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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
1-8147
(Check One) X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR CUSIP NUMBER
584906101
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For Period Ended: ____________September 30, 1995____________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________
Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________
PART I--REGISTRANT INFORMATION
_______________________________MEDIQ Incorporated_______________________________
Full Name of Registrant
_______________________________________N/A______________________________________
Former Name if Applicable
_________________________________One MEDIQ Plaza________________________________
Address of Principal Executive Office (Street and Number)
__________________________Pennsauken, New Jersey 08110__________________________
City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form
N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if
applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant is in the process of obtaining amendments to certain of its
loan agreements, which will significantly affect the information contained
in its Report on Form 10-K. The Registrant had anticipated that the
necessary amendments would be obtained in December 1995, but was not able
to do so without unreasonable effort and expense. The Registrant
contemplates obtaining the amendments and being able to provide the
Commission with its completed Report on Form 10-K within fifteen days
following the prescribed due date.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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F. Douglas Raymond, III (215) 988-2548
(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s). X Yes No
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(3) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? X Yes No
If so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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SEE RIDER ATTACHED HERETO
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________________________MEDIQ Incorporated________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date _____December 29, 1995____ By /s/ Michael F. Sandler
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Michael F. Sandler,
SVP--Finance and CFO
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(section 232.12(b) of this chapter).
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RIDER TO FORM 12B-25
OF
MEDIQ INCORPORATED
The Registrant anticipates that the financial statements to be filed as a
part of the Annual Report on Form 10-K will reflect the following financial
results, which were contained in a news release on December 28, 1995:
For the three months ended September 30, 1995, revenues were $30.3 million,
compared to $18.6 million for the comparable period in 1994, and operating
income was $2.5 million, compared to an operating loss of $3.6 million in the
prior year. The net loss from continuing operations was $1.4 million, or $.06
per share, as compared to a loss of $1.9 million, or $.08 per share, in the
comparable 1994 period.
For the fiscal year ended September 30, 1995, revenues were $132.2
million, compared to $81.5 million in the prior year, and operating income was
$23.9 million, compared to $1.1 million in the prior year. The net loss from
continuing operations was $209,000, or $.01 per share, versus a loss of $5.8
million, or $.24 per share in fiscal 1994.
Prior year results of operations for the quarter and fiscal year ended
September 30, 1995 have been restated to separately report the results of
discontinued operations, which include the Diagnostic Imaging Services Group,
the Company's 40% equity interest in InnoServ Technologies, Inc. (formerly MMI
Medical, Inc.) and several other non-core businesses.
The revenues of MEDIQ/PRN Life Support Services, Inc. ("MEDIQ/PRN"), the
Company's principal subsidiary, increased to $128.8 million from $74.9 million
in the prior year, and earnings before interest, taxes, depreciation and
amortization (EBITDA) increased to $60.5 million from $25.6 million in 1994.
The Company also reported that in the first quarter of fiscal 1996, it
incurred approximately $2.0 million in restructuring charges for employee
severance costs relating to a decision to downsize corporate functions and
consolidate activities.
The following is a summary of the consolidated operating results of the
Company for the three and twelve month periods ended September 30, 1994 and
September 30, 1995.
MEDIQ Incorporated
CONSOLIDATED OPERATING RESULTS
(in thousands, except per share data)
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Three Months Ended Fiscal Year Ended
Sept. 30, Sept. 30,
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1995 1994(1) 1995 1994(1)
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Revenues $30,265 $18,613 $132,241 $81,498
Operating income (loss) $ 2,537 ($ 3,623) $ 23,938 $ 1,095
Income (loss) from continuing
operations before taxes ($ 1,770) ($ 4,102) $ 1,095 ($ 8,954)
Loss from continuing operations ($ 1,447) ($ 1,898) ($ 209) ($ 5,848)
Loss from discontinued operations ($ 3,884) ($ 1,483) ($ 4,738) ($ 1,470)
Net loss (% 5,331) ($ 3,381) ($ 4,947) ($ 7,318)
Earnings Per Share:
Loss from continuing operations ($ 0.06) ($ 0.08) ($ 0.01) ($ 0.24)
Loss from discontinued operations ( 0.16) ( 0.06) ( 0.19) ( 0.06)
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Net loss ($ 0.22) ($ 0.14) ($ 0.20) ($ 0.30)
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Weighted Average Shares Outstanding 24,699 24,500 24,604 24,405
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(1) Restated for discontinued operations.
