the disclosure-only provisions of Statement
of Financial Accounting Standard No. 123, "Stock Based Compensation" ("SFAS
123") during fiscal 1997. Under SFAS 123, compensation cost of $915,000 and
$1.1 million would have been recorded in fiscal 1997 and 1998, respectively, for
the Company's Option Plan based upon the fair value of the option awards.
Earnings (loss) per share would have been $0.22 and ($2.75) in fiscal 1997 and
1998, respectively, under SFAS 123. No compensation cost would have resulted in
fiscal 1996. The fair value determination was calculated using the Black-Scholes
option pricing model to value all stock options granted since July 1, 1994,
using the following assumptions, and assuming no dividends:

<TABLE> 
<CAPTION> 
                            WEIGHTED AVERAGE                     EXPECTED
                           RISK FREE INTEREST      EXPECTED      LIFE OF
  FISCAL YEAR ISSUED               RATE           VOLATILITY     OPTIONS
----------------------     ------------------     ----------     --------
<S>                        <C>                    <C>            <C> 
         1994                      4.6%               -  %          3
         1995                      5.0                -             7
         1996                      6.0               64.3           7
         1997                      6.7               59.4           7
         1998                      5.9               69.2           6
</TABLE> 
                                       71
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

8.   COMMITMENTS AND CONTINGENCIES
                                        
       The Company leases certain office facilities and other equipment under
noncancelable leases for terms ranging from one to six years with certain
renewal options. Future minimum lease payments under these leases for the next
five years are as follows:
<TABLE> 
<CAPTION> 
                                                CAPITAL      NONCANCELABLE
                                                LEASES      OPERATING LEASES
                                                -------     ----------------
                                                  (amounts in thousands)
<S>                                             <C>         <C> 
       1999                                     $ 1,915            $2,649
       2000                                       1,840             2,213
       2001                                       1,651             1,551
       2002                                         718               899
       2003                                         172               724
                                                -------     ----------------
       Total minimum lease payments               6,296            $8,036
                                                            ================
       Less amount representing interest            483
                                                -------     
       Present value of net minimum future      $ 5,813 
                                                =======
</TABLE> 
                                                                               
       Total rent expense under cancelable and noncancelable operating leases
amounted to $3.4 million, $4.7 million and $5.4 million for fiscal 1996, 1997
and 1998, respectively, including rent expense on equipment which is subleased
to patients and included in patient care costs of $1.5 million, $1.8 million and
$1.5 million, respectively.

       The Company has employment agreements with four officers which expire
through July 2001. These agreements provide for, among other things, total
annual base compensation of $751,000.

       The Company maintains medical malpractice and general liability insurance
coverage through non-captive insurance companies. Additionally, the Company has
self-insurance trusts for employee health insurance and workers compensation
claims in certain states. The Company establishes reserves for claims incurred
during the fiscal year but not reported until subsequent fiscal periods.

       On February 19, 1998, a shareholder commenced litigation against the
Company and certain named officers of the Company. In the lawsuit, entitled
Koenig v. Feldman, et al. which was filed in the United States District Court
-------------------------                                                    
for the Eastern District of Pennsylvania, the plaintiff alleges that the
defendants, in violation of federal securities laws, engaged in a scheme to
artificially inflate and maintain the market price of the Company's common stock
by, among other things, making false and misleading statements or failing to
disclose material facts in documents filed with the Securities and Exchange
Commission or in press releases issued by the Company, particularly with respect
to the Company's efforts to obtain timely payment for the Company's products and
services and the Company's termination of business with certain

                                      72
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
    
managed care companies. The plaintiff, who filed the lawsuit on behalf of
himself and all others similarly situated, seeks relief consisting of
unspecified money damages and certification of the lawsuit as a class action on
behalf of all persons who purchased the Company's common stock between September
3, 1997 and February 16, 1998. The Company believes that the lawsuit is without
merit and is vigorously defending itself. A motion filed by the Company to
dismiss the lawsuit is currently pending with the court.

     On June 8, 1998, certain former owners of a business acquired by the
Company commenced litigation against the Company and certain named officers of
the Company. This lawsuit, entitled Falkson, et al. v. Home Health Corporation
                                    ------------------------------------------
of America, Inc., et al., was filed in the United States District Court for the
------------------------
District of Massachusetts. Among other claims, the plaintiffs allege that delays
in the issuance and registration of shares pursuant to a formula in a
Subscription Agreement between the former owners and the Company has resulted in
damages, including a loss in excess of $1 million. The claims are for breach of
contract, breach of good faith and fair dealing, misrepresentation, fraudulent
inducement and violation of the Massachusetts Unfair and Deceptive Trade
Practices Act. As relief, the plaintiffs seek specific performance of the
Subscription Agreement, consequential damages in an unspecified amount resulting
from the alleged breaches, a declaratory judgment, punitive damages for the
fraud base claims and an award of costs and attorneys fees. The Company intends
to vigorously defend against these claims, and filed a motion to dismiss or
alternatively to transfer the action, which was recently denied by the Court.
The Company is continuing to defend itself vigorously.
     
     The Company is a party to certain other legal actions arising in the
ordinary course of business.
    
     The Company is unable to determine the possible loss or range of loss which
may result from the above actions. However, the Company believes it has adequate
legal defenses and/or insurance coverage for the above actions and that the
ultimate outcome of these actions will not have a material adverse effect on the
Company's financial condition, results of operations or liquidity.

     Certain former owners of businesses acquired by the Company have commenced
or threatened legal proceedings against the Company for non-payment of certain
amounts in connection with the acquisitions, payment of which is prohibited by
the Company's Credit Facility. See note 5.     

9.   EMPLOYEE BENEFIT PLANS

     The Company terminated its profit-sharing plan during fiscal 1998. As a
result, participants' account balances under the plan became fully-vested
immediately. The Company is in the process of distributing the assets to the
plan participants and is not entitled to receive any distributions or residual
balance under the plan.

     The Company provides a defined contribution 401(k) plan available to

                                      73
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

substantially all employees who become eligible to participate in the plan. The
Company does not make contributions under this plan.

10. INCOME TAXES

     The provision (benefit) for income taxes for the following fiscal years
consisted of:
<TABLE> 
<CAPTION> 
                                   1996       1997       1998
                                  ------     ------     -------
                                       (amounts in thousands)
<S>                               <C>        <C>        <C> 
Currently payable (receivable):   
  Federal                         $2,084     $2,274     $(1,294)
  State                              341        132          16
                                  ------     ------     -------
                                   2,425      2,406      (1,278)
                                  ------     ------     -------
Deferred:
  Federal                            (78)      (202)     (2,963)
  State                               49        (17)        (75)
                                  ------     ------     -------
                                     (29)      (219)     (3,038)
                                  ------     ------     -------
                                  $2,396     $2,187     $(4,316)
                                  ======     ======     =======
</TABLE> 

     A reconciliation of the U.S. Federal income tax rate to the effective tax
rate is as follows:
<TABLE> 
<CAPTION> 
                                            1996     1997     1998
                                            ----     ----     ----
<S>                                         <C>      <C>      <C> 
U.S. Federal income tax rate                 34%      34%     (34%)
State income taxes, net of Federal income 
  tax benefit                                 5        3        1
Other, principally nondeductible goodwill     3        7       18
                                            ----     ----     ----
Effective income tax rate                    42%      44%     (15%)
                                            ====     ====     ====
</TABLE> 

     Deferred tax assets (liabilities) were comprised of the following:
<TABLE> 
<CAPTION> 
                                                   1997        1998
                                                 -------     -------
                                                 (amounts in thousands)
<S>                                              <C>         <C> 
        Accounts receivable                      $ 1,786     $ 2,153
        Net operating losses                          50       1,045
        Depreciation and amortization                  -         398
        Restructuring and other nonrecurring           -         241
        Other                                        256         160
                                                 -------     ------- 
          Gross deferred tax assets                2,092       3,997
                                                 -------     -------
        Depreciation and amortization             (1,269)          -
        Other                                        (73)        (73)
                                                 -------     -------
          Gross deferred tax liabilities          (1,342)        (73)
                                                 -------     ------- 
        Valuation allowance                          (50)     (1,045)
                                                 -------     -------
            Net deferred tax asset               $   700     $ 2,879
                                                 =======     =======
</TABLE> 

                                      74
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

     Deferred tax assets and liabilities included in the balance sheets as of
the periods presented were as follows:
<TABLE> 
<CAPTION> 
                                                      1997            1998
                                                     ------          ------
                                                     (amounts in thousands)
<S>                                                  <C>             <C> 
        Net deferred tax assets, current             $1,973          $2,486
        Net deferred tax assets, noncurrent               -             393
        Net deferred tax liabilities, noncurrent      1,273               -
                                                     ------          ------
          Net deferred tax asset                     $  700          $2,879
                                                     ======          ======
</TABLE> 

     At June 30, 1998, certain of the Company's subsidiaries had state net
operating loss ("NOLs") carryforwards aggregating $19.7 million with varying
expiration dates. The Company has recorded a full valuation allowance against
these NOLs.

11. SUPPLEMENTAL CASH FLOW INFORMATION

     Supplemental disclosure of cash flow information
<TABLE> 
<CAPTION> 
                                                       1996     1997     1998
                                                      -------  -------  ------
                                                        (amounts in thousands)
<S>                                                   <C>      <C>      <C> 
Cash paid during the year for:
  Interest                                            $ 1,646  $ 3,274  $8,028
                                                      =======  =======  ======
  Income taxes                                        $ 1,433  $ 2,135  $  696
                                                      =======  =======  ====== 
Noncash investing and financing activities:
  Accrued dividends on preferred stock                $    67  $     6       -
                                                      =======  =======  ======
  Capital lease obligations incurred                  $   895  $ 1,433  $2,222
                                                      =======  =======  ======
  Issuance of warrants in connection with debt        $ 1,192        -       -
                                                      =======  =======  ======
  Conversion of subordinated note to stock            $ 3,000        -       -
                                                      =======  =======  ======
  Write-off of Series C preferred stock discount      $   787        -       -
                                                      =======  =======  ======
Acquisitions:
  Assets acquired and amounts paid to former 
    owners                                            $24,828  $61,457  $1,835
  Less:
    Liabilities assumed and acquisition costs           2,391   11,335       -
    Issuance of subordinated seller notes and
      subordinated convertible note                     5,400    6,201       -
    Issuance of common stock                            1,275    6,379       -
    Capital lease obligations assumed                      69        -       -
                                                      -------  -------  ------
      Cash paid, net of cash acquired                 $15,693  $37,542  $1,835
                                                      =======  =======  ======
</TABLE> 

                                      75
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

<TABLE> 
<CAPTION> 
                                             1996        1997       1998  
                                            -------     ------     ------
                                               (amounts in thousands)
<S>                                         <C>         <C>        <C> 
Conversion of HHSI convertible notes 
  into the Company's common stock:
    Common stock, no par                          -      2,042          -
    Additional paid-in capital                    -       (104)         -
                                            -------     ------     ------
                                                  -     $1,938          -
                                            =======     ======     ======
Exchange of HHSI preferred stock for 
  the Company's common stock                      -     $1,250          -
                                            =======     ======     ======
 
Recapitalization:
  Class A and B common stock                $  (280)         -          -
  Class C common stock                       (1,217)         -          -
  Redeemable Class B common stock              (500)         -          -
  Additional paid-in capital                 (3,504)         -          -
  Treasury stock                                291          -          -
  Redeemable common stock, no par value         500          -          -
  Common stock, no par value                  4,713          -          -
                                            -------     ------     ------ 
                                                  -          -          -
                                            =======     ======     ======
</TABLE> 
                                                                               
12. FOURTH QUARTER EVENTS

     The fourth quarter of fiscal 1998 included a pre-tax provision of $1.2
million for accounts receivable due from the Allegheny Health, Education and
Research Foundation ("AHERF") which filed for protection under Chapter 11 of the
U.S. Bankruptcy Code in July 1998. Due to the uncertainty of the outcome of
AHERF's bankruptcy proceedings, the Company recorded a reserve for the entire
amount of the pre-bankruptcy receivable. The Company is reimbursed by AHERF for
post-bankruptcy services on a pre-pay basis. This amount is included in
provision for doubtful accounts in the accompanying 1998 consolidated statement
of operations.
 
     The fourth quarter of fiscal 1998 also included a $1.5 million charge in
connection with the Company's restructuring initiatives. See note 2.

     
13.   LIQUIDITY AND GOING CONCERN

     The Company failed to meet certain financial covenant requirements,
including fixed charge coverage, leverage and debt to EBITDA ratios, set forth
in the Credit Facility as of September 30, 1998, and, as a result, the Company
was notified on November 5, 1998 by its lenders that an event of default had
occurred. Amounts outstanding under the Credit Facility aggregated $83.9 million
at November 5, 1998.  Pursuant to the terms of the Credit Facility, upon the
occurrence of an event of default and upon notice to the Company, the lenders
may terminate the Credit Facility and declare the entire unpaid balance of
principal, interest, fees and all other amounts of indebtedness of the Company
to the lenders to be immediately due and 
     

                                      76
<PAGE>
 
     
payable. No such notice has been received by the Company. However, the Company
has been notified by its lenders that due to the existence of the event of
default they will not make any advances to the Company under the $1.4 million
Temporary Facility and the Company will no longer be able to borrow under the
LIBOR interest rate option provided for under the Credit Agreement. The weighted
average interest rate would have been 9.75% at September 30, 1998 if interest
had been calculated under the Base Rate option provided for under the Credit
Agreement. Additionally, due to the existence of the event of default pursuant
to the terms of the Credit Facility, interest may be increased in the future by
an additional 2% per annum. The Company is engaged in negotiations with its
lenders to amend the Credit Facility and waive its default under the Credit
Facility. There can be no assurance that the Company will be able to
successfully negotiate an amendment to the Credit Facility on satisfactory
terms, if at all.

     The Company is not certain that its cash on hand, cash flows from
operations or cash flows from financing of certain capital expenditures through
leasing arrangements will be sufficient to allow the Company to meet its debt
service obligations, including the payment of interest, working capital, capital
expenditures or other cash flow requirements, and as a result, the Company may
be required to suspend payment of interest on its Credit Facility.  The
Company's ability to make payments with respect to the Credit Facility and to
satisfy its other obligations will depend on its future operating performance,
which will be affected by governmental regulations, prevailing economic
conditions, and other factors beyond the Company's control.  The Company is
reviewing its future capital requirements and attempting to identify its
financing alternatives.  These alternatives may include such actions as
refinancing amounts outstanding under the Credit Facility and/or hiring an
investment banker to assist the Company in reviewing its capital requirements
and identifying financing alternatives.  As a result of the current industry
environment, the Company believes that financing alternatives available to the
Company are limited. There can be no assurance that the Company's internally
generated funds and funds from any financings will prove to be sufficient to
fund the Company's operations.  There can be no assurance that the Company will
be able to obtain funds from other sources to meet its short or long-term
requirements. In order to obtain required funds the Company may engage in a
public or private offering of debt or equity securities or a sale or merger of
the Company. There can be no assurance that the Company will undertake any such
transaction, what the timing thereof would be or that the Company will be able
to obtain any additional funds or complete such a transaction on terms
acceptable to the Company. These or other adverse events could impact the
Company's ability to continue as a going concern.      

                                      77

<PAGE>
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

       The Company had no changes in or disagreements with accountants on
accounting and financial disclosure of the type referred to in Item 304 of
Regulation S-K.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Information required by this item is incorporated herein by reference to
the Company's proxy statement to be filed with respect to the 1998 annual
meeting of stockholders (the "Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION

       Information required by this item is incorporated herein by reference to
the Company's Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       Information required by this item is incorporated herein by reference to
the Company's Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information required by this item is incorporated herein by reference to
the Company's Proxy Statement.

                                      78
<PAGE>
 
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

       (a) The following documents are filed as part of this report:
 
           (1) Financial Statements:                                 Page Number
     
               Report of Independent Accountants                          57
               Consolidated Balance Sheets as of June 30, 1997 
                 and 1998                                                 58
               Consolidated Statements of Operations for the fiscal 
                 years ended June 30, 1996, 1997 and 1998                 59
               Consolidated Statements of Cash Flows for the fiscal 
                 years ended June 30, 1996, 1997 and 1998                 60
               Consolidated Statements of Stockholders' Equity for 
                 the fiscal years ended June 30, 1996, 1997 and 1998      61
               Notes to Consolidated Financial Statements                 62

           (2) Financial Statement Schedules:
 
               Report of Independent Accountants                          S-1
               Schedule II - Valuation and Qualifying Accounts for 
                 each of the three years in the period ended 
                 June 30, 1998                                            S-2
           (3) Exhibits:
 
               The exhibits filed with this report are listed in 
               the exhibit index on page 81.
      
       (b) Current Reports on Form 8-K:

           The Company did not file a report on Form 8-K during 
           the quarter ended June 30, 1998.

                                      79
<PAGE>
 
                                  SIGNATURES
    
     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on
December 17, 1998.
     
                                        HOME HEALTH CORPORATION OF AMERICA, INC.

                                        By: /s/ Bruce J. Feldman
                                           -------------------------------------
                                           Bruce J. Feldman,
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

     The Registrant and each person whose signature appears below hereby appoint
Bruce J. Feldman and David S. Geller as attorneys-in-fact with full power of
substitution, severally, to execute in the name and on behalf of the Registrant
and each such person, individually, and in each capacity stated below, one or
more amendments to the annual report which amendments may make such changes in
the report as the attorney-in-fact acting in the premises deems appropriate and
to file any such amendment to the report with the Securities and Exchange
Commission.
    
     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, on December 17, 1998.


     Signature                              Title
--------------------            -------------------------------

/s/ Bruce J. Feldman            President, Chief Executive Officer,
------------------------        Director and Chairman of the Board 
Bruce J. Feldman                (principal executive officer)     
                                    
 
/s/ David S. Geller             Chief Financial Officer
------------------------        (principal financial and accounting officer)
David S. Geller                     
 

/s/ G. Michael Bellenghi        Director
------------------------                    
G. Michael Bellenghi
 

/s/ Harvey Machaver             Director
------------------------                         
Harvey Machaver


/s/ Donald Gleklen             Director
------------------------                            
Donald Gleklen
     
                                      80
<PAGE>
 
                                 EXHIBIT INDEX
(a) EXHIBITS
<TABLE> 
<CAPTION> 
 
EXHIBIT NO.   DESCRIPTION
-----------   ------------------------------------------------------------------
<C>           <S> 
(a)     3.1   Amended and Restated Articles of Incorporation of the Company.
(a)     3.2   Amended and Restated Bylaws of the Company.
(b)    10.1   Stock Purchase Agreement among HHCA, Home Health Corporation of
                New Hampshire, Randy DiSalvo, R.S.D. Management Services, Inc.,
                Nursing Services Home Care, Inc. and Nursing Services Home Care,
                Ltd.
(c)    10.2   Asset Acquisition Agreement Among Home Health Corporation of
                America, Inc. and its Nominees, LHS Holdings, Inc., Liberty
                Health Services, Inc., Nurses Today M/C, Inc. and Mark H.
                O'Brien .
(c)    10.3   Asset Acquisition Agreement Among Home Health Corporation of
                America, Inc. and its Nominees, PDN, Inc., Medical I.V., Inc.
                and Mark H. O'Brien.
(c)    10.4   Indemnification Agreement Among Home Health Corporation of
                America, Inc. and its Nominees, LHS Holdings, Inc., Liberty
                Health Services, Inc., Nurses Today M/C, Inc., PDN, Inc.,
                Medical I.V., Inc. and Mark H. O'Brien.
(a)    10.5   Asset Acquisition Agreement among Home Care Medical Supply and
                Equipment, Inc., Alpha Home Care Services, Inc., Joel Schreiber,
                and Joseph J. D'Alessandro, including schedules and exhibits
                thereto.
(a)    10.6   Subordination Agreement among CoreStates Bank, N.A., Summit
                Ventures II, L.P., Summit Investors II, L.P., CoreStates
                Enterprise Fund, and Alpha Home Care Services, Inc.
(a)    10.7   Stock Purchase Agreement by and between Home Health Corporation of
                Delaware, Inc., William Moses, Milton Altshuler, Steven R.
                Altshuler, and Jane Altshuler, relating to Delaware Acquisition.
(a)    10.8   Asset Acquisition Agreement between HHCDME, Inc., and Master
                Medical Supply Co., Inc., relating to Delaware Acquisition.
(a)    10.9   Asset Acquisition Agreement between HHCD, Inc., and Professional
                Home Health Care Agency, Inc., relating to Delaware Acquisition.
(a)   10.10   Indemnification Agreement relating to Delaware Acquisition.
(a)   10.11   Agreement among Home Health Care Corporation of Delaware, Inc.,
                HHCD, Inc., HHCDME, Inc., Master Medical Supply Co., Inc.,
                Professional Home Health Services, Inc., Professional Home
                Health Care Agency, Inc., William Moses, Andra H. Moses, Steven
                R. Altshuler, and Jane Altshuler, relating to Delaware
                Acquisition.
(a)   10.12   Full Payment Guaranty of the Company relating to Delaware
                Acquisition.
(a)   10.13   Subordination Agreement among CoreStates Bank, N.A., Summit
                Ventures II, L.P., Summit Investors II, L.P., CoreStates
                Enterprise Fund, and parties to Delaware Acquisition transaction
                documents.
(a)   10.14   Separation Agreement among Home Health Corporation of America,
                Inc., Home Health Corporation of Delaware, Inc., HHCD, Inc.,
                HHCDME, Inc., Steven R. Altshuler, Jane E. Altshuler, William W.
                Moses and Andra H. Moses
(a)   10.15   Asset Purchase Agreement between Pennsylvania Home Care, Inc. and
                Healthcare Professionals, Inc.
</TABLE> 
                                      81
<PAGE>
 
    
<TABLE> 

<C>           <S> 
(d)   10.16   Third Amended and Restated Credit Agreement.
(e)   10.17   Amendment No. 1 to the Third Amended and Restated Credit
                Agreement.
(a)   10.18   Lease between the Company and Swedeland Road Corporation, relating
                to the Company's principal executive offices.
(a)   10.19   Employment Agreement between the Company and Bruce J. Feldman. *
(i)   10.20   Employment Agreement between the Company and David S. Geller. *
(i)   10.21   Employment Agreement between the Company and James J. Swiniuch. *
(i)   10.22   Employment Agreement between the Company and Joseph Grilli.  *
(a)   10.23   1995 Employee and Consultant Equity Plan. *
(a)   10.24   1984 Employee Stock Option Plan (Qualified and Non-Qualified), as
                amended and restated. *
(a)   10.25   Consent and Amendment to Note and Stock Purchase Agreement, dated
                September 29, 1995, among the company, certain subsidiaries of
                the Company, Summit Ventures II, L.P., Summit Investors II, L.P.
(a)   10.26   Subordination Agreement, dated September 29, 1995, among
                CoreStates Bank, N.A., Summit Ventures II, L.P., Summit
                Investors II, L.P., Summit Subordinated Debt Fund, L.P.,
                CoreStates Enterprise Fund and Preferred Diagnostic Services,
                Inc.
(a)   10.27   Asset Acquisition Agreement among the Company, Home Health
                Corporation of America, Inc. -Tampa, Preferred Diagnostic &
                Medical Services, Inc., Preferred Diagnostic Services, Inc., G&S
                Industries, Inc., and Joel M. Grossman, Jeffrey Grossman, Joseph
                Sterensis, Barbara Sterensis and Richard Levitt.
(a)   10.28   Registration Rights Agreement, dated September 28, 1995, among the
                Company, a subsidiary of the Company, Preferred Diagnostic &
                Medical Services, Inc. and Preferred Diagnostic Services, Inc.
(f)   10.29   Amended and Restated Agreement and Plan of Merger among Home
                Health Corporation of America, Inc., HHCA Acquisition
                Corporation, Inc. and U.S. HomeCare Corporation.
(g)   10.30   Termination of Amended and Restated Agreement and Plan of Merger
                among Home Health Corporation of America, Inc., HHCA Acquisition
                Corporation, Inc. and U.S. HomeCare Corporation.
(g)   10.31   Amendment No. 3 to Third Amended and Restated Credit Agreement.
(h)   10.32   Amendment No. 4 to Third Amended and Restated Credit Agreement.
(i)   10.33   Amendment No. 5 to Third Amended and Restated Credit Agreement.
(i)   11.1    Computation of basic earnings (loss) per share for each of the
                three years in the period ended June 30, 1998.
(i)   11.2    Computation of diluted earnings (loss) per share for each of the
                three years in the period ended June 30, 1998.
      23.1    Consent of Independent Accountants
(i)   27.1    Financial data schedule for fiscal 1998.
(i)   27.2    Financial data schedule for fiscal 1997 (amended).
(i)   27.3    Financial data schedule for fiscal 1996 (amended).
</TABLE> 
----------
     
                                      82
<PAGE>
 
(a)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (Registration No. 33-96888) dated November 8, 1995, as amended.
     
(b)  Incorporated by reference to the Company's Form 10-Q dated September 30,
     1996 and filed November 14, 1996.
(c)  Incorporated by reference to the Company's Form 8-K dated January 10, 1997
     and filed January 24, 1997.
(d)  Incorporated by reference to the Company's Form 10-Q dated March 31, 1997
     and filed May 14, 1997.
(e)  Incorporated by reference to the Company's Form 10-K/A dated June 30, 1997
     and filed October 28, 1997.
(f)  Incorporated by reference to the Company's Form 8-K dated September 26,
     1997 and filed October 7, 1997.
(g)  Incorporated by reference to the Company's Form 10-Q dated December 31,
     1997 and filed February 17, 1998.
(h)  Incorporated by reference to the Company's Form 10-Q/A dated March 31, 1998
     and filed June 3, 1998.
(i)  Incorporated by reference to the Company's Form 10-K dated June 30, 1998 
     and filed September 24, 1998. 
*    Represents management contract or compensatory plan
     

                                      83
<PAGE>
 
                   REPORT OF INDEPENDENT ACCOUNTANTS ON THE
                         FINANCIAL STATEMENT SCHEDULE

    
Our audits of the consolidated financial statements referred to in our report, 
which includes an explanatory paragraph regarding substantial doubt about the
Company's ability to continue as a going concern, dated September 2, 1998,
except for paragraph 1 of note 5, for which the date is September 23, 1998,and
note 13, for which the date is November 5, 1998, appearing on page 57 of this
Form 10-K/A, also included an audit of the financial statement schedule listed
in Item 14 (a)(2) of this Form 10-K/A. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.    


PricewaterhouseCoopers LLP
    
Philadelphia, Pennsylvania
September 2, 1998, except for paragraph 1 of note 5,
  for which the date is September 23, 1998, and note
  13, for which the date is November 5, 1998
     
                                      S-1
<PAGE>
 
           HOME HEALTH CORPORATION OF AMERICA, INC. AND SUBSIDIARIES

                SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
         FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED JUNE 30, 1998

                            (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         DESCRIPTION
                                    ----------------------------------------------------
                                    BALANCE AT      CHARGED
                                    BEGINNING    TO COSTS AND                BALANCE AT
                                     OF YEAR       EXPENSES     DEDUCTIONS   END OF YEAR
                                    ----------   ------------   ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
             1998
-------------------------------
Allowance for doubtful accounts      $10,847        $7,271        $5,931       $12,187
Income tax valuation allowance            50           995             -         1,045
 
             1997
-------------------------------
Allowance for doubtful accounts        5,656         8,431         3,240        10,847
Income tax valuation allowance            50             -             -            50
 
             1996
-------------------------------
Allowance for doubtful accounts        4,360         3,464         2,168         5,656
Income tax valuation allowance            50             -             -            50
Inventory valuation allowance             40             -            40             -
</TABLE>

                                      S-2