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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Check One:

Commission file number 0-19532

AMERICAN HOMEPATIENT, INC.

Registrant’s telephone number, including area code: (615) 221-8884

None.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(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 the filing requirements for the past 90 days.

      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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

      The aggregate market value of registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the price at which the stock was sold, or average of the closing bid and asked prices, as of March 24, 2003 was $4,582,869.

      On March 24, 2003, 16,367,869 shares of the registrant’s $0.01 par value Common Stock were outstanding.

Documents Incorporated by Reference

      The following documents are incorporated by reference into Part III, Items 10, 11, 12 and 13 of this Form 10-K: Portions of the Registrant’s definitive proxy statement for its 2003 Annual Meeting of Stockholders.

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PART I

ITEM 1.      BUSINESS

Introductory Summary

      American HomePatient, Inc. was incorporated in Delaware in September 1991. American HomePatient, Inc.’s principal executive offices are located at 5200 Maryland Way, Suite 400, Brentwood, Tennessee 37027-5018, and its telephone number at that address is (615) 221-8884. American HomePatient, Inc. and subsidiaries (the “Company”) provides home health care services and products consisting primarily of respiratory and infusion therapies and the rental and sale of home medical equipment and home health care supplies. These services and products are paid for primarily by Medicare, Medicaid and other third-party payors. As of December 31, 2002, the Company provided these services to patients primarily in the home through 285 centers in 35 states. From its inception through 1997 the Company experienced substantial growth primarily as a result of its strategy of acquiring and operating home health care businesses. Beginning in 1998, the Company’s strategy shifted from acquiring new businesses to focusing more on internal growth, integrating its acquired operations and achieving operating efficiencies. The Company’s periodic and current reports, as filed with the Securities and Exchange Commission, are available, free of charge, on the website of the Securities and Exchange Commission (www.sec.gov).

Recent Developments

      Proceedings under Chapter 11 of the Bankruptcy Code. On July 31, 2002, American HomePatient, Inc. and 24 of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief to reorganize under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Filing”) in the United States Bankruptcy Court for the Middle District of Tennessee (the “Bankruptcy Court”). These cases (the “Chapter 11 Cases”) have been consolidated for the purpose of joint administration under Case Number 02-08915-GP3-11. Pleadings in these cases may be viewed at the Court’s website, www.tnmb.uscourts.gov. On January 2, 2003, the Company filed its Second Amended Joint Plan of Reorganization (the “Plan”), proposed by the Company and the Official Committee of Unsecured Creditors appointed by the Office of the United States Trustee in the Chapter 11 Cases. A Disclosure Statement, the purpose of which is to enable creditors entitled to vote on the Plan to make an informed decision before exercising their right to vote, accompanied the Plan and was also filed on January 2, 2003. The hearing before the Bankruptcy Court on confirmation of the Plan has been set for April 23, 2003. The bankruptcy filing was prompted by the impending December 31, 2002 maturity of a credit facility (the “Bank Credit Facility”) evidenced by a Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) between the Company and Bank of Montreal, as agent for a syndicate of lenders (the “Lenders”). Indebtedness under the Bank Credit Facility as of December 31, 2002 totals $278.7 million (which excludes adequate protection payments to the Lenders totaling $8.0 million as of that date).

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      The Debtors are currently operating their business as debtors-in-possession under the supervision of the Bankruptcy Court. As a debtor-in-possession, the Company is authorized to operate its business but may not engage in transactions outside its ordinary course of business without the approval of the Bankruptcy Court. The Company has not sought to obtain debtor-in-possession secured financing (“DIP Financing”) and currently does not intend to do so. Rather, the Company has operated using cash flow and cash on hand to fund day-to-day operations during the bankruptcy process, which is consistent with its operations since the Lenders terminated the Company’s ability to access a revolving line of credit in 2000. At December 31, 2002 the Company had cash and cash equivalents of approximately $22.8 million. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources”). The Bankruptcy Filing is not anticipated to have a material impact on the Company’s existing joint ventures with unrelated parties, and the Company currently does not anticipate that any other subsidiary or affiliate of the Company will file a voluntary petition for relief.

      On October 15, 2002, the Company, the Lenders and the unsecured creditors filed an agreed order with the Bankruptcy Court authorizing the use of cash collateral and granting adequate protection payments to the Lenders. This order authorizes the Company to use cash collateral, but provides certain restrictions on the Company’s ability to make cash disbursements. The Company is authorized to use cash collateral solely for the following purposes: (i) to make cash disbursements as set forth in a cash forecast prepared by the Company, not to exceed 5% in any four week rolling period; (ii) to pay fees required by the Office of the United States Trustee; (iii) to make adequate protection payments to the Lenders; and (iv) to replace or increase certain letters of credit. The Company agreed to make adequate protection payments to the Lenders of $1.6 million per month beginning with the month of August 2002, subject to maintaining a required minimum cash balance of $12.0 million plus the amount necessary to fund incentive bonuses that will come due through March 31, 2003, as well as any amounts necessary to replace or increase letters of credit. An initial payment totaling $3.2 million for August and September 2002, in the aggregate, was made on October 15, 2002, and additional adequate protection payments have been paid on the 15th of each successive month. All payments due to the Lenders in connection with the cash collateral usage have been timely made through and including the payment due March 15, 2003. The application of such payments is subject to further order of the Bankruptcy Court and the Bankruptcy Court may recharacterize the application of any payment regardless of how characterized by the Company or the Lenders.

      The accompanying consolidated financial statements have been prepared on a going concern basis and in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7 (“SOP 90-7”), “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” Accordingly, these consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. All pre-petition liabilities subject to compromise have been segregated in the consolidated balance

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sheets and classified as liabilities subject to compromise, at the estimated amount of allowable claims. Liabilities not subject to compromise are separately classified as current and non-current in the consolidated balance sheets. Revenues, expenses, realized gains and losses, and provisions for losses and expenses resulting from the reorganization are required to be reported separately as reorganization items. Cash used for reorganization items is disclosed separately in the consolidated statements of cash flows.

      Liabilities Subject to Compromise and Reorganization Items. Liabilities subject to compromise refer to liabilities incurred prior to the commencement of the Chapter 11 Cases. These liabilities consist primarily of amounts outstanding under the Bank Credit Facility, the Government Settlement (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Government Regulation – Legal Proceedings”), and capital leases, and also include accounts payable, accrued interest, amounts accrued for future lease rejections, professional fees related to the reorganization, and other accrued expenses. Such claims remain subject to future adjustments based on negotiations, actions of the Bankruptcy Court, further developments with respect to disputed claims, and other events. Payment terms for these amounts will be established in connection with the Chapter 11 Cases.

      The Company has received approval from the Bankruptcy Court to pay or otherwise honor certain pre-petition liabilities, including wages and benefits of employees, reimbursement of employee business expenses, insurance costs, medical directors fees, utilities and patient refunds in the ordinary course of business. The Company is also authorized to pay pre-petition liabilities to certain vendors providing critical goods and services, provided these payments do not exceed a predetermined amount. As a debtor-in-possession, the Company also has the right, subject to Bankruptcy Court approval and certain other limitations, to assume or reject executory contracts and unexpired leases. The parties affected by these rejections may file claims with the Bankruptcy Court in accordance with bankruptcy procedures. Any such damages resulting from lease rejections will be treated as general unsecured claims in the reorganization.

      The principal categories of claims classified as liabilities subject to compromise under reorganization proceedings are as follows:

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      Reorganization items represent expenses that are incurred by the Company as a result of reorganization under Chapter 11 of the Federal Bankruptcy Code. These items are comprised of the following:

      See “Risk Factors – Bankruptcy Proceeding” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

      Debtors and Non-Debtors Financial Statements. The Debtors filed voluntary petitions for relief to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The Company’s joint ventures (both consolidated and non-consolidated) are not part of the bankruptcy filing.

      In accordance with SOP 90-7, the Company is presenting the following condensed combining financial statements as of and for the year ended December 31, 2002:

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American HomePatient, Inc. and Subsidiaries
Condensed Combining Balance Sheets as of December 31, 2002
(unaudited)

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American HomePatient, Inc. and Subsidiaries
Condensed Combining Statements of Operations
for the Year Ended December 31, 2002
(unaudited)

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American HomePatient, Inc. and Subsidiaries
Condensed Combining Statements of Cash Flows
for the Year Ended December 31, 2002
(unaudited)