SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: June 22, 2001
TTI HOLDINGS OF AMERICA CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-30734 11-3255619
(State of Incorporation) (Commission File Number) (IRS Employer
Identification #)
76 North Broadway, Hicksville, New York 11501
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(Address of Principal Executive Offices)
516.931.5700
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(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On May 16, 2001, the Company filed a Certificate of Amendment with the
Secretary of State of the State of Delaware amending the name of the Registrant
to "TTI HOLDINGS OF AMERICA CORP." This action was approved by the Board of
Directors and a majority of shares entitled to vote. It was previously reported
incorrectly as TTI Holdings Corp.
The Company has completed the purchase of five more Comprehensive
Outpatient Rehabilitation Facility's ("CORF")(as described on the Current
Report, Form 8-K, filed on May 17, 2001). These CORF's, are:
Senior Heath Care of Wisconsin, Inc.
631 George Street
Green Bay, WI 54302
Northside Rehab, Inc.
6301 N. Keystone Avenue
Indianapolis, IN 46220
Senior Health Care of Illinois, Inc.
3740 E. Lakecenter
Quincy, IL 62301
Allied Rehabilitation Specialists, P.C.
1395 S. Marietta Parkway
Marietta, GA 30067
Comprehensive Wellness Group, Inc.
1770 N.E. Miami Gardens Drive
North Miami, FL 33179
The exact number of shares to be issued to the shareholder(s) of each
CORF as the purchase price is to be determined using a formula. The formula to
determine the share price used in calculating the number of shares issued to the
shareholder(s) of the CORF is:
Three applicable periods relative to the value of the Company's stock
30-day period prior to the acquisition;
30-day period from the acquisition (inclusive of acquisition
day); and
31 to 60 day period from acquisition (inclusive of acquisition
date)
The average high ask price and the low bid price are averaged for each
period as set forth above. In no event shall the Average Price be below $4.00 or
above $15.00. The two lowest Average Prices for the three periods are then
averaged to determine the share price placed at the time of acquisition.
The Medicare/senior citizen age group (65 and older) is the largest and
fastest growing segment of the population. Currently there are 38 million people
enrolled in Medicare. Each day, another 10,000 people are added to the program.
The Medicare Conditions of Participation define a CORF as a
"nonresidential facility that is established and operated exclusively for the
purpose of providing diagnostic, therapeutic and restorative services to
outpatients for the rehabilitation of injured, disabled or sick persons at a
single fixed location, by or under the supervision of a physician." Under this
definition, many outpatient rehabilitation providers have upgraded their Part
"B" license to Part "A" CORF certification, but few thus far have become
certified.
CORF's are not new, they have existed since 1981 as a not-for-profit
Medicare Part "A" provider. Congress developed CORF so that outpatient providers
would have many of the same opportunities as acute care facilities, such as
hospitals and nursing homes, in providing care to Medicare patients. Prior to
January 1, 1999, a CORF was paid on the basis of allowable cost, less the Part
"B" Medicare deductible and co-insurance. Starting in 1999, CORF's are allowed
to make a profit. The Medicare Program is divided into Part "A" and Part "B"
providers. Part "A" providers include: full service facilities, hospitals,
nursing facilities, CORF and home health care agencies. These Part "A" providers
enjoy greatly enhanced economic benefits in comparison to Part "B" providers.
Medicare Part "B" providers are subject to extremely restrictive
benefits. In order to expand the scope of services to eligible Medicare patients
without financial distress, Part "B" providers must be affiliated with a Part
"A" provider, such as a CORF. Hence, this is why chiropractors, podiatrists,
physicians and other Part "B" provider's facilities want to get or serve as an
off-site for a Part "A" CORF license.
Services now available to Medicare patients through a CORF include, but
are not limited to:
Physician services
Physical therapy
Occupational therapy
Speech therapy
Respiratory therapy
Prosthetic and orthodontic devices
Social and psychological services
Nursing care
Sleep labs
Cardiac therapy
Drugs and biologicals that cannot be self-administered
Appliances and equipment which are medically necessary and ordinarily
furnished by rehabilitation facilities
Each CORF primary license site can provide all of the above listed and
other approved services. However, each off-site facility can only provide
physical, occupational and speech therapies. By expanding the services that
Medicare will pay for, CORF certification can assist an out patient
rehabilitation provider to develop new programs that help it operate under
Managed Care.
The CORF's broad range of services are convenient for the patient. The
access to varied CORF services can be likened to the convenience of supermarket
shopping. Instead of going to separate stores for each specialty item, the
shopper can buy all the products in one location. Likewise, an eligible patient
needing care can obtain physical therapy, occupational therapy, speech therapy,
psychological services and any of the other services offered at one location,
thus saving the patient time and increasing availability.
Prior to January 1, 1999, a CORF was paid on the basis of allowable
cost less the Part "B" Medicare deductible and co-insurance. Allowable costs
include all items related to the treatment of Medicare patients and could be
broken down as Indirect Costs (those not associated with any particular
treatment, such as rent, telephone, utilities leases, etc.); Direct costs (those
associated directly with a particular treatment, such as employee salaries,
owner compensation and contractor compensation etc.) and Administrative costs
(consulting and management fees, billing and accounting fees, etc.) Prior to
1999, CORF income had to be equal to allowable costs. If income exceeded the
amount of allowable costs, the excess income had to be returned to Medicare.
After January 1, 1999, a CORF was compensated on a fee for service bases (not
based on cost), with a $1,500 per beneficiary limit per medical discipline,
excepting psychological service fees which are unlimited.
Since January 1, 1999, if CORF income exceeded costs, the Part "A"
provider retains the difference. For example, if a provider treats 100 Medicare
patients who have been prescribed Physical therapy and Occupational therapy by a
medical doctor, the total billing for the 100 patients could be $300,000. After
paying the physical therapist, the occupational therapist and any overhead
expenses, the excess, if any, is kept by the CORF. If salaries and overhead were
$200,000, the profit to the CORF would be $100,000. Under the not-for-profit
system previously in place, Medicare would keep this excess amount. Under the
current new system, the CORF owner keeps the excess amount.
The Company intends to continue to acquire these CORF's. The Company
believes that the excess amounts earned by the CORF's will provide a substantial
cash flow to the Company, even after the expenses to be paid to the management
company that administers the billing and collection for the CORF's.
The Company intends to file the appropriate and necessary financial
statements required within the time period set forth in the applicable rules.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS
The Company intends to file the appropriate and necessary financial
statements required within the time period set forth in the applicable rules.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
EXHIBITS
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
By: /s/ Andrew B. Mazzone
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Andrew B. Mazzone
CEO, President
Date: June 29, 2001