-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KbqGNFn2Fiki1PmkxVbqS/hgGDgd00MXvaDULls/q4VKdHp3c1fbK1Tumiyfg2aw rL4IN8zRyr2tSIOLSU547w== 0000931763-96-000268.txt : 19960617 0000931763-96-000268.hdr.sgml : 19960617 ACCESSION NUMBER: 0000931763-96-000268 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960614 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROTECH MEDICAL CORP CENTRAL INDEX KEY: 0000771142 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 592115892 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14003 FILM NUMBER: 96581610 BUSINESS ADDRESS: STREET 1: 4506 LB MCLEOD RD STE F CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078412115 MAIL ADDRESS: STREET 1: 4506 LB MCLEOD RD SUITE F STREET 2: PO BOX 536576 CITY: ORLANDO STATE: FL ZIP: 32811 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended April 30, 1996 -------------- 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 0-14003 -------------------------- ROTECH MEDICAL CORPORATION ----------------------------- (Exact name of Registrant as specified in its Charter)
Florida 59-2115892 - ------------------------------ --------------------- (State of jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4506 L.B. McLeod Road, Suite F, Orlando, Florida 32811 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 841-2115 - -------------------------------------------------------------------------------
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 and 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 the number of shares outstanding of each of the issuer's classes of common stock as of June 10, 1996: 25,351,660 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - ------------------------------------------------------------------------------- Index
PAGE ---- Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets, Interim at April 30, 1996 and Year End at July 31, 1995 Condensed Consolidated Interim Statements of Income for the Three Months and Nine Months Ended April 30, 1996 and 1995 Condensed Consolidated Interim Statements of Shareholders' Equity for the Nine Months Ended April 30, 1996 and 1995 Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended April 30, 1996 and 1995 Notes to Condensed Consolidated Interim Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Signature
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES ________________________________________________________________________________________________ Condensed Consolidated Balance Sheets April 30 July 31 1996 1995 ASSETS (Unaudited) ----------------------------------- Current Assets: Cash $ 5,491,066 $ 577,283 Accounts Receivable: Trade, less allowance for contractual adjustments and doubtful accounts 74,290,522 42,236,981 Other 4,596,604 1,418,918 Inventories 17,366,646 12,036,188 Prepaid expenses 796,627 388,728 ------------ ------------ Total Current Assets 102,541,465 56,658,098 Other Assets: Intangible assets, less accumulated amortization 132,882,278 68,811,955 Other assets 2,314,285 249,070 ------------ ------------ 135,196,563 69,061,025 Property and equipment, less accumulated depreciation 74,839,060 45,912,848 ------------ ------------ $312,577,088 $171,631,971 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable, accrued expenses and other liabilities $ 13,313,487 $ 8,842,171 Notes payable to banks 124,684,024 9,980,000 Deferred income taxes 735,252 334,504 Income taxes receivable (667,718) (306,849) ------------ ------------ Total Current Liabilities 138,065,045 18,849,826 Other liabilities: Deferred income taxes 5,805,616 3,123,625 Shareholders' Equity: Common Stock, par value $.0002 per share, 50,000,000 shares authorized, 23,295,628 shares at April 30, 1996 and 22,843,642 shares at July 31, 1995 issued and outstanding 4,676 4,586 Treasury stock, at cost (814,535) (814,535) Additional paid-in capital 122,519,933 118,029,198 Retained earnings 46,996,353 32,439,271 ------------ ------------ 168,706,427 149,658,520 ------------ ------------ $312,577,088 $171,631,971 ============ ============
Note: The consolidated balance sheet at July 31, 1995 has been condensed from the audited financial statements at that date. See notes to condensed consolidated interim financial statements. 1
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES ___________________________________________________________________________________________________ Condensed Consolidated Interim Statements of Income Three Months Ended Nine Months Ended April 30, April 30, April 30, April 30, 1996 1995 1996 1995 ------------------------------------------------------------------- (Unaudited) (Unaudited) Operating revenue $72,983,865 $35,031,464 $179,566,243 $94,336,199 Cost and Expenses: Cost of revenue 20,281,706 9,226,431 49,312,209 25,620,513 Selling, general and administrative 34,862,199 17,915,022 86,602,076 47,449,051 Depreciation and amortization 7,739,381 2,186,204 17,501,895 6,046,955 Interest 1,761,293 452,961 3,098,014 763,331 ------------- ----------- ------------ ----------- 64,644,579 29,780,618 156,514,194 79,879,850 ------------- ----------- ------------ ----------- Income before income taxes 8,339,286 5,250,846 23,052,049 14,456,349 Income tax expense 2,897,933 1,900,000 8,356,368 5,310,000 ------------- ----------- ------------ ----------- Net Income $5,441,353 $ 3,350,846 $14,695,681 $ 9,146,349 ============= =========== ============ =========== Net Income Per Share: Primary $0.22 $0.17 $0.60 $0.46 Fully diluted $0.22 $0.17 $0.60 $0.46 Weighted Average Number of Shares Outstanding: Primary 24,927,156 19,800,846 24,353,982 19,965,944 Fully diluted 25,299,450 19,925,846 24,679,950 20,090,944
See notes to condensed consolidated interim financial statements. 2 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Condensed Consolidated Interim Statements of Shareholders' Equity
Common Stock Additional -------------------- Treasury Paid-in Retained Shares Amount Stock Capital Earnings (Unaudited) ---------------------------------------------------------------- Balance, August 1, 1994 19,009,540 $3,818 $(814,535) $ 64,518,168 $19,613,012 Issuance of Common Stock in acquisition of subsidiaries 464,470 93 3,742,960 Issuance of Common Stock pursuant to Employee Stock Compensation Plan 38,536 8 230,210 Net income for the nine months ended April 30, 1995 9,146,349 ---------- ------ --------- ------------ ----------- Balance, April 30, 1995 19,512,546 $3,919 $(814,535) $ 68,491,338 $28,759,361 ========== ====== ========= ============ =========== Balance, August 1, 1995 22,843,642 $4,586 $(814,535) $118,029,198 $32,439,271 Issuance of Common Stock in acquisition of subsidiaries 299,816 60 3,018,853 Issuance of Common Stock pursuant to Employee Stock Compensation Plan 38,170 8 256,292 Issuance of Common Stock pursuant to exercise of stock options 114,000 22 1,215,590 Issuance, repurchase and retirement of Common Stock pursuant to exercise of stock options and related put options (138,597) Net income for the nine months ended April 30, 1996 14,695,681 ---------- ------ --------- ------------ ----------- Balance, April 30, 1996 23,295,628 $4,676 $(814,535) $122,519,933 $46,996,353 ========== ====== ========= ============ ===========
See notes to condensed consolidated financial statements. 3 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Condensed Consolidated Interim Statements of Cash Flows
Nine Months Ended April 30, April 30, 1996 1995 (Unaudited) --------------------------- Net Cash Provided by Operating Activities $17,925,633 $ 8,994,845 Investing Activities Purchases of property and equipment (20,869,030) (9,465,837) Changes in advances and deposits (1,820,791) (171,939) Payments for acquisition of net assets, net of cash acquired (105,532,796) (20,549,694) ------------ ------------- Net Cash Used in Investing Activities (128,222,617) (30,187,470) Financing Activities Net proceeds from long-term debt and notes payable 114,704,024 23,399,000 Proceeds from issuance or Common Stock 925,094 268,370 Repurchase of Common Stock (418,351) (418,380) ------------ ------------- Net Cash Provided by Financing Activities 115,210,767 23,248,990 ------------ ------------- Increase in Cash 4,913,783 2,056,365 Cash at Beginning of Period 577,283 331,681 ------------ ------------- Cash at End of Period $ 5,491,066 $ 2,388,046 ============ =============
See notes to condensed consolidated interim financial statements. 4 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Notes to Condensed Consolidated Interim Financial Statements (Unaudited) Note A - Basis of Reporting The condensed consolidated interim balance sheet as of April 30, 1996 and the condensed consolidated interim statements of income, shareholders' equity and cash flows for the nine months ended April 30, 1996 and 1995 are unaudited. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring accruals, necessary for the fair statement of the results of the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's consolidated audited financial statements as of and for the year ended July 31, 1995. The results of operations for the interim period are not necessarily indicative of the results which may be expected for an entire year. Note B - Notes Payable The Company received $107,250,000 in net proceeds from the completion of a convertible subordinated debenture offering on May 30, 1996. The debentures are dated June 1, 1996, have a term of seven years, bear interest of 5.25% per year and have a conversion price of $26.25 per share. The debentures have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States, except pursuant to an applicable exemption from the Securities Act of 1933 registration requirements. Upon receipt, the proceeds were used to reduce outstanding indebtedness under the Company's existing $150,000,000 syndicated bank credit facility. On June 4, 1996, the Company expanded the same credit facility to $200,000,000, of which approximately $172,000,000 was available for borrowing at June 10, 1996. The terms and covenants are similar to those in the previous loan agreement. Note C - Shareholders' Equity On May 21, 1996, the Company distributed a 100% common stock dividend to shareholders of record as of April 30, 1996 to effect a 2-for-1 stock split. Shareholders' equity has been restated to give retroactive recognition to the stock split for all periods presented by reclassifying from additional paid in capital to common stock the par value of the additional shares arising from the split. In addition, for all periods presented, all references in the consolidated financial statements and footnotes thereto to number of shares, per share amounts, weighted average shares outstanding, as well as stock option and related price information have been restated to give retroactive effect to the split. Effective May 1, 1996, the Board of Directors authorized the creation of the Key Employee Stock Option Plan and allocated 1,000,000 shares to be restricted for options to be granted under the Plan. To date, no grants have been made under this plan. In February 1996, options were exercised for the purchase of 142,852 shares of Common Stock at prices ranging from $5.94 to $9.50 per share. During the nine months ended April 30, 1996, the Company issued 453,662 shares of its Common Stock as partial consideration for the purchases of several home health care companies. The Company holds 1,829,940 shares in escrow related to acquisitions as contingent shares to be released upon the development of future events, with such measurement dates from July 1996 to March 1998. 5 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Notes to Condensed Consolidated Interim Financial Statements (Unaudited)-continued Note D - Subsequent Events During the period from May 1, 1996 to May 31, 1996, the Company paid cash of approximately $6,790,000 to purchase the net assets of five home health care companies based in Alabama, Colorado, Georgia, Oklahoma and Texas. Effective May 1, 1996 the Company adopted a 401(k) plan for the benefit of its employees. The Plan is a defined contribution plan with matching contributions to be made by the Company, subject to certain vesting requirements. Note E - Pro Forma Condensed Combined Statements of Income The pro forma condensed combined statement of income for the year ended July 31, 1995 has been prepared to illustrate the estimated combined effects of the various Agreements of Purchase and Sale (Agreements) upon RoTech Medical Corporation (the Company) for those acquisition transactions consummated between August 1, 1995 and May 31, 1996. The pro forma condensed combined statement of income was derived by adjusting the historical statement for the year ended July 31, 1995 of the Company and the unaudited historical statements of income for the most recent fiscal year end of the unaudited acquired entities. The pro forma condensed combined interim statement of income for the nine months ended April 30, 1996 was derived by adjusting the unaudited interim historical statement of income for the nine months ended April 30, 1996 of the Company and the unaudited interim historical statements of income of the acquired entities for the period prior to their respective inclusion in the unaudited interim historical statement of income of the Company for the nine months ended April 30, 1996. The entities acquired prior to April 30, 1996 are included in the Company's balance sheet as of April 30, 1996. The operations of any entities acquired subsequent to April 30, 1996 are not included in the Company's historical interim statement of income as presented herein. The net assets of any entities acquired subsequent to April 30, 1996 are not included in the Company's balance sheet as of April 30, 1996. The pro forma condensed combined statements of income were prepared as if the purchases and sales had occurred on the first day of the respective periods presented. The pro forma condensed combined statements of income presented are not necessarily indicative of the results of operations that might have occurred had such transactions been completed as of the date specified or of the results of operations of the Company and its subsidiaries for any future period. No changes in operating revenue and expenses have been made to reflect the results of any modification to operations that might have been made had the Agreements been consummated on the aforesaid assumed effective date for purposes of presenting pro forma results. The pro forma condensed combined statements of income include amortization of goodwill as if the Agreements had been completed on the assumed effective date referred to above. The pro forma condensed combined statements of income should be read in conjunction with the audited consolidated financial statements and related notes thereto included elsewhere herein. (a) Amortization on intangibles recorded in the combined acquisitions (amortized over various lives from 5 to 30 years). (b) Additional net interest expense related to borrowings for cash paid to acquire combined entities; assumed borrowed on the first day of the respective periods presented. (c) Adjustment to income tax expense for the tax expense relating to the net income as adjusted for the combined acquired entities. Income taxes are calculated on the basis that operations of the consolidated company could be combined as one company for federal income tax purposes at the actual historical rate for the period. (d) Additional shares of the Company's Common Stock issued pursuant to the Agreements; assumed issued on the first day of the respective periods presented. 6 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Pro Forma Condensed Combined Statement of Income
FOR THE YEAR ENDED JULY 31, 1995 ------------------------------------------------------------------------ (UNAUDITED) ROTECH MEDICAL ROTECH MEDICAL CORPORATION CONSOLIDATED COMBINED CORPORATION YEAR ENDED ACQUIRED PRO FORMA COMBINED JULY 31, 1995 ENTITIES ADJUSTMENTS PRO FORMA RESULTS ------------------------------------------------------------------------ Operating revenue.............................. $134,111,458 $106,362,848 $240,474,306 Cost and expenses.............................. Cost of revenue............................ 36,287,811 39,308,191 75,596,002 Selling, general and administrative........ 66,477,381 52,595,859 119,073,240 Depreciation and amortization.............. 9,565,238 2,011,776 $5,054,389(a) 16,631,403 Interest................................... 835,462 1,105,346 5,416,156(b) 7,356,964 ------------ ----------- ----------- ------------ 113,165,892 95,021,172 10,470,545 218,657,609 ------------ ----------- ----------- ------------ Income before income taxes..................... 20,945,566 11,341,676 (10,470,545) 21,816,697 Income tax expense............................. 7,800,800 2,628,048 (2,304,310)(c) 8,124,538 ------------ ----------- ----------- ------------ Net income............................. $ 13,144,766 $ 8,713,628 $(8,166,235) $ 13,692,159 ============ ============ =========== ============ Net Income Per Share: Primary.................................... $0.64 $0.60 Fully diluted.............................. $0.62 $0.59 Weighted average number of shares outstanding: Primary.................................... 20,684,000 2,168,160(d) 22,852,160 Fully diluted.............................. 21,054,378 2,168,160(d) 23,222,538
7 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - ------------------------------------------------------------------------------- Pro Forma Condensed Combined Statement of Income
FOR THE NINE MONTHS ENDED APRIL 30, 1996 ------------------------------------------------------------------------ (UNAUDITED) ROTECH MEDICAL ROTECH MEDICAL CORPORATION CONSOLIDATED COMBINED CORPORATION NINE MONTHS ENDED ACQUIRED PRO FORMA COMBINED APRIL 30, 1996 ENTITIES ADJUSTMENTS PRO FORMA RESULTS ------------------------------------------------------------------------ Operating revenue.............................. $179,566,243 $ 34,322,582 $213,888,825 Cost and expenses.............................. Cost of revenue............................ 49,312,209 11,219,702 60,531,911 Selling, general and administrative........ 86,602,076 17,684,189 104,286,265 Depreciation and amortization.............. 17,501,895 782,384 $1,822,428(a) 20,106,707 Interest................................... 3,098,014 415,030 1,900,565(b) 5,413,609 ------------ ------------- ----------- ----------- 156,514,194 30,101,305 3,722,993 190,338,492 ------------ ------------- ----------- ----------- Income before income taxes..................... 23,052,049 4,221,277 (3,722,993) 23,550,333 Income tax expense............................. 8,356,368 409,934 (229,307)(c) 8,536,995 ------------ ------------- ----------- ----------- Net income............................. $ 14,695,681 $3,811,343 $(3,493,686) $15,013,338 ============ ============= =========== =========== Net Income Per Share: Primary.................................... $0.60 $0.60 Fully diluted.............................. $0.60 $0.59 Weighted average number of shares outstanding: Primary.................................... 24,353,982 768,934(d) 25,122,916 Fully diluted.............................. 24,679,950 768,934(d) 25,448,884
8 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - ------------------------------------------------------------------------------- Notes to Condensed Consolidated Interim Financial Statements (Unaudited)-continued Note C - Pro Forma Condensed Combined Statements of Income-continued (a) Amortization on intangibles recorded in the combined acquisitions (amortized over various lives from 5 to 30 years). (b) Additional net interest expense related to borrowings for cash paid to acquire combined entities; assumed borrowed on the first day of the respective periods presented. (c) Adjustment to income tax expense for the tax expense relating to the net income as adjusted for the combined acquired entities. Income taxes are calculated on the basis that operations of the consolidated company could be combined as one company for federal income tax purposes at the actual historical rate for the period. (d) Additional shares of the Company's Common Stock issued pursuant to the Agreements; assumed issued on the first day of the respective periods presented. 9 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations For the Three Months Ended and Nine Months Ended April 30, 1996, and 1995 Operating revenue for the three months ended April 30, 1996 increased 108% to $72,984,000 from $35,031,000 for the three months ended April 30, 1995. Operating revenue increased 90% to $179,566,000 for the nine months ended April 30, 1996 from $94,336,000 for the nine months ended April 30, 1995. This increase in operating revenue is attributable to acquisitions and expanded product and service lines in existing areas of operation. The Company has focused its acquisition and expansion efforts to develop the home respiratory and other home medical equipment line of business, yet employs a single sales force to market all products and services offered by the Company. Operating revenue for the home respiratory and other medical equipment grew to $57,730,000 for the three months ended April 30, 1996 from $22,123,000 for the three months ended April 30, 1995. This 161% increase was due mainly to increases in patient bases throughout the Company's locations and increased marketing efforts in certain locations. The majority of the Company's acquisitions made during the nine months ended April 30, 1996 are primarily in this line of business. Operating revenue from home infusion therapy and other pharmacy-related products and services increased 12% to $9,850,000 for the three months ended April 30, 1996 from $8,811,000 for the three months ended April 30, 1995. Growth in this line of business should continue as the Company expands its referral bases and available products and services. Operating revenue from primary care physician services increased to $5,404,000 for the three months ended April 30, 1996 from $4,097,000 for the three months ended April 30, 1995. Growth in this line of business over the prior year is due to the Company's increased market penetration in the two regional markets where it operates. Cost of revenue as a percentage of operating revenue was 27.8% for the three months and 27.5% for the nine months ended April 30, 1996 compared to 26.3% for the three months and 27.2% for the nine months ended April 30, 1995. The addition of new entities coupled with changes in the product mix at existing locations causes this relationship to be subject to constant change. Consolidation of purchasing functions and purchasing power is an on-going task as the Company continues to acquire businesses with varied needs, strengths and product mixes. Selling, general and administrative expenses as a percentage of operating revenue decreased to 47.8% for the three months and 48.2% for the nine months ended April 30, 1996 from 51.1% and 50.3% for the respective periods in the prior year. Changes in the Company's mix of business affect these categories. 10 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Depreciation and amortization expense increased to $17,502,000 for the nine months ended April 30, 1996 from $6,047,000 for the nine months ended April 30, 1995. This increase is attributable to the Company's purchases of intangible and fixed assets resulting from various acquisitions along with the additional fixed assets needed for the increased rentals of equipment. The Company incurred net interest expense of $3,098,000 for the nine months ended April 30, 1996 compared to net interest expense of $763,000 for the nine months ended April 30, 1995. The interest expense resulted from the Company borrowing monies to fund its acquisition program, which included approximately $115,000,000 borrowed between August 1, 1995 and April 30, 1996. Income tax expense was provided at a 36.3% effective rate for the nine months ended April 30, 1996, comparable to actual rates experienced in prior periods. As a result of the foregoing, net income increased 61% to $14,696,000 for the nine months ended April 30, 1996 from $9,146,000 for the nine months ended April 30, 1995. Liquidity and Capital Resources At April 30, 1996, total current assets were $102,541,000 and total current liabilities were $138,065,000, resulting in negative working capital of $35,524,000. The Company's current ratio was 0.74 to 1.00 at April 30, 1996 compared to 1.40 to 1.00 at April 30, 1995. The decline in the current ratio is attributable to the Company carrying the entire balance of notes payable to banks of $124,684,000 as a current liability. During the nine months ended April 30, 1996, the Company generated cash of $17,926,000 from operating activities, primarily as a result of net income of $14,696,000, depreciation and amortization of $17,502,000 and the timing of purchases of and payments for operating items. As of April 30, 1996, the Company had borrowed $124,684,000 on its working capital line of credit of $150,000,000 to fund certain acquisitions. The Company's syndicated bank credit facility was expanded from $150,000,000 to $200,000,000 on June 4, 1996. The Company completed a $110,000,000 convertible subordinated debenture offering on May 30, 1996. The net proceeds were used to reduce outstanding indebtedness under the credit facility. Management believes the Company's credit capacity is sufficient for the projected growth of the Company. At April 30, 1996, net accounts receivable were $74,291,000 compared to $37,016,000 at April 30, 1995. The Company's days revenue outstanding on net accounts receivable were 92 days at April 30, 1996 compared to 95 days at April 30, 1995. Acquired receivables with no corresponding revenue account for approximately 9 days revenue outstanding on net accounts receivable at April 30, 1996. 11 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Part II. Other Information - -------- ----------------- Item 1. Legal proceedings NOT APPLICABLE Item 2. Changes in securities On May 21, 1996, the Company distributed a 100% Common Stock dividend to shareholders of record on April 30, 1996 to effect a 2-for-1 stock split On May 30, 1996, the Company completed an Offering of $110,000,000 of convertible subordinated debentures as described in the Form 8-K as filed with the Commission on June 13, 1996. Item 3. Defaults upon senior securities NOT APPLICABLE Item 4. Submission of matters to a vote of security holders NOT APPLICABLE Item 5. Other information NOT APPLICABLE Item 6. Exhibits and Reports on Form 8-K Current Reports on Form 8-K/A, Form 8-K and Form 8-K/A were filed on January 11, 1996, April 1, 1996 and May 31, 1996, respectively, indicating the acquisition of a significant aggregate of individually insignificant subsidiaries. Current Reports on Form 8-K were filed on May 17, 1996 and June 13, 1996 indicating the offering and sale of convertible subordinated debentures. Current Report on Form 8-K was filed on June 13, 1996 attaching the press release of the earnings announcement for the thrid quarter ended April 30, 1996. 12 ROTECH MEDICAL CORPORATION AND SUBSIDIARIES - -------------------------------------------------------------------------------- Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROTECH MEDICAL CORPORATION a Florida Corporation Dated: 06/14/96 By: /s/ Rebecca R. Irish -------- --------------------------- Rebecca R. Irish, Treasurer and Chief Financial Officer 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Form 10-Q for the quarter ended April 30, 1996 and is qualified in its entirety by reference to such financial statements. 3-MOS 9-MOS JUL-31-1996 JUL-31-1996 FEB-01-1996 AUG-01-1995 APR-30-1996 APR-30-1996 5,491,066 5,491,066 0 0 78,887,126 78,887,126 0 0 17,366,646 17,366,646 102,541,465 102,541,465 112,448,227 112,448,227 (37,609,167) (37,609,167) 312,577,088 312,577,088 138,065,045 138,065,045 0 0 121,710,074 121,710,074 0 0 0 0 46,996,353 46,996,353 312,577,088 312,577,088 72,983,865 179,566,243 72,983,865 179,566,243 20,281,706 49,312,209 20,281,706 49,312,209 42,601,580 104,103,971 0 0 1,761,293 3,098,014 8,339,286 23,052,049 2,897,933 8,356,368 0 0 0 0 0 0 0 0 5,441,353 14,695,681 $0.22 $0.60 $0.22 $0.60
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