<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MEDIQ INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7352 51-0219413
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
</TABLE>
------------------------
<TABLE>
<S> <C>
ONE MEDIQ PLAZA JAY M. KAPLAN
Pennsauken, New Jersey 08110 One MEDIQ Plaza
(609) 665-9300 Pennsauken, New Jersey 08110
(609) 665-9300
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants' Including Area Code,
Principal Executive Offices) of Agent for Service)
</TABLE>
------------------------
WITH COPIES TO:
BRUCE B. WOOD, ESQ.
DECHERT PRICE & RHOADS
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 698-3500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OFFERING AGGREGATE AMOUNT OF
OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE (2)
<S> <C> <C> <C> <C>
13% Senior Discount Debentures due 2009 $20,000,000 $561.58 $11,231,640 $3,540
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) The "Amount to be Registered" with respect to the 13% Senior Discount
Debentures due 2009 represents the aggregate principal amount at maturity of
such debentures. The 13% Senior Discount Debentures due 2009 were sold at a
substantial discount from their principal amount at maturity. The
registration fee with respect to the 13% Senior Discount Debentures due 2009
was calculated based on the approximate accreted value thereof as of
November 1, 1998 determined pursuant to the provisions of the indenture
governing such debentures.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1998
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGES COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
As Filed Pursuant to Rule 424(b)(3)
Registration Number 333-
PRELIMINARY PROSPECTUS
MEDIQ INCORPORATED
$20,000,000
13% SENIOR DISCOUNT DEBENTURES DUE 2009
-------------
This Prospectus relates to $20,000,000 aggregate principal amount at
maturity of our 13% Senior Discount Debentures due 2009 (the "Debentures") which
may be offered and sold from time to time by holders thereof or by their
transferees, pledgees, donees or successors (collectively, the "Selling
Holders") pursuant to this Prospectus.
TERMS OF THE DEBENTURES
- MATURITY DATE. June 1, 2009.
- YIELD AND INTEREST. Principal on each Debenture will accrete from May 29,
1998 to a principal amount of $1,000 on June 1, 2003, representing a yield
to maturity of 13% (computed on a semi-annual bond equivalent basis).
Except as described herein, no cash interest will accrue on the Debentures
prior to June 1, 2003. After June 1, 2003, the Debentures will accrue cash
interest at a rate of 13% per annum, and cash interest will be payable on
June 1 and December 1 of each year commencing December 1, 2003.
- ORIGINAL ISSUE DISCOUNT. The Debentures bear original issue discount
("OID"), and you will be required to include OID in gross income for U.S.
Federal income tax purposes before receiving any cash payments to which
such income is attributable.
- OPTIONAL REDEMPTION. We may not redeem the Debentures at our option prior
to June 1, 2003, except that before June 1, 2001 we may redeem up to 25%
of the accreted value of the Debentures with the net proceeds of certain
public equity offerings. We may redeem the Debentures at any time on or
after June 1, 2003.
- CHANGE OF CONTROL. You may require us to repurchase all or any portion of
your Debentures upon a change of control.
- RANKING. The Debentures are unsecured senior obligations, ranking equally
in right of payment with all our existing and future senior indebtedness
and senior in right of payment to all our existing and future subordinated
indebtedness. The Debentures are effectively subordinated to all
indebtedness and obligations of our subsidiaries.
The Selling Holders may sell the Debentures from time to time directly to
purchasers or through agents, underwriters or dealers. If required, the names of
any such agents, underwriters or dealers involved in the sale of the Debentures
and the applicable agent's commission, underwriter's discount or dealer's
purchase price, if any, will be set forth in an accompanying supplement to this
Prospectus. The Selling Holders will receive all of the net proceeds from the
sale of the Debentures and will pay all underwriting discounts, selling
commissions and transfer taxes, if any, applicable to any such sales. We will
pay other expenses incident to the registration of the Debentures. The Selling
Holders and any broker-dealers, agents or underwriters that participate in the
distribution of the Debentures may be deemed to be "underwriters" within the
meaning of the Securities Act. A description of indemnification arrangements is
provided in the section "Plan of Distribution."
THIS INVESTMENT INVOLVES RISKS. SEE THE RISK FACTORS SECTION BEGINNING ON
PAGE 14.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE DEBENTURES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
, 1998
<PAGE>
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission (the "Commission"
or the "SEC") a Registration Statement on Form S-1 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), covering the Debentures being offered. This Prospectus is part of the
Registration Statement but does not contain all the information set forth in the
Registration Statement. For more information about us or the Debentures, you
should read the Registration Statement and related exhibits, annexes and
schedules. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
Although this Prospectus describes the material terms of certain contracts,
agreements and other documents filed as exhibits to the Registration Statement,
you should read the exhibits for a more complete description of the document or
matter involved. You may inspect and copy the Registration Statement and related
exhibits, annexes and schedules at the Commission's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Information about the operation of
the Public Reference Room of the Commission may be obtained by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains a site on
the World Wide Web that contains reports, proxy and information statements and
other information regarding registrants, like us, that file electronically with
the Commission. The address of the Web site is: http://www.sec.gov.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith file
reports and other information with the Commission. We have also agreed that,
whether or not we are required to do so by the rules and regulations of the
Commission, for so long as any of the Debentures remain outstanding, we will
furnish to the holders thereof, and file with the Commission (unless the
Commission will not accept such a filing):
- all quarterly and annual financial information that would be required to
be contained in a filing with the Commission on Forms 10-Q and 10-K if we
were required to file such forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with
respect to the annual information only, a report thereon by our certified
independent accountants; and
- all reports that would be required to be filed with the Commission on Form
8-K if we were required to file such reports.
In addition, for so long as any of the Debentures remain outstanding, we
have agreed to make available to any prospective purchaser of the Debentures or
beneficial owner thereof in connection with any sale thereof the information
required by Rule 144A(d)(4) under the Securities Act.
i
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical fact included in this Prospectus,
including, without limitation, such statements in the sections "Summary,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," with respect to our business and certain
acquisitions and other transactions we have recently completed (including the
timing, financing, strategies and effects thereof) are forward-looking
statements. Although we believe that our expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that they
will prove to have been correct. Important factors that could cause actual
results to differ materially from expectations ("Cautionary Statements") are
disclosed in this Prospectus, including, without limitation, in connection with
the forward-looking statements included in this Prospectus and/or in the section
"Risk Factors." The following additional factors could cause actual results to
differ materially from the results which might be projected, forecast, estimated
or budgeted by us in forward-looking statements:
- heightened competition, including specifically price competition, the
entry of new competitors or the introduction of new products by new and
existing competitors;
- adverse state and Federal legislation and regulation, including changes in
Medicare and Medicaid reimbursement policies;
- the termination of contracts with major customers or renegotiation of
these contracts at less cost-effective rates or with longer payment terms;
- unanticipated price increases in medical equipment or other rented
equipment and supplies;
- higher service, administrative or general expenses occasioned by the need
for additional advertising, marketing, administrative or management
information systems expenditures; and
- the inability to consummate proposed and future acquisitions or to
successfully integrate any consummated acquisition with existing
operations.
All subsequent written or oral forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the
Cautionary Statements.
ii
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY CONTAINS BASIC INFORMATION ABOUT THIS OFFERING. IT
LIKELY DOES NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. FOR A MORE
COMPLETE UNDERSTANDING OF THIS OFFERING, WE ENCOURAGE YOU TO READ THIS ENTIRE
PROSPECTUS AND THE DOCUMENTS WE HAVE REFERRED YOU TO.
UNLESS THE CONTEXT OTHERWISE REQUIRES, (1) THE TERM "HOLDINGS" REFERS TO
MEDIQ INCORPORATED, (2) THE TERM "MEDIQ/PRN" REFERS TO MEDIQ/PRN LIFE SUPPORT
SERVICES, INC., AND (3) THE TERMS "WE," "OUR," "OURS," "US" AND "THE COMPANY"
REFER TO HOLDINGS AND ITS SUBSIDIARIES, INCLUDING MEDIQ/PRN, ON A COMBINED
BASIS. REFERENCES HEREIN TO "FISCAL YEARS" ARE TO OUR FISCAL YEARS, WHICH END ON
SEPTEMBER 30 IN THE CALENDAR YEAR, AND REFERENCES TO THE "LTM PERIOD" ARE TO THE
TWELVE MONTH PERIOD ENDED JUNE 30, 1998. INFORMATION PROVIDED HEREIN ON A "PRO
FORMA BASIS" FOR ANY PERIOD OR AS OF ANY DATE GIVES EFFECT TO CERTAIN
ACQUISITIONS AND OTHER TRANSACTIONS WE HAVE RECENTLY COMPLETED IN THE MANNER
DESCRIBED IN THE SECTION "PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS."
CERTAIN MARKET DATA USED IN THIS PROSPECTUS REFLECT MANAGEMENT ESTIMATES;
WHILE SUCH ESTIMATES ARE BELIEVED BY US TO BE RELIABLE, WE CAN GIVE NO ASSURANCE
THAT SUCH DATA IS ACCURATE IN ALL MATERIAL RESPECTS.
THE COMPANY
We operate the largest critical care, life support and other movable medical
equipment rental business in the United States. Through our national
distribution network, we serve more than 5,000 hospitals, alternate care and
home care providers, nursing homes and other health care providers nationwide.
We rent over 650 different types of critical care, life support and other
movable medical equipment ("Medical Equipment"), including adult and infant
ventilators, adult, infant, neonatal and fetal monitors, infusion and suction
pumps, incubators, infant warmers, pulse oximeters, sequential compression
devices and oxygen concentrators. Approximately 70% of our rental revenues are
generated from over 70 contracts with national health care providers and group
purchasing organizations, including some of the largest hospital chains in the
United States. In addition, we rent therapeutic support surfaces, overlays and
mattresses ("Support Surfaces"). On a Pro Forma Basis, we generated $196.6
million of revenue and $68.5 million of Adjusted EBITDA (as defined) during the
LTM Period.
In addition to our core rental business, we sell a variety of disposable
products, accessories and repair parts ("Parts and Disposables") to our
customers primarily for use with the types of Medical Equipment we rent. In
addition, we provide several outsourcing services to health care providers. Our
outsourcing services and sales of Parts and Disposables are natural complements
to our core rental business, as they enable us to generate incremental revenues
within an existing customer relationship and leverage our extensive distribution
network and broad customer base.
We believe that rentals of Medical Equipment and Support Surfaces and
outsourcing of non-core functions of hospitals and other health care providers
have benefited from certain industry trends. In recent years, hospitals have
faced increasing pressure to reduce operating costs and capital expenditures,
while continuing to offer state-of-the-art health care. Equipment rental
programs can be more cost effective for health care providers than the purchase
or lease of movable medical equipment because they enable health care providers
to incur the cost for equipment only when demand for such equipment exists, thus
increasing the providers' equipment utilization rates and decreasing their
overall cost structure. Additionally, by shifting the management of activities
such as asset management and repair and maintenance to third parties, hospitals
and other health care providers can reduce operating costs, increase efficiency
and/or minimize technological obsolescence of equipment.
In fiscal 1997, rentals of Medical Equipment and Support Surfaces accounted
for approximately 80% of our revenues, sales of Parts and Disposables and
equipment accounted for approximately 13%
1
<PAGE>
of our revenues and the provision of outsourcing services and other revenues
accounted for approximately 7% of our revenues.
RENTALS. In our rental business, we rent our approximately 150,000 unit
Medical Equipment and Support Surfaces inventory to customers through 101 branch
locations in major metropolitan areas nationwide. Such locations operate 24
hours a day, 365 days a year, with deliveries of patient-ready equipment
typically made to customers within two hours of a request. Our customers receive
a full range of rental and related services, including equipment delivery,
inspection, maintenance, repair and documentation. In September 1997, we
acquired the remaining 50% interest in MEDIQ PRN/HNE, LLC ("SpectraCair") that
we did not already own (the "SpectraCair Acquisition") in order to broaden our
equipment rental product lines to include rentals of Support Surfaces. In
addition, on May 29, 1998 we purchased certain assets and rights of CH
Industries, Inc. ("CHI"), CH Medical, Inc. ("CH Medical"), certain other
subsidiaries of CHI and certain other parties related to the manufacture, sale
and rental of specialty patient beds and Support Surfaces (the "CHI
Acquisition"). We anticipate that the CHI Acquisition will increase our Support
Surface rental business. On a Pro Forma Basis, the Company's rental activities
generated $156.1 million or 79.4% of total revenue during the LTM Period.
In addition to standard rentals, we have entered into several revenue-share
arrangements with original equipment manufacturers ("OEMs") pursuant to which we
rent Medical Equipment and sell disposable products produced by the OEMs to our
customers. Because the OEMs own the equipment, such arrangements permit us to
generate additional revenues without any additional capital investment. In
fiscal 1997, we began to focus our efforts on increasing revenue sharing
revenues as we believe there are significant growth opportunities in this area.
On a Pro Forma Basis, revenue sharing rental revenues generated $11.0 million or
7.1% of our total rental revenue during the LTM Period.
PARTS AND DISPOSABLES. We sell a variety of Parts and Disposables to our
customers, primarily for use with the types of Medical Equipment we rent. The
sales of such Parts and Disposables are a natural complement to our Medical
Equipment business. We distribute products to our customers in order to enable
them to fill smaller turnaround needs more quickly and to smaller health care
providers which do not meet the minimum order requirements of the major medical
supply distributors. We currently supply 4,000 disposable products, primarily
through a contracted, centralized distribution center located in Salt Lake City,
Utah and through a facility we operate in Pennsauken, New Jersey. We also sell
repair parts to our clients for the repair of their owned equipment. On a Pro
Forma Basis, our sales of Parts and Disposables and equipment generated $30.0
million or 15.3% of total revenue during the LTM Period.
OUTSOURCING. To address the needs of hospitals and other health care
providers to better manage their assets and increase profits, we also offer our
customers the following services (collectively, the "Outsourcing Services"),
none of which require substantial capital investment by us:
- a Comprehensive Asset Management Program ("CAMP") which analyzes the
critical care equipment activity of a customer and provides a variety of
logistics and outsourcing services designed to manage, track and service
the customer's movable medical equipment;
- a biomedical repair service which provides safety inspections, preventive
maintenance and repairs for most critical care equipment through a team of
more than 190 experienced biomedical technicians;
- a logistics and distribution service to assist equipment manufacturers in
reducing their transportation costs through utilization of the Company's
nationwide branch office network;
- a medical gas supply program designed to complement our respiratory
equipment rentals and provide "one-stop" service to health care providers
in a fragmented market; and
2
<PAGE>
- a health care consulting and management service designed to assist our
customers in the management of their businesses.
On a Pro Forma Basis, our Outsourcing Services and other revenues generated
$10.5 million or 5.3% of total revenue during the LTM Period.
Holdings was incorporated under the laws of the State of Delaware in 1977.
Our principal executive offices are located at One MEDIQ Plaza, Pennsauken, New
Jersey 08110 and our telephone number is (609) 662-3200.
COMPETITIVE STRENGTHS
We believe that the following competitive strengths contribute to our
position as a leader in renting Medical Equipment in the United States and serve
as a foundation for our growth strategy:
- LEADING MARKET POSITION. We are the largest critical care, life support
and other movable medical equipment rental company in the United States.
Our Medical Equipment rental revenues during the LTM Period were
approximately twice as large as those reported by our nearest rental
competitor. We have achieved and maintained a market leadership position
by making strategic acquisitions, investing in a national distribution
network and providing high-quality customer service and competitive
pricing. We believe that our leading market position provides us with
significant advantages in competing with other rental companies.
- LARGEST DISTRIBUTION NETWORK AND BROADEST PRODUCT LINE. We have invested
significant amounts to establish a national distribution network and the
broadest product line in our industry. Our national distribution network
has the most expansive geographic coverage in our industry with 101 office
locations in 40 states. Our product line consists of approximately 150,000
units of Medical Equipment and Support Surfaces rental inventory.
Accordingly, we can provide Medical Equipment and Support Surfaces
directly to our customers on a rapid and efficient basis, with 84% of our
customers located within approximately two hours of one of our office
locations. Moreover, because we have substantially completed our domestic
branch network, including our gross investment in rental inventory of
$246.7 million as of June 30, 1998, we can focus our capital expenditures
on pursuing our growth strategy and purchasing Medical Equipment and
Support Surfaces for which customer demand is already identified. We
believe that we are uniquely positioned to leverage our installed base of
rental equipment and distribution network to increase revenue sharing
rentals, sales of Parts and Disposables and the provision of Outsourcing
Services to our existing customers.
- SOLID CUSTOMER BASE. During fiscal 1997, approximately 70% of our Medical
Equipment rental revenues were from national accounts and group purchasing
organizations. Substantially all of our national accounts have been doing
business with us for several years. We believe that such national health
care providers will increasingly require services on a national level,
which we expect will increase our sales to national accounts and group
purchasing organizations.
- ADVANCED INFORMATION SYSTEMS. Our sophisticated information system gives
us the ability to track the location of each unit of equipment, as well as
the maintenance history and scheduled maintenance requirements related to
such unit. Accordingly, when a customer requests a certain piece of
equipment, we can immediately determine whether or not such equipment is
available at the local office which typically services such customer. In
addition, if the requested equipment is unavailable at the local office,
our information system automatically determines what potential substitutes
are locally available as well as the approximate time of delivery for the
next closest piece of requested equipment. We believe that our advanced
information system positions us well to service the needs of the
increasingly larger and more complex health care providers and provides us
with a competitive advantage in servicing the needs of national accounts
and rapidly growing group purchasing organizations.
3
<PAGE>
- DISCIPLINED APPROACH TO CAPITAL SPENDING. We generally make new Medical
Equipment and Support Surfaces purchases only after customer demand is
identified. As such, new equipment purchases generally have specifically
identifiable cash flows associated with them. Prior to approving any new
equipment purchase, we require that the new equipment meets certain
minimum financial criteria, such as return on investment, and certain
operating criteria, such as expected utilization rates and maintenance
costs. We estimate that our cost recovery period for most new equipment
purchases is between 12 and 18 months. Additionally, our Outsourcing
Services and revenue sharing businesses do not require substantial capital
investment.
- STABLE BASE OF CASH FLOW. Our rental business has historically provided us
with a stable base of cash flows. Moreover, we believe that our core
rental business does not have significant exposure to economic downturns,
because cost pressures during such downturns may lead to increased rentals
and fewer purchases of medical equipment by customers.
- STRONG AND COMMITTED MANAGEMENT TEAM. We are led by a seven person senior
management team with over 180 years combined experience in the health care
industry. Management has invested approximately $4.2 million in common and
preferred equity of Holdings.
GROWTH STRATEGY
In order to take full advantage of our market leadership and national
distribution network, we have introduced new services for our customers and are
pursuing strategic acquisition candidates. The following are the primary
elements of our growth strategy:
- GROW CORE RENTAL BUSINESS. We expect that certain regulatory and industry
trends will increase overall demand for equipment rentals. We believe that
we will be able to take advantage of these industry trends and grow our
core rental revenues by:
- capitalizing on our national customer base, which we believe is the
largest in the Medical Equipment rental industry;
- focusing on sub-acute and long term health care providers which are
facing substantial pressure to reduce operating costs;
- identifying incremental rental opportunities through our CAMP programs
as we increase the number of hospitals under CAMP contracts;
- increasing revenue sharing opportunities with rental equipment
manufacturers; and
- continuing to market and grow Support Surfaces as a clinically
efficient lower cost alternative to specialty beds.
- LEVERAGE INFRASTRUCTURE TO INCREASE REVENUES IN NON-CAPITAL INTENSIVE
BUSINESSES. Because our national distribution network has the most
expansive geographic coverage and broadest product line in our industry,
we believe that we can increase revenues in certain non-capital intensive
businesses by leveraging our infrastructure. In particular, we expect to
expand our marketing of Outsourcing Services, revenue sharing activities
and sales of Parts and Disposables to our existing rental customer base.
Moreover, we plan to utilize our established distribution channels to
develop these businesses without incurring significant incremental costs.
We believe that leveraging our infrastructure to develop these businesses
will produce an increased return on assets, as these businesses require
relatively low levels of capital investment.
- FOCUS ON DEVELOPING ASSET MANAGEMENT PROGRAMS. We believe that our CAMP
programs will continue to grow as a result of an increase in outsourcing
trends related to equipment management and equipment related services as
well as an increase in competitive pressure facing health care providers.
Certain health care providers that have adopted CAMP have been able to
achieve cost savings through a reduction of biomedical and other hospital
staff, a decrease in equipment maintenance expenses and an increase in
asset utilization rates. Additionally, they have been able to increase
equipment utilization and capture increased patient charges as a
4
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result of the superior information gathering capability of CAMP. Hospitals
under CAMP contracts increased from three as of December 31, 1996 to 14 as
of June 30, 1998.
- ENTER INTO STRATEGIC PARTNERSHIPS. We have and will continue to seek new
strategic partnerships to increase revenues. In biomedical repair, we plan
to increase revenues by partnering with equipment manufacturers to provide
biomedical repair services for their equipment. In December 1997, we
entered into an agreement with Siemens Medical Systems, Inc. USA
("Siemens"), a leading provider of medical equipment, to jointly provide
biomedical repair services to hospitals and other health care providers.
We believe that strategic partnerships such as the Siemens relationship
will provide continued growth opportunities. In 1997, we entered into a
contract with KCI New Technologies, Inc. ("NuTech"), a wholly owned
subsidiary of Kinetic Concepts, Inc., to be the exclusive rental source of
circulatory foot pumps manufactured by NuTech and the exclusive
distributor of related disposables. We also entered into a contract with
Siemens to be the exclusive distributor of certain Siemens accessories and
parts in 1996. Principally as a result of these efforts, sales related to
strategic partnerships increased in fiscal 1997 to $17.4 million from $2.6
million in fiscal 1996.
- PURSUE STRATEGIC ACQUISITIONS. We have historically acquired complementary
Medical Equipment and Support Surfaces rental companies and integrated
them effectively into our existing operations. Upon acquiring such
businesses, we have typically been able to realize cost savings by
eliminating corporate overhead, rationalizing branch locations and
reducing personnel. Since September 30, 1994, acquisitions in our core
rental business coupled with internal growth have resulted in an increase
in our revenues from $81.5 million in fiscal 1994 to $196.6 million on a
Pro Forma Basis during the LTM Period. We have been able to successfully
complete and integrate these acquisitions by adhering to an acquisition
strategy which primarily focuses on acquisitions that:
- present a relatively low level of integration risk;
- allow us to effectively leverage our national distribution network;
- are complementary to our lines of business; and
- have identifiable synergies.
We intend to continue to pursue acquisitions that we believe are
consistent with this acquisition strategy as well as our overall growth
strategy.
RECENT ACQUISITIONS AND TRANSACTIONS
We consummated the SpectraCair Acquisition in September 1997. On May 29,
1998, we consummated the CHI Acquisition as well as a going-private transaction
pursuant to which MQ Acquisition Corporation ("MQ") was merged with and into
Holdings (the "Merger") with Holdings continuing as the surviving corporation.
MQ was a Delaware corporation organized by Bruckmann, Rosser, Sherrill & Co.,
L.P. ("BRS") solely to effect the Merger and acquire, together with other
investors, a controlling interest in Holdings.
The unaudited pro forma condensed consolidated financial statements included
elsewhere in this Prospectus give effect to the SpectraCair Acquisition, the CHI
Acquisition, the Merger and certain related transactions in the manner described
in the section "Pro Forma Condensed Consolidated Financial Statements." Those
unaudited pro forma condensed consolidated financial statements include certain
cost savings related to the CHI Acquisition. Certain other cost savings we
expect to realize related to the SpectraCair Acquisition and the CHI Acquisition
have not been reflected therein. See "Business--Recent and Potential
Acquisitions."
THE SPECTRACAIR AND CHI ACQUISITIONS. In January 1995, we entered into a
50/50 joint venture with a subsidiary of Huntleigh Technology, Inc.
("Huntleigh") and formed SpectraCair, a provider of Support Surfaces on a rental
basis to acute care, long-term care and home care providers nationwide.
5
<PAGE>
In January 1996, SpectraCair acquired the low air loss specialty mattress
overlay business of Bio Clinic Corporation (a subsidiary of Sunrise Medical,
Inc.) for $6.7 million. In September 1997, SpectraCair was merged with and into
MEDIQ/PRN following the SpectraCair Acquisition. The SpectraCair Acquisition has
created several opportunities to bolster SpectraCair's competitive presence. Our
national agreements provide a wider group of customers with access to
SpectraCair's product lines. Additionally, the enhanced operational support
provided by us and the availability of our complementary product lineup are
generating synergistic opportunities for SpectraCair.
On May 29, 1998, MEDIQ/PRN purchased certain assets and rights of CHI, CH
Medical, certain other subsidiaries of CHI and certain other parties related to
the manufacture, sale and rental of specialty patient beds and Support Surfaces
(the "CH Medical Busines") for a purchase price of approximately $50.0 million
in cash, including related costs and expenses, and the assumption of certain
obligations related to the CH Medical Business. We expect the CHI Acquisition to
improve our competitive position in the acute health care sector. For the year
ended August 31, 1997 and the six months ended February 28, 1997 and 1998, the
CH Medical Business generated $26.7 million, $12.3 million and $12.9 million,
respectively, of revenue. We expect the CHI Acquisition to generate certain
synergies and result in a lower cost structure for the combined entity.
We believe that the SpectraCair Acquisition and the CHI Acquisition will:
- generate financial leverage;
- strengthen our market leadership position;
- enable existing customers to reduce their costs by consolidating
vendors;
- enhance the quality and selection of products offered by us;
- expand the presence of our national accounts; and
- enhance our operations by providing additional dedicated and
experienced employees.
THE MERGER. On May 29, 1998, MQ was merged with and into Holdings with
Holdings continuing as the surviving corporation. Prior to or simultaneously
with the consummation of the Merger:
- Holdings reorganized its corporate structure by contributing certain of
its assets and liabilities to MEDIQ/PRN;
- MEDIQ/PRN entered into a new $325.0 million senior secured credit
facility (the "New Credit Facility"); and
- all indebtedness of the Company except approximately $10.1 million of
Holdings' 7.5% exchangeable subordinated debentures due 2003 (the
"Exchangeable Debentures") and $2.0 million of MEDIQ/PRN's capital
leases was repaid.
The aggregate consideration paid in connection with the Merger was
approximately $390.8 million, which amount included $20.0 million of
newly-issued preferred stock of the surviving corporation. In addition, in
connection with the Merger (1) certain controlling stockholders of Holdings
converted a portion of their preferred equity in Holdings into $14.5 million of
common and preferred equity of the surviving corporation, (2) certain members of
management and other persons selected by Holdings and BRS purchased $4.2 million
of common and preferred equity of MQ and (3) BRS, certain entities and
individuals affiliated with BRS (together with BRS, the "BRS Entities") and
certain funds affiliated with Ferrer Freeman Thompson & Co. LLC and Galen
Partners III, L.P. (the "Co-Investors") purchased $109.5 million of common and
preferred equity of MQ.
As part of the financing for the consideration paid in connection with the
Merger, Holdings issued and sold the Debentures on May 29, 1998 (the "Issue
Date") to Credit Suisse First Boston Corporation, NationsBanc Montgomery
Securities LLC and Banque Nationale de Paris (the "Initial Purchasers") pursuant
to a private placement by Holdings of 140,885 Units (the "Units"). Each Unit
consisted of one Debenture with a principal amount at maturity of $1,000 and one
warrant (a "Warrant") to purchase .6474 shares of the common stock of Holdings.
In a concurrent private placement, MEDIQ/PRN issued and sold $190,000,000
aggregate principal amount of 11% Senior Subordinated Notes due 2008 (the
"Notes") to the Initial Purchasers.
6
<PAGE>
THE DEBENTURES
The Notes and most of the Units were sold by the Initial Purchasers to
"qualified institutional buyers" in transactions exempt from registration
pursuant to Rule 144A under the Securities Act. In accordance with the
Registration Rights Agreement dated May 29, 1998 (the "Registration Rights
Agreement") among Holdings, MEDIQ/PRN and the Initial Purchasers, on July 13,
1998 Holdings and MEDIQ/PRN filed a registration statement (the "Exchange Offer
Registration Statement") with the SEC under the Securities Act with respect to
an offer (the "Exchange Offer") to exchange the unregistered Debentures and
Notes for registered Debentures and Notes. The Exchange Offer Registration
Statement was declared effective on October 21, 1998, and Holdings and MEDIQ/PRN
have commenced the Exchange Offer. Holdings has filed the Registration Statement
of which this Prospectus is a part to satisfy its obligation under the
Registration Rights Agreement to register Debentures not eligible to be
exchanged for registered Debentures in the Exchange Offer.
<TABLE>
<S> <C>
Issuer.............................. MEDIQ Incorporated.
Debentures Offered.................. $20,000,000 aggregate principal amount at maturity of
13% Senior Discount Debentures Due 2009 ($11.2
million aggregate accreted value at November 1,
1998).
Maturity Date....................... June 1, 2009.
Yield and Interest.................. Principal on each Debenture will accrete from May 29,
1998 to a principal amount of $1,000 on June 1, 2003,
representing a yield to maturity of 13% (computed on
a semi-annual bond equivalent basis). Except as
described herein, no cash interest will accrue on the
Debentures prior to June 1, 2003. After June 1, 2003,
the Debentures will accrue cash interest at a rate of
13% per annum, and cash interest will be payable on
June 1 and December 1 of each year commencing
December 1, 2003.
Original Issue Discount............. The Debentures will bear OID, and you will be
required to include OID in gross income for U.S.
Federal income tax purposes before receiving any cash
payments to which such income is attributable. The
section "Certain U.S. Federal Income Tax
Considerations" contains a detailed discussion of
Federal income tax consequences to holders of
Debentures.
Optional Redemption................. We may not redeem the Debentures at our option prior
to June 1, 2003, except that before June 1, 2001 we
may redeem up to 25% of the accreted value of the
Debentures with the net proceeds of certain public
equity offerings at the redemption prices listed in
the section "Description of the Debentures" under the
heading "Optional Redemption." We may redeem the
Debentures at any time on or after June 1, 2003 at
the redemption prices listed in the section
"Description of the Debentures" under the heading
"Optional Redemption."
Change of Control................... You may require us to repurchase all or any portion
of your Debentures at the prices listed in the
section "Description of the Debentures" under the
heading "Change of Control."
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Ranking............................. The Debentures are unsecured senior obligations of
Holdings, ranking equally in right of payment with
all our existing and future senior indebtedness and
senior in right of payment to all our existing and
future subordinated indebtedness. The Debentures are
effectively subordinated to all indebtedness and
obligations of our subsidiaries. As of June 30, 1998,
the amount of senior indebtedness of Holdings and the
amount of indebtedness and obligations of MEDIQ/PRN
and its subsidiaries were approximately $75.1 million
and $441.0 million, respectively.
Restrictive Covenants............... The indenture under which the Debentures have been
issued contains certain covenants for your benefit
which, among other things, limit:
- the incurrence of additional debt by Holdings
and certain of its subsidiaries;
- the payment of dividends on capital stock of
Holdings and the purchase, redemption or
retirement of capital stock or subordinated
indebtedness;
- investments;
- certain transactions with affiliates;
- sales of assets, including capital stock of
subsidiaries; and
- certain consolidations, mergers and transfers
of assets.
The indenture also prohibits certain restrictions on
distributions from certain subsidiaries, including
MEDIQ/ PRN. All of these limitations and
prohibitions, however, are subject to a number of
important qualifications.
</TABLE>
RISK FACTORS
Prospective investors in the Debentures should carefully consider the
matters set forth in the section "Risk Factors."
8
<PAGE>
SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
The following table sets forth (1) summary consolidated historical financial
information of the Company for the three fiscal years ended September 30, 1997
and for the nine months ended June 30, 1997 and 1998 and (2) summary pro forma
consolidated financial information of the Company for the fiscal year ended
September 30, 1997 and for the LTM Period.
The historical statement of operations data for the three years ended
September 30, 1997 was derived from our audited consolidated financial
statements included elsewhere in this Prospectus. The historical statement of
operations data for the nine months ended June 30, 1997 and 1998 was derived
from our unaudited consolidated financial statements included elsewhere in this
Prospectus which, in the opinion of management, include all adjustments
necessary for a fair presentation of our financial condition and results of
operations for such periods. The results of operations for interim periods are
not necessarily indicative of a full year's operations. The other historical
data for the three years ended September 30, 1997 and the nine months ended June
30, 1997 and 1998 was derived from schedules prepared by us.
The balance sheet data as of June 30, 1998 and the net debt included within
the supplemental pro forma data for the LTM Period reflects the CHI Acquisition,
the Merger and certain related transactions. The pro forma statement of
operations data, other pro forma data and supplemental pro forma data (other
than net debt) for the fiscal year ended September 30, 1997 and for the LTM
Period gives effect to the SpectraCair Acquisition, the CHI Acquisition, the
Merger and certain related transactions as if they were consummated on October
1, 1996. The pro forma financial information is presented for informational
purposes only and does not purport to be indicative of (1) the results of
operations that actually would have been achieved had such acquisitions and
transactions been consummated on the date or for the periods indicated or (2)
our results of operations for any future period.
It is important that you read this table along with the sections "Pro Forma
Condensed Consolidated Financial Statements," "Selected Consolidated Historical
Financial Information," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements and notes
thereto included elsewhere in this Prospectus.
9
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA NINE MONTHS
YEAR ENDED ENDED
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30, JUNE 30, PRO FORMA
------------------------------- --------------- -------------------- LTM
1995 1996 1997(A) 1997 1997 1998 PERIOD(B)
--------- --------- --------- --------------- --------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $ 132,241 $ 136,066 $ 155,960 $ 190,984 $ 117,674 $ 131,920 $ 196,593
Non-recurring items(c).................... -- (2,200) -- -- -- (34,567) (34,567)
Operating income (loss)................... 24,202 25,446 29,504 32,325 24,508 (19,889) (12,232)
Interest expense.......................... (29,241) (27,307) (19,107) (52,334) (15,205) (14,333) (52,879)
Other (charges) and credits(d)............ 1,381 (4,695) (7,504) (7,250) 768 714 (7,513)
Income (loss) from continuing operations
before income taxes..................... (3,658) (6,556) 2,893 (27,259) 10,071 (33,508) (72,624)
Income (loss) from continuing
operations.............................. (3,346) (6,178) (2,241) (20,346) 1,427 (21,764) (44,608)
OTHER DATA:
Rental revenues........................... $ 117,043 $ 114,275 $ 124,316 $ 156,117 $ 94,341 $ 103,700 $ 156,056
Sales revenues............................ 7,036 11,696 19,922 24,620 14,785 20,671 30,032
Other revenues............................ 8,162 10,095 11,722 10,247 8,548 7,549 10,505
EBITDA(e)................................. 54,363 55,603 59,863 69,199 46,604 46,328 66,217
Adjusted EBITDA(f)........................ 54,363 55,603 59,863 72,017 46,604 46,328 68,543
Depreciation and amortization............. 30,161 30,157 30,359 36,874 22,096 31,650 43,882
Capital expenditures(g)................... 13,356 18,913 15,458 17,717 11,589 17,909 22,246
Branches and distributors (at end of
period)................................. 84 84 84 92 84 101 101
Equipment units (at end of period)........ 123,309 120,388 131,897 143,035 129,516 150,050 150,050
</TABLE>
<TABLE>
<CAPTION>
AS OF JUNE 30, 1998
------------------------
(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Working capital......................................................................... $ 46,847
Property, plant and equipment, net...................................................... 112,706
Total assets............................................................................ 318,734
Total debt (including current portion of long-term debt)................................ 477,085
Net debt(g)............................................................................. 461,967
Redeemable preferred stock.............................................................. 109,482
Stockholders' deficit................................................................... (315,401)
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA
LTM PERIOD(B)
---------------------------
<S> <C>
SUPPLEMENTAL PRO FORMA DATA:
Ratio of Adjusted EBITDA to interest expense (excluding deferred financing fees)........ 1.35x
Ratio of net debt to Adjusted EBITDA.................................................... 6.74
</TABLE>
- ------------------------------
(a) On September 1, 1997, the Company consummated the SpectraCair Acquisition
for $1.9 million and the assumption of its former joint venture partner's
portion of SpectraCair's outstanding debt of $4.4 million. Accordingly, the
results of operations of SpectraCair for the one month ended September 30,
1997 are included in the Company's operating results.
(b) The Pro Forma LTM data was derived from the Pro Forma Condensed Consolidated
Financial Statements included elsewhere herein and represent the pro forma
results of operations from July 1, 1997 to June 30, 1998 (the "LTM Period").
Data for the LTM Period was derived by subtracting the pro forma results of
operations for the nine months ended June 30, 1997 from the pro forma
results of operations for the year ended September 30, 1997 and then adding
the pro forma results of operations for the nine months ended June 30, 1998
to such pro forma September 30, 1997 results of operations.
10
<PAGE>
(c) Fiscal 1996 includes restructuring charges of $2.2 million. The nine months
ended June 30, 1998 and the Pro Forma LTM Period includes non-recurring
merger costs aggregating $34.6 million, including compensation expense of
$19.0 million recorded upon the exercise of options by employees, payment of
special transaction bonuses to certain current and former members of
management of approximately $6.0 million and the payment of a transaction
fee of $6.0 million to BRS and the Co-Investers.
(d) Fiscal 1995 includes $1.5 million of interest income partially offset by a
$0.4 million net loss on the sale of assets. Fiscal 1996 includes a $6.0
million reserve on the note receivable from MHM Services, Inc. ("MHM"),
interest income of $1.5 million and a net gain on the sale of assets of $0.6
million. Fiscal 1997 includes an equity participation charge related to the
repurchase of MEDIQ/PRN warrants of $11.0 million, a gain on the sale of
stock of $9.2 million, a reserve on amounts due from MHM of $5.5 million,
the write-off of deferred acquisition costs of $4.0 million, a gain on a
note receivable of $1.8 million and interest income of $2.1 million. The
nine months ended June 30, 1997 include an equity participation charge
related to the repurchase of a MEDIQ/PRN warrant of $11.0 million, a gain on
the sale of stock of $9.2 million, a gain on a note receivable of $1.8
million and interest income of $1.6 million. The nine months ended June 30,
1998 include approximately $0.7 million of interest income.
(e) EBITDA is defined as income from continuing operations before interest,
taxes, depreciation, amortization and non-recurring merger costs. EBITDA is
presented because it is a widely accepted financial indicator of a company's
ability to service indebtedness. However, EBITDA should not be considered as
an alternative to income from operations or to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) and should not be construed as an indication of a company's
operating performance or as a measure of liquidity.
(f) Adjusted EBITDA is defined (i) for historical periods, as EBITDA, (ii) for
the pro forma year ended September 30, 1997, as EBITDA plus (A) annualized
cost savings of approximately $0.4 million relating to the elimination of
duplicative costs for functional areas and the reduction of certain costs
which the Company expects to realize in connection with the SpectraCair
Acquisition, (B) SpectraCair's non-cash charge of $0.6 million related to
revenue generated in fiscal 1996 from an acquisition of rental assets which
SpectraCair recognized in its statement of operations for the eleven months
ended August 31, 1997 and (C) annualized cost savings relating to the CHI
Acquisition of approximately $1.8 million in such areas as insurance,
advertising and telephone costs, travel, meals and entertainment expenses
and taxes other than income taxes and (iii) for the pro forma LTM Period, as
EBITDA for the Company plus (A) cost savings of approximately $0.1 million
related to the elimination of duplicative costs for functional areas and the
reduction of certain costs which the Company expects to realize in
connection with the SpectraCair Acquisition, (B) SpectraCair's non-cash
charge of $0.6 million related to revenue generated in fiscal 1996 from an
acquisition of rental assets which SpectraCair recognized in its statement
of operations for the eleven months ended August 31, 1997 and (C) annualized
cost savings relating to the CHI Acquisition of approximately $1.7 million
in such areas as insurance, advertising and telephone costs, travel, meals
and entertainment expenses and taxes other than income taxes. The unaudited
pro forma condensed consolidated financial statements included elsewhere in
this Prospectus do not reflect the elimination of the above noted items, and
there can be no assurance that the Company will be able to generate the
expected cost savings.
(g) During the first nine months of fiscal 1998, the Company spent approximately
$3.1 million to exercise end of term buyout options under two capital lease
obligations, repair and refurbish a portion of the Company's corporate
headquarters, purchase Medical Equipment and the related revenue stream from
a vendor and enter into purchase/rent-back transactions. Excluding the items
noted above, the Company expects to spend approximately $18.9 million on
capital expenditures in fiscal 1998.
(h) Net debt is total debt (including current portion of long-term debt) net of
(i) $9.2 million of cash as of June 30, 1998, and (ii) a $5.9 million note
payable by NutraMax Products, Inc. ("NutraMax") which is secured by a letter
of credit. Such note was issued to Holdings in connection with the sale to
NutraMax of all the shares of NutraMax common stock owned by the Company.
See "Description of Certain Indebtedness--Exchangeable Debentures."
11
<PAGE>
RISK FACTORS
THIS INVESTMENT INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK
FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION APPEARING IN THIS
PROSPECTUS, BEFORE MAKING ANY INVESTMENT IN THE DEBENTURES.
SUBSTANTIAL LEVERAGE
We have incurred substantial indebtedness in connection with the Merger and
the CHI Acquisition. At June 30, 1998, we had $477.1 million of consolidated
indebtedness and a shareholders' deficit of $315.4 million. See "Capitalization"
and "Selected Consolidated Historical Financial Information." Accordingly, we
have significant debt service obligations. On a Pro Forma Basis, our ratio of
earnings to fixed charges would have been (.32) to 1 for the LTM Period. In
addition, we are likely to incur additional indebtedness in the future, subject
to certain limitations contained in the instruments and documents governing our
indebtedness. See "Description of Certain Indebtedness" and "Description of the
Debentures."
The degree to which we are leveraged has important consequences. For
example:
- our ability to obtain additional financing for working capital, capital
expenditures, acquisitions, debt service requirements or other purposes
may be impaired;
- a substantial portion of MEDIQ/PRN's cash flow from operations will be
required to pay its interest expense and principal repayment obligations
and will not be available for its general corporate needs (including
distributions to Holdings for payments with respect to the Debentures);
- our flexibility to adjust to changing market conditions may be limited,
and our ability to compete against our less highly leveraged competitors
may be reduced;
- we may be more vulnerable in the event of a downturn in our business or in
the economy generally; and
- to the extent that MEDIQ/PRN incurs borrowings under the New Credit
Facility, which borrowings will be at variable rates, it will be
vulnerable to increases in interest rates.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
ABILITY TO SERVICE DEBT
The successful implementation of our business strategy is necessary for us
to meet our anticipated debt service requirements. In addition, our ability to
meet our debt service requirements (including our obligations with respect to
the Debentures, the Notes and the New Credit Facility) will depend on our future
performance, which is subject to a number of factors, most of which are outside
our control. We can give no assurance that we will generate sufficient cash flow
from operating activities to meet our debt service and working capital
requirements. Although the Debentures do not require cash interest payments
until 2003, at such time the Debentures will have accreted to $140.9 million and
will require annual cash interest payments thereafter of $18.3 million.
Moreover, the New Credit Facility currently requires cash interest payments, and
the Notes will require cash interest payments beginning December 1, 1998. In
addition, principal on Term Loans made pursuant to the New Credit Facility will
require quarterly amortization payments beginning September 1999, and will begin
to mature by the end of the sixth calendar year following the making of such
loans, and the Notes will mature in 2008. Accordingly, the entire principal
amount of such loans and the Notes must be repaid prior to the maturity of the
Debentures. See "Description of Certain Indebtedness--New Credit Facility" and
"--Notes." All or a portion of such indebtedness may need to be refinanced at or
prior to maturity. There can be no assurance that any refinancing will be
possible at that time or that any possible refinancing will be on terms that are
acceptable to us. In the absence of such refinancing, we could be forced to
dispose of
12
<PAGE>
assets in order to make up for any shortfall in the payments due on our
indebtedness under circumstances that might not be favorable to realizing the
highest price for such assets, and there can be no assurance that our assets
could be sold quickly enough, or for sufficient amounts, to enable us to meet
our obligations, including our obligations with respect to the Debentures.
RESTRICTIVE COVENANTS
The instruments and documents governing our indebtedness contain, and any
additional financing agreements are likely to contain, certain restrictive
covenants. These covenants affect, and in some cases will significantly limit or
prohibit, among other things, our ability to:
- incur indebtedness;
- make prepayments of certain indebtedness;
- pay dividends;
- make acquisitions and other investments;
- engage in transactions with stockholders and affiliates;
- issue capital stock;
- create liens;
- sell assets; and
- engage in mergers and consolidations.
In addition to the restrictive covenants described above, the New Credit
Facility requires MEDIQ/ PRN to maintain a number of financial ratios. The
failure of MEDIQ/PRN and its subsidiaries to maintain such ratios would
constitute events of default under the New Credit Facility, notwithstanding our
ability to meet our debt service obligations (including our obligations with
respect to the Debentures and the Notes). In the event we fail to comply with
the various covenants contained in the instruments and documents governing our
indebtedness, we would be in default thereunder and the maturity of
substantially all of our long-term indebtedness could be accelerated. A default
under either of the indentures under which the Debentures and the Notes have
been issued would also constitute an event of default under the New Credit
Facility. The New Credit Facility prohibits the repayment, purchase, redemption,
defeasance or other payment of any of the principal of the Debentures at any
time prior to their stated maturity. See "Description of Certain
Indebtedness--New Credit Facility" and "Description of the Debentures."
RANKING OF THE DEBENTURES
The Debentures are senior obligations of Holdings and rank equally in right
of payment with all senior indebtedness of Holdings. As a result of our holding
company structure, however, the holders of the Debentures will effectively rank
junior in right of payment to all creditors of MEDIQ/PRN and its subsidiaries,
including, without limitation, the holders of the Notes, lenders under the New
Credit Facility (the "Senior Lenders") and trade creditors. See "--Structural
Subordination of Debentures." Accordingly, in the event of the dissolution or
reorganization of Holdings or MEDIQ/PRN, the holders of the Debentures may not
receive any amounts in respect of the Debentures until after the payment in full
of all claims of the creditors of MEDIQ/PRN and its subsidiaries. At June 30,
1998, the Debentures were effectively subordinated to approximately $441.0
million of aggregate liabilities and obligations (consisting primarily of
indebtedness, trade payables and other accrued liabilities) of MEDIQ/ PRN and
its subsidiaries. See "Capitalization" and "Description of the
Debentures--Ranking."
13
<PAGE>
STRUCTURAL SUBORDINATION OF DEBENTURES
Holdings is a holding company whose only material asset is the capital stock
of MEDIQ/PRN. The Debentures are obligations of Holdings, and the holders of the
Debentures have no direct recourse to MEDIQ/PRN or its assets. Holdings conducts
no business (other than in connection with its ownership of the capital stock of
MEDIQ/PRN, the performance of its obligations with respect to the Debentures and
certain other administrative obligations), and depends on distributions from
MEDIQ/PRN to meet its obligations, including, without limitation, obligations
with respect to the Debentures. Because of the substantial leverage of both
Holdings and MEDIQ/PRN and the dependence of Holdings upon the operating
performance of MEDIQ/PRN to generate distributions to Holdings, there can be no
assurance that any such distributions will be adequate to fund Holdings'
obligations when due. In addition, the New Credit Facility, the indenture under
which the Notes have been issued and applicable Federal and state law impose
restrictions on the payment of dividends and the making of loans by MEDIQ/ PRN
to Holdings. As a result of the foregoing restrictions, Holdings may be unable
to gain access to the cash flow or assets of MEDIQ/PRN in amounts sufficient to
pay cash interest on the Debentures on and after December 1, 2003, the date on
which cash interest thereon first becomes payable, and principal of the
Debentures when due or upon a change of control or the occurrence of any other
event requiring the repayment of principal. In such event, Holdings may be
required to:
- refinance the Debentures;
- seek additional debt or equity financing;
- cause MEDIQ/PRN to refinance all or a portion of MEDIQ/PRN's indebtedness
with indebtedness containing covenants allowing Holdings to gain access to
MEDIQ/PRN's cash flow or assets;
- cause MEDIQ/PRN to obtain modifications of the covenants restricting
Holdings' access to cash flow or assets of MEDIQ/PRN contained in
MEDIQ/PRN's financing documents (including, without limitation, the New
Credit Facility and the indenture under which the Notes have been issued);
- merge MEDIQ/PRN with Holdings, which merger would be subject to compliance
with applicable debt covenants and the consents of certain lenders; or
- pursue a combination of the foregoing actions.
The measures Holdings may undertake to gain access to sufficient cash flow
to meet its future debt service requirements in respect of the Debentures will
depend on general economic and financial market conditions, as well as the
financial condition of Holdings and MEDIQ/PRN and other relevant factors
existing at the time. We can give no assurance that any of the foregoing
measures can be accomplished.
ENCUMBRANCES ON ASSETS SECURING NEW CREDIT FACILITY
MEDIQ/PRN's obligations under the New Credit Facility are secured by a first
priority pledge of, or a first priority security interest in, as the case may
be, substantially all the assets of MEDIQ/PRN and its subsidiaries, and by 100%
of the common stock of MEDIQ/PRN's subsidiaries. If MEDIQ/PRN becomes insolvent
or is liquidated, or if payment under the New Credit Facility or in respect of
any other secured senior indebtedness is accelerated, the Senior Lenders or
holders of such other secured senior indebtedness will be entitled to exercise
the remedies available to a secured lender under applicable law (in addition to
any remedies that may be available under documents pertaining to the New Credit
Facility or such other senior indebtedness) and will have a prior claim with
respect to the assets securing such indebtedness. See "Description of Certain
Indebtedness--New Credit Facility."
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OBLIGATIONS IN THE EVENT OF A CHANGE OF CONTROL OFFER
Upon the occurrence of a change of control, we will be required to make an
offer to repurchase all of the outstanding Debentures and Notes. See
"Description of Certain Indebtedness--Notes" and "Description of the
Debentures--Change of Control." We can give no assurance that we will have the
funds necessary to effect such a repurchase if such an event were to occur. In
addition, the New Credit Facility prohibits MEDIQ/PRN from repurchasing any
Debentures or Notes and also provides that certain changes of control of
Holdings and MEDIQ/PRN will constitute a default thereunder. Any future credit
agreements or other agreements relating to senior indebtedness to which we
become a party may contain similar restrictions and provisions. In the event a
change of control occurs at a time when we are prohibited from repurchasing
Debentures or Notes, we could seek the consent of our lenders to repurchase the
securities or could attempt to refinance the borrowings that contain such
prohibition. If we do not obtain such a consent or repay such borrowings, we
will remain prohibited from repurchasing the Debentures and the Notes. In such
case, our failure to repurchase tendered Debentures or Notes would constitute an
event of default under the indentures under which such securities were issued,
which would cause a default under the New Credit Facility.
ORIGINAL ISSUE DISCOUNT; APPLICABLE HIGH YIELD DISCOUNT OBLIGATIONS
The Debentures were issued at a substantial discount from their stated
principal amount at maturity. Consequently, although cash interest on the
Debentures generally will not accrue or be payable prior to June 1, 2003, OID
will be includable in your gross income for U.S. Federal income tax purposes
before you receive any cash payments on the Debentures. See "Certain U.S.
Federal Income Tax Considerations" for a more detailed discussion of the U.S.
Federal income tax consequences of the purchase, ownership and disposition of
the Debentures.
Moreover, the Debentures constitute "applicable high yield discount
obligations" ("AHYDOs") because the yield to maturity of the Debentures exceeds
the relevant applicable Federal rate (the "AFR") at the time of issue by five or
more percentage points. Since the Debentures constitute AHYDOs, we will not be
entitled to deduct OID accruing with respect thereto until such amounts are
actually paid. If the yield to maturity equals or exceeds such AFR by six or
more percentage points, then a portion of such OID will not be deductible at all
by us. See "Certain U.S. Federal Income Tax Considerations" for a more detailed
discussion of the Federal income tax consequences to holders of the Debentures.
If a bankruptcy case is commenced by or against Holdings under the Federal
bankruptcy law, the claim of a holder of Debentures with respect to the
principal amount thereof may be limited to an amount equal to the sum of (1) the
initial offering price and (2) that portion of the OID that is not deemed to
constitute "unmatured interest" for purposes of the Federal bankruptcy law. Any
OID that was not accrued as of any such bankruptcy filing would constitute
"unmatured interest."
HISTORICAL OPERATING LOSSES
We experienced losses from continuing operations of approximately $3.3
million, $6.2 million and $2.2 million for the fiscal years ended September 30,
1995, 1996 and 1997, respectively. On a Pro Forma Basis, our loss from
continuing operations for the fiscal year ended September 30, 1997 and for the
LTM Period would have been $20.3 million and $44.6 million, respectively. See
"Pro Forma Condensed Consolidated Financial Statements." We can give no
assurance that we will not continue to incur operating losses.
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<PAGE>
COMPETITION
The movable medical equipment rental industry is highly competitive and we
encounter competition in all our locations throughout the United States.
Competition is generated from:
- medical equipment manufacturers which sell medical equipment directly to
health care providers and which we believe generate the strongest
competition;
- general leasing and financing companies and financial institutions, such
as banks, which finance the acquisition of medical equipment by health
care providers; and
- national, regional and local medical equipment renting and leasing
companies and medical equipment distributors which rent medical equipment
to health care providers.
We believe that the key factors influencing the decision regarding the
selection of a medical equipment rental vendor include availability and quality
of medical equipment, service and price. We face competitive pressure in all of
our markets from existing competitors and from the potential entry of new
competitors. Although we believe that we are able to demonstrate the
cost-effectiveness of renting medical equipment on a long term basis, we believe
that many health care providers will continue to purchase a substantial portion
of their medical equipment. See "Business--Competition."
ABILITY TO IMPLEMENT ACQUISITION STRATEGY AND ABILITY TO MANAGE GROWTH
A key component of our business strategy is the growth of our product and
customer base through the acquisition of companies in similar lines of business.
We have recently consummated the CHI Acquisition. See "Business--Recent and
Potential Acquisitions." In addition, we believe that there currently exist
ample opportunities for other potential acquisitions. However, we can give no
assurance that we will consummate such other acquisitions, or that we will be
able to successfully capitalize on any other opportunities. Moreover, such other
opportunities may not be available in the future.
As of June 30, 1998, subject to certain conditions, the terms of the New
Credit Facility provided MEDIQ/PRN with the ability to borrow up to an
additional $125.0 million thereunder. In order to capitalize on future
acquisition opportunities, we may need to obtain additional capital and obtain
Federal and/or state regulatory approvals. To raise additional capital, we may
elect to undertake additional debt financings. Additional borrowings under the
New Credit Facility, and the issuance of additional debt securities or other
borrowings, would result in additional leverage and may reduce working capital.
Furthermore, the issuance of additional debt securities or other borrowings will
be restricted by the terms of the instruments and documents governing our
indebtedness. We can give no assurance that we will be able to obtain the
necessary approvals or such financing on terms acceptable to us, if at all, and
the inability to obtain such regulatory approvals or financing could have a
material adverse effect on our ability to implement our acquisition strategy and
capitalize on profitable opportunities.
Any growth of our business through internal expansion or acquisitions will
place demands on our management, employees, operations and physical and
financial resources. To manage our growth, we must continue to implement and
improve our operational and financial systems and to expand, train and manage
our employee base. Any inability to attract and retain the executive and
managerial personnel required by our expanding business could have a material
adverse effect on our results of operations and financial condition. If our
systems, procedures or controls are not adequate to support our operations, we
may not be able to achieve the rapid expansion necessary to exploit potential
market opportunities for our products and services.
The CHI Acquisition and any additional acquisitions will involve a number of
additional risks, including diversion of management's attention from other
business concerns, the possible loss of key employees of the CH Medical Business
and other acquired businesses and the potential difficulties in integrating the
operations of the CH Medical Business and other acquired businesses with our
existing
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<PAGE>
businesses. We have not previously operated a manufacturer of Support Surfaces
or other medical equipment and we can give no assurance that we will be able to
successfully operate the CH Medical Business. In light of the foregoing, we can
give no assurance as to the effect of the CHI Acquisition and other acquired
businesses on our business or results of operations. See "Business--Recent and
Potential Acquisitions."
RELIANCE ON KEY PERSONNEL
Our success depends to a significant degree upon the continued contributions
of management, some of whom would be difficult to replace. The loss of the
services of certain members of senior management could have a material adverse
effect on us. Although Messrs. Carroll and Kaplan and certain other members of
senior management are stockholders of Holdings and have employment contracts
with us, there can be no assurance that the services of such personnel will
continue to be available to us. See "Management" and "Ownership of Capital
Stock."
DEPENDENCE ON SALES REPRESENTATIVES AND SERVICE SPECIALISTS
We believe that to be successful we must continue to hire, train and retain
highly qualified sales representatives and service specialists. Our sales growth
has been supported by hiring and developing new sales representatives and
adding, through acquisitions, established sales representatives whose existing
customers generally have become our customers. Due to the relationships
developed between our sales representatives and our customers, upon the
departure of a sales representative we face the risk of losing the
representative's customers, especially if the representative were to represent
one of our competitors. In addition, there has been, and we expect that there
will continue to be, intense competition in our industry for divisional managers
and experienced sales representatives. We can give no assurance that we will be
able to retain or attract qualified personnel in the future. Our failure by to
attract or retain such personnel could have a material adverse effect on our
business, financial condition or results of operations.
REGULATION OF THE HEALTH CARE INDUSTRY
We focus our business on providing services to health care institutions,
particularly hospitals. The health care industry is subject to extensive
government regulation, licensure and prescribed operating procedures. The
continued acceptance of our services and products by our customers will depend,
to a very significant degree, upon whether such services and products will be in
compliance with applicable regulations or will assist health care institutions
in complying with such regulations. While we closely monitor such regulations
and design our services and products accordingly, a substantial change in the
level of regulation or the substance of particular regulations could have a
material adverse effect on our business, financial condition or results of
operations. See "Business--Government Regulation."
UNCERTAINTY OF HEALTH CARE REFORM; REIMBURSEMENT OF HEALTH CARE COSTS
There are widespread efforts to control health care costs in the United
States and abroad. As an example, The Balanced Budget Act of 1997 significantly
reduces Federal spending on Medicare and Medicaid over the next five years by
reducing annual payment updates to acute care hospitals, changing payment
systems for both skilled nursing facilities and home health care services from
cost-based to prospective payment systems, eliminating annual payment updates
for durable medical equipment, and allowing states greater flexibility in
controlling Medicaid costs at the state level. We cannot reliably predict the
timing of or the exact effect which these or similar initiatives could have on
the pricing and profitability of, or demand for, our products. However, certain
provisions of The Balanced Budget Act of 1997, such as the changes in the way
Medicare Part A reimburses skilled nursing facilities, may change the way our
customers make renting and purchasing decisions and could have a material
adverse effect on us. We also believe it is likely that efforts by governmental
and private payors to
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<PAGE>
contain costs through managed care and other efforts and to reform health
systems will continue in the future. We can give no assurance that current or
future initiatives will not have a material adverse effect on our business,
financial condition or results of operations.
Our products are rented and sold principally to health care providers who
receive reimbursement for the products and services they provide from various
public and private third-party payors, including Medicare, Medicaid and private
insurance programs. Since consummation of the CHI Acquisition, we also act as a
supplier of durable medical equipment under Federal law and, as such, furnish
products directly to customers and bill third-party payors. As a result, the
demand for our products in any specific care setting is dependent in part on the
reimbursement policies of the various payors in that setting. In order to be
reimbursed, the products generally must be found to be reasonable and necessary
for the treatment of medical conditions and must otherwise fall within the
payor's list of covered services. In light of increased controls on Medicare
spending, we can give no assurance of the outcome of future coverage or payment
decisions for any of our products by governmental or private payors. If
providers, suppliers and other users of our products and services are unable to
obtain sufficient reimbursement for the rental of our products, a material
adverse impact on our business, financial condition or results of operations
will likely result.
CONSOLIDATION OF PURCHASING ENTITIES
Many health care providers have merged or consolidated with other members of
their industry in an effort to reduce costs or achieve operating synergies.
Accordingly, because larger purchasers tend to have more leverage in negotiating
prices and because this consolidation often results in the renegotiation of
contracts and in the granting of price concessions, this trend could have a
material adverse effect on our business, financial condition or results of
operations.
FRAUD AND ABUSE LAWS
We and our customers are subject to various Federal and state laws
pertaining to health care fraud and abuse, including prohibitions on the
submission of false claims and the payment or acceptance of kickbacks or other
remuneration in return for the purchase or rental of our products. The United
States Department of Justice and the Office of the Inspector General of the
United States Department of Health and Human Services have launched an
enforcement initiative which specifically targets the long-term care, home
health and durable medical equipment industries. Sanctions for violating these
laws include criminal penalties and civil sanctions, including fines and
penalties, and possible exclusion from Medicare, Medicaid and other Federal
health care programs. We can give no assurance that our practices (including our
practices with respect to the CH Medical Business since consummation of the CHI
Acquisition), the past practices of the CH Medical Business or the practices of
our customers will not be challenged under Federal and state fraud and abuse
laws in the future or that such a challenge would not have a material adverse
effect on our business, financial condition or results of operations.
PRODUCT LIABILITY
The manufacture and marketing of medical products entails an inherent risk
of product liability claims. Although we have not experienced any significant
losses due to product liability claims and currently maintain umbrella liability
insurance coverage, we can give no assurance that the amount or scope of the
coverage we maintain will be adequate to protect us in the event a significant
product liability claim is successfully asserted against us.
CONTROLLING STOCKHOLDERS
The BRS Entities and the Co-Investors collectively own approximately 77.2%
of the outstanding common stock of Holdings. By virtue of such ownership, the
BRS Entities and the Co-Investors control
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<PAGE>
our company, and have the power to elect a majority of directors, appoint new
management and approve any action requiring the approval of our stockholders,
including the adoption of most amendments to our Certificate of Incorporation,
the approval of mergers or sales of substantially all of our assets and the
creation of new classes or series of capital stock. The directors elected by the
BRS Entities and the Co-Investors have the authority to make decisions affecting
our capital structure, including the issuance of additional capital stock, the
implementation of stock repurchase programs and the declaration of dividends.
See "Ownership of Capital Stock."
FRAUDULENT TRANSFER CONSIDERATIONS
Under applicable provisions of the United States Bankruptcy Code or
comparable provisions of state fraudulent transfer or conveyance law, if, at the
time Holdings issued the Debentures, it (1) incurred such indebtedness with
intent to hinder, delay or defraud creditors, or (2) received less than
reasonably equivalent value or fair consideration therefor and:
- was insolvent at the time of the incurrence;
- was rendered insolvent by reason of such incurrence (and the application
of the proceeds thereof);
- was engaged or was about to engage in a business or transaction for which
the assets remaining with it constituted unreasonably small capital to
carry on its business; or
- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature,
then, in each such case, a court of competent jurisdiction could avoid, in whole
or in part, the Debentures and order that all or part of any payments on the
Debentures be returned to Holdings or to a fund for the benefit of creditors or,
in the alternative, such court could subordinate the Debentures to existing and
future indebtedness of Holdings.
A portion of the proceeds of the borrowings under the New Credit Facility
and the offering of the Notes was used by MEDIQ/PRN to advance to Holdings
amounts necessary to finance, in part, the cash portion of the Merger
consideration. See "The Transactions" and "Use of Proceeds." In addition,
Holdings will rely on dividends, loans and other advances from MEDIQ/PRN as a
source of payment on the Debentures. Dividend payments, however, are generally
considered to have been made for less than a reasonably equivalent value as the
payor receives no value in return. As a result, such dividend payments may be
attacked by an unpaid creditor of MEDIQ/PRN or a representative of such
creditors pursuant to the same fraudulent transfer theory set forth above. If
such an attack were successful, MEDIQ/PRN could be prevented from paying
dividends to Holdings, or Holdings could be obliged to repay dividends received
if such dividends were successfully avoided as fraudulent transfers. In such
case, the ability of Holdings to make payments on the Debentures would be
materially impaired.
The measure of insolvency for purposes of all of the foregoing varies based
upon the law of the jurisdiction applied. Generally, however, an entity would be
considered insolvent if the sum of its debts (including contingent liabilities)
is greater than all of its property at a fair valuation, or if the present fair
saleable value of its assets is less than the amount that will be required to
pay its probable liabilities on its existing debts (including contingent
liabilities), as they become absolute and matured. In addition, an entity may be
presumed insolvent under some fraudulent transfer laws if it is not generally
paying its debts as they become due. Although we had a negative net worth
immediately following the consummation of the Merger, we believe, based upon
valuations and forecasts, that we were at such time, and will continue to be at
all times that payments on the Debentures are made, solvent, will have
sufficient capital to carry on our business and will continue to be able to pay
our debts as they mature. Similarly, we believe that, based on such information,
MEDIQ/PRN and each of its subsidiaries was at the time of the consummation of
the Merger, and will continue to be at the
19
<PAGE>
times it is projected to pay dividends to its corporate parent, solvent, will
have sufficient capital to carry on its business and will continue to be able to
pay its debts as they mature. Accordingly, we believe that in a bankruptcy case
or a lawsuit by our creditors, none of the Debentures should be held to have
been issued, nor payments on the Debentures held to have been made, in violation
of applicable Federal bankruptcy law or state fraudulent transfer laws, and that
in a suit by the creditors of MEDIQ/ PRN and its subsidiaries, none of the
dividends made by such entities should be held to have been made in violation of
applicable Federal bankruptcy law or state fraudulent transfer laws. We can give
no assurance, however, as to what standard a court would apply to determine
whether Holdings, MEDIQ/PRN and the subsidiaries of MEDIQ/PRN were "insolvent"
as of the date the Debentures were issued; or that, regardless of the method of
valuation, a court would not determine that Holdings, MEDIQ/PRN or the
subsidiaries of MEDIQ/PRN were insolvent on such other relevant dates. Nor can
we give any assurance that a court would not determine, regardless of whether we
were solvent on the date the Debentures were issued, that the payments
constituted fraudulent transfers on another of the grounds set forth above. We
obtained a "solvency opinion" regarding Holdings and MEDIQ/PRN from an
independent third party in connection with the Merger, which opinion was subject
to certain assumptions, qualifications, limitations and defined terms as set
forth therein. Notwithstanding the "solvency opinion," we can give no assurance
that a court passing on such questions would agree with such opinion.
ABSENCE OF PUBLIC MARKET FOR THE DEBENTURES
We do not intend to apply for listing or quotation of the Debentures on any
securities exchange or stock market. The Initial Purchasers have advised us that
they intend to make a market in the Debentures, subject to the limits imposed by
the Securities Act and the Exchange Act and subject to any limits imposed during
the pendency of any registration statement or shelf registration statement filed
under the Securities Act; however, the Initial Purchasers are not obligated to
do so, and may discontinue such market-making at any time without notice.
Therefore, we can give no assurance as to the liquidity of any trading market
for the Debentures or that an active market for the Debentures will develop.
Future trading prices of the Debentures will depend on many factors, including,
among other things, prevailing interest rates, our operating results and the
market for similar securities.
Historically, the market for non-investment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of such
securities. We can give no assurance that the market for the Debentures will not
be subject to similar disruptions. Any such disruptions could have an adverse
effect on the Debentures.
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<PAGE>
THE TRANSACTIONS
Concurrently with the issuance of the Units and the Notes, the Company
consummated the merger and certain related transactions.
THE MERGER, THE REORGANIZATION AND THE REFINANCING
Pursuant to the terms of an Agreement and Plan of Merger dated as of January
14, 1998 (as amended as of April 27, 1998, the "Merger Agreement") between
Holdings and MQ, on May 29, 1998 MQ was merged with and into Holdings with
Holdings continuing as the surviving corporation (the "Surviving Corporation").
MQ was a Delaware corporation organized by BRS solely to effect the Merger and
acquire, together with other investors, a controlling interest in Holdings.
Prior to or simultaneously with the consummation of the Merger, (i) Holdings
contributed certain of its assets and liabilities (including the capital stock
of all the subsidiaries of Holdings other than MEDIQ/PRN) to MEDIQ/PRN (the
"Reorganization"), (ii) MEDIQ/PRN entered into the New Credit Facility providing
for up to $200.0 million of Term Loans (as defined), up to $50.0 million of
Revolving Loans (as defined) and up to $75.0 million of Acquisition Loans (as
defined) and (iii) all indebtedness of the Company except approximately $10.1
million of the Exchangeable Debentures and $2.0 million of MEDIQ/PRN's capital
leases was repaid (the "Refinancing").
The aggregate consideration paid in connection with the Merger (the "Merger
Consideration") was approximately $390.8 million, which amount included $20.0
million of Series A 13% Cumulative Compounding Preferred Stock, par value $.01
per share, of the Surviving Corporation ("Series A Preferred Stock"). In
addition, in connection with the Merger (i) certain controlling stockholders of
Holdings (the "Rotko Entities") converted a portion of their preferred equity in
Holdings into $14.5 million of common and preferred equity of the Surviving
Corporation (the "Rotko Rollover"), (ii) Thomas E. Carroll, Jay M. Kaplan and
certain other persons selected by Holdings and BRS (the "Management
Stockholders") purchased $4.2 million of common and preferred equity of MQ (the
"Management Investment" and, together with the issuance of Series A Preferred
Stock as part of the Merger Consideration and the Rotko Rollover, the "Equity
Rollover") and (iii) the BRS Entities and the Co-Investors purchased $109.5
million of common and preferred equity of MQ (the "Equity Contribution"). See
"--The Rotko Rollover," "--The Management Investment" and "--The Equity
Contribution."
The Merger, the Reorganization, the Refinancing, the Equity Rollover and the
Equity Contribution, together with the initial offering of the Notes by
MEDIQ/PRN (the "Note Offering"), the initial offering of the Units by Holdings
(the "Unit Offering"), the other financing arrangements described above, the
application of the proceeds therefrom and the payment of related fees and
expenses, are collectively referred to herein as the "Transactions."
The authorized capital stock of the Surviving Corporation consists of (i)
Common Stock, par value $.01 per share ("Common Stock"), (ii) Series A Preferred
Stock, (iii) Series B 13.25% Cumulative Compounding Perpetual Preferred Stock,
par value $.01 per share ("Series B Preferred Stock"), and (iv) Series C 13.5%
Cumulative Compounding Preferred Stock, par value $.01 per share ("Series C
Preferred Stock" and, together with the Series A Preferred Stock and the Series
B Preferred Stock, the "Preferred Stock"). Following consummation of the Merger
and the subsequent purchase by the Management Stockholders of certain additional
shares of Common Stock, the BRS Entities and the Co-Investors held approximately
77.2% of the Common Stock, 71.9% of the Series A Preferred Stock, 53.4% of the
Series B Preferred Stock and 96.5% of the Series C Preferred Stock; the
Management Stockholders held approximately 12.6% of the Common Stock, 2.6% of
the Series A Preferred Stock (not including shares received in the Merger as
Merger Consideration), 1.9% of the Series B Preferred Stock and 3.5% of the
Series C Preferred Stock; the Rotko Entities held approximately 10.2% of the
Common Stock, 8.1% of the Series A Preferred Stock and 44.7% of the Series B
Preferred Stock; and
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the stockholders of Holdings prior to the Merger (other than the Rotko Entities)
held approximately 17.4% of the Series A Preferred Stock. See "Ownership of
Capital Stock."
THE ROTKO ROLLOVER
In connection with the transactions contemplated by the Merger Agreement, MQ
and the Rotko Entities entered into an agreement dated January 14, 1998 (the
"Rollover Agreement") pursuant to which the Rotko Entities agreed to convert
1,000,000 shares (the "Rolled Shares") of Series A preferred stock, par value
$.50 per share, of Holdings ("Holdings Preferred Stock") into certain securities
specified therein instead of receiving Merger Consideration of $13.75 cash and
0.075 of a share of Series A Preferred Stock per Rolled Share. MQ required that
the Rotko Entities enter into the Rollover Agreement in order to reduce the
amount required to finance the Transactions and to facilitate the treatment of
the Merger for accounting purposes as a recapitalization of the Company. Under
the Merger Agreement, at the effective time of the Merger (the "Effective
Time"), the Rolled Shares were converted in the Merger into 1,340,219 shares of
Series B Preferred Stock and 109,781 shares of Common Stock equal to
approximately 11% of the shares of Common Stock of the Surviving Corporation
outstanding immediately after the Effective Time (such Series B Preferred Stock
and Common Stock, together the "Converted Shares"). See "--Conversion of MQ
Stock and Holdings Shares in the Merger."
The Rotko Entities consist of (i) a trust established on November 18, 1983
by the late Bernard B. Rotko, the Company's founder, for the benefit of certain
members of his family, which, subsequent to the consummation of the
Transactions, was divided into two trusts, the Trust U/D of Bernard B. Rotko,
dated November 18, 1983, Michael J. Rotko Share (the "Rotko 1983 Trust-Michael
J. Rotko Share") and the Trust U/D of Bernard B. Rotko, dated November 18, 1983,
Judith M. Shipon Share (the "Rotko 1983 Trust-Judith M. Shipon Share" and,
together with the Rotko 1983 Trust-Michael J. Rotko Share, the "Rotko 1983
Trusts"), (ii) Michael J. Rotko, a Director of Holdings and MEDIQ/PRN and a
trustee of the Rotko 1983 Trust-Michael J. Rotko Share, (iii) Bessie G. Rotko,
the spouse of Bernard B. Rotko and a trustee of the Rotko 1983 Trusts and (iv)
Judith M. Shipon, the daughter of Bernard B. Rotko and a trustee of the Rotko
1983 Trust-Judith M Shipon Share.
THE MANAGEMENT INVESTMENT
The Management Stockholders purchased $4.2 million of common and preferred
equity of MQ pursuant to the Management Investment. At the Effective Time, the
securities of MQ purchased by the Management Stockholders were converted into
approximately $0.6 million of Common Stock, $2.0 million of Series A Preferred
Stock, $0.6 million of Series B Preferred Stock and $1.0 million of Series C
Preferred Stock. See "--Conversion of MQ Stock and Holdings Shares in the
Merger."
THE EQUITY CONTRIBUTION
The BRS Entities and the Co-Investors purchased $109.5 million of common and
preferred equity of MQ pursuant to the Equity Contribution. At the Effective
Time, the securities of MQ purchased by the BRS Entities and the Co-Investors
were converted into approximately $8.3 million of Common Stock, $56.2 million of
Series A Preferred Stock, $16.0 million of Series B Preferred Stock and $29.0
million of Series C Preferred Stock. See "--Conversion of MQ Stock and Holdings
Shares in the Merger."
CONVERSION OF MQ STOCK AND HOLDINGS SHARES IN THE MERGER
As a result of the Merger, each share of capital stock of MQ issued and
outstanding immediately prior to the Effective Time (including the shares of
capital stock issued by MQ to the Management Stockholders pursuant to the
Management Investment and the shares of capital stock issued by MQ to
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the BRS Entities and the Co-Investors pursuant to the Equity Contribution) was
converted into and represented the same number of shares of the same class and
series of capital stock of the Surviving Corporation.
As a result of the Merger, each share of Holdings Preferred Stock and each
share of common stock, par value $1.00 per share, of Holdings ("Holdings Common
Stock" and, together with the Holdings Preferred Stock, the "Holdings Shares")
issued and outstanding immediately prior to the Effective Time was converted
into the right to receive $13.75 in cash, without interest, and 0.075 of a share
of Series A Preferred Stock of the Surviving Corporation; provided that (i) the
Rolled Shares were converted into and represented the Converted Shares, (ii)
each Holdings Share that was issued and outstanding immediately prior to the
Effective Time and owned by MQ or Holdings or any direct or indirect subsidiary
of MQ or Holdings was cancelled and no payment of any consideration was made
with respect thereto and (iii) any Holdings Shares held by a holder who had
timely demanded and perfected his demand for appraisal of his Holdings Shares
(such shares being "Dissenting Shares") in accordance with Section 262 of the
Delaware General Corporation Law (the "DGCL") and as of the Effective Time had
neither effectively withdrawn nor lost his right to such appraisal was entitled
to only such rights as are granted by the DGCL.
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<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the registration or
subsequent sale of the Debentures. Approximately $617.7 million of funds were
used to consummate the Merger and the CHI Acquisition, effect the Refinancing
and pay related fees and expenses. Such funds were provided by (i) $200.0
million of Term Loans under the New Credit Facility, (ii) $190.0 million of
gross proceeds from the Note Offering, (iii) $75.0 million of gross proceeds
from the Unit Offering, (iv) $109.5 million of gross proceeds from the Equity
Contribution, (v) $38.7 million of gross proceeds from the Equity Rollover and
(vi) $4.5 million of existing cash balances of the Company. See "The
Transactions" and "Description of Certain Indebtedness."
The following table sets forth the sources and uses of funds in connection
with the Transactions and the CHI Acquisition. To reflect the issuance of Series
A Preferred Stock as part of the Merger Consideration, the Rotko Rollover and
the Management Investment, the following table includes the Equity Rollover as
both a source and use of funds.
<TABLE>
<CAPTION>
AMOUNT
(IN
SOURCES OF FUNDS: MILLIONS)
-----------
<S> <C>
Term Loans....................................................... $ 200.0
Notes............................................................ 190.0
Units............................................................ 75.0
Equity Contribution.............................................. 109.5
Equity Rollover.................................................. 38.7
Existing cash balances........................................... 4.5
-----------
Total sources................................................ $ 617.7
-----------
-----------
<CAPTION>
USES OF FUNDS:
<S> <C>
Cash portion of Merger Consideration(a).......................... $ 352.1
Equity Rollover.................................................. 38.7
Refinancing(b)................................................... 138.0
CHI Acquisition.................................................. 50.0
Fees and expenses................................................ 38.9
-----------
Total uses................................................... $ 617.7
-----------
-----------
</TABLE>
- ------------------------
(a) Amount equals (i)(x) the cash portion of the Merger Consideration of $13.75
multiplied by (y) the number of fully diluted shares outstanding less the
Rolled Shares, less (ii) the sum of the Management Investment and the net
proceeds received by the Company upon the exercise of all outstanding
Options (as defined).
(b) The outstanding indebtedness repaid pursuant to the Refinancing consisted of
$21.6 million of term loans that were to mature quarterly in varying amounts
through September 30, 2002, $95.4 million of term loans that were to mature
quarterly in varying amounts through September 30, 2004 and $21.0 million of
revolving loans that were to mature on September 30, 2002. At May 29, 1998,
the weighted average interest rate with respect to all such indebtedness was
approximately 8.4%.
24
<PAGE>
CAPITALIZATION
The following table sets forth the historical consolidated capitalization of
Holdings as of June 30, 1998. The information set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF JUNE 30,
1998
--------------
<S> <C>
(IN THOUSANDS)
Cash and cash equivalents......................................................................... $ 9,203
--------------
--------------
Long-term debt, including current portion:
New Credit Facility............................................................................. $ 200,000
Capital lease obligations....................................................................... 1,907
Notes........................................................................................... 190,000
Debentures...................................................................................... 75,123
Exchangeable Debentures(a)...................................................................... 10,055
--------------
Total long-term debt........................................................................ 477,085
Mandatorily redeemable preferred stock:
Series A Preferred Stock........................................................................ 79,127
Series C Preferred Stock........................................................................ 30,355
--------------
Total mandatorily redeemable preferred stock................................................ 109,482
Stockholders' deficit(b).......................................................................... (315,401)
--------------
Total capitalization...................................................................... $ 271,166
--------------
--------------
</TABLE>
- ------------------------
(a) Approximately $500,000 in principal amount of the Exchangeable Debentures is
currently outstanding. See "Description of Certain
Indebtedness--Exchangeable Debentures."
(b) The stockholders' deficit of Holdings includes $30 of Series B Preferred
Stock, $10 of Common Stock, $40,703 of capital in excess of par and
$(356,144) of retained earnings. Capital in excess of par includes $0.7
million ascribed to the Warrants issued together with the Debentures as
Units. No assurance can be given that the value allocated to the Warrants is
indicative of the price at which the Warrants may actually trade.
25
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
statements (the "Pro Forma Financial Statements") are based on the historical
consolidated financial statements of the Company, SpectraCair and CH Medical.
The SpectraCair Acquisition and the CHI Acquisition were consummated on
September 1, 1997 and May 29, 1998, respectively. Accordingly, the Company's
historical consolidated statements of operations include the results of
operations of SpectraCair and the CH Medical Business from such respective
acquisition dates. The Company's historical balance sheet as of June 30, 1998
includes the assets and liabilities of SpectraCair and the CH Medical Business.
The pro forma condensed consolidated statements of operations for the year
ended September 30, 1997 and for the nine months ended June 30, 1997 give effect
to the SpectraCair Acquisition, the Transactions and the CHI Acquisition as if
they were consummated on October 1, 1996. The pro forma condensed consolidated
statements of operations for the nine months ended June 30, 1998 give effect to
the Transactions and the CHI Acquisition as if they were consummated on October
1, 1996. All the pro forma adjustments are described more fully in the
accompanying notes.
The CH Medical historical financial information reflected in the Pro Forma
Financial Statements represents the accounts and operations of CH Medical with
respect to the CH Medical Business. During the period covered by the
consolidated financial statements of CH Medical (the "CH Medical Financial
Statements") included in this Prospectus, the CH Medical Business was conducted
as an integral part of CHI's overall operations, and separate financial
statements were not prepared. The Company has been advised by CHI that the CH
Medical Financial Statements were prepared from the historical accounting
records of CHI and include various allocations for costs and expenses.
Therefore, the statements of operations of CH Medical may not be indicative of
the results of operations that would have resulted if CH Medical had operated on
a stand-alone basis. The Company has been advised by CHI that all of the
allocations and estimates reflected in the CH Medical Financial Statements are
based on assumptions that CHI management believes are reasonable under the
circumstances.
The Pro Forma Financial Statements include certain cost savings related to
the CHI Acquisition which the Company expects to realize in connection with such
acquisition. The Pro Forma Financial Statements do not reflect certain other
cost savings related to the SpectraCair Acquisition and the CHI Acquisition or
the cost of achieving such other cost savings. See "Business--Recent and
Potential Acquisitions."
The Pro Forma Financial Statements are presented for informational purposes
only and do not purport to be indicative of the results of operations that
actually would have been achieved had such transactions been consummated on the
date or for the periods indicated and do not purport to be indicative of the
results of operations for any future period. The Pro Forma Financial Statements
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
notes thereto of Holdings, MEDIQ/PRN and CH Medical included elsewhere in this
Prospectus.
The pro forma adjustments were applied to the respective historical
statements to reflect and account for the Merger as a recapitalization.
Accordingly, the historical basis of the Company's assets and liabilities has
not been affected by the Merger. The SpectraCair Acquisition and the CHI
Acquisition were accounted for using the purchase method of accounting. The
purchase method of accounting allocates the aggregate purchase price to the
assets acquired and liabilities assumed based upon their respective fair values.
The allocation of the aggregate purchase price for the CH Medical Business
reflected in the Pro Forma Financial Statements is preliminary. The final
allocation of the aggregate purchase price is contingent upon studies and
valuations which have not yet been completed. Management is unable to predict
whether any adjustments as a result of the foregoing will have a material effect
on the Pro Forma Financial Statements.
26
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 1997
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY
PRO FORMA PRO FORMA
PRO FORMA PRO FORMA FOR ADJUSTMENTS
HISTORICAL ADJUSTMENTS FOR ADJUSTMENTS FOR SPECTRACAIR FOR THE
------------------------ THE SPECTRACAIR THE AND THE CHI
COMPANY SPECTRACAIR ACQUISITION TRANSACTIONS TRANSACTIONS ACQUISITION(E)
--------- ------------- --------------- --------------- ------------ -------------
Revenues:
Rental............................. $ 124,316 $ 9,647 $ -- $ -- $ 133,963 $ 22,154
Sale of parts, disposables and
equipment........................ 19,922 142 -- -- 20,064 4,556
Other.............................. 11,722 -- (1,475)(A) -- 10,247 --
--------- ------ ------- --------------- ------------ -------------
155,960 9,789 (1,475) -- 164,274 26,710
Costs and Expenses:
Cost of sales...................... 16,334 112 -- -- 16,446 1,355
Operating.......................... 46,138 2,638 (1,475)(A) -- 47,301 8,268
Selling............................ 13,353 2,804 -- -- 16,157 3,233
General and administrative......... 20,272 1,545 -- 1,000(C) 22,817 6,208
Depreciation and amortization...... 30,359 2,313 -- -- 32,672 4,202
--------- ------ ------- --------------- ------------ -------------
Operating Income..................... 29,504 377 -- (1,000) 28,881 3,444
Other (charges)
Credits:
Interest expense................... (19,107) (499) -- (28,431)(D) (48,037) (4,297)
Interest income.................... 2,069 -- -- -- 2,069 --
Other--net......................... (9,573) -- 61(A) -- (9,512) 193
--------- ------ ------- --------------- ------------ -------------
Income (Loss) from Continuing
Operations before Income Taxes... 2,893 (122) 61 (29,431) (26,599) (660)
Income Taxes....................... 5,134 -- (24)(B) (11,759)(B) (6,649) (264)
--------- ------ ------- --------------- ------------ -------------
Income (Loss) from Continuing
Operations....................... $ (2,241) $ (122) $ 85 $ (17,672) $ (19,950) $ (396)
--------- ------ ------- --------------- ------------ -------------
--------- ------ ------- --------------- ------------ -------------
<CAPTION>
<S> <C>
CONSOLIDATED
COMPANY
PRO FORMA
FOR
SPECTRACAIR,
THE
TRANSACTIONS
AND CHI
---------------
Revenues:
Rental............................. $ 156,117
Sale of parts, disposables and
equipment........................ 24,620
Other.............................. 10,247
---------------
190,984
Costs and Expenses:
Cost of sales...................... 17,801
Operating.......................... 55,569
Selling............................ 19,390
General and administrative......... 29,025
Depreciation and amortization...... 36,874
---------------
Operating Income..................... 32,325
Other (charges)
Credits:
Interest expense................... (52,334)
Interest income.................... 2,069
Other--net......................... (9,319)
---------------
Income (Loss) from Continuing
Operations before Income Taxes... (27,259)
Income Taxes....................... (6,913)
---------------
Income (Loss) from Continuing
Operations....................... $ (20,346)
---------------
---------------
</TABLE>
See Notes to Pro Forma Condensed Consolidated Statements of Operations
27
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 1997
---------------------------------------------------------------------------------------
PRO FORMA COMPANY
ADJUSTMENTS PRO FORMA PRO FORMA FOR PRO FORMA
HISTORICAL FOR THE ADJUSTMENTS SPECTRACAIR ADJUSTMENTS
-------------------------- SPECTRACAIR FOR THE AND THE FOR THE CHI
COMPANY SPECTRACAIR ACQUISITION TRANSACTIONS TRANSACTIONS ACQUISITION(E)
----------- ------------- ------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental............................. $ 94,341 $ 8,529 $ -- $ -- $ 102,870 $ 15,947
Sale of parts, disposables and
equipment........................ 14,785 117 -- -- 14,902 2,538
Other.............................. 8,548 -- (1,257)(A) -- 7,291 --
----------- ------ ------------- ------------ ------------- -------
117,674 8,646 (1,257) -- 125,063 18,485
Costs and Expenses:
Cost of sales...................... 12,020 93 -- -- 12,113 806
Operating.......................... 33,491 2,079 (1,257)(A) -- 34,313 6,707
Selling............................ 9,722 2,327 -- -- 12,049 2,180
General and administrative......... 15,837 1,321 -- 750(C) 17,908 4,118
Depreciation and amortization...... 22,096 2,195 -- -- 24,291 3,152
----------- ------ ------------- ------------ ------------- -------
Operating Income..................... 24,508 631 -- (750) 24,389 1,522
Other (charges) Credits:
Interest expense................... (15,205) (421) -- (20,320)(D) (35,946) (3,223)
Interest income.................... 1,567 -- -- -- 1,567 6
Other--net......................... (799) -- (105)(A) -- (904) 573
----------- ------ ------------- ------------ ------------- -------
Income (Loss) from Continuing
Operations before Income Taxes..... 10,071 210 (105) (21,070) (10,894) (1,122)
Income Taxes......................... 8,644 -- 42(B) (8,428)(B) 258 (449)
----------- ------ ------------- ------------ ------------- -------
Income (Loss) from Continuing
Operations......................... $ 1,427 $ 210 $ (147) $ (12,642) $ (11,152) $ (673)
----------- ------ ------------- ------------ ------------- -------
----------- ------ ------------- ------------ ------------- -------
<CAPTION>
CONSOLIDATED
COMPANY
PRO FORMA
FOR
SPECTRACAIR,
THE
TRANSACTIONS
AND CHI
---------------
<S> <C>
Revenues:
Rental............................. $ 118,817
Sale of parts, disposables and
equipment........................ 17,440
Other.............................. 7,291
---------------
143,548
Costs and Expenses:
Cost of sales...................... 12,919
Operating.......................... 41,020
Selling............................ 14,229
General and administrative......... 22,026
Depreciation and amortization...... 27,443
---------------
Operating Income..................... 25,911
Other (charges) Credits:
Interest expense................... (39,169)
Interest income.................... 1,573
Other--net......................... (331)
---------------
Income (Loss) from Continuing
Operations before Income Taxes..... (12,016)
Income Taxes......................... (191)
---------------
Income (Loss) from Continuing
Operations......................... $ (11,825)
---------------
---------------
</TABLE>
See Notes to Pro Forma Condensed Consolidated Statements of Operations
28
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 1998
---------------------------------------------------------
PRO FORMA COMPANY PRO FORMA
ADJUSTMENTS PRO FORMA FOR ADJUSTMENTS
HISTORICAL FOR THE THE FOR THE CHI
COMPANY TRANSACTIONS TRANSACTIONS ACQUISITION(E)
----------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Rental................................................. $ 103,700 $ -- $ 103,700 $ 15,056
Sales of parts, disposables and equipment.............. 20,671 -- 20,671 2,181
Other.................................................. 7,549 -- 7,549 --
----------- ------------ ------------- -------
131,920 -- 131,920 17,237
Cost and Expenses:
Cost of sales.......................................... 16,725 -- 16,725 392
Operating.............................................. 42,864 -- 42,864 6,189
Selling................................................ 11,469 -- 11,469 1,967
General and administrative............................. 14,534 750(C) 15,284 3,895
Nonrecurring--merger costs............................. 34,567 -- 34,567 --
Depreciation and amortization.......................... 31,650 -- 31,650 2,801
----------- ------------ ------------- -------
Operating Income......................................... (19,889) (750) (20,639) 1,993
Other (charges) Credits:
Interest expense....................................... (14,333) (22,524)(D) (36,857) (2,857)
Interest income........................................ 702 -- 702 13
Other--net............................................. 12 -- 12 252
----------- ------------ ------------- -------
Income (Loss) from Continuing Operations before
Income Taxes........................................... (33,508) (23,274) (56,782) (599)
Income Taxes............................................. (11,744) (9,310)(B) (21,054) (240)
----------- ------------ ------------- -------
Income (Loss) from Continuing Operations................. $ (21,764) $ (13,964) $ (35,728) $ (359)
----------- ------------ ------------- -------
----------- ------------ ------------- -------
<CAPTION>
CONSOLIDATED
COMPANY PRO
FORMA FOR
THE
TRANSACTIONS
AND CHI
---------------
<S> <C>
Revenues:
Rental................................................. $ 118,756
Sales of parts, disposables and equipment.............. 22,852
Other.................................................. 7,549
---------------
149,157
Cost and Expenses:
Cost of sales.......................................... 17,117
Operating.............................................. 49,053
Selling................................................ 13,436
General and administrative............................. 19,179
Nonrecurring--merger costs............................. 34,567
Depreciation and amortization.......................... 34,451
---------------
Operating Income......................................... (18,646)
Other (charges) Credits:
Interest expense....................................... (39,714)
Interest income........................................ 715
Other--net............................................. 264
---------------
Income (Loss) from Continuing Operations before
Income Taxes........................................... (57,381)
Income Taxes............................................. (21,294)
---------------
Income (Loss) from Continuing Operations................. $ (36,087)
---------------
---------------
</TABLE>
See Notes to Pro Forma Condensed Consolidated Statements of Operations
29
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
(A) Reflects the elimination of transactions between the Company and SpectraCair
for logistical services, and the elimination of the Company's portion of
SpectraCair's historical income (loss), which was recognized on the equity
method of accounting.
(B) Reflects the effect on income tax expense of the historical income (loss) of
SpectraCair and/or the pro forma adjustments described in the footnotes
herein at an incremental effective tax rate of 40%. Prior to the SpectraCair
Aquisition, SpectraCair was a limited liability company and, therefore, was
not subject to income taxes.
(C) For the year ended September 30, 1997, reflects a $1.0 million annual
management fee pursuant to the Management Agreement. For the nine months
ended June 30, 1997 and 1998, reflects three quarters of such annual
management fee.
(D) Reflects the increased interest cost related to the Debentures, the New
Credit Facility and the Notes, as follows:
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS NINE MONTHS
SEPTEMBER 30, ENDED JUNE 30, ENDED JUNE 30,
1997 1997 1998
------------- --------------- ---------------
<S> <C> <C> <C>
Debentures........................................ $ 10,135 $ 7,520 $ 8,547
New Credit Facility:
Revolving Credit Facility....................... 280 210 210
Acquisition Loans............................... 375 281 281
Term Loans...................................... 12,891 9,668 9,644
Notes............................................. 20,900 15,675 15,675
Amortization of financing fees/debt issue costs
over the period of the related financings....... 2,264 1,698 1,698
Existing borrowings to carry forward (Exchangeable
Debentures and capital leases).................. 1,192 894 802
------------- --------------- ---------------
$ 48,037 $ 35,946 $ 36,857
Historical interest costs:
The Company..................................... (19,107) (15,205) (14,333)
SpectraCair..................................... (499) (421) --
------------- --------------- ---------------
$ 28,431 $ 20,320 $ 22,524
------------- --------------- ---------------
------------- --------------- ---------------
</TABLE>
The Debentures were issued with detachable stock purchase warrants. In
accordance with generally accepted accounting principles, the cash proceeds
from the Debentures were allocated to the Debentures and the Warrants based
on their relative fair value. Accordingly, the Debentures bear interest at
an effective rate of approximately 13.2%. Debt issue costs on the
Debentures are amortized over 11 years.
The Revolving Credit Facility is assumed to bear interest at an annual rate
of LIBOR plus margins of 2.25% on amounts borrowed; bear interest at 2.25%
for amounts reserved for letters of credit; and bear a fee of 0.5% for the
undrawn portion of the unused commitments. Interest on the Revolving Credit
Facility represents commitment fees on the undrawn portion of the
commitments and the amount reserved for letters of credit. The Term Loans
are assumed to bear interest at an annual rate of LIBOR plus 2.75%. The
Company will pay a commitment fee of 0.5% per annum on the amount of unused
commitments for Acquisition Loans. Interest on the Acquisition Loans
represents commitment fees on $75.0 million of unused commitments. Under
the Term Loan Facility (as defined), $150.0 million was assumed to be
utilized to consummate the Transactions and an additional $50.0 million of
Term Loans was assumed to be utilized to acquire the CH Medical Business
(see footnote F). LIBOR is based on the Company's average LIBOR rate for
fiscal 1997 of 5.84%. The Notes bear interest at 11.0%. A 0.125% change in
the interest rate on the above loans would increase or decrease annual
interest expense and income (loss) from continuing operations by:
<TABLE>
<CAPTION>
ANNUAL INTEREST LOSS FROM CONTINUING
EXPENSE OPERATIONS
----------------- -----------------------
<S> <C> <C>
New Credit Facility........................................ $ 188 $ 113
</TABLE>
30
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(UNAUDITED)
(IN THOUSANDS)
A 0.125% change in the interest rate on the above loans would increase or
decrease interest expense and income (loss) from continuing operations for
a nine month period by:
<TABLE>
<CAPTION>
INTEREST LOSS FROM CONTINUING
EXPENSE OPERATIONS
----------- -----------------------
<S> <C> <C>
New Credit Facility............................................... $ 141 $ 85
</TABLE>
Deferred financing fees on the New Credit Facility are allocated between
the tranches based on each tranche's relative value to the total facility.
Amortization periods for deferred financing fees related to the Revolving
Credit Facility and the Acquisition Loans are six years and eight years for
the Term Loans. Debt issue costs on the Notes are amortized over ten years.
(E) The following unaudited pro forma statement of operations has been based on
the CH Medical Financial Statements for the year ended August 31, 1997 and
the nine months ended May 31, 1997 and eight months ended April 30, 1998.
The pro forma statement of operations is based on management's best estimate
of the effects of the CHI Acquisition as if such acquisition and the initial
financing thereof had occurred on October 1, 1996. The pro forma statement
of operations may not be indicative of the results of operations that
actually would have been achieved had the CHI Acquisition been consummated
on October 1, 1996.
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 1997
---------------------------------------
<S> <C> <C> <C>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ------------- -----------
Revenues:
Rental............................................... $ 22,154 $ -- $ 22,154
Sales of parts, disposables and equipment............ 4,556 -- 4,556
----------- ------------- -----------
26,710 -- 26,710
Costs and Expenses:
Cost of sales........................................ 1,355 1,355
Operating............................................ 10,244 (1,976)(i) 8,268
Selling.............................................. 4,005 (772)(i) 3,233
General and administrative........................... 7,692 (1,484)(i) 6,208
Depreciation and amortization........................ 1,740 2,462 (ii 4,202
----------- ------------- -----------
Operating Income....................................... 1,674 1,770 3,444
Other (Charges) Credits:
Interest expense..................................... (245) (4,052)( ii) (4,297)
Other - net.......................................... 193 193
----------- ------------- -----------
Income (Loss) from Continuing Operations before
Income Taxes......................................... 1,622 (2,282) (660)
Income Taxes........................................... 616 (880)(iv) (264)
----------- ------------- -----------
Income (Loss) from Continuing Operations............... $ 1,006 $ (1,402) $ (396)
----------- ------------- -----------
----------- ------------- -----------
</TABLE>
31
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MAY 31, 1997
---------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ------------- -----------
<S> <C> <C> <C>
Revenues:
Rental............................................... $ 15,947 $ -- $ 15,947
Sales of parts, disposables and equipment............ 2,538 -- 2,538
----------- ------------- -----------
18,485 -- 18,485
Costs and Expenses:
Cost of sales........................................ 806 -- 806
Operating............................................ 7,882 (1,175)(i) 6,707
Selling.............................................. 2,561 (381)(i) 2,180
General and administrative........................... 4,840 (722)(i) 4,118
Depreciation and amortization........................ 1,313 1,839 (ii 3,152
----------- ------------- -----------
Operating Income....................................... 1,083 439 1,522
Other (Charges) Credits:
Interest expense..................................... (113) (3,110)( ii) (3,223)
Interest income...................................... 6 -- 6
Other................................................ 573 -- 573
----------- ------------- -----------
Income (Loss) from Continuing Operations before Income
Taxes................................................ 1,549 (2,671) (1,122)
Income Taxes........................................... 647 (1,096)(iv) (449)
----------- ------------- -----------
Income (Loss) from Continuing Operations............... $ 902 $ (1,575) $ (673)
----------- ------------- -----------
----------- ------------- -----------
</TABLE>
<TABLE>
<CAPTION>
EIGHT MONTHS ENDED APRIL 30, 1998
---------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ------------- -----------
<S> <C> <C> <C>
Revenues:
Rental............................................... $ 15,056 $ -- $ 15,056
Sales of parts, disposables and equipment............ 2,181 -- 2,181
----------- ------------- -----------
17,237 -- 17,237
Costs and Expenses:
Cost of sales........................................ 392 -- 392
Operating............................................ 7,449 (1,260)(i) 6,189
Selling.............................................. 2,367 (400)(i) 1,967
General and administrative........................... 4,688 (793)(i) 3,895
Depreciation and amortization........................ 1,184 1,617 (ii 2,801
----------- ------------- -----------
Operating Income....................................... 1,157 836 1,993
Other (Charges) Credits:
Interest expense..................................... (205) (2,652)( ii) (2,857)
Interest income...................................... 13 -- 13
Other................................................ 252 -- 252
----------- ------------- -----------
Income (Loss) from Continuing Operations before
Income Taxes......................................... 1,217 (1,816) (599)
Income Taxes........................................... 463 (703)(iv) (240)
----------- ------------- -----------
Income (Loss) from Continuing Operations............... $ 754 $ (1,113) $ (359)
----------- ------------- -----------
----------- ------------- -----------
</TABLE>
32
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(UNAUDITED)
(IN THOUSANDS)
-------------------------------------
(i) Reflects management's estimate of cost savings related to
the closing of duplicate facilities and the elimination of
personnel partially offset by increases in Company
personnel. There can be no assurance, however, that the
Company will realize such cost savings.
(ii) Reflects the increase in depreciation and amortization from
the allocation of the purchase price to property, plant and
equipment and intangible assets, including goodwill.
Property, plant and equipment, which is assumed to
approximate historic net book value, will be depreciated
over three years. The intangible assets represent a
covenant not to compete which will be amortized over five
years, five patents which will be amortized over the
remaining life of each respective patent (which averages
approximately 11 years), and goodwill which will be
amortized over 20 years. Depreciation and amortization is
calculated as follows:
<TABLE>
<CAPTION>
NINE MONTHS EIGHT MONTHS
YEAR ENDED ENDED ENDED
AUGUST 31, 1997 MAY 31, 1997 APRIL 30, 1998
--------------- ----------------- -----------------
<S> <C> <C> <C>
Property, plant and
equipment......... $ 2,178 $ 1,634 $ 1,452
Covenant not to
compete........... 100 75 67
Patents............. 500 375 333
Goodwill............ 1,424 1,068 949
------- ------- -------
4,202 3,152 2,801
Historical.......... (1,740) (1,313) (1,184)
------- ------- -------
$ 2,462 $ 1,839 $ 1,617
------- ------- -------
------- ------- -------
</TABLE>
(iii) Reflects the increase in interest expense as a result of
$50.0 million of borrowings to consummate the CHI
Acquisition, including related costs and expenses. Funds to
consummate the acquisition were assumed to have been
borrowed under the Term Loan Facility at an interest rate
of 8.59% (LIBOR plus 2.75%).
(iv) Reflects the effects on income tax expense of the
historical operations of the CH Medical Business and the
adjustments described in the footnotes herein at an
incremental effective tax rate of 40%.
33
<PAGE>
SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
The following table sets forth selected consolidated historical financial
information of the Company for the five fiscal years ended September 30, 1997
and for the nine months ended June 30, 1997 and 1998. The statement of
operations data for the three years ended September 30, 1997 and the balance
sheet data as of September 30, 1996 and 1997 was derived from the audited
consolidated financial statements of the Company included elsewhere in this
Prospectus. The statement of operations data for the two years ended September
30, 1993 and 1994 and the balance sheet data as of September 30, 1993, 1994 and
1995 was derived from audited consolidated financial statements of the Company.
The statement of operations data for the nine months ended June 30, 1997 and
1998 and the balance sheet data as of June 30, 1998 was derived from the
unaudited consolidated financial statements of the Company included elsewhere in
this Prospectus which, in the opinion of management, include all adjustments
necessary for a fair presentation of the financial condition and results of
operations of the Company for such periods. The results of operations for
interim periods are not necessarily indicative of a full year's operations. The
other data presented below was prepared from Company prepared schedules. This
table should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the financial statements
and notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED SEPTEMBER 30, JUNE 30,
----------------------------------------------------- --------------------
1993 1994(A) 1995 1996 1997(B) 1997 1998
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Revenues................................ $89,994 $81,498 $132,241 $136,066 $155,960 $117,674 $131,920
Non-recurring items (c)................. -- -- -- (2,200) -- -- (34,567)
Operating income (loss)................. 8,614 1,354 24,202 25,446 29,504 24,508 (19,889)
Interest expense........................ (21,043) (21,335) (29,241) (27,307) (19,107) (15,205) (14,333)
Other (charges) and credits(d).......... 1,918 7,381 1,381 (4,695) (7,504) 768 714
Income (loss) from continuing operations
before income taxes................... (10,511) (12,600) (3,658) (6,556) 2,893 10,071 (33,508)
Income (loss) from continuing
operations............................ (5,145) (8,254) (3,346) (6,178) (2,241) 1,427 (21,764)
OTHER DATA:
Rental revenues......................... $ 72,829 $ 69,079 $ 117,043 $ 114,275 $ 124,316 $ 94,341 $ 103,700
Sales revenues.......................... 882 1,729 7,036 11,696 19,922 14,785 20,671
Other revenues(e)....................... 16,283 10,690 8,162 10,095 11,722 8,548 7,549
EBITDA(f)............................... 27,565 22,480 54,363 55,603 59,863 46,604 46,328
Depreciation and amortization........... 18,951 21,126 30,161 30,157 30,359 22,096 31,650
Capital expenditures.................... 24,493 13,257 13,356 18,913 15,458 11,589 17,909
Ratio of earnings to fixed charges(g)... .54 .45 .88 .77 1.14 1.61 (1.28)
Branches and distributors (at end of
period)............................... 74 73 84 84 84 84 101
Equipment units (at end of period)...... 71,231 83,101 123,309 120,388 131,897 129,516 150,050
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, AS OF
----------------------------------------------------- JUNE 30,
1993 1994(A) 1995 1996 1997(B) 1998
--------- --------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
Working capital (deficiency)................ $ (4,501) $(24,569) $(20,249) $ (511) $ 29,732 $ 46,847
Property, plant and equipment, net.......... 117,748 149,051 132,823 122,706 113,589 112,706
Total assets................................ 308,827 377,795 334,169 308,423 257,522 318,734
Total debt (including current portion of
long-term debt)........................... 220,464 289,261 256,156 242,210 145,834 477,085
Redeemable preferred stock.................. -- -- -- -- -- 109,482
Stockholders' equity (deficiency)........... 44,574 36,280 31,517 17,445 48,603 (315,401 )
</TABLE>
- ------------------------
(a) On September 30, 1994, MEDIQ/PRN acquired the critical care, life support
and other movable medical rental equipment inventory of Kinetic Concepts,
Inc. The purchase price, which was primarily financed with long-term debt,
approximated $88.0 million, including transaction costs and the assumption
of certain capital lease obligations.
(b) On September 1, 1997, the Company consummated the SpectraCair Acquisition
for $1.9 million and the assumption of its former joint venture partner's
portion of the outstanding debt of $4.4 million. Accordingly, the results of
operations of SpectraCair for the one month ended September 30, 1997 are
included in the Company's operating results.
(c) Fiscal 1996 includes restructuring charges of $2.2 million. The nine months
ended June 30, 1998 includes non-recurring merger costs aggregating $34.6
million, including compensation expense of $19.0 million recorded upon the
exercise of options by employees, payment of special transaction bonuses to
certain current and former members of management of approximately $6.0
million and the payment of a transaction fee of $6.0 million to BRS and the
Co-Investors.
(d) Fiscal 1993 includes interest income of $1.1 million partially offset by a
$0.3 million net loss on the sale of assets. Fiscal 1994 includes a net gain
on the sale of assets of $5.8 million and interest income of $1.4 million.
Fiscal 1995 includes $1.5 million of interest income partially offset by a
$0.4 million net loss on the sale of assets. Fiscal 1996 includes a $6.0
million reserve on the note receivable from MHM, interest income of $1.5
million and a net gain on the sale of assets of $0.6 million. Fiscal 1997
includes an equity participation charge related to the repurchase of
MEDIQ/PRN warrants of $11.0 million, a gain on the sale of stock of $9.2
million, a reserve on amounts due from MHM of $5.5 million, the write-off of
deferred acquisition costs of $4.0 million, a gain on a note receivable of
$1.8 million and interest income of $2.1 million. The nine months ended June
30, 1997 includes an equity participation charge related to the repurchase
of MEDIQ/PRN warrants of $11.0 million, a gain on the sale of stock of $9.2
million, a gain on a note receivable of $1.8 million and interest income of
$1.6 million. The nine months ended June 30, 1998 includes interest income
of approximately $0.7 million.
(e) For fiscal year 1993, other revenues include revenues from subsidiaries sold
in fiscal 1994 of $5.1 million.
(f) EBITDA is defined as income from continuing operations before interest,
taxes, depreciation, amortization and non-recurring merger costs. EBITDA is
presented because it is a widely accepted financial indicator of a company's
ability to service indebtedness. However, EBITDA should not be considered as
an alternative to income from operations or to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) and should not be construed as an indication of a company's
operating performance or as a measure of liquidity.
(g) In fiscal 1993 through 1996, earnings were inadequate to cover fixed charges
by $10.5 million, $12.6 million, $3.7 million and $6.6 million,
respectively. In the nine months ended June 30, 1998, earnings were
inadequate to cover fixed charges by $35.5 million as a result of
non-recurring merger costs.
35
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and related notes, and the other financial information, included
elsewhere in this Prospectus.
GENERAL
During fiscal 1997, the Company completed its previously announced strategy
of focusing on MEDIQ/PRN and divesting substantially all other operating assets.
This strategy resulted in the following divestitures:
(i) In October 1996, PCI Services, Inc. ("PCI") was acquired by Cardinal
Health, Inc. ("Cardinal"). In that transaction, the Company received
1,449,000 shares (adjusted for a stock split) of Cardinal stock in exchange
for its 46% ownership interest in PCI. In January 1997, the Company sold
these shares for $88.4 million.
(ii) In November 1996, the Company sold substantially all the assets of
MEDIQ Mobile X-Ray Services, Inc. ("Mobile X-Ray") for (a) $5.3 million in
cash, (b) shares of Integrated Health Services, Inc. ("IHS") common stock
with an initial value of $5.2 million, which were subsequently sold at an
amount which approximated carrying value and (c) the possibility of the
Company receiving additional cash consideration based upon the occurrence of
certain future events. In fiscal 1997, the Company received approximately
$1.1 million in additional cash consideration relating to the Mobile X-Ray
transaction.
(iii) In December 1996, the Company sold all of its shares of NutraMax
for $36.3 million, or $9.00 per share.
(iv) In May 1997, the Company sold the stock of Health Examinetics, Inc.
("Health Examinetics") for $1.7 million.
As part of the Company's strategy to focus on its core business, the Company
sought to acquire two companies in the medical rental equipment business. In
February 1997, the Company entered into an agreement to acquire Universal
Hospital Services, Inc. ("UHS"), a provider of medical rental equipment. UHS and
the Company mutually terminated the agreement in September 1997 due to Federal
Trade Commission ("FTC") antitrust concerns. See "--Results of Operations--Other
Charges/Credits." In September 1997, the Company consummated the SpectraCair
Acquisition for approximately $1.9 million and the assumption of Huntleigh's
portion of SpectraCair's then outstanding debt of $4.4 million.
Since September 30, 1994, the Company's revenues and operating income have
been driven principally by acquisitions in its core rental business and internal
growth in sales of Parts and Disposables and Outsourcing Services, and to a
lesser extent, its core rental business. During this period, the Company
increased revenues from $81.5 million in fiscal 1994 to $156.0 million in fiscal
1997. In addition, as a result of acquisitions and management initiatives, the
Company increased operating income and operating margins from $1.4 million and
$29.5 million and from 2% and 19%, respectively, during the same period. See
"Business--General."
During the last two fiscal years, operating margins have decreased slightly
as a result of the growth experienced by the Company in sales of Parts and
Disposables revenue share activities and Outsourcing Services. These activities
have lower operating margins and have experienced higher growth rates than the
Company's core rental business.
The Company's rental business is seasonal, with demand historically peaking
during periods of increased hospital census, which generally occur in the winter
months during the Company's second fiscal quarter. Demand is generally at its
lowest point during the Company's first quarter. During the past three fiscal
years, first quarter sales have represented an average of approximately 23% of
annual revenues and second quarter sales have represented an average of
approximately 28% of annual revenues.
36
<PAGE>
RESULTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1998 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
REVENUES FROM CONTINUING OPERATIONS. Revenues were $131.9 million for the
nine months ended June 30, 1998, as compared to $117.7 million in the prior year
period, an increase of $14.2 million, or 12%. This revenue growth was
attributable to a 10% increase in rental revenue and a 40% increase in sales
partially offset by a 12% decrease in other revenue. The growth in rental
revenue was achieved primarily through revenues from the rental of therapeutic
support systems as a result of the SpectraCair Acquisition in September 1997 and
the CHI Acquisition in May 1998. Rental revenue also increased as a result of
revenue share arrangements, the most significant of which commenced in January
1997. These increases were partially offset by a 4% decrease in the core rental
business primarily as a result of a shift from rental to purchase by one of the
Company's significant home healthcare customers beginning in May 1997. Exclusive
of revenues from such customer, revenues from the core rental business were
comparable to the prior year. The increase in sales was attributable to sales of
disposable products as a result of increased volume to existing customers,
revenue share arrangements, and sales of medical gases which the Company
initiated in the fourth quarter of fiscal 1997. The decrease in other revenue
was primarily attributable to the discontinuance of logistics services provided
to SpectraCair as a result of its acquisition in September 1997, partially
offset by increased revenues from asset management projects.
EBITDA. EBITDA was $46.3 million for the nine months ended June 30, 1998
and was comparable with the prior year period. EBITDA margins decreased to 35.1%
in the current period from 39.6% in the comparable prior year period. The margin
decrease was primarily attributable to the growth of sales of parts and
disposables and the Company's revenue share activities which have lower margins
than the Company's core rental business and the increase in selling and
operating expenses.
EBITDA is defined as income from continuing operations before interest,
taxes, depreciation, amortization and non-recurring merger costs. The Company's
definition of EBITDA may not be comparable to similarly titled measures reported
by other companies. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to service indebtedness in the
medical equipment rental industry. However, EBITDA should not be considered as
an alternative to income from operations or to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) and should not be construed as an indication of a company's
operating performance or as a measure of liquidity.
OPERATING INCOME (LOSS). The operating loss was $19.9 million for the nine
months ended June 30, 1998, as compared to operating income of $24.5 million in
the prior year period. The decrease in operating income was primarily
attributable to the non-recurring merger costs aggregating $34.6 million (which
included compensation expense of $19.0 million recorded upon the exercise of
options by employees, payment of special transaction bonuses to certain current
and former members of management of approximately $6.0 million and the payment
of a transaction fee of $6.0 million to BRS and the Co-Investors) and a $6.0
million depreciation reserve to write-down certain rental equipment product
lines to net realizable value. Exclusive of the non-recurring merger costs and
the depreciation reserve, operating income decreased $4.8 million to $20.7
million as a result of increased depreciation associated with capital
expenditures in the current and prior year. The aforementioned decrease in core
rental revenue and increased selling and operating expenses as the Company
continued to invest in sales and operational personnel to facilitate the growth
of the SpectraCair division, disposable sales and outsourcing activities also
contributed to the decrease in operating income.
INTEREST EXPENSE. Interest expense decreased 6% to $14.3 million for the
nine months ended June 30, 1998 primarily as a result of the substantial
reduction of debt with the proceeds from the sales of discontinued operations in
the second quarter of fiscal 1997 and reduced interest rates as a result of
improved leverage in accordance with the terms of the Company's former credit
agreement, partially
37
<PAGE>
offset by the substantial increase in debt incurred in connection with the
Merger and the CHI Acquisition.
TAX RATE. The Company's effective tax rates were disproportionate compared
to the statutory rate as a result of the nondeductibility of certain goodwill
amortization.
FISCAL 1997 COMPARED WITH FISCAL 1996
REVENUES FROM CONTINUING OPERATIONS. Revenues from continuing operations
were $156.0 million as compared to $136.1 million in the prior year, an increase
of $19.9 million, or 15%. The revenue growth was attributable to a 9% increase
in rental revenue, a 70% increase in sales, and a 16% increase in other revenue.
The growth in rental revenue was primarily attributable to new revenue share
arrangements, a sustained flu season, increased volume and the acquisition of
SpectraCair. The increase in sales was derived primarily from a significant
distribution contract which was in place during all of 1997 as compared to five
months in the comparable prior year as well as increases in sales of Parts and
Disposables as a result of additional volume attributable to an expanded
customer base, a wider variety of product offerings, a new revenue share
arrangement and the expansion of a distribution agreement to include additional
product lines. The increase in other revenue was achieved principally through
Outsourcing Services as a result of an expanded customer base. The Company
expects to continue to emphasize the sale of Parts and Disposables related to
the types of Medical Equipment it rents, as well as the nonrental services it
has introduced, and would anticipate that, if this strategy is successful, these
activities would significantly contribute to the Company's revenue growth.
The Company markets its products and services to a variety of health care
and related businesses, primarily hospitals, alternate care and home care
providers and nursing homes. In recent years, these industries have undergone
dramatic consolidation and change. Although the Company is seeking to emphasize
its ability to provide services to these health care institutions in response to
a perception that such institutions are "outsourcing" increasing amounts of
their operations, there can be no assurance that this strategy will be
successful.
OPERATING INCOME. Operating income increased $1.9 million or 7% to $29.5
million, as compared to $27.6 million, exclusive of a $2.2 million restructuring
charge, in the prior year. The restructuring charge was incurred in connection
with the downsizing of corporate functions and consolidation of certain
activities with the operations of MEDIQ/PRN. The improvement in operating income
was attributable to the growth in revenue share and sales activities and
reductions in corporate overhead of $0.9 million related to the downsizing of
corporate functions. This improvement was partially offset by an additional
investment in people and information systems to facilitate the accelerated
growth of sales of Parts and Disposables and revenues from Outsourcing Services,
higher variable costs associated with the sustained flu season and increased
volume. Operating margins remained consistent with the prior year as a result of
the Company's growth in revenue share activities and sales of Parts and
Disposables which provide a lower gross margin than the traditional rental of
equipment but do not require any capital investment.
INTEREST EXPENSE. Interest expense decreased 30% to $19.1 million from
$27.3 million in 1996 primarily as a result of substantial reductions of debt
with the proceeds from the sales of discontinued operations and lower interest
rates associated with the refinancing of the 11 1/8% Senior Secured Notes due
1999 that occurred on October 1, 1996.
OTHER CHARGES AND CREDITS. In October 1996, the Company incurred a
non-recurring charge of $11.0 million for the repurchase of warrants to purchase
10% of the capital stock of MEDIQ/PRN issued in connection with financing the
acquisition of Kinetic Concepts, Inc. in 1994.
In February 1997, the Company entered into an agreement with UHS to acquire
the outstanding shares of UHS for $17.50 per share. Including the assumption of
debt, the total purchase price would have been $138.0 million. The transaction
was structured as a cash merger and was anticipated to be funded with proceeds
from the Existing Credit Facility. In January 1997, the Existing Credit Facility
was
38
<PAGE>
amended to increase certain of its components by $50 million, subject to
approval of the proposed acquisition of UHS pursuant to the Hart-Scott Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act") and by UHS'
shareholders. In April 1997, the shareholders of UHS approved the acquisition
subject to Federal regulatory approval pursuant to the HSR Act. In July 1997,
the Company and UHS were informed by the FTC that it had authorized its staff to
take legal action to block the proposed transaction, and subsequently the FTC
filed a motion for a preliminary injunction to block the transaction. In
September 1997, facing the likelihood of a protracted administrative proceeding
before the FTC, the uncertainty of the outcome and the costs associated with
continuing to defend against the efforts of the FTC to prevent the merger, the
Company and UHS mutually terminated the proposed acquisition. Consequently, the
amendment to the Existing Credit Facility was also terminated. The Company
wrote-off $4.0 million ($2.4 million net of taxes, or $.09 per share) of
deferred acquisition and financing costs related to the acquisition.
In September 1997, the Company recorded additional reserves of $5.5 million
on amounts due from MHM, formerly a wholly owned subsidiary of the Company that
was spun-off to shareholders in August 1993, as a result of its assessment of
the net realizable value of these amounts in light of continued deterioration in
MHM's financial condition. See "Business--Legal Proceedings."
TAX RATE. The Company's effective tax rate was disproportionate compared to
the statutory rate as a result of the non-deductibility of the expense
associated with the repurchase of the MEDIQ/PRN warrants, goodwill amortization
and non-recognition of certain operating losses and non-operating gains for
state income tax purposes.
DISCONTINUED OPERATIONS. In November 1997, the Company sold to InnoServ
Technologies ("InnoServ") all of the 2,026,438 shares of InnoServ common stock
owned by it, together with a warrant to acquire additional shares of InnoServ
common stock. Under the terms of the agreement, no cash payment was made by
InnoServ. However, the parties agreed to terminate a non-compete covenant
relating to maintenance and repair services. In addition, in the event of a
change of control of InnoServ before September 30, 1998, the Company will be
entitled to certain payments from the acquiring party as if it had continued to
own the shares. At this time, the Company cannot determine whether a change of
control of InnoServ will occur and if a transaction does occur, the amount of
consideration it would receive. Accordingly, the Company has recorded a reserve
of $5.0 million before taxes ($1.3 million after taxes) as a component of Income
from Discontinued Operations in the Company's Consolidated Statements of
Operations.
On May 7, 1997, the Company sold the stock of Health Examinetics to the
management of Health Examinetics for approximately $1.7 million, consisting of
$0.1 million in cash and an interest-bearing promissory note in the amount of
$1.6 million. The promissory note bears interest at 7% per annum and matures in
April 2003. Interest only is due on the promissory note for the first eighteen
months. Quarterly principal and interest payments commence on January 1, 1999.
The sale resulted in an after-tax charge of $1.0 million, or $0.04 per share in
addition to the estimated net loss on the disposal recorded in fiscal 1996. The
charge is reflected as a component of Income from Discontinued Operations in the
Company's Consolidated Statements of Operations.
On December 31, 1996, the Company sold to NutraMax all of the 4,037,258
shares of common stock, par value $.01 per share, of NutraMax ("NutraMax Common
Stock") owned by the Company at a price of $9.00 per share. The Company received
from NutraMax $19.9 million in cash and an interest-bearing promissory note (the
"NutraMax Note") in the amount of $16.4 million. The NutraMax Note matures in
July 2003 and bears interest at 7.5% per annum for the first eighteen months
with decreasing interest rates over the remaining term. The NutraMax Note is
payable when shares of NutraMax Common Stock owned by the Company, which are
currently held in escrow in support of the Exchangeable Debentures, are
delivered to NutraMax upon release from escrow. The shares of NutraMax Common
Stock are to be released from escrow upon the purchase or redemption of
Exchangeable Debentures by the Company. In the event the Exchangeable Debentures
are exchanged into shares of NutraMax Common Stock, the NutraMax Note will be
reduced on a pro rata basis. The
39
<PAGE>
NutraMax Note does not bear a market rate of interest for its full term.
Accordingly, the Company discounted the NutraMax Note to $13.6 million. The
Company recognized an after-tax gain of $4.8 million, or $0.18 per share, on the
sale of the NutraMax Common Stock which is included in Discontinued Operations
in the Company's Consolidated Statements of Operations. From January through
September 1997, the Company repurchased $17.8 million of the Exchangeable
Debentures in the open market which resulted in the release of 1,161,961 shares
of NutraMax Common Stock from escrow. The shares were delivered to NutraMax
resulting in cash payments on the NutraMax Note of $10.5 million and the
realization of a $1.8 million pre-tax gain as a result of the recognition of a
portion of the discount on the NutraMax Note. This gain is reflected in
Other-net in the Company's Consolidated Statements of Operations. At September
30, 1997, the balance of the NutraMax Note was $4.8 million, net of a discount
of $1.1 million. The Company used the cash proceeds received from these
transactions to reduce debt.
On November 6, 1996, the Company sold substantially all the assets of Mobile
X-Ray to Symphony Diagnostics, Inc., a subsidiary of IHS, for $5.3 million in
cash and shares of IHS common stock with a value of $5.2 million. In 1997, the
Company received additional proceeds of $1.1 million, with the possibility of
the Company receiving additional cash consideration based upon the occurrence of
certain future events. The loss on the disposal of these assets was recorded in
fiscal 1996. In July 1997, the Company sold the IHS shares at an amount which
approximated carrying value. The proceeds from these transactions were used to
reduce debt.
On October 11, 1996, PCI was acquired by Cardinal. In that transaction, the
Company received 1,449,000 shares (adjusted for a stock split) of Cardinal stock
in exchange for its 46% ownership interest in PCI. The Company recognized an
after-tax gain of $32.6 million on this transaction as a component of Income
from Discontinued Operations in the Company's Consolidated Statements of
Operations. The Company sold its Cardinal shares in January 1997 for $88.4
million and used the proceeds to reduce debt.
Revenues and operating income from discontinued operations (excluding equity
investees) in 1997 were $6.6 million and $0.2 million, respectively, as compared
to revenues and operating income of $36.8 million and $4.3 million,
respectively, in the prior year.
EXTRAORDINARY ITEMS. As a result of the refinancing that occurred on
October 1, 1996 and the repurchases of the Company's 7.25% Convertible
Subordinated Debentures ("7.25% debentures") and Exchangeable Debentures, the
Company recognized an extraordinary charge of $13.4 million ($8.0 million, net
of taxes) resulting primarily from premiums incurred related to the tender offer
to purchase the $100 million 11 1/8% Senior Secured Notes due 1999 and the
write-off of related deferred charges.
FISCAL 1996 COMPARED WITH FISCAL 1995
REVENUES FROM CONTINUING OPERATIONS. Revenues from continuing operations
were $136.1 million, as compared to $132.2 million in the prior year, an
increase of $3.9 million, or 3%. The revenue growth was attributable to a 66%
increase in sales and a 24% increase in other revenue, partially offset by a 2%
decrease in rental revenue. The growth in sales and other revenue was partially
offset by lower Medical Equipment rentals as a result of the absence in fiscal
1996 of a sustained flu season, the non-renewal of a number of long-term rental
contracts as a result of customer purchases and a trend in the marketplace of
better utilization of equipment by customers partially offset by an increase in
the number of rental customers.
OPERATING INCOME. Operating income from continuing operations was $25.4
million, as compared to $24.2 million in 1995, an increase of $1.2 million, or
5%. The improvement in operating income was attributable to reductions in
corporate overhead of $4.1 million, as compared to fiscal 1995, as a result of
non-recurring expenses in fiscal 1995 associated with the activities of the
Special Committee of the Board of Directors of Holdings and the reduction in
corporate personnel in connection with the corporate restructuring plan adopted
in the first quarter of fiscal 1996. This reduction was partially
40
<PAGE>
offset by a restructuring charge of $2.2 million for employee severance costs
incurred in connection with a plan approved by the Board of Directors to
downsize corporate functions and consolidate certain activities with the
operations of MEDIQ/PRN.
INTEREST EXPENSE. Interest expense decreased 7%, to $27.3 million, from
$29.2 million in 1995. The decrease was primarily attributable to a net
reduction in indebtedness and was partially offset by an increase in the
interest rate of MEDIQ/PRN's $100 million Senior Secured Notes from 11 1/8% to
12 1/8% effective October 1, 1995.
INTEREST INCOME. Interest income of $1.5 million was consistent with the
prior year and was primarily derived from the Company's note receivable from
MHM.
OTHER CHARGES AND CREDITS. Other charges and credits for 1996 included the
establishment of a reserve on the note receivable from MHM of $6.0 million as a
result of the Company's analysis of the financial condition of MHM and a charge
of $0.6 million related to the excess of the purchase price over the carrying
value of a warrant issued by MEDIQ/PRN in 1992 to a lender in connection with
the financing of an acquisition in 1992. The purchase price of the warrant was
$1.6 million. These charges were partially offset by gains on the sales of
operating assets of $0.6 million. Fiscal 1995 included a loss of $1.1 million
from the sale of the Company's equity interest in New West Eyeworks, Inc. in
April 1995 for $3.0 million, and income of $0.6 million representing a portion
of the contingent proceeds earned in 1995 from the prior year sale of the
Company's interest in a kidney stone treatment center.
PRE-TAX LOSS. The pre-tax loss from continuing operations before
extraordinary items was $6.6 million for 1996, as compared to a pre-tax loss of
$3.7 million in the prior year. The increase in pre-tax loss was attributable to
the reserve on the note receivable from MHM, the restructuring charge and the
charge related to the repurchase of the MEDIQ/PRN warrant partially offset by
net reductions in interest expense and corporate overhead. The pre-tax loss in
1995 included non-recurring expenses of $1.7 million related to the strategic
activities of the Board of Directors and a loss of $1.1 million on the sale of
the Company's equity interest in New West Eyeworks.
INCOME TAX BENEFIT. The income tax benefit related to continuing operations
was $0.4 million, as compared to a benefit of $0.3 million in the prior year.
The Company's effective tax rates were disproportionate compared to the
statutory rates as a result of goodwill amortization and the non-recognition for
state income tax purposes of certain operating losses.
DISCONTINUED OPERATIONS. Revenues from discontinued operations (excluding
equity investees) were $36.8 million in 1996, as compared to $78.4 million in
1995. The net loss from discontinued operations was $10.7 million in 1996, as
compared to $1.6 million in 1995, and consisted principally of revisions to the
estimates of sales proceeds for the disposal of the Company's investments in
discontinued operations, including reserves relating to certain investigations
as discussed in Note J to the Consolidated Financial Statements of the Company
for fiscal 1997.
In September 1996, the Company sold its ownership interest in HealthQuest
for $75,000, which approximated its carrying value.
In August 1995, the Company sold the assets of MEDIQ Imaging to NMC
Diagnostic Services, Inc., a division of W. R. Grace and Co., for approximately
$17.0 million in cash and the assumption of $9.7 million of debt.
In June 1995, the Company sold Medifac, Inc. ("Medifac") and certain related
assets to the management of Medifac for approximately $11.0 million in cash and
notes, and the assumption of $26.9 million of non-recourse debt.
EXTRAORDINARY GAIN. In connection with repayments of debt, the Company
realized an extraordinary gain of $1.7 million, or $1.1 million net of taxes, in
1996.
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities was $1.9 million in the nine months ended
June 30, 1998, as compared to $2.7 million in the prior year period. The
increase was primarily attributable to improved cash flows from operations and
decreased working capital requirements. Net cash used in investing activities
was $26.0 million, and principally consisted of capital expenditures for
equipment and acquisitions. Net cash provided by financing activities was $33.5
million and primarily consisted of proceeds from the issuance of $190.0 million
of Notes, borrowings under the New Credit Facility of $151.5 million, the
issuance of the Preferred Stock of $138.2 million and the issuance of Units for
gross proceeds of $75.0 million, partially offset by the repurchase of the
Company's common and preferred stock of $377.4 million, the repayment of the
Company's former credit facility of $133.9 million and deferred financing fees
of $20.1 million.
MEDIQ/PRN issued the Notes and entered into the New Credit Facility and
Holdings issued the Units to consummate the Merger and the CHI Acquisition,
effect the Refinancing, pay related fees and expenses and provide for working
capital requirements. As a result of the consummation of the Transactions and
the CHI Acquisition, the Company has substantial consolidated indebtedness. At
June 30, 1998, the Company had $477.1 million of consolidated indebtedness and a
shareholders' deficit of $315.4 million. In addition, the Company expects to
incur additional indebtedness in connection with its post-Merger strategy of
pursuing strategic acquisitions and expanding through internal growth.
Following the consummation of the Transactions and the CHI Acquisition,
subject to certain conditions, the terms of the Revolving Credit Facility and
the Acquisition Facility provide the Company with the ability to borrow up to
$50.0 million for working capital and $75.0 million for future acquisitions,
respectively. However, at June 30, 1998, pursuant to the terms of the New Credit
Facility and/or the indentures under which the Debentures and the Notes have
been issued (the "Indentures"), the availability under the Revolving Credit
Facility and the Acquisition Facility was limited to $25.9 million and $50.0
million, respectively.
The Company's principal capital requirements are to fund working capital
needs, meet required debt payments, fund capital expenditures and complete
planned maintenance and expansion. Management anticipates that MEDIQ/PRN's
operating cash flow, together with available borrowings under the New Credit
Facility, will be sufficient to meet its working capital, capital expenditure
and debt service requirements on its debt obligations for the foreseeable
future.
The New Credit Facility and the Indentures include significant operating and
financial restrictions, such as limits on the Company's ability to incur
indebtedness, create liens, sell assets, engage in mergers or consolidations,
make investments and capital expenditures and pay dividends. Upon consummation
of the Transactions, the Company had substantial consolidated indebtedness. In
addition, the Company expects to incur additional indebtedness in connection
with its post-Merger strategy of pursuing strategic acquisitions and expanding
through internal growth. Any such high leverage may have important consequences
for the Company, including the following: (a) the Company's ability to obtain
additional financing for such acquisitions, working capital, capital
expenditures or other purposes may be impaired or any such financing may not be
on terms favorable to the Company; (b) interest expense may reduce the funds
that would otherwise be available to the Company for its operations and future
business opportunities; (c) a substantial decrease in net operating cash flows
or an increase in expenses of the Company could make it difficult for the
Company to meet its debt service requirements or pay dividends or force it to
modify its operations; (d) substantial leverage may place the Company at a
competitive disadvantage and may make it more vulnerable to a downturn in its
business or the economy generally; (e) certain of such indebtedness of the
Company will be at variable rates of interest, which would cause the Company to
be vulnerable to increases in interest rates; (f) certain of such indebtedness
will be secured by substantially all the assets of MEDIQ/PRN and its
subsidiaries, reducing its ability to obtain additional financing; and (g) the
Company may be hindered in its ability to adjust rapidly to changing market
conditions.
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RECENT DEVELOPMENTS
ACCOUNTING PRONOUNCEMENTS. The Financial Accounting Standards Board has
issued Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), which was adopted by the Company in
fiscal 1997 as required by the statement. The Company has elected to continue to
measure such compensation expense using the method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," as
permitted by SFAS 123. (See Note O to the Company's Consolidated Financial
Statements).
The Financial Accounting Standards Board has issued SFAS No. 128, "Earnings
Per Share," which will result in changes to the computation and presentation of
earnings per share. The Company adopted this standard during its quarter ended
December 31, 1997.
The Financial Accounting Standards Board has issued SFAS No. 130, "Reporting
Comprehensive Income," which will result in disclosure of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. The Company is not required to adopt this
standard until fiscal 1999. At this time, the Company has not determined the
impact the adoption of this standard will have on the Company's financial
statements.
The Financial Accounting Standards Board has issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
establishes standards for the way public business enterprises report information
about operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The Company is not required to adopt this standard until fiscal 1999.
At this time, the Company has not determined the impact the adoption of this
standard will have on the Company's financial statements.
The Financial Accounting Standards Board has issued SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits." This
statement, which provides for additional disclosure regarding pensions and other
post-retirement benefits, is effective for fiscal years beginning after December
15, 1997, although earlier application is permitted. The Company does not
believe the adoption of this standard will have a material impact on the
Company's financial statements.
In July 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." This statement, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities,
is effective for fiscal years beginning after June 15, 1999, although earlier
application is permitted. At this time, the Company has not determined the
impact the adoption of this standard will have on the Company's financial
statements.
NPC ACQUISITION. On June 26, 1988, MEDIQ/PRN acquired certain assets of
National Patient Care Systems, Inc. ("NPC") for $11.0 million in cash, including
related costs and expenses and contingent consideration of up to $2.8 million
payable over the next two years if certain revenue targets are achieved by NPC.
YEAR 2000. The Company's internal business information systems have been
analyzed for Year 2000 compliance and are Year 2000 compliant. The Company
utilizes third-party network equipment and software products, which may or may
not be Year 2000 complaint. While delays in the implementation of the Year 2000
solutions or failure of any critical technology components to operate properly
in the Year 2000 could adversely affect the Company's operations, at this time,
the Company believes that resolution of the Year 2000 issue will not require
material additional costs and will not have a material adverse effect on the
Company's results of operations.
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BUSINESS
GENERAL
The Company operates the largest critical care, life support and other
movable medical equipment rental business in the United States. Through its
national distribution network, the Company serves more than 5,000 hospitals,
alternate care and home care providers, nursing homes and other health care
providers nationwide. The Company rents over 650 different types of Medical
Equipment, including adult and infant ventilators, adult, infant, neonatal and
fetal monitors, infusion and suction pumps, incubators, infant warmers, pulse
oximeters, sequential compression devices and oxygen concentrators.
Approximately 70% of the Company's rental revenues are generated from over 70
contracts with national health care providers and group purchasing
organizations, including some of the largest hospital chains in the United
States. In addition, the Company rents Support Surfaces. On a Pro Forma Basis,
the Company generated $196.6 million of revenue and $68.5 million of Adjusted
EBITDA during the LTM Period.
In addition to its core rental business, the Company sells a variety of
Parts and Disposables to its customers primarily for use with the types of
Medical Equipment it rents. In addition, the Company provides several
outsourcing services to health care providers. The Company's Outsourcing
Services and sales of Parts and Disposables are natural complements to the
Company's core rental business, as they enable the Company to generate
incremental revenues within an existing customer relationship and leverage the
Company's extensive distribution network and broad customer base.
The Company believes that rentals of Medical Equipment and Support Surfaces
and outsourcing of non-core functions of hospitals and other health care
providers have benefited from certain industry trends. In recent years,
hospitals have faced increasing pressure to reduce operating costs and capital
expenditures, while continuing to offer state-of-the-art health care. Equipment
rental programs can be more cost effective for health care providers than the
purchase or lease of movable medical equipment because they enable health care
providers to incur the cost for equipment only when demand for such equipment
exists, thus increasing the providers' equipment utilization rates and
decreasing their overall cost structure. Additionally, by shifting the
management of activities such as asset management and repair and maintenance to
third parties, hospitals and other health care providers can reduce operating
costs, increase efficiency and/or minimize technological obsolescence of
equipment.
In fiscal 1997, rentals of Medical Equipment and Support Surfaces accounted
for approximately 80% of the Company's revenues, sales of Parts and Disposables
and equipment accounted for approximately 13% of the Company's revenues and the
provision of Outsourcing Services and other revenues accounted for approximately
7% of the Company's revenues.
RENTALS. In its rental business, the Company rents its approximately
150,000 unit Medical Equipment and Support Surfaces inventory to customers
through 101 branch locations in major metropolitan areas nationwide. Such
locations operate 24 hours a day, 365 days a year, with deliveries of patient-
ready equipment typically made to customers within two hours of a request. The
Company's customers receive a full range of rental and related services,
including equipment delivery, inspection, maintenance, repair and documentation.
In September 1997, the Company consummated the SpectraCair Acquisition in order
to broaden its equipment rental product lines to include rentals of Support
Surfaces. In addition, on May 29, 1998 the Company purchased certain assets and
rights related to the CH Medical Business which the Company anticipates will
increase its Support Surface rental business. See "--Recent and Potential
Acquisitions." On a Pro Forma Basis, the Company's rental activities generated
$156.1 million or 79.4% of total revenue during the LTM Period.
In addition to standard rentals, the Company has entered into several
revenue-share arrangements with OEMs pursuant to which the Company rents Medical
Equipment and sells disposable products produced by the OEMs to the Company's
customers. Because the OEMs own the equipment, such arrangements permit the
Company to generate additional revenues without any additional capital
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investment. In fiscal 1997, the Company began to focus its efforts on increasing
revenue sharing revenues as it believes there are significant growth
opportunities in this area. On a Pro Forma Basis, revenue sharing rental
revenues generated $11.0 million or 7.1% of the Company's total rental revenue
during the LTM Period.
PARTS AND DISPOSABLES. The Company sells a variety of Parts and Disposables
to its customers, primarily for use with the types of Medical Equipment it
rents. The sales of such Parts and Disposables are a natural complement to the
Company's Medical Equipment rental business. The Company distributes products to
its customers in order to enable them to fill smaller turnaround needs more
quickly and to smaller health care providers which do not meet the minimum order
requirements of the major medical supply distributors. The Company currently
supplies 4,000 disposable products, primarily through a contracted, centralized
distribution center located in Salt Lake City, Utah and through a Company
operated facility in Pennsauken, New Jersey. The Company also sells repair parts
to its clients for the repair of their owned equipment. On a Pro Forma Basis,
the Company's sales of Parts and Disposables and Equipment generated $30.0
million or 15.3% of total revenue during the LTM Period.
OUTSOURCING. To address the needs of hospitals and other health care
providers to better manage their assets and increase profits, the Company also
offers its customers the following Outsourcing Services, none of which require
substantial capital investment by the Company: (i) CAMP programs, which analyze
the critical care equipment activity of a customer and provides a variety of
logistics and outsourcing services designed to manage, track and service the
customer's movable medical equipment; (ii) a biomedical repair service which
provides safety inspections, preventive maintenance and repairs for most
critical care equipment through a team of more than 190 experienced biomedical
technicians; (iii) a logistics and distribution service to assist equipment
manufacturers in reducing their transportation costs through utilization of the
Company's nationwide branch office network; (iv) a medical gas supply program
designed to complement the Company's respiratory equipment rentals and provide
"one-stop" service to health care providers in a fragmented market; and (v) a
health care consulting and management service designed to assist the Company's
customers in the management of their businesses. On a Pro Forma Basis, the
Company's Outsourcing Services and other revenues generated $10.5 million or
5.3% of total revenue during the LTM Period.
COMPETITIVE STRENGTHS
The Company believes that the following competitive strengths contribute to
its position as a leader in renting Medical Equipment in the United States and
serve as a foundation for the Company's growth strategy:
- LEADING MARKET POSITION. The Company is the largest critical care, life
support and other movable medical equipment rental company in the United
States. The Company's Medical Equipment rental revenues during the LTM
Period were approximately twice as large as those reported by its nearest
rental competitor. The Company has achieved and maintained a market
leadership position by making strategic acquisitions, investing in a
national distribution network and providing high-quality customer service
and competitive pricing. The Company believes that its leading market
position provides it with significant advantages in competing with other
rental companies.
- LARGEST DISTRIBUTION NETWORK AND BROADEST PRODUCT LINE. The Company has
invested significant amounts to establish a national distribution network
and the broadest product line in its industry. The Company's national
distribution network has the most expansive geographic coverage in its
industry with 101 office locations in 40 states and the Company's product
line consist of approximately 150,000 units of Medical Equipment and
Support Surfaces rental inventory. Accordingly, the Company can provide
Medical Equipment and Support Surfaces directly to its customers on a
rapid and efficient basis, with 84% of the Company's customers located
within
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approximately two hours of a Company office location. Moreover, because
the Company has substantially completed its domestic branch network,
including its gross investment in rental inventory of $246.7 million as of
June 30, 1998, the Company can focus its capital expenditures on pursuing
its growth strategy and purchasing Medical Equipment and Support Surfaces
for which customer demand is already identified. The Company believes that
it is uniquely positioned to leverage its installed base of rental
equipment and distribution network to increase revenue sharing rentals,
sales of Parts and Disposables and the provision of Outsourcing Services
to its existing customers.
- SOLID CUSTOMER BASE. During fiscal 1997, approximately 70% of the
Company's Medical Equipment rental revenues were from national accounts
and group purchasing organizations. Substantially all of the Company's
national accounts have been doing business with the Company for several
years. The Company believes that such national health care providers will
increasingly require services on a national level, which the Company
expects will increase its sales to national accounts and group purchasing
organizations.
- ADVANCED INFORMATION SYSTEMS. The Company's sophisticated information
system gives it the ability to track the location of each unit of
equipment, as well as the maintenance history and scheduled maintenance
requirements related to such unit. Accordingly, when a customer requests a
certain piece of equipment, the Company can immediately determine whether
or not such equipment is available at the local office which typically
services such customer. In addition, if the requested equipment is
unavailable at the local office, the Company's information system
automatically determines what potential substitutes are locally available
as well as the approximate time of delivery for the next closest piece of
requested equipment. The Company believes that its advanced information
system makes it well positioned to service the needs of the increasingly
larger and more complex health care providers and provides it with a
competitive advantage in servicing the needs of national accounts and
rapidly growing group purchasing organizations.
- DISCIPLINED APPROACH TO CAPITAL SPENDING. The Company generally makes new
Medical Equipment and Support Surfaces purchases only after customer
demand is identified. As such, new equipment purchases generally have
specifically identifiable cash flows associated with them. Prior to
approving any new equipment purchase, the Company requires that the new
equipment meets certain minimum financial criteria, such as return on
investment, and certain operating criteria, such as expected utilization
rates and maintenance costs. The Company estimates that its cost recovery
period for most new equipment purchases is between 12 and 18 months.
Additionally, the Company's Outsourcing Services and revenue sharing
businesses do not require substantial capital investment.
- STABLE BASE OF CASH FLOW. The Company's rental business has historically
provided it with a stable base of cash flows. Moreover, the Company
believes that its core rental business does not have significant exposure
to economic downturns, because cost pressures during such downturns may
lead to increased rentals and fewer purchases of medical equipment by
customers.
- STRONG AND COMMITTED MANAGEMENT TEAM. The Company is led by a seven person
senior management team with over 180 years combined experience in the
health care industry. In connection with the Transactions, management
reinvested approximately $4.2 million in common and preferred equity of
Holdings.
GROWTH STRATEGY
In order to take full advantage of its market leadership and national
distribution network, the Company has introduced new services for its customers
and is pursuing strategic acquisition candidates. The following are the primary
elements of the Company's growth strategy:
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- GROW CORE RENTAL BUSINESS. The Company expects that certain regulatory and
industry trends will cause an increase in overall demand for equipment
rentals. The Company believes that it will be able to take advantage of
these industry trends and grow its core rental revenues by (i)
capitalizing on its national customer base, which the Company believes is
the largest in the Medical Equipment rental industry, (ii) focusing on
sub-acute and long term health care providers which are facing substantial
pressure to reduce operating costs, (iii) identifying incremental rental
opportunities through its CAMP programs as it increases the number of
hospitals under CAMP contracts, (iv) increasing revenue sharing
opportunities with rental equipment manufacturers and (v) continuing to
market and grow Support Surfaces as a clinically efficient lower cost
alternative to specialty beds.
- LEVERAGE INFRASTRUCTURE TO INCREASE REVENUES IN NON-CAPITAL INTENSIVE
BUSINESSES. Because the Company's national distribution network has the
most expansive geographic coverage and broadest product line in its
industry, the Company believes that it can increase revenues in certain
non-capital intensive businesses by leveraging its infrastructure. In
particular, the Company expects to expand its marketing of Outsourcing
Services, revenue sharing activities and sales of Parts and Disposables to
its existing rental customer base. Moreover, the Company plans to utilize
its established distribution channels to develop these businesses without
incurring significant incremental costs. The Company believes that
leveraging its infrastructure to develop these businesses will produce an
increased return on assets, as these businesses require relatively low
levels of capital investment.
- FOCUS ON DEVELOPING ASSET MANAGEMENT PROGRAMS. The Company believes that
its CAMP programs will continue to grow as a result of an increase in
outsourcing trends related to equipment management and equipment related
services as well as an increase in competitive pressure facing health care
providers. Certain health care providers that have adopted CAMP have been
able to achieve cost savings through a reduction of biomedical and other
hospital staff, a decrease in equipment maintenance expenses and an
increase in asset utilization rates. Additionally, they have been able to
increase equipment utilization and capture increased patient charges as a
result of the superior information gathering capability of CAMP. Hospitals
under CAMP contracts increased from three as of December 31, 1996 to 14 as
of June 30, 1998.
- ENTER INTO STRATEGIC PARTNERSHIPS. The Company has and will continue to
seek new strategic partnerships to increase revenues. In biomedical
repair, the Company plans to increase revenues by partnering with
equipment manufacturers to provide biomedical repair services for their
equipment. In December 1997, the Company entered into an agreement with
Siemens, a leading provider of medical equipment, to jointly provide
biomedical repair services to hospitals and other health care providers.
The Company believes that strategic partnerships such as the Siemens
relationship will provide continued growth opportunities. In 1997, the
Company entered into a contract with NuTech to be the exclusive rental
source of circulatory foot pumps manufactured by NuTech and the exclusive
distributor of related disposables. The Company also entered into a
contract with Siemens to be the exclusive distributor of certain Siemens
accessories and parts in 1996. Principally as result of these efforts,
sales related to strategic partnerships increased in fiscal 1997 to $17.4
million from $2.6 million in fiscal 1996.
- PURSUE STRATEGIC ACQUISITIONS. The Company has historically acquired
complementary Medical Equipment and Support Surfaces rental companies and
integrated them effectively into its existing operations. Upon acquiring
such businesses, the Company has typically been able to realize cost
savings by eliminating corporate overhead, rationalizing branch locations
and reducing personnel. Since September 30, 1994, acquisitions in its core
rental business coupled with internal growth have resulted in an increase
in the Company's revenues from $81.5 million in fiscal 1994 to $196.6
million on a Pro Forma Basis during the LTM Period. The Company has been
able to successfully complete and integrate these acquisitions by adhering
to an acquisition
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strategy which primarily focuses on acquisitions that (i) present a
relatively low level of integration risk, (ii) allow the Company to
effectively leverage its national distribution network, (iii) are
complementary to the Company's lines of business and (iv) have
identifiable synergies. The Company intends to continue to pursue
acquisitions that it believes are consistent with this acquisition
strategy as well as its overall growth strategy.
RECENT AND POTENTIAL ACQUISITIONS
In January 1995, the Company and a subsidiary of Huntleigh entered into a
50/50 joint venture and formed SpectraCair, a provider of Support Surfaces on a
rental basis to acute care, long-term care and home care providers nationwide.
In January 1996, SpectraCair acquired the low air loss specialty mattress
overlay business of Bio Clinic Corporation (a subsidiary of Sunrise Medical,
Inc.) for $6.7 million, and, in September 1997, SpectraCair was merged with and
into MEDIQ/PRN following the SpectraCair Acquisition.
The SpectraCair Acquisition has created several opportunities to bolster
SpectraCair's competitive presence. The Company's national agreements provide a
wider group of customers with access to SpectraCair's product lines.
Additionally, the enhanced operational support provided by the Company and the
availability of the Company's complementary product lineup are generating
synergistic opportunities for SpectraCair. The Company expects to achieve
annualized cost savings of approximately $0.4 million as a result of the
elimination of duplicative costs for functional areas and the reduction of
certain expenses as a result of expected synergies resulting from the
SpectraCair Acquisition. In addition, SpectraCair recognized a charge on its
statement of operations for the eleven months ended August 31, 1997 of $0.6
million related to the revenue generated in fiscal 1996 from its acquisition of
the rental assets of Bio Clinic Corporation. The Pro Forma Financial Statements
included elsewhere in this Prospectus give effect to the SpectraCair Acquisition
but do not reflect the elimination of the above noted items. However, there can
be no assurance that the Company will be able to generate the expected cost
savings.
On May 29, 1998, MEDIQ/PRN purchased certain assets and rights related to
the CH Medical Business (including, but not limited to, inventory, rental
equipment and other tangible property, intellectual property rights, certain
contract rights, customer lists, customer files, supplier information and other
key records) for a purchase price of approximately $50.0 million in cash,
including related costs and expenses, and the assumption of certain obligations
related to the CH Medical Business. Management expects the CHI Acquisition to
improve the Company's competitive position in the acute health care sector. For
the year ended August 31, 1997 and the six months ended February 28, 1997 and
1998, the CH Medical Business generated $26.7 million, $12.3 million and $12.9
million, respectively, of revenue.
Management expects the CHI Acquisition to generate certain synergies and
result in a lower cost structure for the combined entity. The Pro Forma
Financial Statements included elsewhere in this Prospectus give effect to the
CHI Acquisition, and annualized cost savings on a LTM basis of approximately
$4.5 million related to the closing of duplicate facilities and the elimination
of personnel are reflected therein. Management also anticipates additional cost
savings of approximately $1.8 million per year to result from the CHI
Acquisition, in such areas as insurance, advertising and telephone costs,
travel, meals and entertainment expenses and taxes other than income taxes
although such additional cost savings are not reflected in the Pro Forma
Financial Statements. There can be no assurance that the Company will be able to
generate the expected cost savings. See "Risk Factors--Ability to Implement
Acquisition Strategy and Ability to Manage Growth."
CHI is a Texas-based corporation which has specialized in the development of
various medical products utilized in patient care treatment and therapy for over
30 years. In addition to its development of medical products, CHI is a national
sales, rental and service corporation specializing in patient beds, overlays,
mattress replacement systems, pressure relieving pads and surfaces and other
therapeutic
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support surfaces with approximately 75 business locations nationwide. CHI has,
among other things, developed technology used in the manufacture of beds and
frameless systems for hospitals, extended care facilities and homes to
effectively treat the severe conditions and complications inherent to patients
who are bed confined. CHI offers a complete line of portable pressure relieving
products to provide hospitals and extended care facilities with an array of bed
therapies in a cost effective manner. The assets acquired under the CHI Purchase
Agreement include only those related to the manufacture, sale and rental of beds
and other support surfaces and do not include the other fabrication businesses
of CHI.
The Company believes that consummation of the SpectraCair Acquisition and
the CHI Acquisition will (i) generate financial leverage, (ii) strengthen the
Company's market leadership position, (iii) enable existing customers to reduce
their costs by consolidating vendors, (iv) enhance the quality and selection of
products offered by the Company, (v) expand the presence of the Company's
national accounts and (vi) enhance the operations of the Company by providing
additional dedicated and experienced employees. The Company is continually
reviewing other acquisition opportunities.
INDUSTRY OVERVIEW
The United States health care system includes approximately 5,200 acute care
community hospitals and a variety of other health care providers such as nursing
homes, surgicenters, sub-acute care facilities, specialty clinics and home
health care providers. These hospitals and other health care providers normally
spend substantial sums on obtaining capital equipment, including movable medical
equipment. Hospitals have a number of options in obtaining this equipment,
including purchase, lease and rental. Historically, hospitals have favored the
purchase option in meeting a substantial portion of their movable medical
equipment needs. However, the Company believes that a variety of trends favor
rental as an alternative to purchase or lease, including the substantial cost
containment pressures under which hospitals and other health care providers
currently operate. See "Risk Factors--Regulation of the Health Care Industry."
The cost containment pressures on hospitals and other health care providers
have increased greatly during the past decade as a result of Federal regulations
that have significantly affected the extent of reimbursement under Medicare's
prospective payment system. Changes to the Medicare program adopted in 1991,
which are being phased in over a 10-year period, call for medical equipment cost
reimbursement at rates established by the Health Care Financing Administration
that may or may not reflect the hospitals' actual equipment costs. The Company
believes that the current reform effort will focus on cost containment in health
care and may reduce levels of reimbursement by Medicare as well as other
third-party payors and that other third-party payors of medical expenses have
followed or will follow the Federal government in limiting reimbursement for
medical equipment costs through measures including preferred provider
arrangements, discounted fee arrangements and "capitated" (fixed patient care
reimbursement) managed care arrangements. Moreover, the Company believes that
various current legislative proposals will continue the momentum toward health
care related consolidations, acceleration of managed care and the formation of
integrated delivery systems and that the cost containment pressures on health
care providers will continue to intensify. See "Risk Factors--Uncertainty of
Health Care Reform; Reimbursement of Health Care Costs."
The Company believes that as a result of these cost containment pressures,
hospitals and other health care providers will increasingly seek to reduce their
capital expenditures, including expenditures on movable medical equipment.
Because the Medicare system is, to an increasing extent, reimbursing health care
providers at fixed rates unrelated to actual capital costs, hospitals and other
health care providers have an incentive to manage their capital costs more
efficiently. Providers may better manage their capital costs by replacing fixed
capital costs with variable operating costs. In the case of movable medical
equipment, these fixed costs include equipment acquisition costs and the
substantial costs associated with servicings necessary to maintain the
equipment. Consequently, many entities may elect
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to rent equipment, rather than incur the substantial capital related costs
associated with owning or leasing equipment for which they may not be reimbursed
during non-use periods.
MEDICAL EQUIPMENT AND SUPPORT SURFACES RENTALS
The Company operates the largest Medical Equipment rental business in the
United States, serving more than 5,000 hospitals, alternate care and home care
providers, nursing homes and other health care providers nationwide. The Company
offers the broadest selection of Medical Equipment for rent in the country, and
management believes it is better positioned than any of its rental competitors
to be a "single-source" supplier of Medical Equipment to its customers. The
Company offers its customers a wide selection of rental programs including (i)
daily, weekly or monthly rentals with fixed rate terms, (ii) longer-term rentals
with pricing related to the length of the rental term and (iii) "usage" rentals
on a per use, per hour or per day basis.
NATIONAL SCOPE. The Company rents its inventory to customers through 101
office locations in major metropolitan areas nationwide. This extensive
geographic presence enables the Company to service national chains as well as
local and regional facilities. The Company locations operate 24 hours a day, 365
days a year, with deliveries of patient-ready equipment typically made to
customers within two hours of a request. The Company's customers receive a full
range of rental and related support services, including equipment delivery,
inspection, maintenance, repair and documentation, from the Company's staff of
more than 190 experienced biomedical technicians and more than 330 customer
service representatives.
CONVENIENT SERVICE. Medical Equipment inventories are maintained at each of
the Company's locations. The Company utilizes a centralized order entry and
dispatching system which processes approximately 40,000 deliveries and pickups
per month. Most orders nationwide are received by telephone at the Company's
Pennsauken, New Jersey headquarters, and scheduling and routing of equipment
delivery is made from such office. Upon return, equipment is inspected, cleaned
and tested at the branch location before being designated as available for
rental. If major service or repair is necessary, the equipment is shipped to one
of the Company's two repair facilities in Pennsauken, New Jersey and Santa Fe
Springs, California. The Company's state-of-the-art information and inventory
systems have the capacity to handle 250,000 pieces of inventory and track other
essential activities, including training, repair and maintenance, delivery and
pickup, pre-delivery inspections, major inspections and call backs.
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DIVERSE PRODUCT OFFERING. The Company's approximately 150,000 unit
inventory includes equipment used in respiratory care, emergency, neonatal
intensive care, medical and surgical intensive care, central supply and sterile
processing and distribution, biomedical engineering, surgery, labor and
delivery, and anesthesia/recovery. The Company rents over 650 types of equipment
and offers the most complete selection of Medical Equipment for rent in the
country. The following is a list of principal types of Medical Equipment
available to the Company's customers:
<TABLE>
<S> <C>
Adult, Infant and Portable Oxygen Concentrators
Ventilators
Compressors/Nebulizers/Pulmonary Aids Defibrillators
Continuous Passive Motion Machines Cold Therapy Units
Cribs and Bassinets Scales
Heat Therapy Units Hypo/Hyperthermia Units
Incubators/Isolettes Infant Warmers
Monitors Pediatric Aerosol Tents
Nasal CPAP and BiPap Units Pressure Reduction Units
Phototherapy and Bilirubin Lamps Pulse Oximeters
Sequential and Uniform Compression Infusion Pumps
Devices Telemetry Units
Suction Units
</TABLE>
In addition to the above, the Company also provides Support Surfaces on a
rental basis to acute care, long-term care and home care providers nationwide
through the SpectraCair division of MEDIQ/ PRN. SpectraCair purchases and
supplies, on a rental basis, Support Surfaces that are installed on top of
standard hospital beds. SpectraCair's products are utilized in the treatment of
bedridden patients where specially designed Support Surfaces are employed to
treat problems such as skin ulcers. Presently, most health care providers rent
specialized beds to treat these problems, and rental of such beds can cost up to
$150 per day. SpectraCair's products match the clinical efficacy of the
specialized beds for prices generally ranging from $10 to $35 per day.
SpectraCair has recently expanded its product line to include additional
specialized products such as Support Surfaces designed for obese patients
(bariatrics), specialized seating products and passive restraint Support
Surfaces. As hospitals continue to face margin pressure and more revenues become
capitated and fee-for-service based, management believes SpectraCair can provide
a lower cost, clinically equivalent alternative. In addition, the Company
anticipates that the recent purchase of specified assets and rights of CH
Medical related to the manufacture, sale and rental of specialty patient beds
and Support Surfaces will increase its rental business.
OEM PARTNERSHIPS. In addition to standard Medical Equipment rentals, the
Company has entered into several revenue share arrangements with OEMs pursuant
to which the Company rents Medical Equipment and sells disposable products
produced by the OEMs to the Company's customers and pays the OEMs a fee based
upon a percentage of the amount billed to the customer. Under such arrangements,
because the OEMs own the equipment, the Company is able to generate additional
revenues without any additional capital investment in new equipment.
SALES OF PARTS AND DISPOSABLES
The Company sells a variety of Parts and Disposables to its customers
primarily for use with the types of Medical Equipment it rents. The sales of
such Parts and Disposables are a natural complement to the Company's Medical
Equipment rental business. The Company distributes products to its existing
rental customers in order to enable them to fill smaller turnaround needs more
quickly and to smaller health care providers which do not meet the minimum order
requirements of the major medical supply distributors. The Company currently
supplies 4,000 disposable products primarily through a contracted, centralized
distribution center located in Salt Lake City, Utah and through a Company
operated facility in Pennsauken, New Jersey. The Company maintains a base level
of disposable products inventory at each of its branch offices in order to
provide immediate delivery of certain products on an emergency
51
<PAGE>
basis. The Company also sells repair parts to its clients for the repair of
their owned equipment. This enables the Company to generate incremental revenues
within an existing customer relationship. To support the growth of its Parts and
Disposables business, the Company has an extensive sales and marketing operation
incorporating telephone sales, direct mail and trade publication advertising.
The Company is the exclusive distributor of accessories and supplies
manufactured by the Electromedical Division of Siemens for its respiratory care,
catherization lab and monitoring systems. In fiscal 1997, the Company generated
$8.2 million of revenues through this arrangement with Siemens. The Company
believes that this relationship with Siemens offers significant growth
opportunities for the Company. The Company is also the exclusive rental source
of circulating foot pumps manufactured by NuTech and the exclusive distributor
of related disposables. In fiscal 1997, the Company generated $7.9 million of
revenues through its arrangements with NuTech.
OUTSOURCING SERVICES
To enable hospitals and other health care providers to better manage their
assets and increase profits, the Company began to offer its customers
Outsourcing Services in fiscal 1996. Each of the Company's Outsourcing Services
leverages off of the Company's extensive distribution network and broad customer
base. These services include: (i) CAMP, which analyzes the critical care
equipment activity of a customer and provides a variety of consulting services
designed to manage, track and service the customer's movable medical equipment,
(ii) a biomedical repair service which provides safety inspections, preventive
maintenance and repairs for most critical care equipment through a team of more
than 190 experienced biomedical technicians, (iii) a logistics and distribution
service to assist equipment manufacturers in reducing their transportation costs
through utilization of the Company's nationwide branch office network, (iv) a
medical gas supply program designed to complement the Company's respiratory
equipment rentals and (v) a health care consulting and management service
designed to assist the Company's customers in the management of their
businesses. As a result, the Company generated revenues from Outsourcing
Services of $7.8 million in fiscal 1996 and $9.7 million in fiscal 1997. The
Company believes that its Outsourcing Services businesses offer significant
growth opportunities.
ASSET MANAGEMENT. The Company's CAMP programs enable clients to contract
with the Company to supply all elements of their critical care equipment
management needs. CAMP includes a variety of consulting services for patient
care equipment, including providing on-site personnel, equipment processing,
maintenance, patient billing, documentation and tracking services. CAMP
contracts are typically three to five years in duration.
While most acute care facilities can benefit from more efficient equipment
management, the typical CAMP profile hospital is 200 beds or more and often part
of an integrated health network. Several hospitals, with inventories linked
through a network, can gain even more dramatic cost savings and efficiencies
when the Company provides logistic services to move owned equipment between
facilities. The growth in the number of these integrated health networks further
increases the market for CAMP.
While some competitors' asset management programs focus on the purchase and
rent back to clients of hospital-owned equipment, CAMP focuses on increasing the
utilization of hospital-owned assets. Under CAMP, the Company's asset management
team and the client determine benchmarks and goals to be met. The Company
thereafter conducts quarterly business reviews to assess progress and provide
the client with detailed documentation regarding equipment utilization trends,
thereby greatly aiding in capital budget planning. CAMP clients benefit through
the reduction of central supply and biomedical staff (some of whom may be
employed by the Company in its outsourcing programs), lower equipment
maintenance expenses, the reduction of capital expenditures related to
equipment, increased equipment utilization and markedly increased captured
patient charges. Even with a highly capitated payer mix, a portion of this
revenue is recovered by the client for other uses. Additionally, CAMP
52
<PAGE>
provides hospital clients with clear cost data which can assist in negotiations
with managed care contracts.
The Company also offers its CAMP Plus logistics program that provides
similar management services for multi-site health care networks to manage,
service and transport movable patient care equipment. A proprietary bar-code
based asset management system provides customers optimum utilization of owned
equipment. This system provides information used to track equipment, capture
lost patient charges, control inventory and equipment migration, reduce the need
for supplemental rentals and manage overall capital planning. The Company also
has programs pursuant to which it acquires all or some of the customer's
equipment and rents the equipment back to the customer, eliminating the
customer's burdens of ownership, underutilization and seasonal usage.
The Company currently operates 12 asset management programs covering 14
hospitals, compared to only three at the end of fiscal 1996. The programs
represent substantial incremental profit for the Company with little or no
capital costs.
BIOMEDICAL REPAIR SERVICES. The Company performs safety inspections,
preventative maintenance and repairs for most brands and models of Medical
Equipment owned by the Company, client health care organizations and other third
parties through a team of more than 190 experienced biomedical technicians.
Service and repairs can be performed on-site. Pick-up and delivery is also
available for servicing at any of the Company's branch locations or two major
service centers. In December 1997, the Company entered into a new agreement with
the Siemens Medical Systems division of Siemens to jointly provide biomedical
repair services to hospitals and other health care providers. Siemens has
operated in the biomedical repair market since 1952. Through this contractual
arrangement with Siemens, Siemens and the Company will offer customers "one stop
shopping" with Siemens providing high technology radiology services and the
Company providing all other biomedical repair services. This arrangement with
Siemens is expected to assist health care providers to reduce the large numbers
of service agreements they enter into each year and the costs associated with
managing these contracts.
OTHER SERVICES. The Company offers a logistics and distribution service to
hospitals and equipment manufacturers to reduce their transportation costs
through utilization of the Company's national branch office network.
The Company also offers a medical gas administrative management service to
health care providers to enable such providers to centralize the purchasing
function for bulk liquid oxygen, portable and semi-portable oxygen containers,
and high pressure gas cylinders for a variety of medical gas products. Health
care facilities traditionally purchase medical gases from a large number of
local suppliers. The market is fragmented, and historically there has been a
lack of price stability. Health care providers have been unable to purchase
these gases on a cost effective basis, and often end up paying different prices
for the same product in different locations. This program offers competitive
pricing and price standardization for many locations, elimination of multiple
local vendor contracts, reduction in the time it takes to process supplier
invoices and improved purchasing efficiencies with a single-source contract.
MEDIQ Management Services, a subsidiary of MEDIQ/PRN, provides consulting
services to the acute care hospital industry and provides management services to
several diagnostic imaging centers. The division primarily works with clients in
the mid-Atlantic states providing consulting services ranging from logistics to
corporate planning. MEDIQ Management Services also serves as an internal
consultant for the Company, as management seeks to integrate the Company's
product offerings, extract synergies from complementary businesses and leverage
the utilization of the Company's already established infrastructure.
53
<PAGE>
QUALITY ASSURANCE
Quality control/quality assurance and risk management procedures are
conducted for all of the Company's Medical Equipment and Support Surfaces by
trained biomedical technicians to ensure compliance with safety, testing and
performance standards at all branch offices. All Medical Equipment and Support
Surfaces are serviced and tested prior to delivery to customers in accordance
with the Company's Safety and Performance Inspection Program, which is primarily
derived from the Emergency Care Research Institute's programs. Most types of
Medical Equipment and Support Surfaces rented by the Company require routine
servicing at scheduled intervals based upon hours of usage or passage of time,
including complete testing and inspection of all components that may need to be
replaced or refurbished. Routine servicing is conducted by the Company's trained
personnel at all of its branch locations. Major repairs are performed by its
biomedical equipment technicians at the Company's Pennsauken, New Jersey or
Santa Fe Springs, California maintenance facilities.
SALES AND MARKETING
The Company markets its Medical Equipment rental programs and Outsourcing
Services primarily through its field sales force, which consisted of 66
promotional sales representatives as of June 30, 1998. SpectraCair's sales and
marketing efforts are conducted through a separate 58 person sales force and are
augmented by the efforts of the Company's field sales force. In its marketing
efforts, the Company primarily targets key operational and administrative
decision makers, such as materials managers, department heads and directors of
purchasing, nursing and central supply, as well as administrators, chief
executive officers and chief financial officers. The Company also promotes its
programs and services to hospital and health care provider groups and
associations. The Company develops and provides its field sales force with a
variety of materials designed to support its promotional efforts. The Company
also uses direct mail advertising to supplement this activity, as well as
specifically targeted trade journal advertising.
A corporate accounts team negotiates and sells national contract agreements
to group purchasing organizations ("GPOs") for acute care hospitals, alternate
care and home care providers, nursing homes and other health care providers.
This same team also sells to the corporate headquarters of proprietary national
and regional hospital chains ("National Providers"). In addition, the Company's
sales force is also active in selling individual members of these organizations
on the benefits of each individual contract. For those health care providers who
are not members of a National Provider or a GPO, individual rental agreements
are negotiated by the Company's field sales organization.
From time to time, the Company has developed specific marketing programs
intended to address current market demands. The most significant of such
programs includes the Company's CAMP programs, which present hospitals with a
total management approach to equipment needs. See "--Outsourcing Services--Asset
Management."
CUSTOMERS
The Company's customer base is composed of National Providers, GPOs and
acute and non-acute care facilities and organizations. In total, the Company
services more than 5,000 hospitals, alternate care and home care providers,
nursing homes and other health care providers. The Company's top ten national
accounts and GPO's generated approximately 60% of its total rental revenues in
fiscal 1997,
54
<PAGE>
with no single account representing more than 10% of total revenues. The
following chart illustrates the Company's rental revenue breakdown by business
classification.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
----------------------------------
<S> <C> <C> <C>
1995 1996 1997
---------- ---------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Acute facilities............................................................. $ 78,999 $ 76,118 $ 83,846
Home health care providers................................................... 20,160 18,655 17,631
Sub-acute facilities......................................................... 9,006 9,779 10,783
Other........................................................................ 8,878 9,723 12,056
---------- ---------- ----------
Total.................................................................... $ 117,043 $ 114,275 $ 124,316
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
National Provider contracts generally require that the individual hospitals
associated with or owned by the National Providers fill their rental needs with
the Company, although the level of compliance by local providers varies among
the contracts. The Company also contracts with GPOs, which provide their members
the opportunity to purchase or rent products at reduced prices. The GPOs do not
require members to purchase or rent with any particular supplier that the GPO
has contracted with and many health care providers are members of more than one
GPO. However, under most GPO contracts, prices that the Company offers to the
GPO participants decline as the aggregate rentals by such GPO increase. The
Company's contracts with National Providers and GPOs are generally three to five
years in duration.
As the health care market continues to consolidate, the Company expects that
its focus on marketing to National Providers and GPOs and its nationwide
distribution network will give it a competitive advantage in obtaining and
retaining new business from consolidated health care organizations. In addition,
the Company is selling new national account agreements to increase participation
and capture business in markets other than the acute care hospital market. These
market segments include long term care, sub-acute care home health care and home
infusion therapy.
SUPPLIERS
The Company acquires substantially all of its Medical Equipment and Parts
and Disposables from approximately 100 suppliers. The Company has entered into
long-term agreements with three vendors to purchase approximately $31.0 million
of products over the next two fiscal years. The Company is not dependent upon
any single supplier and believes that alternative purchasing sources of Medical
Equipment are available to the Company should they be needed.
EMPLOYEES
As of June 30, 1998 the Company had approximately 1,258 employees, 496 of
which are salaried, 762 of which are hourly and 124 of which are members of the
Company's sales force, including the SpectraCair sales force. The Company
believes that its relations with employees are satisfactory. None of the
Company's employees are subject to a collective bargaining agreement.
PROPERTIES
The Company's principal facility, containing 116,400 square feet, is owned
by MEDIQ/PRN and located in Pennsauken, New Jersey, where the Company's
corporate offices and a portion of its operating activities are located. Major
repairs of Medical Equipment and Support Surfaces are also performed at this
facility as well as at a 18,700 square foot leased maintenance facility located
in Santa Fe Springs, California. The Company rents its Medical Equipment and
Support Surfaces to its customers through 101 office locations in major
metropolitan areas nationwide. Eighty-eight of such sites contain office and
warehouse space and are leased by the Company. The remaining 13 office locations
are
55
<PAGE>
operated by independent distributors. None of the leases are with parties
affiliated with the Company. The Company believes that the properties owned and
leased by it are adequate for its operations.
COMPETITION
The movable medical equipment rental industry is highly competitive and the
Company, which operates throughout the United States, encounters competition in
all locations in which it operates. Competition is generated from (i) medical
equipment manufacturers which sell medical equipment directly to health care
providers and which the Company believes generate the strongest competition; and
(ii) general leasing and financing companies and financial institutions, such as
banks, which finance the acquisition of medical equipment by health care
providers, as well as other entities discussed below.
The Company's principal competitor in the rental business is UHS. The
Company believes that its national scope and national account relationships
provide it with competitive advantages over UHS. Other competition comes from
regional and local medical equipment renting and leasing companies and medical
equipment distributors which rent medical equipment to health care providers.
Management believes that key factors influencing the decision regarding the
selection of a medical equipment rental vendor include availability and quality
of medical equipment, service and price. The Company faces competitive pressure
in all of its markets from existing competitors and from the potential entry by
new competitors. See "Risk Factors--Competition."
GOVERNMENTAL REGULATION
The Company's businesses are subject to Federal, state and local laws, rules
and regulations relating to the operation of such businesses.
The Company's customers are subject to documentation and safety reporting
standards with respect to the medical equipment they use, including standards
established by the following organizations and laws: the Joint Commission on
Accreditation of Healthcare Organizations, the Association for Advancement of
Medical Instrumentation, and the Safe Medical Devices Act of 1990. Some states
and municipalities also have similar standards and laws. The Company's CAMP
programs help customers meet their documentation and reporting needs under such
standards and laws. As a provider of such services, the Company may be subject
to liability for violating, directly or indirectly, such standards and laws.
Manufacturers and certain providers of the Company's Medical Equipment and
Support Surfaces are subject to regulation by agencies and organizations such as
the Food and Drug Administration ("FDA"), Underwriters Laboratories, the
National Fire Protection Association and the Canadian Standards Association. The
FDA regulates companies which manufacture, prepare, propagate, compound or
process medical devices. Device manufacturers must comply with registration and
labeling regulations, submit premarket notifications or obtain premarketing
approvals, comply with medical device reporting, tracking and post-market
surveillance regulations and with device good manufacturing practices ("GMPs"),
and are subject to FDA inspection. The GMP regulations specify the minimum
standards for the manufacture, packing, storage and installation of medical
devices, and impose certain record keeping requirements. The FDA currently does
not regulate as device manufacturers the Company or organizations which provide
similar services as the Company. However, any company which services, repairs or
reconditions medical devices could be subject to regulatory action by the FDA if
its activities cause the devices to become adulterated or mislabeled. In
addition, no assurance can be given that in the future the FDA will not regulate
as device manufacturers companies such as the Company, which acquire ownership
of devices, recondition or rebuild such devices and rent them to customers or
which service, repair or recondition devices owned by others. The Company is
unable to predict the cost of compliance if any such regulations were to be
adopted. The foregoing laws and regulations that are directly applicable to
manufacturers of medical equipment became applicable to the Company upon
consummation of the CHI Acquisition.
56
<PAGE>
Federal law and regulations generally prohibit the offer, payment,
solicitation or receipt of any form of remuneration in return for referring or
arranging for the referral of a person for the furnishing or arranging for the
furnishing of items or services reimbursable under the Medicare or Medicaid
programs, or in return for the purchase, lease or order or arranging or
recommending purchasing, leasing or ordering of any item or service reimbursable
under Medicare or Medicaid. In addition, Federal law and regulations also
generally prohibit physicians from referring patients to entities with which the
physicians have financial relationships, including ownership interests and
compensation arrangements. Various exceptions are contained in Federal laws and
regulations. Many states have similar anti-kickback and anti-referral laws and
regulations, and similar laws barring or restricting referrals. Non-compliance
with Federal and state anti-kickback and anti-referral laws and regulation can
result in criminal and civil penalties and exclusion from participation in
Medicare and Medicaid programs.
The Company enters into various contractual and other arrangements with
health care providers and other persons who are subject to the laws and
regulations referred to above, and who are possibly in a position to refer or
arrange for the referral of business to the Company. In addition, as a health
care provider reimbursed under the Medicare and Medicaid programs, the CH
Medical Business is subject to the foregoing anti-kickback and anti-referral
laws and regulations. The Company believes that its operations comply in all
material respects with all applicable anti-kickback, anti-referral and similar
laws and regulations. A determination that the Company's business practices or
the business practices of the CH Medical Business violate or have violated one
or more of these laws or regulations could have a material adverse effect on the
Company's revenues.
The Company's business may be significantly affected by, and the success of
its growth strategies depends on, the availability and nature of reimbursements
to hospitals and other health care providers for their medical equipment costs
under Federal programs such as Medicare, and by other third-party payors. Under
this system of reimbursement, Medicare-related equipment costs are reimbursed in
a single, fixed-rate, per-discharge reimbursement. As a result of the
prospective payment system, the manner in which hospitals incur equipment costs
(whether through purchase, lease or rental) does not impact the extent of
hospitals' reimbursement. Because the Medicare system, to an increasing extent,
reimburses health care providers at fixed rates unrelated to actual equipment
costs, hospitals have an incentive to manage their capital related costs more
efficiently and effectively. The Company believes that hospitals will continue
to benefit from cost-containment and cost-efficiency measures, such as
converting existing fixed equipment costs to variable costs through rental and
equipment management programs. In addition, the CH Medical Business may be
significantly affected by, and the success of the Company's growth strategies
with respect to the CH Medical Business depends on, the availability and nature
of reimbursement under Medicare and Medicaid programs and by third-party payors.
Changes to reimbursement methodologies or amounts may have a material adverse
effect on the CH Medical Business and the business of the Company.
In addition, the Company is subject to Federal, state and local laws, rules
and regulations relating to the protection of the environment, including laws,
rules and regulations governing the use, management and disposal of hazardous
and non-hazardous substances. As the owner and operator of real property, the
Company could become subject to liability under certain environmental laws for
the cleanup of contaminated properties relating to current or historical
operations. The Company is not aware of any such threatened or pending cleanup
liabilities, however, and believes that it is in material compliance with all
applicable environmental laws.
LEGAL PROCEEDINGS
In February 1997, Holdings was sued in the Superior Court of New Jersey by
its former wholly owned subsidiary, MHM. The suit challenged the validity of a
note receivable in the original principal amount of $11.5 million (the "MHM
Note") that Holdings and MHM entered into in connection with
57
<PAGE>
the spin-off of MHM to Holdings' shareholders in August 1993. In addition,
beginning in February 1997, MHM stopped making the required monthly installments
on the MHM Note and, therefore, Holdings gave notice to MHM of its default on
the MHM Note and declared all sums outstanding under the MHM Note to be
immediately due and payable. In September 1997, as a result of continued
deterioration in MHM's financial condition, the Company recorded a reserve for
the remaining balance of the MHM Note, which had been partially reserved in
1996, and accrued interest on the MHM Note. In October 1997, Holdings filed a
motion for summary judgment against MHM. In November 1997, the Court granted
summary judgment in favor of the Company and against MHM on all counts.
Specifically, the Court ruled that the MHM Note was valid and enforceable. The
Court also rejected MHM's request for a stay pending appeal. On April 17, 1998,
the Court entered a Final Damages Order in favor of the Company in the
approximate amount of $11.8 million. In July 1998, the Company reached a
settlement with MHM which called for MHM to pay the Company $3.0 million in cash
in full satisfaction of all amounts due the Company. The Company received the
cash in July 1998 and will recognize the settlement in other income in the
fourth quarter of fiscal 1998.
On January 15, 1998, Crandon Capital Partners, a stockholder of Holdings,
sued the Company and each of Holdings' directors in Delaware Chancery Court,
alleging breaches of fiduciary duties in connection with the approval of the
Merger by the directors of Holdings and the related transactions. The complaint
purports to be a class action complaint and plaintiff seeks to recover
compensatory damages. Based on information currently available to it, Holdings
believes that this claim is without merit and that the resolution thereof will
not have material adverse effect on the operations or financial condition of the
Company.
In May 1998, InnoServ Technologies, Inc. ("InnoServ") entered into a merger
agreement with GE Medical Systems, Inc. ("GEMS") by which GEMS agreed to acquire
InnoServ for approximately $16.0 million. No date has been scheduled for
closing. Pursuant to the terms of the Company's November 1997 stock purchase
agreement with InnoServ, under a change of control the Company is entitled to
receive a portion of the sales proceeds. However, the calculation of the amount
due to the Company is currently in dispute. Accordingly, the matter is in
arbitration pursuant to the terms of the stock purchase agreement. The Company
fully reserved its investment in InnoServ in fiscal 1997. The Company will
recognize a gain equal to the cash proceeds when they are received.
In July 1998, MEDIQ Mobile X-Ray Services, Inc., a subsidiary of MEDIQ/PRN
whose assets were sold in November 1996, was notified that it is the subject of
an investigation by the Department of Justice and the Office of the Inspector
General of the Department of Health and Human Services. The Company has not yet
been informed of the nature or scope of the investigation.
Other than with respect to the foregoing matters, the Company is not a party
to any material pending legal proceedings except ordinary litigation incidental
to the conduct of its businesses and the ownership of its properties.
58
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF HOLDINGS
The following table sets forth certain information with respect to the
directors and executive officers of Holdings. Directors of Holdings hold their
offices for a term of one year or until their successors are elected and
qualified; executive officers of Holdings serve at the discretion of the Board
of Directors of Holdings. For information concerning certain arrangements with
respect to the election of directors, see "Ownership of Capital Stock--Holders
Agreement."
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- ---------------------------------------------------------------------
<S> <C> <C>
Thomas E. Carroll................... 54 President, Chief Executive Officer and Director
Jay M. Kaplan....................... 50 Senior Vice President - Finance and Chief Financial Officer
Michael J. Rotko.................... 59 Director
Bruce C. Bruckmann.................. 44 Director
Stephen C. Sherrill................. 44 Director
Robert T. Thompson.................. 43 Director
L. John Wilkerson................... 54 Director
</TABLE>
THOMAS E. CARROLL has served as President and Chief Executive Officer of
Holdings and MEDIQ/ PRN since 1995 and as a director of Holdings and MEDIQ/PRN
since October 1995 and December 1994, respectively. He served as President and
Chief Operating Officer of MEDIQ/PRN from 1994 to 1995 and as Executive Vice
President and Chief Operating Officer of MEDIQ/PRN from 1990 to 1994.
JAY M. KAPLAN has served as the Senior Vice President - Finance and Chief
Financial Officer of Holdings since 1997 and has served as the Senior Vice
President and Chief Financial Officer of MEDIQ/PRN since 1992.
MICHAEL J. ROTKO has been a Director of Holdings since 1965 and was Chairman
of the Board of Holdings prior to the Merger. Since 1997, Mr. Rotko has served
as Special Counsel to the U.S. Senate Investigation of the Persian Gulf War
Syndrome. Mr. Rotko was a partner at Drinker Biddle & Reath LLP, a law firm,
from 1993 to 1997. Prior to joining Drinker Biddle & Reath LLP, Mr. Rotko was
the U.S. Attorney, Eastern District of Pennsylvania.
BRUCE C. BRUCKMANN has been a director of Holdings since the consummation of
the Transactions. Mr Bruckmann is a Managing Director of Bruckmann, Rosser,
Sherrill & Co., Inc. (the "Sponsor"). He was an officer of Citicorp Venture
Capital Ltd. ("CVC") from 1983 through 1994. Prior to joining CVC, Mr. Bruckmann
was an associate at the New York law firm of Patterson, Belknap, Webb & Tyler.
Mr. Bruckmann is a director of Mohawk Industries, Inc., AmeriSource Health
Corporation, Chromcraft Revington Corporation, Cort Furniture Rental Corp.,
Jitney-Jungle Stores of America, Inc., Town Sports International, Inc., Anvil
Knitwear, Inc. and California Pizza Kitchen, Inc.
STEPHEN C. SHERRILL has been a director of Holdings since the consummation
of the Transactions. Mr. Sherrill is a Managing Director of the Sponsor. He was
an officer of CVC from 1983 through 1994. Previously, he was an associate at the
New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill is a
director of Galey & Lord, Inc., Jitney-Jungle Stores of America, Inc., Windy
Hill Pet Food Holdings, Inc., Acapulco Restaurants, Inc., B&G Foods, Inc. and
HealthPlus Corporation.
ROBERT T. THOMPSON has been a director of Holdings since the consummation of
the Transactions. Mr. Thompson is a Managing Director of Ferrer Freeman Thompson
& Co. LLC, the general partner of Health Care Capital Partners, L.P., and Health
Care Executive Partners, L.P. From 1988 to 1995, Mr. Thompson was Managing
Director and Equity Group Leader of GE Capital Corporation. Prior to joining GE
Capital, Mr. Thompson was a consultant with Bain & Company from 1983 to 1988.
Mr. Thompson is currently a director of Vista Hospice Care.
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<PAGE>
L. JOHN WILKERSON has been a director of Holdings since the consummation of
the Transactions. Mr. Wilkerson has been a General Partner in Galen Associates,
a risk capital partnership since 1990 ("Galen Associates"). Since 1980, Mr.
Wilkerson has also held various positions with The Wilkerson Group, a dedicated
health care products consulting practice, including his current position as a
consultant to the Wilkerson Group. Mr. Wilkerson serves as a director of British
Biotechnology PLC and Stericycle, Inc. Mr. Wilkerson holds a Ph.D from Cornell
University.
MEMBERS OF SENIOR MANAGEMENT
The following table sets forth certain information with respect to the
persons who are, along with the executive officers listed above, members of
senior management of MEDIQ/PRN and, where indicated, its subsidiaries.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --------- --------------------------------------------------------------------
<S> <C> <C>
John Morgan......................... 39 Senior Vice President, Rental Sales
Ted Buchter......................... 43 Senior Vice President, SpectraCair
Jorge Gonzalez...................... 50 Senior Vice President, Corporate Operations, Alternate Sales,
Business Development and Corporate Accounts
Jo Surpin........................... 44 President, MEDIQ Management Services, and Vice President-Marketing
Katherine Hill...................... 46 Senior Vice President, Asset Management
</TABLE>
DIRECTOR COMPENSATION AND ARRANGEMENTS
Each non-employee director of Holdings is paid an annual retainer of $12,000
plus fees of $1,000 for each board meeting attended and $500 for each committee
meeting attended. Directors who are employees of Holdings or MEDIQ/PRN do not
receive additional compensation as directors.
Holdings has a Compensation Committee of the Board of Directors which is
responsible for reviewing annual salaries and bonuses paid to senior management
and administering Holdings' stock option programs. The members of the
Compensation Committee are Messrs. Bruckmann, Thompson and Wilkerson. Holdings
also has an Audit Committee which reviews external and internal auditing matters
and recommends the selection of the Company's independent auditors for approval
by the Board of Directors. The members of the Audit Committee are Messrs. Rotko,
Sherrill and Thompson.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued for fiscal
1997, 1996 and 1995 to the Chief Executive Officer of Holdings and MEDIQ/PRN and
to the other executive officers of Holdings and MEDIQ/PRN whose total annual
salary and bonus exceeded $100,000 for services rendered to Holdings and its
subsidiaries, including MEDIQ/PRN, during fiscal 1997 (each such person being
referred to as a "Named Executive Officer").
60
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL -----------------
COMPENSATION (1) COMMON STOCK
-------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ STOCK OPTIONS (#)
- ----------------------------------------------------------------- --------- --------- --------- -----------------
<S> <C> <C> <C> <C>
Thomas E. Carroll................................................ 1997 350,000 192,000 50,000
President and Chief Executive Officer of Holdings 1996 297,000 135,000 250,000
and MEDIQ/PRN 1995 265,000 206,000 --
Michael F. Sandler............................................... 1997 250,000 88,000 --
Senior Vice President - Finance, Treasurer and 1996 250,000 100,000 --
Chief Financial Officer of Holdings(2) 1995 250,000 100,000 --
Jay M. Kaplan....................................................
Senior Vice President - Finance and Chief Financial Officer of 1997 187,500 94,000 25,000
Holdings and Senior Vice President and Chief Financial Officer 1996 177,000 70,000 85,000
of MEDIQ/PRN 1995 165,000 74,000 --
</TABLE>
- ------------------------
(1) Excludes information concerning the value of perquisites and other personal
benefits which, in the aggregate, do not exceed the lesser of $50,000 or 10%
of the total salary and bonus reported for the Named Executive Officer.
(2) Mr. Sandler served as Senior Vice President - Finance, Treasurer and Chief
Financial Officer of Holdings from 1988 until September 1997, when he
resigned as an officer of Holdings.
The following table summarizes grants of options to purchase Holdings Shares
under the Company's stock option plans or similar arrangements ("Options") and
stock appreciation rights ("SARs") made during fiscal 1997 to the Named
Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES
NUMBER OF TOTAL OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- -------------------------------------------- ------------- --------------- ------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Carroll........................... 50,000 9.04% 8.06 6/23/07 254,000 642,000
Michael F. Sandler.......................... -- -- -- -- -- --
Jay M. Kaplan............................... 25,000 4.52% 8.06 6/23/07 127,000 321,000
</TABLE>
The following table summarizes the value of Options and SARs held by the
Named Executive Officers prior to the consummation of the Transactions based on
the cash portion of the Merger Consideration.
<TABLE>
<CAPTION>
CASH CONSIDERATION
OPTIONS OPTIONS RECEIVED IN THE
NAME (VESTED) (UNVESTED) MERGER
- ----------------------------------------------------------------------- --------- ----------- ------------------
<S> <C> <C> <C>
Thomas E. Carroll...................................................... 178,000 130,000 $ 2,719,000
Michael F. Sandler..................................................... 165,000 -- 1,755,000
Jay M. Kaplan.......................................................... 52,000 71,000 1,063,000
</TABLE>
Upon the consummation of the Transactions, each Option to acquire Holdings
Shares outstanding immediately prior to the Effective Time automatically became
immediately exercisable and each holder of an Option had the right to receive
from the Company in respect of each Holdings Share underlying the Option (less
applicable withholding taxes) (i) a cash payment in an aggregate amount equal to
the
61
<PAGE>
difference between the cash portion of the Merger Consideration of $13.75, less
the exercise price per Holdings Share applicable to such Option as stated in the
applicable stock option agreement or other agreement, plus (ii) 0.075 of a share
of Series A Preferred Stock. On May 5, 1998, Messrs. Carroll, Sandler and Kaplan
held 308,000, 165,000 and 123,000 Options, respectively.
EMPLOYMENT AGREEMENTS
In April 1995, Holdings and MEDIQ/PRN entered into a two-year employment
agreement with Mr. Carroll under which he agreed to serve as President and Chief
Operating Officer of Holdings and MEDIQ/PRN. Mr. Carroll was subsequently
appointed as President and Chief Executive Officer of Holdings and MEDIQ/PRN. In
November 1997, the term of Mr. Carroll's employment agreement was extended to
November 13, 1999. Pursuant to this agreement, Mr. Carroll received a one-time
special payment of $100,000 on April 28, 1995. He is also entitled to receive an
annual salary of $374,500 and an incentive bonus of up to 60% of his base salary
based on the achievement of performance criteria approved by the Compensation
Committee. This agreement also provides that Mr. Carroll will receive a one-time
"success bonus" if a "Strategic Transaction" (as defined therein) occurs before
June 30, 1998. The Merger constituted a "Strategic Transaction;" accordingly,
the Company paid a bonus to Mr. Carroll of approximately $4.6 million upon
consummation of the Transactions. Upon receipt of such "success bonus," Mr.
Carroll forfeited any stock appreciation right compensation previously granted
to him pursuant to his employment agreement. Under his employment agreement, Mr.
Carroll is entitled to receive an additional payment from the Company to
compensate him for liabilities, if any, imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any successor
provision thereto.
In June 1995, the Company entered into a two-year employment agreement with
Mr. Sandler (which replaced a prior agreement entered into in 1988). The
agreement was amended in 1997 (the "Amended Agreement") to effectuate Mr.
Sandler's resignation, as of September 30, 1997, as an officer of the Company
and as an officer and/or director of any of the Company's subsidiaries. Mr.
Sandler is entitled to continue as an employee of the Company until September
30, 1998, and has agreed to provide certain services during such period upon
request. The Amended Agreement provides for a minimum annual salary of $250,000
and an incentive bonus based on the achievement of performance criteria approved
by the Compensation Committee of Holdings' Board of Directors. The Amended
Agreement extends the period during which Mr. Sandler is entitled to a one-time
"special bonus" payable upon the occurrence of an "Event of Sale" (as therein
defined) until September 30, 1998. The Merger constituted an "Event of Sale;"
accordingly, the Company paid Mr. Sandler a "special bonus" equal to
approximately $1.3 million upon consummation of the Transactions.
In June 1995, the Company entered into an eighteen-month employment
agreement with Mr. Kaplan providing for a minimum salary of $165,000 and an
incentive bonus based on the achievement of performance criteria approved by the
Compensation Committee. This agreement automatically renews from year to year
unless and until either party gives prior notice of an election to terminate at
the end of the then-current term. Mr. Kaplan currently receives an annual salary
of $200,000. Under the terms of his employment agreement, Mr. Kaplan is entitled
to receive a one-time cash bonus upon the occurrence of a "Sale Event" (as
defined therein). The Merger constituted a "Sale Event;" accordingly, the
Company paid Mr. Kaplan a bonus in the amount of approximately $460,000 upon
consummation of the Transactions.
These employment agreements also include other provisions relating to
benefits, confidentiality and other provisions customary in agreements of this
nature. In addition, Mr. Carroll has agreed not to compete with the business of
the Company for two years following the termination of his employment under
certain circumstances.
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<PAGE>
PENSION PLAN
The Company maintains a noncontributory defined benefit plan (the "Pension
Plan") covering all eligible employees of the Company. The Pension Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974. Employees aged 21 or older who have completed twelve months of service
during which they worked a minimum of 1,000 hours and are not covered by a
collective bargaining agreement are eligible to participate. Employees earn a
year of service for vesting purposes in each calendar year in which they
complete at least 1,000 hours of employment. Employees become fully vested in
the Pension Plan after five years of service with the Company. Benefits are
based upon the participant's annual compensation (including bonuses and similar
special pay), as more fully defined in the Pension Plan, over the number of
years of participation up to a maximum of 35 years.
The following table shows the estimated annual pension benefits payable upon
retirement to participants of the Pension Plan for various salary levels and
years of service.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
PAYABLE AT AGE 65 FOR VARIOUS
AVERAGE ANNUAL YEARS OF PLAN MEMBERSHIP
COMPENSATION DURING ------------------------------------------
PLAN MEMBERSHIP 10 20 30 40
- -------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 500,000 $ 19,132 $ 37,342 $ 55,482 $ 64,722
400,000 19,132 37,342 55,482 64,722
300,000 19,132 37,342 55,482 64,722
200,000 19,132 37,342 55,482 64,722
100,000 12,132 23,342 34,482 40,222
</TABLE>
During fiscal 1997, the maximum amount of annual compensation which may be
included for Pension Plan purposes was $150,000. The figures shown above apply
under the Pension Plan as of September 30, 1997. Estimated annual benefits are
determined in part by the average Social Security wage base during the 35 years
ending in the year of Social Security normal retirement age. The benefit amounts
listed are not subject to any deduction for Social Security or other offset
amounts. As a result of limitations imposed under Federal income tax law, the
maximum annual benefit payable under the Pension Plan for the fiscal year ending
September 30, 1997 is $120,000, although the amount will be actuarially adjusted
in accordance with Federal income tax regulations if payments commence prior to
or following the date that unreduced Social Security benefits become payable. As
of September 30, 1997, Messrs. Carroll, Sandler and Kaplan had nine, nine and 24
years of services credited, respectively, under the Pension Plan.
401(K) PLAN
The Company maintains a Profit Sharing Plan and Trust (the "401(k) Plan")
for the benefit of its employees who have satisfied the plan's eligibility
requirements. Employees aged 21 or older who have completed twelve months of
service during which they worked a minimum of 1,000 hours are eligible to
participate. Participants are permitted to make pre-tax salary reduction
contributions up to the amount permitted under applicable tax law. The Company
makes a matching contribution equal to 50% of each participant's salary
reduction contribution, up to a maximum of 3% of the participant's compensation.
The Company's matching contribution is made in cash to be used to purchase
shares of the Holdings Common Stock for the account of the participants. The
Company's contributions vest immediately. Shares of Holdings Common Stock held
under the 401(k) Plan were surrendered in connection with the Merger and
exchanged for cash and shares of Series A Preferred Stock.
63
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Carroll, Holdings' President and Chief Executive Officer, Michael J.
Rotko, Sheldon M. Bonovitz and H. Scott Miller served on the Compensation
Committee of the Board of Directors during fiscal 1998 prior to the consummation
of the Transactions. Messrs. Bruckmann, Thompson and Wilkerson have served on
the Compensation Committee since July 1998. Mr. Carroll, however, did not
participate on the Compensation Committee as to any matter relating to his
compensation.
64
<PAGE>
OWNERSHIP OF CAPITAL STOCK
The following table sets forth certain information with respect to (i) the
beneficial ownership of the Common Stock and each series of Preferred Stock of
Holdings by each person or entity who owns five percent or more thereof and (ii)
the beneficial ownership of each class of equity securities of Holdings by each
director of Holdings who is a stockholder, the Chief Executive Officer of
Holdings and the other executive officers named in the "Summary Compensation
Table" above who are stockholders and all directors and executive officers of
Holdings as a group. Unless otherwise specified, all shares are directly held.
<TABLE>
<CAPTION>
NUMBER AND PERCENT OF SHARES
--------------------------------------------------------------
<S> <C> <C> <C> <C>
SERIES A SERIES B SERIES C
COMMON PREFERRED PREFERRED PREFERRED
NAME OF BENEFICIAL OWNER STOCK(1) STOCK STOCK STOCK
- ----------------------------------------------- -------------- -------------- -------------- --------------
Bruckmann, Rosser, Sherrill & Co., L.P.(2)..... 465,259/43.3% 3,155,841/40.3% 899,057/30.0% 1,625,015/54.2%
Two Greenwich Plaza
Suite 100
Greenwich, CT 06830
Health Care Capital Partners, L.P.(3).......... 199,013/18.5% 1,349,896/17.3% 384,567/12.9% 695,092/23.2%
c/o Ferrer Freeman Thompson & Co. LLC
The Mill
70 Glenville Street
Greenwich, CT 06831
Galen Partners III, L.P.(4).................... 132,675/12.4% 899,930/11.5% 256,378/8.5% 463,395/15.4%
610 Fifth Avenue
Rockefeller Center
New York, New York 10020
Michael J. Rotko(5)............................ 54,891/5.1% 389,108/5.0% 475,017/15.9% --
Bessie G. Rotko(6)............................. -- 486,506/6.2% 1,340,219/44.7% --
Rotko 1983 Trust............................... -- 243,253/3.1% 475,017/15.9% --
--Michael J. Rotko Share(7)
Rotko 1983 Trust............................... -- 243,253/3.1% 475,017/15.9% --
--Judith M. Shipon Share(8)
Judith M. Shipon(9)............................ 54,891/5.1% 243,253/3.1% 475,017/15.9% --
Thomas E. Carroll.............................. 56,888/5.3% 94,816/1.2% 19,724* 35,650/1.2%
Jay M. Kaplan.................................. 10,077* 29,724* 5,149* 9,306*
Bruce C. Bruckmann(10)......................... 497,531/46.3% 3,374,739/43.1% 961,418/32.0% 1,737,731/57.9%
Stephen C. Sherrill(10)........................ 497,531/46.3% 3,374,739/43.1% 961,418/32.0% 1,737,731/57.9%
Robert T. Thompson(11)......................... 199,013/18.5% 1,349,896/17.3% 384,567/12.9% 695,092/23.2%
L. John Wilkerson(12).......................... 132,675/12.4% 899,930/11.5% 256,378/8.5% 463,395/15.4%
All directors and executive officers as a group
(7 persons).................................. 951,075/88.5% 6,138,213/78.5% 2,102,253/70.1% 2,941,174/98.0%
</TABLE>
- ------------------------
* Less than one percent of total outstanding Common Stock, Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock.
(1) Includes 74,821 shares of Common Stock purchased by the Management
Stockholders following consummation of the Transactions. In addition,
Holdings expects to grant options to acquire Common Stock to certain
employees. The shares of Common Stock issuable upon the exercise of such
options would equal, in the aggregate, up to an additional 5.0% of the
Common Stock on a fully-diluted basis. The table does not include any such
shares. See "Certain Relationships and Related Transactions--Additional
Purchases of Common Stock."
(2) BRS is a limited partnership, the sole general partner of which is BRS
Partners, Limited Partnership ("BRS Partners") and the manager of which is
the Sponsor. The sole general partner of BRS Partners is BRSE Associates,
Inc. ("BRSE Associates"). Bruce C. Bruckmann, Harold O. Rosser II, Stephen
C. Sherrill and Stephen F. Edwards are the only stockholders of the Sponsor
and BRSE Associates and may be deemed to share beneficial ownership of the
shares shown as beneficially owned by BRS. Such individuals disclaim
beneficial ownership of any such shares.
(3) Includes 7,947 shares of Common Stock, 53,907 shares of Series A Preferred
Stock, 15,357 shares of Series B Preferred Stock and 27,758 shares of Series
C Preferred Stock held by Health Care Executive Partners, L.P. ("HCEP").
Health Care Capital Partners, L.P. ("HCCP" and, together with HCEP, the "FFT
Entities") disclaims beneficial ownership of such shares.
65
<PAGE>
The FFT Entities are limited partnerships for which Ferrer Freeman Thompson
& Co. LLC ("FFT") is the general partner. Carlos A. Ferrer, David A. Freeman
and Robert T. Thompson are the only voting members of FFT and may be deemed
to share beneficial ownership of the shares shown as beneficially owned by
the FFT Entities. Such individuals disclaim beneficial ownership of any such
shares.
(4) Includes 11,660.08 shares of Common Stock, 79,089.9 shares of Series A
Preferred Stock, 22,531.65 shares of Series B Preferred Stock and 40,725.24
shares of Series C Preferred Stock held by Galen Partners International III,
L.P. ("Galen International") and 527.47 shares of Common Stock, 3,577.85
shares of Series A Preferred Stock, 1,019.28 shares of Series B Preferred
Stock and 1,842.32 shares of Series C Preferred Stock held by Galen Employee
Fund III, L.P. ("Galen Employee Fund"). Galen Partners III, L.P. ("Galen
Partners" and, together with Galen International and Galen Employee Fund,
the "Galen Entities") disclaims beneficial ownership of such shares. L. John
Wilkerson is a general partner of the general partner of each of Galen
Partners and Galen International. Mr. Wilkerson disclaims beneficial
ownership of the shares held by Galen Partners and Galen International,
except to the extent of his proportionate partnership interest therein.
(5) Includes 243,253 shares of Series A Preferred Stock and 475,017 shares of
Series B Preferred Stock held by the Rotko 1983 Trust--Michael Rotko Share,
of which Mr. Rotko is a co-trustee.
(6) Includes 243,253 shares of Series A Preferred Stock and 475,017 shares of
Series B Preferred Stock held by the Rotko 1983 Trust--Michael J. Rotko
Share, of which Ms. Rotko is a co-trustee, and 243,253 shares of Series A
Preferred Stock and 475,017 shares of Series B Preferred Stock held by the
Rotko 1983 Trust--Judith M. Shipon Share, of which Ms. Rotko is a
co-trustee.
(7) Michael J. Rotko, Bessie G. Rotko and PNC Bank Corp. share voting and
dispositive power as co-trustees of the Rotko 1983 Trust--Michael J. Rotko
Share.
(8) Judith M. Shipon, Bessie G. Rotko and PNC Bank Corp. share voting and
dispositive power as co-trustees of the Rotko 1983 Trust--Judith M. Shipon
Share.
(9) Includes 243,253 shares of Series A Preferred Stock and 475,017 shares of
Series B Preferred Stock held by the Rotko 1983 Trust--Judith M. Shipon
Share, of which Ms. Shipon is a co-trustee.
(10) Includes shares which are owned by BRS and certain other entities and
individuals affiliated with BRS. Although Messrs. Bruckmann and Sherrill may
be deemed to share beneficial ownership of such shares, such individuals
disclaim beneficial ownership thereof. See Note 2 above.
(11) Consists of shares which are owned by the FFT Entities. Although Mr.
Thompson may be deemed to share beneficial ownership of such shares, such
individual disclaims beneficial ownership thereof. See Note 3 above.
(12) Consists of shares which are owned by the Galen Entities. Although Mr.
Wilkerson may be deemed to share beneficial ownership of such shares, such
individual disclaims beneficial ownership thereof, except to the extent of
his proportionate partnership interest therein.
HOLDERS AGREEMENT
Upon consummation of the Transactions, MQ, Holdings, the BRS Entities, the
Co-Investors, the Rotko Entities and the Management Stockholders entered into a
Securities Purchase and Holders Agreement (the "Holders Agreement") which
contains certain agreements among such stockholders with respect to the capital
stock and corporate governance of Holdings. The following is a summary of the
material terms of the Holders Agreement.
Pursuant to the Holders Agreement, each of the parties thereto will ensure
that the Board of Directors of Holdings is composed at all times of at least six
persons with the exact number to be designated as follows: (a) one person
designated by the Rotko 1983 Trusts, for so long as the Rotko Entities
collectively own 5% of the Common Stock on a fully diluted basis; (b) one person
designated by the FFT Entities for so long as they (and their respective
affiliates) own at least 5% of the Common Stock on a fully diluted basis; (c)
one person designated by the Galen Entities for so long as they (and their
respective affiliates) own at least 5% of the Common Stock on a fully diluted
basis; (d) the Chief Executive Officer of Holdings; and (e) such number of
persons as the BRS Entities may determine; provided that if the number of
directors designated by BRS is greater than three, such additional directors
shall be independent of the Company and shall have been approved by the FFT
Entities and the Galen Entities.
The Holders Agreement contains provisions which, with certain exceptions,
restrict the parties thereto from transferring any equity securities of Holdings
except pursuant to the terms of the Holders
66
<PAGE>
Agreement. Subject to certain exceptions, in the event that certain holders of
Common Stock and Preferred Stock propose to sell at least 2% of such securities
then outstanding, the parties to the Holders Agreement have the right to require
the proposed transferee to purchase, on the same terms and conditions as given
to the proposed transferor, a pro rata portion of like securities held by such
parties to the Holders Agreement. Subject to certain exceptions, if Holdings
proposes to issue and sell any of its shares of Common Stock or any shares
convertible into Common Stock, Holdings must first offer to each of the other
parties to the Holders Agreement who hold in excess of 5% of Common Stock of
Holdings (or, in the case of the Rotko Entities, such entities in the aggregate)
and each Management Stockholder who was a Management Stockholder as of the date
of consummation of the Transactions and who is an "accredited investor" (as
defined in the Securities Act) to purchase pro rata portions of the securities
to be sold in such a transaction on the same terms and conditions of the
proposed issuance. If prior to the consummation of a public offering with
respect to such class or series of securities, holders of a majority of shares
of Common Stock held by the parties to the Holders Agreement approve the sale of
Holdings (whether by merger, consolidation, sale of all or substantially all of
its assets or the sale of all of its outstanding capital stock) or holders of a
majority of the then outstanding shares of any class or series of the Preferred
Stock held by the parties to the Holders Agreement approve the sale of all of
such class or series of stock, the parties to the Holders Agreement will agree
to sell and will be permitted to sell all of their shares of Common Stock or
Preferred Stock, as the case may be, on the same terms and conditions as such
holders holding a majority of shares of Common Stock or Preferred Stock. The
Holders Agreement provides that, subject to certain exceptions, if Holdings
shall redeem shares of Series A Preferred Stock or Series C Preferred Stock, BRS
or a third party designated by BRS will offer to purchase from the Rotko
Entities a percentage of the Series B Preferred Stock held by them equal to the
aggregate liquidation preference of the Series A Preferred Stock or Series C
Preferred Stock so redeemed (not including any redemption of Series A Preferred
Stock issued as Merger Consideration) divided by the sum of the aggregate
liquidation preference of the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock then outstanding plus the original cost
of the shares of Common Stock then outstanding. The BRS Entities, the
Co-Investors, the Rotko Entities and the Management Stockholders have been
granted the right to participate, or "piggyback," in certain registrations of
Series A Preferred Stock and Series B Preferred Stock by Holdings.
The Holders Agreement contains certain rights of Holdings to repurchase
securities held by each Management Stockholder upon termination of his or her
employment (other than by reason of retirement) with the Company within a
specified period of time after the consummation of the Transactions at formula
prices which will depend in part upon the circumstances of the termination.
67
<PAGE>
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
Holdings is authorized to issue up to 30,000,000 shares of Common Stock. The
holders of Common Stock are entitled to one vote per share on all matters
submitted for action by the stockholders. There is no provision for cumulative
voting with respect to the election of directors. Accordingly, subject to the
provisions of the Holders Agreement, the holders of more than 50% of the shares
of Common Stock are able to elect all of the directors. In such event, the
holders of the remaining shares of Common Stock will not be able to elect any
directors.
Subject to the rights of any holders of outstanding preferred stock of
Holdings, all shares of Common Stock are entitled to share in such dividends as
the Board of Directors of Holdings may from time to time declare from sources
legally available therefor. Subject to the rights of any holders of outstanding
preferred stock of Holdings, upon liquidation or dissolution of Holdings,
whether voluntary or involuntary, all shares of Common Stock are entitled to
share equally in the assets available for distribution to stockholders after
payment of all prior obligations of Holdings.
WARRANTS
Each Warrant, when exercised, entitles the holder thereof to purchase .6474
shares of Common Stock from Holdings, as the Surviving Corporation of the
Merger, at a price (the "Exercise Price") of $0.01 per share. The Exercise Price
and the number of shares of Common Stock issuable upon exercise of a Warrant are
both subject to adjustment in certain cases. The Warrants initially entitle the
holders thereof to acquire, in the aggregate, 91,209 shares of Common Stock.
The Warrants may be exercised at any time after the first anniversary of the
Issue Date; PROVIDED, HOWEVER, that holders of Warrants will be able to exercise
their Warrants only if a shelf registration statement relating to the Common
Stock underlying the Warrants is effective or the exercise of such Warrants is
exempt from the registration requirements of the Securities Act, and such
securities are qualified for sale or exempt from qualification under the
applicable securities laws of the states or other jurisdictions in which such
holders reside. Unless earlier exercised, the Warrants will expire on June 1,
2009 (the "Expiration Date"). Holdings will give notice of expiration not less
than 90 nor more than 120 days prior to the Expiration Date to the registered
holders of the then outstanding Warrants. If Holdings fails to give such notice,
the Warrants will nevertheless expire and become void on the Expiration Date.
At Holdings' option, fractional shares of Common Stock may not be issued
upon exercise of the Warrants. If any fraction of a share of Common Stock would,
except for the foregoing provision, be issuable upon the exercise of any such
Warrants (or specified portion thereof), Holdings will pay an amount in cash
equal to the current market value per share of Common Stock, as determined on
the day immediately preceding the date the Warrant is presented for exercise,
multiplied by such fraction, computed to the nearest whole cent.
Certificates for Warrants have been and will be issued in fully registered
form only. No service charge will be made for registration of transfer or
exchange upon surrender of any Warrant certificate at the office maintained for
that purpose by United States Trust Company of New York, as Warrant Agent.
Holdings may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Warrant certificates.
The holders of unexercised Warrants are not entitled, by virtue of being
such holders, to receive dividends, to vote, to consent, to exercise any
preemptive rights or to receive notice as stockholders of Holdings in respect of
any stockholders meeting for the election of directors of Holdings or any other
purpose, or to exercise any other rights whatsoever as stockholders of Holdings.
68
<PAGE>
In the event a bankruptcy, reorganization or similar proceeding is commenced
by or against Holdings, a bankruptcy court may hold that unexercised Warrants
are executory contracts which may be subject to rejection by Holdings with
approval of the bankruptcy court. As a result, holders of the Warrants may, even
if sufficient funds are available, not be entitled to receive any consideration
or may receive an amount less than they would be entitled to if they had
exercised their Warrants prior to the commencement of any such bankruptcy,
reorganization or similar proceeding.
SERIES A PREFERRED STOCK
Holdings is authorized to issue up to 10,000,000 shares of Series A
Preferred Stock.
RANK. The Series A Preferred Stock, with respect to dividend rights and
rights on liquidation, winding up and dissolution of Holdings, ranks senior to
the Common Stock, the Series B Preferred Stock, the Series C Preferred Stock,
and each other class of capital stock or class or series of preferred stock
issued by Holdings the terms of which specifically provide that such class or
series will rank junior to the Series A Preferred Stock as to dividend
distributions or distributions upon the liquidation, winding up and dissolution
of Holdings (collectively referred to as "Series A Junior Securities"). Although
the Series A Preferred Stock, with respect to dividend rights and rights on
liquidation, ranks senior to Series A Junior Securities issued by Holdings, it
is junior in right of payment to all existing and future indebtedness and
obligations of Holdings.
DIVIDENDS. Each holder of Series A Preferred Stock is entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available therefor, cash dividends on each share of Series A Preferred Stock at
a rate equal to $1.30 per share per annum. All dividends are cumulative, whether
or not earned or declared, accrue on a daily basis from the date of issuance of
Series A Preferred Stock and are payable semi-annually in arrears. Dividends
with respect to the Series A Preferred Stock can only be paid by Holdings to the
extent funds are legally available therefor under the DGCL. The New Credit
Facility and the Indentures do, and any future credit agreements or indentures
to which MEDIQ/PRN or Holdings becomes a party may, restrict the ability of
Holdings to pay cash dividends.
LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation,
dissolution or winding up of Holdings, the holders of all shares of Series A
Preferred Stock then outstanding will be entitled to be paid out of the assets
of Holdings available for distribution to its stockholders an amount in cash
equal to $10.00 per share, plus an amount equal to full cumulative dividends
(whether or not earned or declared) accrued and unpaid thereon, including
additional dividends accrued on such unpaid dividends ("Additional Dividends"),
to the date of final distribution (the "Series A Liquidation Preference") and no
more, before any distribution is made on any Series A Junior Securities. After
payment in full in accordance with the preceding sentence, the holders of the
Series A Preferred Stock shall not be entitled to any further participation in
any distribution in the event of liquidation, dissolution or winding up of the
affairs of Holdings with respect to the shares of Series A Preferred Stock.
OPTIONAL REDEMPTION. Holdings may, at its option, redeem at any time or
from time to time, from any source of funds legally available therefor, in whole
or in part, any or all of the shares of Series A Preferred Stock, at the
redemption prices set forth below, plus an amount equal to full cumulative
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dividends (whether or not earned or declared) accrued and unpaid thereon,
including Additional Dividends, to the redemption date. The redemption prices
for optional redemptions are as follows:
<TABLE>
<CAPTION>
REDEMPTION PRICE
REDEMPTION DATE PER SHARE
- ---------------------------------------------------------------------------- -----------------
<S> <C>
On or before December 31, 1999.............................................. $ 11.00
On or after January 1, 2000
but before January 1, 2002................................................ $ 10.50
On or after January 1, 2002................................................. $ 10.00
</TABLE>
MANDATORY REDEMPTION. All outstanding shares of the Series A Preferred
Stock will be redeemed from funds legally available therefor on December 31,
2011, at a price per share equal to the Series A Liquidation Preference on
December 31, 2011.
VOTING RIGHTS. The holders of Series A Preferred Stock are not entitled or
permitted to vote on any matter required or permitted to be voted upon by the
stockholders of Holdings, except as otherwise required by Delaware law;
provided, that, without the written consent of the holders of a majority of the
outstanding shares of Series A Preferred Stock or the vote of the holders of a
majority of the outstanding shares of Series A Preferred Stock at a meeting of
the holders of Series A Preferred Stock called for such purpose, Holdings will
not (a) create, authorize or issue any other class or series of stock entitled
to a preference prior to Series A Preferred Stock upon any dividend or
distribution or any liquidation, distribution of assets, dissolution or winding
up of Holdings or (b) amend, alter or repeal any provision of Holdings'
Certificate of Incorporation so as to materially adversely affect the relative
rights and preferences of the Series A Preferred Stock. In any case in which the
holders will be entitled to vote, each holder of Series A Preferred Stock will
be entitled to one vote for each share of Series A Preferred Stock held unless
otherwise required by applicable law. Without limiting the generality of the
foregoing, in no event are holders of Series A Preferred Stock entitled to vote
(individually or as a class) on any merger or consolidation involving Holdings,
any sale of all or substantially all of the assets of Holdings or any similar
transaction. The BRS Entities own a majority of the outstanding shares of Series
A Preferred Stock.
NO RIGHT OF CONVERSION OR EXCHANGE. The holders of Series A Preferred Stock
do not have any rights to convert such shares into or exchange such shares for
shares of any other class or classes or of any other series of any class or
classes of capital stock of Holdings.
NO PREEMPTIVE RIGHTS. Except as provided in the Holders Agreement, no
holder of Series A Preferred Stock possesses any preemptive rights to subscribe
or acquire any unissued shares of capital stock of Holdings (whether now or
hereafter authorized) or securities of Holdings convertible into or carrying a
right to subscribe to or acquire shares of capital stock of Holdings.
SERIES B PREFERRED STOCK
Holdings is authorized to issue up to 5,000,000 shares of Series B Preferred
Stock.
RANK. The Series B Preferred Stock, with respect to dividend rights and
rights on liquidation, winding up and dissolution of Holdings, ranks junior to
the Series A Preferred Stock and senior to the Series C Preferred Stock.
Although the Series B Preferred Stock, with respect to dividend rights and
rights on liquidation, ranks senior to Series C Preferred Stock issued by
Holdings, it is junior in right of payment to all existing and future
indebtedness and obligations of Holdings.
DIVIDENDS. Each holder of Series B Preferred Stock is entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available therefor, cash dividends on each share of Series B Preferred Stock at
a rate equal to $1.325 per share per annum. All dividends are cumulative and
compounding, whether or not earned or declared, accrue on a daily basis from the
date of issuance
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of Series B Preferred Stock and are payable semi-annually in arrears. Dividends
with respect to the Series B Preferred Stock can only be paid by Holdings to the
extent funds are legally available therefor under the DGCL. The New Credit
Facility and the Indentures do, and any future credit agreements or indentures
to which MEDIQ/PRN or Holdings becomes a party may, restrict the ability of
Holdings to pay cash dividends.
LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation,
dissolution or winding up of Holdings, the holders of all shares of Series B
Preferred Stock then outstanding will be entitled to be paid out of the assets
of Holdings available for distribution to its stockholders an amount in cash
equal to $10.00 per share, plus an amount equal to full cumulative dividends
(whether or not earned or declared) accrued and unpaid thereon, including
additional dividends, to the date of final distribution, after distributions are
made on the Series A Preferred Stock and before any distribution is made on any
Series C Preferred Stock. After payment in full in accordance with the preceding
sentence, the holders of the Series B Preferred Stock shall not be entitled to
any further participation in any distribution in the event of liquidation,
dissolution or winding up of the affairs of Holdings with respect to the shares
of Series B Preferred Stock.
NO MANDATORY REDEMPTION. Holdings is not required to mandatorily redeem the
shares of Series B Preferred Stock.
VOTING RIGHTS. The holders of Series B Preferred Stock are not entitled or
permitted to vote on any matter required or permitted to be voted upon by the
stockholders of Holdings, except as otherwise required by Delaware law.
NO RIGHT OF CONVERSION OR EXCHANGE. The holders of Series B Preferred Stock
do not have any rights to convert such shares into or exchange such shares for
shares of any other class or classes or of any other series of any class or
classes of capital stock of Holdings.
NO PREEMPTIVE RIGHTS. Except as provided in the Holders Agreement, no
holder of Series B Preferred Stock possesses any preemptive rights to subscribe
or acquire any unissued shares of capital stock of Holdings (whether now or
hereafter authorized) or securities of Holdings convertible into or carrying a
right to subscribe to or acquire shares of capital stock of Holdings.
SERIES C PREFERRED STOCK
Holdings is authorized to issue up to 5,000,000 shares of Series C Preferred
Stock.
RANK. The Series C Preferred Stock, with respect to dividend rights and
rights on liquidation, winding up and dissolution of Holdings, ranks junior to
the Series A Preferred Stock and the Series B Preferred Stock. The Series C
Preferred Stock is also junior in right of payment to all existing and future
indebtedness and obligations of Holdings.
DIVIDENDS. Each holder of Series C Preferred Stock is entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available therefor, cash dividends on each share of Series C Preferred Stock at
a rate equal to $1.35 per share per annum. All dividends are cumulative and
compounding, whether or not earned or declared, accrue on a daily basis from the
date of issuance of Series C Preferred Stock and are payable semi-annually in
arrears. Dividends with respect to the Series C Preferred Stock can only be paid
by Holdings to the extent funds are legally available therefor under the DGCL.
The New Credit Facility and the Indentures do, and any future credit agreements
or indentures to which MEDIQ/PRN or Holdings becomes a party may, restrict the
ability of Holdings to pay cash dividends.
LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation,
dissolution or winding up of Holdings, the holders of all shares of Series C
Preferred Stock then outstanding will be entitled to
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be paid out of the assets of Holdings available for distribution to its
stockholders an amount in cash equal to $10.00 per share, plus an amount equal
to full cumulative dividends (whether or not earned or declared) accrued and
unpaid thereon, including additional dividends, to the date of final
distribution, after distributions are made on the Series A Preferred Stock and
the Series B Preferred Stock (the "Series C Liquidation Preference"). After
payment in full in accordance with the preceding sentence, the holders of the
Series C Preferred Stock shall not be entitled to any further participation in
any distribution in the event of liquidation, dissolution or winding up of the
affairs of Holdings with respect to the shares of Series C Preferred Stock.
NO RIGHT OF CONVERSION OR EXCHANGE. The holders of Series C Preferred Stock
do not have any rights to convert such shares into or exchange such shares for
shares of any other class or classes or of any other series of any class or
classes of capital stock of Holdings.
NO PREEMPTIVE RIGHTS. Except as provided in the Holders Agreement, no
holder of Series C Preferred Stock possesses any preemptive rights to subscribe
or acquire any unissued shares of capital stock of Holdings (whether now or
hereafter authorized) or securities of Holdings convertible into or carrying a
right to subscribe to or acquire shares of capital stock of Holdings.
OPTIONAL REDEMPTION. Holdings may, at its option, redeem at any time or
from time to time, from any source of funds legally available therefor, in whole
or in part, any or all of the shares of Series C Preferred Stock, at $10.00 in
cash per share, plus an amount equal to full cumulative dividends (whether or
not earned or declared) accrued and unpaid thereon to the redemption date.
MANDATORY REDEMPTION. All outstanding shares of the Series C Preferred
Stock will be redeemed from funds legally available therefor on December 31,
2012 at a price per share equal to the Series C Liquidation Preference on
December 31, 2012.
VOTING RIGHTS. The holders of Series C Preferred Stock are not entitled or
permitted to vote on any matter required or permitted to be voted upon by the
stockholders of Holdings, except as otherwise required by Delaware law.
OTHER PREFERRED STOCK
In addition to the Preferred Stock, Holdings' Certificate of Incorporation
authorizes the issuance of 20,000,000 shares of preferred stock, par value $.01
per share. Such shares of preferred stock may be issued by the Board of
Directors of Holdings from time to time in one or more series with such
preferences, terms and rights as the Board of Directors may determine without
further action by the stockholders of Holdings. Accordingly, the Board of
Directors has the power to fix the dividend rate and to establish the
provisions, if any, relating to dividends, voting rights, redemption rates,
sinking funds, liquidation preferences and conversion rights for any series of
preferred stock issued in the future. The issuance of such preferred stock may
have the effect of delaying, deferring or preventing a change in control of
Holdings without further action by the stockholders.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIPS AND TRANSACTIONS WITH OFFICERS AND DIRECTORS
H. Scott Miller and Michael F. Sandler, both directors of Holdings who
resigned their positions upon consummation of the Transactions, served as
directors of MHM until they resigned from such positions in January 1997. MHM is
indebted to Holdings under the MHM Note. As of January 27, 1998, the outstanding
principal amount of the MHM Note (plus accrued interest) was $10,477,776. The
MHM Note bears interest at a rate of prime plus 1.5%. In addition, MHM is
indebted to Holdings for approximately an additional $390,000 that is not
represented by the MHM Note. MHM made payments to Holdings with respect to
principal and interest payments as well as professional fees totaling $601,000
in 1997. The Rotko 1983 Trusts and certain other trusts established by Bernard
B. Rotko of which Bessie G. Rotko is the income beneficiary together own 907,000
shares of the common stock of MHM. Certain other trusts established by Bernard
B. Rotko for the benefit of certain grandchildren hold approximately 15,000
shares of the common stock of MHM.
In February 1997, Holdings was sued in the Superior Court of New Jersey by
MHM. The suit challenged the validity of the MHM Note. In addition, beginning in
February 1997, MHM stopped making the required monthly installments on the MHM
Note and, therefore, Holdings gave notice to MHM of its default on the MHM Note
and declared all sums outstanding under the MHM Note to be immediately due and
payable. In September 1997, as a result of continued deterioration of MHM's
financial condition, the Company recorded a reserve for the remaining balance of
the MHM Note, which had been partially reserved in 1996, and accrued interest on
the MHM Note. In October 1997, Holdings filed a motion for summary judgment
against MHM. In November 1997, the Court granted summary judgment in favor of
the Company against MHM on all counts. Specifically, the Court ruled that the
MHM Note was valid and enforceable. The Court also rejected MHM's request for a
stay pending appeal. On April 17, 1998, the Court entered a Final Damage Order
in favor of the Company in the approximate amount of $11.8 million. In July
1998, the Company reached a settlement with MHM which called for MHM to pay the
Company $3.0 million in cash in full satisfaction of all amounts due the
Company. The Company received the cash in July 1998. See "Business--Legal
Proceedings."
Mr. Sandler served as a director of NutraMax until he resigned from such
position in December 1996. In December 1996, the Company sold to NutraMax all of
the 4,037,258 shares of NutraMax Common Stock owned by the Company at a price of
$9.00 per share. The Company received from NutraMax $19.9 million in cash and
the NutraMax Note in the amount of $16.4 million. As of September 30, 1997, the
outstanding balance of the NutraMax Note was $5.9 million. In addition, the
Company received payments from NutraMax of $7,000 in 1997 for professional
service fees. See "Management's Discussions and Analysis of Financial Condition
and Results of Operations--Results of Operations."
Sheldon M. Bonovitz and H. Scott Miller, both directors of Holdings who
resigned their positions upon consummation of the Transactions, served as
directors of PCI until they resigned from such positions in October 1996. In
fiscal 1997, in connection with the acquisition of PCI by Cardinal, the
Company's interest in PCI was converted into shares of common stock of Cardinal
with a market value of approximately $79.2 million based on the closing price on
October 11, 1996. The Company sold its Cardinal shares in January 1997 for
approximately $88.4 million and used the proceeds to refinance debt.
Until February 1997, Michael J. Rotko was a partner in the law firm of
Drinker Biddle & Reath LLP, which provided legal services to the Company during
fiscal 1997 and in prior years. The Company was not charged by Drinker Biddle &
Reath for any of Mr. Rotko's time on Company matters.
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Mr. Bonovitz is Chairman of, and a partner in, the law firm of Duane, Morris
& Heckscher LLP, which provided legal services to the Company and Mr. Rotko
during fiscal 1997.
BRS MANAGEMENT AGREEMENT; CERTAIN FEES PAYABLE TO BRS AND CO-INVESTORS
Upon consummation of the Transactions, Holdings paid the Sponsor, FFT and
Galen Associates a closing fee of $6.0 million in the aggregate. In addition,
MEDIQ/PRN entered into a management services agreement (the "BRS Management
Agreement") with the Sponsor, FFT and Galen Associates pursuant to which the
Sponsor, FFT and Galen Associates will be paid the greater of $1.0 million per
year or 1.5% of EBITDA for such year, in the aggregate, for certain management,
business and organizational strategy and merchant and investment banking
services rendered to the Company. The amount of the annual management fee may be
increased under certain circumstances based upon performance or other criteria
to be established by the Board of Directors of MEDIQ/PRN.
PAYMENT OF PREVIOUSLY DEFERRED COMPENSATION
Under the terms of the Company's deferred compensation plan, approximately
$1.6 million of previously deferred employee compensation became payable upon
consummation of the Merger to certain former members of senior management of the
Company who have previously deferred such compensation. Deferred compensation
will be paid to employees only at their election.
ADDITIONAL PURCHASES OF COMMON STOCK
Effective September 3, 1998, the Management Stockholders purchased shares of
Common Stock, representing approximately 6.1% of the outstanding Common Stock on
a fully diluted basis, at the same per share price as the shares of common stock
of MQ sold to the BRS Entities and the Co-Investors pursuant to the Equity
Contribution. Such Common Stock so acquired by an employee of the Company is
subject to repurchase by Holdings if such employee resigns or is terminated at
any time during the five years after the date of such acquisition. The number of
shares subject to Holdings' repurchase option and the price at which such shares
may be repurchased are subject to a variety of factors, including whether the
employee is terminated for cause or without cause and at what point over the
five-year period a resignation or termination occurs.
It is also expected that certain employees of the Company will be provided
with an opportunity to receive non-qualified options (the "New Options") to
purchase shares of Common Stock, representing approximately 5.0% of the
outstanding Common Stock on a fully diluted basis, at a price per share equal to
the price per share at which the shares of common stock of MQ were sold to the
BRS Entities and the Co-Investors pursuant to the Equity Contribution. Such
employees will have the opportunity to acquire one-fifth of the New Options
during each year of the five-year period beginning with the consummation of the
Merger. For each such year, the opportunity to receive any New Option will be
subject to the Company's achievement of certain financial performance goals. In
certain circumstances, such persons will have the right to immediately receive
any unissued or unvested New Options regardless of whether such performance
goals have been met.
INDEMNIFICATION RIGHTS UNDER THE MERGER AGREEMENT
Pursuant to the Merger Agreement, Holdings is obligated, for a period of six
years after the Effective Time, to indemnify directors and officers of Holdings
and its subsidiaries and, subject to certain limitations, to maintain directors'
and officers' liability insurance substantially similar to that currently in
effect.
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DESCRIPTION OF CERTAIN INDEBTEDNESS
The following is a summary of certain indebtedness of the Company. To the
extent such summary contains descriptions of the indentures governing the
Exchangeable Debentures or the Notes, or the New Credit Facility and other loan
documents, such descriptions do not purport to be complete and are qualified in
their entirety by reference to such documents.
EXCHANGEABLE DEBENTURES
In July 1993, Holdings issued an aggregate of $34.5 million principal amount
of Exchangeable Debentures pursuant to an indenture dated as of July 30, 1993
(the "Exchangeable Debenture Indenture") between Holdings and First Fidelity
Bank, N.A. Pennsylvania ("First Fidelity"), as trustee. The Exchangeable
Debentures mature on July 15, 2003 and are exchangeable into shares of NutraMax
Common Stock at any time before the close of business on such date. Interest on
the Exchangeable Debentures accrues and is payable at the rate of 7 1/2% per
annum and is payable semiannually. The Exchangeable Debentures are general
unsecured obligations of Holdings and are subordinated to all existing and
future Senior Indebtedness (as defined in the Exchangeable Debenture Indenture)
of Holdings.
Approximately $10.1 million in principal amount of the Exchangeable
Debentures was outstanding at the time of the Merger. The Merger resulted in a
"Change of Control" under the Exchangeable Debentures, and Holdings was required
by the terms of the Exchangeable Debentures to notify holders thereof of their
right to require Holdings to purchase the Exchangeable Debentures at 100% of
their principal amount plus accrued interest. Holders of approximately $9.6
million in principal amount of the Exchangeable Debentures tendered their
Exchangeable Debentures for purchase by Holdings. Accordingly, approximately
$500,000 in principal amount of the Exchangeable Debentures is currently
outstanding.
Pursuant to an Escrow Agreement dated as of July 30, 1993 between Holdings
and First Fidelity, 2,254,902 shares of NutraMax Common Stock were deposited by
Holdings in escrow with First Fidelity in support of Holdings' exchange
obligations under the Exchangeable Debentures. On December 31, 1996, the Company
sold to NutraMax all of the shares of NutraMax Common Stock owned by the Company
pursuant to an agreement under which the Company received cash and an interest
bearing note secured by a $5.9 million letter of credit. In the event the
Exchangeable Debentures are exchanged into shares of NutraMax Common Stock, the
amount of the note, which as of December 31, 1997 was $5.9 million, will be
reduced on a pro rata basis. The note is payable when the shares of NutraMax
Common Stock held in escrow in support of the Exchangeable Debentures are
delivered to NutraMax upon release from escrow. All but 33,595 of the shares of
NutraMax Common Stock were released from escrow upon the purchase of
Exchangeable Debentures by the Company following the Merger. Accordingly,
Holdings received approximately $5.6 million in cash in respect of the NutraMax
note in July 1998.
NEW CREDIT FACILITY
In order to finance a portion of the cash consideration paid pursuant to the
Merger, the Company's existing credit facility (the "Existing Credit Facility")
with a syndicate of banks led by Banque Nationale de Paris ("BNP") was replaced
by the $325.0 million New Credit Facility.
The New Credit Facility consists of three facilities: (i) an eight-year
senior secured term loan facility in an aggregate principal amount equal to
$200.0 million (the "Term Loan Facility"); (ii) a six-year revolving credit
facility in an aggregate principal amount not to exceed $50.0 million (the
"Revolving Credit Facility"); and (iii) a six-year senior secured acquisition
facility in an aggregate principal amount not to exceed $75.0 million (the
"Acquisition Facility"). Loans made under the Term Loan Facility are referred to
herein as "Term Loans," advances made under the Revolving Credit Facility are
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referred to herein as "Revolving Loans" and loans made under the Acquisition
Facility are referred to herein as "Acquisition Loans."
Term Loans in an aggregate principal amount of $200.0 million were drawn on
the closing date of the New Credit Facility in connection with the Transactions
and the consummation of the CHI Acquisition. Subject to compliance with
customary conditions precedent, Revolving Loans will be available at any time
prior to the final maturity of the Revolving Credit Facility. Amounts repaid
under the Revolving Credit Facility may be reborrowed prior to the final
maturity of the Revolving Credit Facility, provided that availability
requirements are met. Letters of credit will be available and mature at any time
before the sixtieth business day prior to the final maturity of the Revolving
Credit Facility. Subject to compliance with customary conditions precedent and
maximum ratios, both before and after making any acquisition, of pro forma
funded debt to consolidated EBITDA (as such term is defined under the New Credit
Facility) and pro forma senior debt to consolidated EBITDA (as such term is
defined under the New Credit Facility), Acquisition Loans will be available for
up to eighteen months following the execution and delivery of the New Credit
Facility, after which time (the "Conversion Date") the Acquisition Facility
shall convert to an amortizing Term Loan. Amounts repaid under the Acquisition
Facility may not be reborrowed.
All obligations of MEDIQ/PRN under the New Credit Facility are
unconditionally guaranteed (the "Facility Guaranties") by each existing and each
subsequently acquired or organized domestic and, to the extent no adverse tax
consequences would result, foreign subsidiary of MEDIQ/PRN (the "Facility
Guarantors"). The New Credit Facility and the related guarantees are secured by
substantially all the assets of MEDIQ/PRN and each Facility Guarantor, including
but not limited to (i) a first priority pledge of all the capital stock of each
Facility Guarantor and (ii) perfected first priority security interests in, and
mortgages on, substantially all tangible and intangible assets of MEDIQ/PRN and
each Facility Guarantor.
Borrowings under the New Credit Facility bear interest at a floating rate
based upon, at MEDIQ/ PRN's option, (i) the higher of the prime rate of BNP, or
the federal funds effective rate plus 0.5%, plus, in the case of the Term Loans,
a margin equal to 1.5%, and in the case of the Revolving Loans and the
Acquisition Loans, a margin equal to 1.0%, or (ii) the London Interbank Offered
Rate ("LIBOR") plus, in the case of the Term Loans, a margin equal to 2.75%, and
in the case of the Revolving Loans and the Acquisition Loans, a margin equal to
2.25%. MEDIQ/PRN may elect interest periods of one, two, three or six months for
LIBOR borrowings. Interest shall be payable at the end of each interest period
and, in any event, at least every three months.
In addition to paying interest on outstanding principal under the New Credit
Facility, MEDIQ/ PRN is required to pay a commitment fee to the Senior Lenders
equal to 0.5% per annum of the undrawn portion of the commitments in respect of
the facilities (subject to adjustment as set forth below), commencing to accrue
upon the execution and delivery of the New Credit Facility and payable quarterly
in arrears and upon the termination of any commitment, in each case for the
actual number of days elapsed in a 360-day year. The New Credit Facility
contains provisions under which commitment fees and margins on interest rates
under the facilities will be adjusted in increments based on performance goals
to be agreed upon.
The Term Loans will amortize on a quarterly basis commencing September 30,
1999 and be payable in installments under a schedule contained in the New Credit
Facility. Principal amounts outstanding under the Revolving Credit Facility will
be due and payable in full at maturity. Principal amounts outstanding under the
Acquisition Facility at the Conversion Date will amortize on a quarterly basis
and be payable in installments under a schedule contained in the New Credit
Facility. The Term Loans, Revolving Loans and Acquisition Loans are subject to
mandatory prepayments and reductions in the event of certain extraordinary
transactions or issuances of debt and equity by MEDIQ/PRN or any Facility
Guarantor. Such loans are also required to be prepaid with 75% of the Excess
Cash Flow
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(as such term is defined in the New Credit Facility) of MEDIQ/PRN or, if the
Company's ratio of funded debt to pro forma EBITDA for the preceding 12-month
period is less than 5.0 to 1.0, 50% of such Excess Cash Flow.
The New Credit Facility contains representations and warranties, covenants,
events of default and other provisions customary for credit facilities of this
type. MEDIQ/PRN has paid the Senior Lenders certain syndication and
administration fees, reimburse certain expenses and provide certain indemnities,
in each case which are customary for credit facilities of this type.
At June 30, 1998, pursuant to the terms of the New Credit Facility and/or
the Indentures, the availability under the Revolving Credit Facility and the
Acquisition Facility was limited to $25.9 million and $50.0 million,
respectively.
NOTES
On May 29, 1998, MEDIQ/PRN issued $190.0 million aggregate principal amount
of Notes pursuant to the Note Offering. The Notes were issued pursuant to an
indenture dated as of May 15, 1998 (the "Note Indenture") among MEDIQ/PRN, the
Subsidiary Guarantors (as defined in the Note Indenture) and USTC, as Trustee.
The net proceeds of the Note Offering, together with the net proceeds of the
Unit Offering and certain other funds, were used to pay the net cash portion of
the Merger Consideration, effect the Refinancing and pay related fees and
expenses. See "The Transactions."
The Notes mature on June 1, 2008. Interest on the Notes accrues and is
payable at a rate of 11% per annum and is payable semiannually on June 1 and
December 1 of each year commencing December 1, 1998. The Notes are general
unsecured obligations of MEDIQ/PRN, and are subordinated in right of payment to
all existing and future Senior Indebtedness (as defined in the Note Indenture)
of MEDIQ/PRN, including MEDIQ/PRN's obligations under the New Credit Facility;
the Notes rank PARI PASSU to all future senior subordinated indebtedness of
MEDIQ/PRN. The Notes are fully and unconditionally guaranteed, jointly and
severally, on an unsecured senior subordinated basis by the Subsidiary
Guarantors. Each Subsidiary Guaranty (as defined in the Note Indenture) is
subordinated to all existing and future Senior Indebtedness of the respective
Subsidiary Guarantor, including the guarantee by such Subsidiary Guarantor of
MEDIQ/PRN's obligations under the New Credit Facility.
The Notes are not redeemable at the option of MEDIQ/PRN prior to June 1,
2003, except that until June 1, 2001 MEDIQ/PRN may redeem, at its option, up to
25% of the original principal amount of the Notes at a redemption price
(expressed as a percentage of principal amount) of 111%, plus accrued and unpaid
interest, with the net proceeds of one or more Public Equity Offerings (as
defined in the Note Indenture) following which there is a Public Market (as
defined in the Note Indenture) if at least $142.5 million aggregate principal
amount of the Notes remains outstanding after any such redemption. On or after
June 1, 2003, the Notes may be redeemed at the option of MEDIQ/PRN, in whole or
in part, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest, if redeemed during the 12
months beginning June 1 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ------------------------------------------------------------------ -----------
<S> <C>
2003.............................................................. 105.500%
2004.............................................................. 103.667
2005.............................................................. 101.834
2006 and thereafter............................................... 100.000
</TABLE>
Upon a Change of Control (as defined in the Note Indenture), each holder of
Notes may require MEDIQ/PRN to repurchase all or any portion of such holder's
Notes at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest. The Note Indenture contains
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certain covenants that, among other things, limit (i) the incurrence of
additional debt by MEDIQ/PRN and certain of its subsidiaries, (ii) the payment
of dividends on capital stock of MEDIQ/PRN and the purchase, redemption or
retirement of capital stock or subordinated indebtedness, (iii) investments,
(iv) certain transactions with affiliates, (v) sales of assets, including
capital stock of subsidiaries, and (vi) certain consolidations, mergers and
transfers of assets. The Note Indenture also prohibits certain restrictions on
distributions from certain subsidiaries. All of these limitations and
prohibitions, however, are subject to a number of important qualifications.
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DESCRIPTION OF THE DEBENTURES
GENERAL
The Debentures were issued under an indenture dated as of May 15, 1998 (the
"Debenture Indenture") between Holdings and United States Trust Company of New
York, as Trustee (the "Debenture Trustee" and, together with the Note Trustee,
the "Trustees").
The following is a summary of certain provisions of the Debenture Indenture
and the Debentures, a copy of which Debenture Indenture and the form of
Debentures is available upon request to Holdings at the address set forth under
"Available Information." The following summary of certain provisions of the
Debenture Indenture and the Debentures does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of the Debenture Indenture and the Debentures, including the definitions of
certain terms therein and those terms made a part thereof by the Trust Indenture
Act of 1939, as amended. For purposes of this summary, the term "Holdings"
refers only to MEDIQ Incorporated, Inc. and not to any of its subsidiaries. The
definitions of certain terms used in the following summary are set forth below
under "--Certain Definitions."
The Debentures are issued only in fully registered form, without coupons, in
denominations of $1,000 principal amount at maturity and any integral multiple
of $1,000. No service charge shall be made for any registration of transfer or
exchange of Debentures, but Holdings may require payment of a sum sufficient to
cover any transfer tax or other similar governmental charge payable in
connection therewith.
TERMS OF THE DEBENTURES
The Debentures are unsecured senior obligations of Holdings, limited to
$140.9 million aggregate principal amount at maturity, and will mature on June
1, 2009. Except as described under "Registered Exchange Offer; Registration
Rights," no cash interest will accrue on the Debentures prior to June 1, 2003,
although for U.S. Federal income tax purposes a significant amount of OID will
be recognized by a Holder as such discount accrues. See "Certain U.S. Federal
Income Tax Considerations" for a discussion regarding the taxation of such OID.
Cash interest will accrue on the Debentures at the rate per annum shown on the
front cover of this Prospectus from June 1, 2003, or from the most recent date
to which interest has been paid or provided for, payable semiannually on June 1
and December 1 of each year, commencing December 1, 2003 to holders of record at
the close of business on the May 15 or November 15 immediately preceding the
interest payment date. Holdings will pay interest on overdue principal at 1% per
annum in excess of such rate, and it will pay interest on overdue installments
of interest at such higher rate to the extent lawful.
The interest rate on the Debentures is subject to increase in certain
circumstances if certain conditions are not satisfied, all as further described
under "The Exchange Offers--Purpose and Effect."
OPTIONAL REDEMPTION
Except as set forth in the following paragraph, the Debentures are not be
redeemable at the option of Holdings prior to June 1, 2003. Thereafter, the
Debentures will be redeemable, at Holdings' option, in whole or in part, at any
time or from time to time, upon not less than 30 nor more than 60 days' prior
notice mailed by first-class mail to each Holder's registered address, at the
following redemption prices (expressed in percentages of principal amount at
maturity), plus accrued and unpaid interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record
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date to receive interest due on the relevant interest payment date), if redeemed
during the 12-month period commencing on June 1 of the years set forth below:
<TABLE>
<CAPTION>
REDEMPTION
PERIOD PRICE
- ------------------------------------------------------------------------------------- -----------
<S> <C>
2003................................................................................. 106.500%
2004................................................................................. 104.333
2005................................................................................. 102.167
2006 and thereafter.................................................................. 100.000
</TABLE>
In addition, at any time and from time to time prior to June 1, 2001,
Holdings may redeem in the aggregate up to 25% of the Accreted Value of the
Debentures with the proceeds of one or more Public Equity Offerings following
which there is a Public Market, at a redemption price (expressed as a percentage
of Accreted Value) of 113% plus accrued interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); PROVIDED, HOWEVER,
that at least $105.6 million aggregate principal amount at maturity of the
Debentures remains outstanding after each such redemption.
In the case of any partial redemption, selection of the Debentures for
redemption will be made by the Debenture Trustee on a pro rata basis, by lot or
by such other method as the Debenture Trustee in its sole discretion shall deem
to be fair and appropriate, although no Debenture of $1,000 in original
principal amount at maturity or less shall be redeemed in part. If any Debenture
is to be redeemed in part only, the notice of redemption relating to such
Debenture shall state the portion of the principal amount thereof to be
redeemed. A new Debenture in principal amount at maturity equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancelation of the original Debenture.
RANKING
The indebtedness evidenced by the Debentures is unsecured senior obligations
of Holdings, which rank PARI PASSU in right of payment with all existing and
future senior indebtedness of Holdings and will rank senior in right of payment
to all future subordinated indebtedness of Holdings.
As of June 30, 1998, Holdings had no other senior indebtedness outstanding.
All the operations of Holdings are conducted through its subsidiaries.
Claims of creditors of such subsidiaries, including trade creditors, secured
creditors and creditors holding indebtedness (including the Notes) and
guarantees issued by such subsidiaries, and claims of preferred stockholders (if
any) of such subsidiaries generally will have priority with respect to the
assets and earnings of such subsidiaries over the claims of creditors of
Holdings, including holders of the Debentures, even if such obligations do not
constitute Senior Indebtedness. The Debentures, therefore, are effectively
subordinated to creditors (including trade creditors) and preferred stockholders
(if any) of subsidiaries of Holdings. As of June 30, 1998, the total liabilities
of Holdings' subsidiaries was approximately $441.0 million, including
indebtedness under the Credit Agreement, trade payables and the Notes. Although
the Debenture Indenture limits the incurrence of Indebtedness and preferred
stock of certain of Holdings' subsidiaries, such limitation is subject to a
number of significant qualifications. Moreover, the Debenture Indenture does not
impose any limitation on the incurrence by such subsidiaries of liabilities that
are not considered Indebtedness or Preferred Stock under the Debenture
Indenture. See "--Certain Covenants-- Limitation on Indebtedness."
CHANGE OF CONTROL
Upon the occurrence of any of the following events (each a "Change of
Control"), each Holder shall have the right to require that Holdings repurchase
all or any part of such Holder's Debentures at a purchase price in cash equal to
101% of the Accreted Value thereof on the date of purchase plus
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accrued and unpaid interest, if any, to the date of purchase (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date):
(i) prior to the first public offering of common stock of Holdings, the
Permitted Holders cease to be the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a
majority in the aggregate of the total voting power of the Voting Stock of
Holdings, whether as a result of issuance of securities of Holdings, any
merger, consolidation, liquidation or dissolution of Holdings, any direct or
indirect transfer of securities by Holdings or otherwise (for purposes of
this clause (i) and clauses (ii) and (iv) below, the Permitted Holders shall
be deemed to beneficially own any Voting Stock of any Person (the "specified
entity") held by any other Person (the "parent entity") so long as the
Permitted Holders beneficially own (as so defined), directly or indirectly,
in the aggregate a majority of the voting power of the Voting Stock of the
parent entity);
(ii) following the first public offering of common stock of Holdings,
any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders, is or becomes the
beneficial owner (as defined in clause (i) above, except that for purposes
of this clause (ii) such person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 35% of the total voting power of
the Voting Stock of Holdings; PROVIDED, HOWEVER, that the Permitted Holders
beneficially own (as defined in clause (i) above), directly or indirectly,
in the aggregate a lesser percentage of the total voting power of the Voting
Stock of Holdings than such other person and do not have the right or
ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors (for the purposes of this
clause (ii), such other person shall be deemed to beneficially own any
Voting Stock of a specified entity held by a parent entity, if such other
person is the beneficial owner (as defined in this clause (ii)), directly or
indirectly, of more than 35% of the voting power of the Voting Stock of such
parent entity and the Permitted Holders beneficially own (as defined in
clause (i) above), directly or indirectly, in the aggregate a lesser
percentage of the voting power of the Voting Stock of such parent entity and
do not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the board of directors of such
parent entity);
(iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with
any new directors (A) whose election by such Board of Directors or whose
nomination for election by the stockholders of Holdings was approved by a
vote of a majority of the directors of Holdings then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved or (B) who are designees
of one or more Permitted Holders) cease for any reason to constitute a
majority of the Board of Directors then in office; or
(iv) the merger or consolidation of Holdings with or into another Person
or the merger of another Person with or into Holdings, or the sale of all or
substantially all the assets of Holdings to another Person (other than a
Person that is controlled by the Permitted Holders), and, in the case of any
such merger or consolidation, the securities of Holdings that are
outstanding immediately prior to such transaction and which represent 100%
of the aggregate voting power of the Voting Stock of Holdings are changed
into or exchanged for cash, securities or property, unless pursuant to such
transaction such securities are changed into or exchanged for, in addition
to any other consideration, securities of the surviving corporation that
represent immediately after such transaction, at least a majority of the
aggregate voting power of the Voting Stock of the surviving corporation.
Within 30 days following any Change of Control, Holdings shall mail a notice
to each Holder with a copy to the Debenture Trustee (the "Change of Control
Offer") stating: (1) that a Change of Control
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has occurred and that such Holder has the right to require Holdings to purchase
such Holder's Debentures at a purchase price in cash equal to 101% of the
Accreted Value thereof on the date of purchase plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of holders of record on
the relevant record date to receive interest on the relevant interest payment
date); (2) the circumstances and relevant facts regarding such Change of
Control; (3) the repurchase date (which shall be no earlier than 30 days nor
later than 60 days from the date such notice is mailed); and (4) the procedures
determined by Holdings, consistent with the covenant described hereunder, that a
Holder must follow in order to have its Debentures purchased.
Holdings will not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Debenture Indenture applicable to a Change of Control Offer made by
Holdings and purchases all Debentures validly tendered and not withdrawn under
such Change of Control Offer.
Holdings shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Debentures pursuant to this covenant
described hereunder. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
Holdings shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the covenant
described hereunder by virtue thereof.
The definition of "Change of Control" includes, among other transactions, a
disposition of all or substantially all of the property and assets of Holdings
and its Subsidiaries. With respect to the disposition of property or assets, the
phrase "all or substantially all" as used in the Debenture Indenture varies
according to the facts and circumstances of the subject transaction, has no
clearly established meaning under New York law (which is the choice of law under
the Debenture Indenture) and is subject to judicial interpretation. Accordingly,
in certain circumstances there may be a degree of uncertainty in ascertaining
whether a particular transaction would involve a disposition of "all or
substantially all" of the property or assets of a Person, and, therefore, it may
be unclear as to whether a Change of Control has occurred and whether Holdings
is required to make an offer to repurchase the Debentures as described above.
The Change of Control purchase feature is a result of negotiations between
Holdings and the Initial Purchasers. Management has no present intention to
engage in a transaction involving a Change of Control, although it is possible
that Holdings would decide to do so in the future. Subject to the limitations
discussed below, Holdings could, in the future, enter into certain transactions,
including acquisitions, refinancings or other recapitalizations, that would not
constitute a Change of Control under the Debenture Indenture, but that could
increase the amount of indebtedness outstanding at such time or otherwise affect
Holdings' capital structure or credit ratings. Restrictions on the ability of
Holdings to incur additional Indebtedness are contained in the covenants
described under "--Certain Covenants--Limitation on Indebtedness," "--Limitation
on Liens" and "--Limitation on Sale/Leaseback Transactions." Such restrictions
can only be waived with the consent of the holders of a majority in principal
amount at maturity of the Debentures then outstanding. Except for the
limitations contained in such covenants, however, the Debenture Indenture does
not contain any covenants or provisions that may afford holders of the
Debentures protection in the event of a highly leveraged transaction.
Future indebtedness of Holdings may contain prohibitions on the occurrence
of certain events that would constitute a Change of Control or require such
indebtedness to be repurchased upon a Change of Control. Moreover, the exercise
by the holders of their right to require Holdings to repurchase the Debentures
could cause a default under such indebtedness, even if the Change of Control
itself does not, due to the financial effect of such repurchase on Holdings.
Finally, Holdings' ability to pay cash to
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the holders of Debentures following the occurrence of a Change of Control may be
limited by Holdings' then existing financial resources. There can be no
assurance that sufficient funds will be available when necessary to make any
required repurchases. The provisions under the Debenture Indenture relative to
Holdings' obligation to make an offer to repurchase the Debentures as a result
of a Change of Control may be waived or modified with the written consent of the
holders of a majority in principal amount at maturity of the Debentures.
CERTAIN COVENANTS
The Debenture Indenture contains covenants including, among others, the
following:
LIMITATION ON INDEBTEDNESS. (a) Holdings shall not, and shall not permit
any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;
PROVIDED, HOWEVER, that Holdings and its Restricted Subsidiaries may Incur
Indebtedness if, on the date of such Incurrence and after giving effect thereto,
the Consolidated Coverage Ratio exceeds 1.80 to 1 if such Indebtedness is
Incurred prior to June 1, 2000 or 2.00 to 1 if such Indebtedness is Incurred
thereafter.
(b) Notwithstanding the foregoing paragraph (a), Holdings and its Restricted
Subsidiaries may Incur any or all of the following Indebtedness:
(1) Indebtedness Incurred by MEDIQ/PRN or any Restricted Subsidiary of
MEDIQ/PRN pursuant to any Revolving Credit Facility; PROVIDED, HOWEVER,
that, immediately after giving effect to any such Incurrence, the aggregate
principal amount of all Indebtedness Incurred under this clause (1) and then
outstanding does not exceed the greater of (A) $50 million less the sum of
all principal payments with respect to such Indebtedness pursuant to clause
(a)(ii)(A) of the covenant described under "--Limitation on Sales of Assets
and Subsidiary Stock" and (B) the sum of 60% of the book value of the
inventory of MEDIQ/PRN and its Restricted Subsidiaries and 85% of the book
value of the accounts receivables of MEDIQ/PRN and its Restricted
Subsidiaries;
(2) Indebtedness Incurred by MEDIQ/PRN or any Restricted Subsidiary of
MEDIQ/PRN pursuant to any Term Loan Facility; PROVIDED, HOWEVER, that, after
giving effect to any such Incurrence, the aggregate principal amount of all
Indebtedness Incurred under this clause (2) and then outstanding does not
exceed an amount equal to $200 million, less the aggregate sum of all
principal payments actually made from time to time after the Issue Date with
respect to such Indebtedness (other than principal payments made in
connection with any permitted Refinancings thereof);
(3) Indebtedness owed to and held by Holdings or a Wholly Owned
Subsidiary; PROVIDED, HOWEVER, that any subsequent issuance or transfer of
any Capital Stock which results in any such Wholly Owned Subsidiary ceasing
to be a Wholly Owned Subsidiary or any subsequent transfer of such
Indebtedness (other than to Holdings or a Wholly Owned Subsidiary) shall be
deemed, in each case, to constitute the Incurrence of such Indebtedness by
the obligor thereon;
(4) Indebtedness owed to and held by any Restricted Subsidiary (other
than a Wholly Owned Subsidiary); PROVIDED, HOWEVER, that (i) any such
Indebtedness shall be unsecured Subordinated Obligations of Holdings or such
Restricted Subsidiary, as applicable, and (ii) any subsequent issuance or
transfer of any Capital Stock of such Restricted Subsidiary or any
subsequent transfer of such Indebtedness (other than to Holdings, a Wholly
Owned Subsidiary or another Restricted Subsidiary) shall be deemed to
constitute the Incurrence of such Indebtedness by the issuer thereof;
(5) the Notes, the Debentures, the Exchange Notes and the Exchange
Debentures;
(6) Indebtedness outstanding on the Issue Date (other than Indebtedness
described in clause (1), (2), (3), (4) or (5) of this covenant);
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(7) Refinancing Indebtedness in respect of Indebtedness Incurred
pursuant to paragraph (a) or pursuant to clause (5) or (6) or this clause
(7);
(8) Indebtedness of a Restricted Subsidiary Incurred and outstanding on
or prior to the date on which such Subsidiary was acquired by Holdings or a
Restricted Subsidiary (other than Indebtedness Incurred as consideration in,
contemplation of or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by Holdings or a Restricted Subsidiary) and Refinancing
Indebtedness in respect thereof; PROVIDED, HOWEVER, that such Indebtedness
(including Refinancing Indebtedness in respect thereof) is Non-Recourse to
Holdings and its Restricted Subsidiaries, or to any of their respective
assets (other than the acquired Subsidiary and its Subsidiaries, as
applicable);
(9) Indebtedness in respect of performance bonds and surety or appeal
bonds entered into by Holdings and the Restricted Subsidiaries in the
ordinary course of their business;
(10) Hedging Obligations under or with respect to Interest Rate
Agreements and Currency Agreements entered into in the ordinary course of
business and not for the purpose of speculation;
(11) Purchase Money Indebtedness Incurred to finance the acquisition by
Holdings or a Restricted Subsidiary of any assets in the ordinary course of
business; PROVIDED, HOWEVER, at the time of such Incurrence and after giving
effect thereto, the aggregate principal amount of all Indebtedness Incurred
pursuant to this clause (11) and then outstanding does not exceed $10
million;
(12) Subsidiary Guaranties of the Subsidiary Guarantors;
(13) the Guarantee of any Indebtedness otherwise permitted to be
Incurred pursuant to the Debenture Indenture or the Note Indenture (other
than Indebtedness Incurred pursuant to clause (8) above);
(14) Indebtedness of Holdings or any Restricted Subsidiary arising from
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business,
provided that such Indebtedness is satisfied within five Business Days of
Incurrence;
(15) Indebtedness of Holdings or any Restricted Subsidiary consisting of
indemnification, adjustment of purchase price or similar obligations, in
each case incurred in connection with the disposition of any assets of
Holdings or any Restricted Subsidiary in a principal amount not to exceed
the gross proceeds actually received by Holdings or any Restricted
Subsidiary in connection with such disposition; and
(16) Indebtedness in an aggregate principal amount which, together with
all other Indebtedness of Holdings and its Restricted Subsidiaries
outstanding on the date of such Incurrence (other than Indebtedness
permitted by clauses (1) through (15) above or paragraph (a)) does not
exceed $50 million.
(c) Notwithstanding the foregoing, Holdings shall not, and shall not permit
any Restricted Subsidiary to, Incur any Indebtedness pursuant to the foregoing
paragraph (b) if the proceeds thereof are used, directly or indirectly, to
Refinance any Subordinated Obligations unless such Indebtedness shall be
subordinated to the Debentures to at least the same extent as such Subordinated
Obligations.
(d) For purposes of determining compliance with the foregoing covenant, (i)
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described above, Holdings, in its sole discretion,
will classify such item of Indebtedness at the time of its Incurrence and only
be required to include the amount and type of such Indebtedness in one of the
above clauses and
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(ii) an item of Indebtedness may be divided and classified in more than one of
the types of Indebtedness described above.
LIMITATION ON RESTRICTED PAYMENTS. (a) Holdings shall not, and shall not
permit any Restricted Subsidiary, directly or indirectly, to make a Restricted
Payment if at the time Holdings or such Restricted Subsidiary makes such
Restricted Payment: (1) a Default shall have occurred and be continuing (or
would result therefrom); (2) Holdings is not able to Incur an additional $1.00
of Indebtedness pursuant to paragraph (a) of the covenant described under
"--Limitation on Indebtedness;" or (3) the aggregate amount of such Restricted
Payment and all other Restricted Payments since the Issue Date would exceed the
sum of:
(A) 50% of the Consolidated Net Income accrued during the period
(treated as one accounting period) from the beginning of the fiscal quarter
immediately following the fiscal quarter during which the Debentures are
originally issued to the end of the most recent fiscal quarter for which
financial statements are available prior to the date of such Restricted
Payment (or, in case such Consolidated Net Income shall be a deficit, minus
100% of such deficit);
(B) the aggregate Net Cash Proceeds (or non-cash proceeds when converted
to cash) received by Holdings from the issuance or sale of its Capital Stock
(other than Disqualified Stock) and the aggregate cash received by Holdings
as a capital contribution, in each case subsequent to the Issue Date (other
than an issuance or sale to a Subsidiary of Holdings and other than an
issuance or sale to an employee stock ownership plan or to a trust
established by Holdings or any of its Subsidiaries for the benefit of their
employees to the extent that the purchase by such plan or trust is financed
by Indebtedness of such plan or trust to Holdings or any Subsidiary or
Indebtedness Guaranteed by Holdings or any Subsidiary);
(C) the amount by which Indebtedness of Holdings or its Restricted
Subsidiaries is reduced on Holdings' consolidated balance sheet upon the
conversion or exchange (other than by a Subsidiary of Holdings) subsequent
to the Issue Date of any Indebtedness of Holdings or any Restricted
Subsidiary for Capital Stock (other than Disqualified Stock) of Holdings
(less the amount of any cash, or the fair value of any other property,
distributed by Holdings or such Restricted Subsidiary upon such conversion
or exchange); and
(D) an amount equal to the sum of (i) the net reduction in Investments
in any Person resulting from dividends, repayments of loans or advances or
other transfers of assets, in each case to Holdings or any Restricted
Subsidiary from such Person, or resulting from the receipt by Holdings or
any Restricted Subsidiary of proceeds realized upon the sale of such
Investment (other than a sale to an Affiliate), and (ii) the portion
(proportionate to Holdings' equity interest in such Subsidiary) of the fair
market value of the net assets of an Unrestricted Subsidiary at the time
such Unrestricted Subsidiary is designated a Restricted Subsidiary;
PROVIDED, HOWEVER, that the foregoing sum shall not exceed, in the case of
any Person, the amount of Investments previously made (and treated as a
Restricted Payment) by Holdings or any Restricted Subsidiary in such Person
plus, to the extent not added pursuant to clause (a)(3)(A) above, 50% of the
excess, if any, of the cash received upon the sale or other disposition of
an Investment over the amount of such Investment previously made (and
treated as a Restricted Payment).
(b) The provisions of the foregoing paragraph (a) shall not prohibit:
(i) any Restricted Payment made out of the proceeds of the substantially
concurrent sale of, or capital contribution in respect of, or made by
exchange for, Capital Stock of Holdings (other than Disqualified Stock and
other than Capital Stock issued or sold to a Subsidiary of Holdings or an
employee stock ownership plan or to a trust established by Holdings or any
of its Subsidiaries for the benefit of their employees to the extent that
the purchase by such plan or trust is financed by Indebtedness of such plan
or trust to Holdings or any Subsidiary or Indebtedness Guaranteed by
Holdings or any Subsidiary); PROVIDED, HOWEVER, that (A) such Restricted
Payment shall be excluded in the calculation of the amount of Restricted
Payments and (B) the Net Cash Proceeds from such sale or capital
contribution shall be excluded from the calculation of amounts under clause
(3)(B) of paragraph (a) above;
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(ii) any purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations made by
exchange for, or out of the proceeds of the substantially concurrent sale
of, Indebtedness which is permitted to be Incurred pursuant to the covenant
described under "--Limitation on Indebtedness;" PROVIDED, HOWEVER, that such
purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value shall be excluded in the calculation of the amount of
Restricted Payments;
(iii) dividends paid within 60 days after the date of declaration
thereof if at such date of declaration such dividend would have complied
with this covenant; PROVIDED, HOWEVER, that such dividend shall be included
in the calculation of the amount of Restricted Payments;
(iv) the repurchase or other acquisition of shares of, or options to
purchase shares of, Capital Stock (other than Disqualified Stock) of
Holdings, MEDIQ/PRN or any of its Subsidiaries from employees, former
employees, directors or former directors of Holdings, MEDIQ/PRN or any of
its Subsidiaries (or permitted transferees of such employees, former
employees, directors or former directors), pursuant to the terms of the
agreements (including employment agreements) or plans or written
arrangements (or amendments thereto) approved by the Board of Directors
under which such individuals purchase or sell or are granted the option to
purchase or sell, shares of such common stock; PROVIDED, HOWEVER, that the
aggregate amount of such repurchases and other acquisitions shall not exceed
the sum of (A) $5 million plus (B) the aggregate Net Cash Proceeds received
by Holdings from the issuance of such Capital Stock to, or the exercise of
options to purchase such Capital Stock by, employees or directors of
Holdings or any of its Subsidiaries that occurs after the Issue Date (to the
extent the Net Cash Proceeds from the sale of such Capital Stock have not
otherwise been applied to the payment of Restricted Payments by virtue of
clause (3)(B) of paragraph (a) above or applied pursuant to clause (b)(i)
above); PROVIDED FURTHER, HOWEVER, that such repurchases and other
acquisitions shall be excluded in the calculation of the amount of
Restricted Payments;
(v) payments of dividends on Holdings' common stock after an initial
public offering (other than an offering on Form S-8) of such common stock in
an annual amount not to exceed 6% of the aggregate gross proceeds to
Holdings from shares of common stock sold for the account of Holdings in
such initial public offering; PROVIDED, HOWEVER, that such payments shall be
included in the calculation of the amount of Restricted Payments;
(vi) any purchase or redemption of Disqualified Stock of Holdings or a
Restricted Subsidiary made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Disqualified Stock of Holdings or a
Restricted Subsidiary which is permitted to be Incurred pursuant to the
covenant described under "--Limitation on Indebtedness;" PROVIDED, HOWEVER,
that such purchase or redemption shall be excluded in the calculation of the
amount of Restricted Payments;
(vii) upon the occurrence of a Change of Control and within 60 days
after the completion of the offer to repurchase the Debentures pursuant to
the covenant described under "--Change of Control" above (including the
purchase of the Debentures tendered), any purchase or redemption of
Subordinated Obligations required pursuant to the terms thereof as a result
of such Change of Control at a purchase or redemption price not to exceed
the outstanding principal amount thereof, plus accrued and unpaid interest
(if any); PROVIDED, HOWEVER, that (A) at the time of such purchase or
redemption no Default shall have occurred and be continuing (or would result
therefrom), (B) Holdings would be able to Incur an additional $1.00 of
Indebtedness pursuant to paragraph (a) of the covenant described under
"--Limitation on Indebtedness" after giving pro forma effect to such
Restricted Payment and (C) such purchase or redemption shall be included in
the calculation of the amount of Restricted Payments;
(viii) any repurchase or other acquisition for value of Capital Stock of
a Restricted Subsidiary deemed to occur upon the merger of such Restricted
Subsidiary with or into Holdings or a Wholly
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Owned Subsidiary of Holdings within one year following the date on which
such Restricted Subsidiary became a Restricted Subsidiary; PROVIDED,
HOWEVER, that such repurchase or acquisition shall be excluded in the
calculation of the amount of Restricted Payments;
(ix) payments required pursuant to the terms of the CHI Acquisition
Agreement to consummate the CHI Acquisition by MEDIQ/PRN or a Restricted
Subsidiary pursuant to the terms of the CHI Acquisition Agreement; PROVIDED,
HOWEVER, that such payments shall be excluded in the calculation of the
amount of Restricted Payments;
(x) repurchases of shares of Capital Stock in, and the payment of fees
and expenses, including deferred compensation which becomes payable, in
connection with, the Merger; PROVIDED, HOWEVER, that such payments shall be
excluded in the calculation of the amount of Restricted Payments;
(xi) Restricted Payments not exceeding $7.5 million in the aggregate;
PROVIDED, HOWEVER, that (A) at the time of such Restricted Payments, no
Default shall have occurred and be continuing (or would result therefrom)
and (B) such Restricted Payments shall be included in the calculation of the
amount of Restricted Payments; or
(xii) payments required in respect of the Exchangeable Debentures when
due at Stated Maturity; PROVIDED, HOWEVER, that such payments shall be
included in the calculation of the amount of Restricted Payments.
LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. Holdings shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock to Holdings or a Restricted Subsidiary or pay any Indebtedness owed to
Holdings, (b) make any loans or advances to Holdings or (c) transfer any of its
property or assets to Holdings, except:
(i) any encumbrance or restriction pursuant to an agreement, including
the Credit Agreement and the Note Indenture, in effect at or entered into on
the Issue Date;
(ii) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Capital Stock or
Indebtedness Incurred by such Restricted Subsidiary on or prior to the date
on which such Restricted Subsidiary was acquired by Holdings or any of its
Restricted Subsidiaries (other than Indebtedness Incurred as consideration
in, or to provide all or any portion of the funds or credit support utilized
to consummate, the transaction or series of related transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was
acquired by Holdings or any of its Restricted Subsidiaries) and outstanding
on such date;
(iii) any encumbrance or restriction pursuant to an agreement (A)
evidencing Indebtedness Incurred without violation of the Debenture
Indenture or (B) effecting a Refinancing of Indebtedness Incurred pursuant
to an agreement referred to in clause (i) or (ii) of this covenant or this
clause (iii) or contained in any amendment to an agreement referred to in
clause (i) or (ii) of this covenant or this clause (iii); PROVIDED, HOWEVER,
that in the case of clauses (A) and (B), the encumbrances and restrictions
with respect to such Restricted Subsidiary contained in any such agreement
or amendment are no more restrictive in any material respect, as determined
in good faith by the Board of Directors, than encumbrances and restrictions
with respect to such Restricted Subsidiary contained in agreements of such
Restricted Subsidiary in effect at, or entered into on, the Issue Date;
(iv) any such encumbrance or restriction consisting of customary non
assignment or subletting provisions contained in leases and other contracts
entered into in the ordinary course of business and consistent with past
practices;
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(v) in the case of clause (c) above, restrictions contained in security
agreements, mortgages or similar documents securing Indebtedness of a
Restricted Subsidiary to the extent such restrictions restrict the transfer
of the property subject to such security agreements, mortgages or similar
documents;
(vi) any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;
(vii) any encumbrance or restriction arising under applicable law; and
(viii) any encumbrance or restriction consisting of any restriction on
the sale or other disposition of assets or property securing Indebtedness as
a result of a Lien permitted to be Incurred under the Debenture Indenture on
such asset or property.
LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK. (a) Holdings shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Disposition unless (i) Holdings or such Restricted
Subsidiary receives consideration at the time of such Asset Disposition at least
equal to the fair market value (including as to the value of all non-cash
consideration), as determined in good faith by the Board of Directors, of the
shares and assets subject to such Asset Disposition and at least 75% of the
consideration thereof received by Holdings or such Restricted Subsidiary is in
the form of cash or cash equivalents (provided that such 75% requirement shall
not apply to any Asset Disposition in which the cash or cash equivalents portion
of the consideration received therefor, determined in accordance with this
covenant, is equal to or greater than what the net after-tax proceeds would have
been had the Asset Disposition complied with such 75% requirement) and (ii) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by Holdings (or such Restricted Subsidiary, as the case may be) (A)
FIRST, to the extent Holdings (or such Restricted Subsidiary, as the case may
be) elects (or is required by the terms of any Indebtedness), to prepay, repay,
redeem or purchase Senior Indebtedness of Holdings or Indebtedness (other than
any Disqualified Stock) of a Wholly Owned Subsidiary (in each case other than
Indebtedness owed to Holdings or an Affiliate of Holdings) within one year from
the later of the date of such Asset Disposition or the receipt of such Net
Available Cash; (B) SECOND, to the extent of the balance of such Net Available
Cash after application, if any, in accordance with clause (A), to the extent
Holdings elects, to acquire Additional Assets within one year from (or enter
into a binding commitment to acquire Additional Assets, provided that such
commitment shall be subject only to customary conditions (other than financing)
and such acquisition shall be consummated within two years from) the later of
the date of such Asset Disposition or the receipt of such Net Available Cash;
and (C) THIRD, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (A) and (B), to make an offer to the
holders of the Debentures (and to holders of other Senior Indebtedness
designated by Holdings) to purchase Debentures (and such other Senior
Indebtedness) pursuant to and subject to the conditions contained in the
Debenture Indenture; PROVIDED, HOWEVER, that in connection with any prepayment,
repayment or purchase of Indebtedness pursuant to clause (A) or (C) above,
Holdings or such Restricted Subsidiary shall permanently retire such
Indebtedness and shall cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased. Notwithstanding the foregoing provisions of this paragraph,
Holdings and the Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance with this paragraph except to the extent that the
aggregate Net Available Cash from all Asset Dispositions which are not applied
in accordance with this paragraph exceeds $10 million. Pending application of
Net Available Cash pursuant to this covenant, such Net Available Cash shall be
invested in Permitted Investments or used to temporarily reduce loans
outstanding under any Revolving Credit Facility.
For the purposes of this covenant, the following are deemed to be cash or
cash equivalents: (x) the assumption of Indebtedness of Holdings or any
Restricted Subsidiary and the release of Holdings or
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such Restricted Subsidiary from all liability on such Indebtedness in connection
with such Asset Disposition (in which case Holdings shall, without further
action, be deemed to have applied such assumed Indebtedness in accordance with
clause (A) of the preceding paragraph) and (y) securities received by Holdings
or any Restricted Subsidiary from the transferee that are promptly converted by
Holdings or such Restricted Subsidiary into cash.
(b) In the event of an Asset Disposition that requires the purchase of the
Debentures (and other Senior Indebtedness) pursuant to clause (a)(ii)(C) above,
Holdings will be required to purchase Debentures tendered pursuant to an offer
by Holdings for the Debentures (and other Senior Indebtedness) at a purchase
price of 100% of their Accreted Value (in the case of Debentures) or 100% of
their principal amount, without premium (in the case of other Senior
Indebtedness), plus accrued but unpaid interest (or, in respect of such other
Senior Indebtedness, such lesser price, if any, as may be provided for by the
terms of such Senior Indebtedness) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in the Debenture
Indenture. Holdings shall not be required to make such an offer to purchase
Debentures (and other Senior Indebtedness) pursuant to this covenant if the Net
Available Cash available therefor is less than $10 million (which lesser amount
shall be carried forward for purposes of determining whether such an offer is
required with respect to the Net Available Cash from any subsequent Asset
Disposition).
(c) Holdings shall comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Debentures pursuant to this
covenant. To the extent that the provisions of any securities laws or
regulations conflict with provisions of the covenant described hereunder,
Holdings shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the covenant
described hereunder by virtue thereof.
LIMITATION ON AFFILIATE TRANSACTIONS. (a) Holdings shall not, and shall not
permit any Restricted Subsidiary to, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with any
Affiliate of Holdings (an "Affiliate Transaction") unless the terms thereof (1)
are no less favorable to Holdings or such Restricted Subsidiary than those that
could be obtained at the time of such transaction in arm's-length dealings with
a Person who is not such an Affiliate, (2) if such Affiliate Transaction
involves an amount in excess of $1 million, have been approved by a majority of
the members of the Board of Directors having no personal stake in such Affiliate
Transaction and (3) if such Affiliate Transaction involves an amount in excess
of $5 million (other than Affiliate Transactions in the ordinary course of
business of Holdings and its Restricted Subsidiaries between or among Holdings
or any Restricted Subsidiary of Holdings and any Person providing goods and/or
services to Holdings or any Restricted Subsidiary in the ordinary course of
business that is an Affiliate of Holdings or such Restricted Subsidiary solely
by virtue of the fact that BRS, or any Person controlling BRS, directly or
indirectly controls both Holdings or such Restricted Subsidiary and such
Affiliate; PROVIDED, HOWEVER, that such Affiliate Transaction shall comply with
clause (1) above), have been determined by (A) a nationally recognized
investment banking firm to be fair, from a financial standpoint, to Holdings and
its Restricted Subsidiaries or (B) an accounting or appraisal firm nationally
recognized in making such determinations to be on terms that are not less
favorable to Holdings and its Restricted Subsidiaries than the terms that could
be obtained in an arm's-length transaction from a Person that is not an
Affiliate of Holdings.
(b) The provisions of the foregoing paragraph (a) shall not prohibit (i) any
Restricted Payment permitted to be paid pursuant to the covenant described under
"--Limitation on Restricted Payments," (ii) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans
approved by the Board of Directors, (iii) the grant of stock options or similar
rights to employees and directors of Holdings pursuant to plans approved by the
Board of Directors, (iv) loans or advances to
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employees in the ordinary course of business of Holdings or its Restricted
Subsidiaries, but in any event not to exceed $2 million in the aggregate
outstanding at any one time, (v) the payment of reasonable compensation or
employee benefit arrangements to and indemnity provided for the benefit of
directors, officers or employees of Holdings or its Restricted Subsidiaries in
the ordinary course of business, (vi) payments made in connection with the
Transactions, including the payment to BRS, the Co-Investors or any of their
respective Affiliates of (A) a transaction fee in connection with the Merger in
an aggregate amount not to exceed $6 million and (B) other fees pursuant to the
Management Agreement in an annual amount not to exceed in any fiscal year an
amount equal to the greater of (x) $1 million and (y) one and one-half percent
of Holdings' EBITDA for such fiscal year, (vii) any Affiliate Transaction
between Holdings and a Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries and (viii) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of Holdings.
LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. Holdings shall not sell or otherwise dispose of any Capital Stock
of a Restricted Subsidiary (other than the pledge of Capital Stock pursuant to
the Credit Agreement), and shall not permit any Restricted Subsidiary, directly
or indirectly, to issue or sell or otherwise dispose of any of its Capital Stock
except (i) to Holdings or a Wholly Owned Subsidiary, (ii) directors' qualifying
shares or other shares required by applicable law to be held by a Person other
than Holdings or a Restricted Subsidiary, (iii) if, immediately after giving
effect to such issuance, sale or other disposition, neither Holdings nor any of
its Subsidiaries own any Capital Stock of such Restricted Subsidiary or (iv) if,
immediately after giving effect to such issuance, sale or other disposition,
such Restricted Subsidiary would no longer constitute a Restricted Subsidiary
and any Investment in such Person remaining after giving effect thereto would
have been permitted to be made under the covenant described under "--Limitation
on Restricted Payments" if made on the date of such issuance, sale or other
disposition.
LIMITATION ON LIENS. Holdings shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any
Lien of any nature whatsoever on any of its properties (including Capital Stock
of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, other than Permitted Liens, without effectively providing that the
Debentures shall be secured equally and ratably with (or prior to) the
obligations so secured for so long as such obligations are so secured.
LIMITATION ON SALE/LEASEBACK TRANSACTIONS. Holdings shall not, and shall
not permit any Restricted Subsidiary to, enter into any Sale/Leaseback
Transaction with respect to any property unless (i) Holdings or such Subsidiary
would be entitled to (A) Incur Indebtedness in an amount equal to the
Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to
the covenant described under "--Limitation on Indebtedness" and (B) create a
Lien on such property securing such Attributable Debt without equally and
ratably securing the Debentures pursuant to the covenant described under
"--Limitation on Liens", (ii) the net proceeds received by Holdings or any
Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at
least equal to the fair value (as determined in good faith by the Board of
Directors) of such property and (iii) Holdings applies the proceeds of such
transaction in compliance with the covenant described under "--Limitation on
Sale of Assets and Subsidiary Stock."
MERGER AND CONSOLIDATION. Holdings shall not consolidate with or merge with
or into, or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all its assets to, any Person, unless: (i)
the resulting, surviving or transferee Person (the "Successor Company") shall be
a Person organized and existing under the laws of the United States of America,
or any State thereof or the District of Columbia, and the Successor Company (if
not Holdings) shall expressly assume, by an indenture supplemental thereto,
executed and delivered to the Debenture Trustee, in form satisfactory to the
Debenture Trustee, all the obligations of Holdings under the Debentures and the
Debenture Indenture; (ii) immediately after giving effect to such transaction
(and treating any Indebtedness which
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becomes an obligation of the Successor Company or any Subsidiary as a result of
such transaction as having been Incurred by such Successor Company or such
Subsidiary at the time of such transaction), no Default shall have occurred and
be continuing; (iii) immediately after giving effect to such transaction, the
Successor Company would be able to Incur an additional $1.00 of Indebtedness
pursuant to paragraph (a) of the covenant described under "--Limitation on
Indebtedness;" and (iv) Holdings shall have delivered to the Debenture Trustee
an Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with the Debenture Indenture.
The Successor Company shall be the successor to Holdings and shall succeed
to, and be substituted for, and may exercise every right and power of, Holdings
under the Debenture Indenture, and the predecessor Company, except in the case
of a lease, shall be released from the obligation to pay the principal of and
interest on the Debentures.
SEC REPORTS. Notwithstanding that Holdings may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings
shall file with the SEC (to the extent the SEC will accept such filings) and
provide the Debenture Trustee and Debentureholders with such annual reports and
such information, documents and other reports as are specified in Sections 13
and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to
such Sections, such information, documents and other reports to be so filed and
provided at the times specified for the filing of such information, documents
and reports under such Sections.
DEFAULTS
An Event of Default is defined in the Debenture Indenture as (i) a default
in the payment of interest on the Debentures when due, continued for 30 days,
(ii) a default in the payment of principal of any Debenture when due at its
Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise, (iii) the failure by Holdings to comply with its
obligations under "--Certain Covenants--Merger and Consolidation" above, (iv)
the failure by Holdings to comply for 30 days after written notice with any of
its obligations under the covenants described above under "-- Change of Control"
(other than a failure to purchase Debentures) or under "--Certain Covenants"
under "--Limitation on Indebtedness," "--Limitation on Restricted Payments,"
"--Limitation on Restrictions on Distributions from Restricted Subsidiaries,"
"--Limitation on Sales of Assets and Subsidiary Stock" (other than a failure to
purchase Debentures), "--Limitation on Affiliate Transactions," "--Limitation on
the Sale or Issuance of Capital Stock of Restricted Subsidiaries," "--Limitation
on Liens," "--Limitation on Sale/Leaseback Transactions" or "--SEC Reports," (v)
the failure by Holdings to comply for 60 days after written notice with its
other agreements contained in the Debenture Indenture, (vi) Indebtedness of
Holdings or any Significant Subsidiary (other than Indebtedness owed to Holdings
or its Restricted Subsidiaries) is not paid within any applicable grace period
after final maturity or is accelerated by the holders thereof because of a
default and the total amount of such Indebtedness unpaid or accelerated exceeds
$10 million and such default shall not have been cured or such acceleration
rescinded after a 10-day period (the "cross acceleration provision"), (vii)
certain events of bankruptcy, insolvency or reorganization of Holdings or a
Significant Subsidiary (the "bankruptcy provisions") or (viii) any judgment or
decree (not subject to appeal) for the payment of money in an uninsured amount
in excess of $10 million is entered against Holdings or a Significant
Subsidiary, remains outstanding for a period of 60 days following such judgment
and is not discharged, waived or stayed within 10 days after written notice (the
"judgment default provision"). However, a default under clauses (iv), (v) and
(viii) will not constitute an Event of Default until the Debenture Trustee or
the holders of 25% in principal amount at maturity of the outstanding Debentures
notify Holdings in writing of the default and Holdings does not cure such
default within the time specified after receipt of such notice.
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If an Event of Default occurs and is continuing, the Debenture Trustee or
the holders of at least 25% in principal amount at maturity of the outstanding
Debentures may declare the Accreted Value of and accrued but unpaid interest, if
any, on all the Debentures to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of Holdings occurs and is continuing, the principal of and interest on all the
Debentures will IPSO FACTO become and be immediately due and payable without any
declaration or other act on the part of the Debenture Trustee or any holders of
the Debentures. Under certain circumstances, the holders of a majority in
principal amount at maturity of the outstanding Debentures may rescind any such
acceleration with respect to the Debentures and its consequences. In the event
of any Event of Default specified in clause (vi) above, such Event of Default
and all consequences thereof (including, without limitation, any acceleration or
resulting payment default) shall be annulled, waived or rescinded, automatically
and without any action by the Debenture Trustee or the Holders of the
Debentures, if within 20 days after such Event of Default arose (x) the
Indebtedness or guarantee that is the basis for such Event of Default has been
discharged in a manner that does not violate the terms of the Debenture
Indenture or (y) the holders thereof have rescinded or waived the acceleration,
notice or action (as the case may be) giving rise to such Event of Default.
Subject to the provisions of the Debenture Indenture relating to the duties
of the Debenture Trustee, if an Event of Default occurs and is continuing, the
Debenture Trustee will be under no obligation to exercise any of the rights or
powers under the Debenture Indenture at the request or direction of any of the
holders of the Debentures unless such holders have offered to the Debenture
Trustee reasonable indemnity or security against any loss, liability or expense.
Except to enforce the right to receive payment of principal, premium (if any) or
interest when due, no holder of a Debenture may pursue any remedy with respect
to the Debenture Indenture or the Debentures unless (i) such holder has
previously given the Debenture Trustee notice that an Event of Default is
continuing, (ii) holders of at least 25% in principal amount at maturity of the
outstanding Debentures have requested the Debenture Trustee to pursue the
remedy, (iii) such holders have offered the Debenture Trustee reasonable
security or indemnity against any loss, liability or expense, (iv) the Debenture
Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity and (v) the holders of a majority
in principal amount at maturity of the outstanding Debentures have not given the
Debenture Trustee a direction inconsistent with such request within such 60-day
period. Subject to certain restrictions, the holders of a majority in principal
amount at maturity of the outstanding Debentures are given the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Debenture Trustee or of exercising any trust or power conferred on the
Debenture Trustee. The Debenture Trustee, however, may refuse to follow any
direction that conflicts with law or the Debenture Indenture or that the
Debenture Trustee determines is unduly prejudicial to the rights of any other
holder of a Debenture or that would involve the Debenture Trustee in personal
liability.
The Debenture Indenture provides that if a Default occurs and is continuing
and is known to the Debenture Trustee, the Debenture Trustee must mail to each
holder of the Debentures notice of the Default within 90 days after it occurs.
Except in the case of a Default in the payment of principal of or interest on
any Debenture, the Debenture Trustee may withhold notice if and so long as a
committee of its trust officers determines that withholding notice is not
opposed to the interest of the holders of the Debentures. In addition, Holdings
is required to deliver to the Debenture Trustee, within 120 days after the end
of each fiscal year, a certificate indicating whether the signers thereof know
of any Default that occurred during the previous year. Holdings also is required
to deliver to the Debenture Trustee, within 30 days after the occurrence
thereof, written notice of any events which would constitute certain Defaults,
their status and what action Holdings is taking or proposes to take in respect
thereof.
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AMENDMENTS AND WAIVERS
Subject to certain exceptions, the Debenture Indenture or the Debentures may
be amended with the consent of the holders of a majority in principal amount at
maturity of the Debentures then outstanding (including consents obtained in
connection with a tender offer or exchange for the Debentures) and any past
default or compliance with any provisions may also be waived with the consent of
the holders of a majority in principal amount at maturity of the Debentures then
outstanding. However, without the consent of each holder of an outstanding
Debenture affected thereby, no amendment may, among other things, (i) reduce the
amount of Debentures whose holders must consent to an amendment, (ii) reduce the
rate of or extend the time for payment of interest on any Debenture, (iii)
reduce the principal of or extend the Stated Maturity of any Debenture, (iv)
reduce the amount payable upon the redemption of any Debenture or change the
time at which any Debenture may be redeemed as described under "--Optional
Redemption" above, (v) make any Debenture payable in money other than that
stated in the Debenture, (vi) impair the right of any holder of the Debentures
to receive payment of principal of and interest on such holder's Debentures on
or after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such holder's Debentures or (vii) make any change
in the amendment provisions which require each holder's consent or in the waiver
provisions.
Without the consent of any holder of the Debentures, Holdings and the
Debenture Trustee may amend or supplement the Debenture Indenture or the
Debentures to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor corporation of the obligations of Holdings
under the Debenture Indenture, to provide for uncertificated Debentures in
addition to or in place of certificated Debentures (provided that the
uncertificated Debentures are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Debentures are
described in Section 163(f)(2)(B) of the Code), to add guarantees with respect
to the Debentures, to secure the Debentures, to add to the covenants of Holdings
for the benefit of the holders of the Debentures or to surrender any right or
power conferred upon Holdings, to make any change that does not adversely affect
the rights of any holder of the Debentures or to comply with any requirement of
the SEC in connection with the qualification of the Debenture Indenture under
the Trust Indenture Act.
The consent of the holders of the Debentures is not necessary under the
Debenture Indenture to approve the particular form of any proposed amendment. It
is sufficient if such consent approves the substance of the proposed amendment.
After an amendment under the Debenture Indenture becomes effective, Holdings
is required to mail to holders of the Debentures a notice briefly describing
such amendment. However, the failure to give such notice to all holders of the
Debentures, or any defect therein, will not impair or affect the validity of the
amendment.
TRANSFER
The Debentures are issued in registered form and will be transferable only
upon the surrender of the Debentures being transferred for registration of
transfer. Holdings may require payment of a sum sufficient to cover any tax,
assessment or other governmental charge payable in connection with certain
transfers and exchanges.
DEFEASANCE
Holdings at any time may terminate all its obligations under the Debentures
and the Debenture Indenture ("legal defeasance"), except for certain
obligations, including those respecting the defeasance trust and obligations to
register the transfer or exchange of the Debentures, to replace mutilated,
destroyed, lost or stolen Debentures and to maintain a registrar and paying
agent in respect of the
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Debentures. Holdings at any time may terminate its obligations under "--Change
of Control" and under the covenants described under "--Certain Covenants" (other
than the covenant described under "--Merger and Consolidation"), the operation
of the cross acceleration provision, the bankruptcy provisions with respect to
Significant Subsidiaries and the judgment default provision described under "--
Defaults" above and the limitations contained in clause (iii) under "--Certain
Covenants--Merger and Consolidation" above ("covenant defeasance").
Holdings may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option. If Holdings exercises its legal
defeasance option, payment of the Debentures may not be accelerated because of
an Event of Default with respect thereto. If Holdings exercises its covenant
defeasance option, payment of the Debentures may not be accelerated because of
an Event of Default specified in clause (iv), (vi), (vii) (with respect only to
Significant Subsidiaries) or (viii) under "--Defaults" above or because of the
failure of Holdings to comply with clause (iii) under "--Certain
Covenants--Merger and Consolidation" above.
In order to exercise either defeasance option, Holdings must irrevocably
deposit in trust (the "defeasance trust") with the Debenture Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Debentures to redemption or maturity, as the case may be, and must comply with
certain other conditions, including delivery to the Debenture Trustee of an
Opinion of Counsel to the effect that holders of the Debentures will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance and will be subject to Federal income tax on the
same amounts and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred (and, in the case of legal
defeasance only, such Opinion of Counsel must be based on a ruling of the
Internal Revenue Service or other change in applicable Federal income tax law).
CONCERNING THE DEBENTURE TRUSTEE
United States Trust Company of New York is the Trustee under the Debenture
Indenture and has been appointed by Holdings as Registrar and Paying Agent with
regard to the Debentures.
The Debenture Indenture contains certain limitations on the rights of the
Debenture Trustee, should it become a creditor of Holdings, to obtain payment of
claims in certain cases, or to realize on certain property received in respect
of any such claim as security or otherwise. The Debenture Trustee is permitted
to engage in other transactions; PROVIDED, HOWEVER, if it acquires any
conflicting interest it must either eliminate such conflict within 90 days,
apply to the SEC for permission to continue or resign.
The Holders of a majority in principal amount at maturity of the outstanding
Debentures will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Debenture
Trustee, subject to certain exceptions. The Debenture Indenture provides that if
an Event of Default occurs (and is not cured), the Debenture Trustee will be
required, in the exercise of its power, to use the degree of care of a prudent
man in the conduct of his own affairs. Subject to such provisions, the Debenture
Trustee is under no obligation to exercise any of its rights or powers under the
Debenture Indenture at the request of any Holder of Debentures, unless such
Holder shall have offered to the Debenture Trustee security and indemnity
satisfactory to it against any loss, liability or expense and then only to the
extent required by the terms of the Debenture Indenture.
GOVERNING LAW
The Debenture Indenture provides that it and the Debentures will be governed
by, and construed in accordance with, the laws of the State of New York without
giving effect to applicable principles of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.
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CERTAIN DEFINITIONS
"Accreted Value" means, as of any date (the "Specified Date"), the amount
provided below for each $1,000 principal amount at maturity of Debentures:
(i) if the Specified Date occurs on one of the following dates (each, a
"Semi-Annual Accrual Date"), the Accreted Value will equal the amount set
forth below for such Semi-Annual Accrual Date:
<TABLE>
<CAPTION>
ACCRETED
SEMI-ANNUAL ACCRUAL DATE VALUE
- ----------------------------------------------------------- -------------
<S> <C>
Issue Date................................................. $ 532.350
June 1, 1998............................................... 532.726
December 1, 1998........................................... 567.353
June 1, 1999............................................... 604.231
December 1, 1999........................................... 643.506
June 1, 2000............................................... 685.334
December 1, 2000........................................... 729.881
June 1, 2001............................................... 777.323
December 1, 2001........................................... 827.849
June 1, 2002............................................... 881.659
December 1, 2002........................................... 938.967
June 1, 2003............................................... 1,000.000
</TABLE>
(ii) if the Specified Date occurs between two Semi-Annual Accrual Dates,
the Accreted Value will equal the sum of (a) the Accreted Value for the
Semi-Annual Accrual Date immediately preceding such Specified Date and (b)
an amount equal to the product of (1) the Accreted Value for the immediately
following Semi-Annual Accrual Date less the Accreted Value for the
immediately preceding Semi-Annual Accrual Date multiplied by (2) a fraction,
the numerator of which is the number of days elapsed from the immediately
preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day
year of 12 30-day months, and the denominator of which is 180 (or, if the
Semi-Annual Accrual Date immediately preceding the Specified Date is the
Issue Date, the denominator of which is 2); or
(iii) if the Specified Date occurs after the last Semi-Annual Accrual
Date, the Accreted Value will equal $1,000.
"Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by Holdings or another Restricted Subsidiary or (iii) Capital
Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary; PROVIDED, HOWEVER, that any such Restricted Subsidiary
described in clauses (ii) or (iii) above is primarily engaged in a Related
Business.
"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the provisions described under "--Certain Covenants-- Limitation on
Restricted Payments," "--Certain Covenants--Limitation on Affiliate
Transactions" and "--Certain Covenants--Limitation on Sales of Assets and
Subsidiary Stock" only, "Affiliate" shall also mean any beneficial owner of
Capital Stock representing 10% or more of the total voting power of the Voting
Stock (on a fully diluted basis) of Holdings or of rights or warrants to
purchase such Capital
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Stock (whether or not currently exercisable) and any Person who would be an
Affiliate of any such beneficial owner pursuant to the first sentence hereof.
"Asset Disposition" means any sale, lease, transfer or other disposition (or
series of related sales, leases, transfers or dispositions that are part of a
common plan) by Holdings or any Restricted Subsidiary, including any disposition
by means of a merger, consolidation or similar transaction (each referred to for
the purposes of this definition as a "disposition"), of (i) any shares of
Capital Stock of a Restricted Subsidiary (other than directors' qualifying
shares or shares required by applicable law to be held by a Person other than
Holdings or a Restricted Subsidiary), (ii) all or substantially all the assets
of any division or line of business of Holdings or any Restricted Subsidiary or
(iii) any other assets of Holdings or any Restricted Subsidiary outside of the
ordinary course of business of Holdings or such Restricted Subsidiary (other
than, in the case of (i), (ii) and (iii) above, (x) a disposition by a
Restricted Subsidiary to Holdings or by Holdings or a Restricted Subsidiary to a
Wholly Owned Subsidiary, (y) for purposes of the covenant described under
"--Certain Covenants--Limitation on Sales of Assets and Subsidiary Stock" only,
a disposition that constitutes a Restricted Payment permitted by the covenant
described under "--Certain Covenants--Limitation on Restricted Payments" and (z)
disposition of assets with a fair market value of less than $100,000); PROVIDED,
HOWEVER, that a disposition of all or substantially all of the assets of
Holdings and its Restricted Subsidiaries taken as a whole will be governed by
the provisions of the Debenture Indenture described above under the caption
"--Change of Control" and/or the provisions described above under the caption
"--Merger and Consolidation" and not by the provisions of the "--Limitation on
Sales of Assets and Subsidiary Stock" covenant.
"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
implicit in such transaction, compounded annually) of the total obligations of
the lessee for net rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).
"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of numbers of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.
"Board of Directors" means the Board of Directors of Holdings or any
committee thereof duly authorized to act on behalf of such Board.
"BRS" means Bruckmann, Rosser, Sherrill & Co., L.P.
"Business Day" means each day which is not a Legal Holiday.
"Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.
"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.
"CHI Acquisition" means the acquisition transactions contemplated by the CHI
Acquisition Agreement.
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"CHI Acquisition Agreement" means the Asset Purchase Agreement dated April
24, 1998, among MEDIQ/PRN and the sellers named therein, as such agreement is in
effect on the Issue Date.
"Code" means the Internal Revenue Code of 1986, as amended.
"Co-Investors" means Ferrer Freeman Thompson & Co. LLC and Galen Partners
III, L.P..
"Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters for which financial statements are available
prior to the date of such determination to (ii) Consolidated Interest Expense
for such four fiscal quarters; PROVIDED, HOWEVER, that (1) if Holdings or any
Restricted Subsidiary has Incurred any Indebtedness since the beginning of such
period that remains outstanding or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or
both, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving effect on a pro forma basis to such Indebtedness as if
such Indebtedness had been Incurred on the first day of such period and the
discharge of any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had
occurred on the first day of such period (except that, in making such
computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation shall be computed based on (A) the
average daily balance of such Indebtedness during such four fiscal quarters or
such shorter period when such facility was outstanding or (B) if such facility
was created after the end of such four fiscal quarters, the average balance of
such Indebtedness during the period from the date of creation of such facility
to the date of the computation), (2) if Holdings or any Restricted Subsidiary
has repaid, repurchased, defeased or otherwise discharged any Indebtedness since
the beginning of such period or if any Indebtedness is to be repaid,
repurchased, defeased or otherwise discharged (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and has not been replaced) on the date
of the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall
be calculated on a pro forma basis as if such discharge had occurred on the
first day of such period and as if Holdings or such Restricted Subsidiary has
not earned the interest income actually earned during such period in respect of
cash or Temporary Cash Investments used to repay, repurchase, defease or
otherwise discharge such Indebtedness, (3) if since the beginning of such period
Holdings or any Restricted Subsidiary shall have made any Asset Disposition, the
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Disposition for such period, or increased by an amount equal to the EBITDA
(if negative), directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of
Holdings or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to Holdings and its continuing Restricted Subsidiaries
in connection with such Asset Disposition for such period (or, if the Capital
Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense
for such period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent Holdings and its continuing Restricted Subsidiaries are
no longer liable for such Indebtedness after such sale), (4) if since the
beginning of such period Holdings or any Restricted Subsidiary (by merger or
otherwise) shall have made an Investment in any Restricted Subsidiary (or any
person which becomes a Restricted Subsidiary) or an acquisition of assets,
including any such Investment or acquisition of assets occurring in connection
with a transaction requiring a calculation to be made hereunder, which
constitutes all or substantially all of a product line or an operating unit of a
business, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the Incurrence of
any Indebtedness and the application of the proceeds therefrom) as if such
Investment or acquisition occurred on the first day of such period and (5) if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into Holdings or any
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Restricted Subsidiary since the beginning of such period) shall have made any
Asset Disposition, any Investment or any acquisition of assets that would have
required an adjustment pursuant to clause (3) or (4) above if made by Holdings
or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest
Expense for such period shall be calculated after giving pro forma effect
thereto as if such Asset Disposition, Investment or acquisition occurred on the
first day of such period. For purposes of this definition, whenever pro forma
effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting Officer of Holdings. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest of such Indebtedness
shall be calculated as if the rate in effect on the date of determination had
been the applicable rate for the entire period (taking into account any Interest
Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement
has a remaining term in excess of 12 months).
"Consolidated Interest Expense" means, for any period, the total interest
expense of Holdings and its consolidated Restricted Subsidiaries, plus, to the
extent not included in such total interest expense, and to the extent incurred
by Holdings or its Restricted Subsidiaries, without duplication, (i) interest
expense attributable to Capital Lease Obligations and the interest expense
attributable to leases constituting part of a Sale/Leaseback Transaction, (ii)
amortization of debt discount and debt issuance cost, (iii) capitalized
interest, (iv) non-cash interest expenses, (v) commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) net costs associated with Hedging Obligations (including
amortization of fees), (vii) cash and Disqualified Stock dividends in respect of
all Preferred Stock of Restricted Subsidiaries and Disqualified Stock of
Holdings held by Persons other than Holdings or a Wholly Owned Subsidiary,
(viii) interest incurred in connection with Investments in discontinued
operations, (ix) interest accruing on any Indebtedness of any other Person to
the extent such Indebtedness is Guaranteed by (or secured by the assets of)
Holdings or any Restricted Subsidiary and (x) the cash contributions to any
employee stock ownership plan or similar trust to the extent such contributions
are used by such plan or trust to pay interest or fees to any Person (other than
Holdings or any Wholly Owned Subsidiary) in connection with Indebtedness
Incurred by such plan or trust and LESS, to the extent included in such total
interest expense, the amortization during such period of debt issuance costs;
PROVIDED, HOWEVER, that the aggregate amount of amortization relating to any
such debt issuance costs deducted in calculating Consolidated Interest Expense
shall not exceed 5% of the aggregate amount of the financing giving rise to such
debt issuance costs.
"Consolidated Net Income" means, for any period, the net income of Holdings
and its consolidated Subsidiaries; PROVIDED, HOWEVER, that there shall not be
included in such Consolidated Net Income:
(i) any net income of any Person (other than Holdings) if such Person is
not a Restricted Subsidiary, except that (A) subject to the exclusion
contained in clause (iv) below, Holdings' equity in the net income of any
such Person for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash actually distributed by such
Person during such period to Holdings or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained
in clause (iii) below) and (B) Holdings' equity in a net loss of any such
Person for such period shall be included in determining such Consolidated
Net Income;
(ii) for purposes of clause (a)(3)(A) of the covenant described under
"Certain Covenants-- Limitation on Restricted Payments" only, any net income
(or loss) of any Person acquired by Holdings or a Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition;
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(iii) any net income of any Restricted Subsidiary if such Restricted
Subsidiary is subject to restrictions, directly or indirectly, on the
payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to Holdings, except that (A) subject to
the exclusion contained in clause (iv) below, Holdings' equity in the net
income of any such Restricted Subsidiary for such period shall be included
in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary during such period
to Holdings or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid
to another Restricted Subsidiary, to the limitation contained in this
clause) and (B) Holdings' equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such
Consolidated Net Income;
(iv) any gain or loss realized upon the sale or other disposition of any
assets of Holdings or its consolidated Subsidiaries (including pursuant to
any sale-and-leaseback arrangement) which is not sold or otherwise disposed
of in the ordinary course of business and any gain or loss realized upon the
sale or other disposition of any Capital Stock of any Person;
(v) extraordinary gains or losses; and
(vi) the cumulative effect of a change in accounting principles.
Notwithstanding the foregoing, for the purposes of the covenant described under
"Certain Covenants-- Limitation on Restricted Payments" only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to Holdings
or a Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clause (a)(3)(D) thereof.
"Credit Agreement" means the Credit Agreement entered into by and among
MEDIQ/PRN, certain of its Subsidiaries, the lenders referred to therein, Banque
Nationale de Paris, as Administrative Agent, NationsBank, N.A., as Syndication
Agent, and Credit Suisse First Boston, as Documentation Agent, together with the
related documents thereto (including the term loans and revolving loans
thereunder, any guarantees, all security documents and any hedge agreements), in
each case, as amended, extended, renewed, restated, supplemented or otherwise
modified or refinanced (in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions) from time to time,
and any agreement (and related document) governing Indebtedness incurred to
Refinance, in whole or in part, the borrowings and commitments then outstanding
or permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.
"Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement to which such
Person is a party or beneficiary.
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
"Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or
(iii) is redeemable or must be purchased, upon the occurrence of certain events
or otherwise, by such Person at the option of the holder thereof, in whole or in
part, in each case on or prior to the first anniversary of the Stated Maturity
of the Debentures; PROVIDED, HOWEVER, that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to purchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Debentures shall not
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constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than the terms applicable to the Debentures and
described under "--Change of Control" and "--Certain Covenants--Limitation on
Sales of Assets and Subsidiary Stock."
"EBITDA" for any period means the sum of Consolidated Net Income, plus
Consolidated Interest Expense plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) all income tax expense of Holdings
and its consolidated Restricted Subsidiaries, (b) depreciation expense of
Holdings and its consolidated Restricted Subsidiaries, (c) amortization expense
of Holdings and its consolidated Restricted Subsidiaries (excluding amortization
expense attributable to a prepaid cash item that was paid in a prior period),
(d) non-recurring severance and transaction costs incurred in connection with
any acquisition (including the Merger and the CHI Acquisition) by Holdings and
its consolidated Restricted Subsidiaries and (e) all other non-cash charges of
Holdings and its consolidated Restricted Subsidiaries (excluding any such
non-cash charge to the extent that it represents an accrual of or reserve for
cash expenditures in any future period), in each case for such period.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and non-cash charges of, a
Restricted Subsidiary shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to Holdings by such Restricted Subsidiary without
prior approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to such Restricted Subsidiary or
its stockholders.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exchange Debentures" means the debentures issued in exchange for the
Debentures pursuant to the Registration Rights Agreement entered into in
connection with the issuance of the Debentures among Holdings, MEDIQ/PRN, the
Subsidiary Guarantors and the Initial Purchasers.
"Exchange Notes" means the notes issued in exchange for the Notes pursuant
to the Registration Rights Agreement entered into in connection with the
issuance of the Notes among Holdings, MEDIQ/ PRN, the Subsidiary Guarantors and
the Initial Purchasers.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Issue Date, including those set forth in (i)
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.
"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such other Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation of such other Person (whether arising
by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Indebtedness of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); PROVIDED, HOWEVER, that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary course
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of business. The term "Guarantee" used as a verb has a corresponding meaning.
The term "Guarantor" shall mean any Person Guaranteeing any obligation.
"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.
"Holder" or "Debentureholders" means the Person in whose name a Debenture is
registered on the Registrar's books.
"Holdings" means MEDIQ Incorporated, a Delaware corporation, and any
successor corporation.
"Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.
"Indebtedness" means, with respect to any Person on any date of
determination (without duplication):
(i) the principal in respect of (A) indebtedness of such Person for
money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is
responsible or liable, including, in each case, any premium on such
indebtedness to the extent such premium has become due and payable;
(ii) all Capital Lease Obligations of such Person and all Attributable
Debt in respect of Sale/ Leaseback Transactions entered into by such Person;
(iii) all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such Person
and all obligations of such Person under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business)
which purchase price or obligation is due more than six months after the
date of placing such property in service or taking delivery and title
thereto;
(iv) all obligations of such Person for the reimbursement of any obligor
on any letter of credit, banker's acceptance or similar credit transaction
(other than obligations with respect to letters of credit securing
obligations (other than obligations described in clauses (i) through (iii)
above) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day
following payment on the letter of credit);
(v) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Subsidiary of such Person, the liquidation preference with
respect to, any Preferred Stock (but excluding, in each case, any accrued
dividends);
(vi) all obligations of the type referred to in clauses (i) through (v)
of other Persons and all dividends of other Persons for the payment of
which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee;
(vii) all obligations of the type referred to in clauses (i) through
(vi) of other Persons secured by any Lien on any property or asset of such
Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and
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(viii) to the extent not otherwise included in this definition, Hedging
Obligations of such Person.
The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations described above at such
date; PROVIDED, HOWEVER, that the amount outstanding at any time of any
Indebtedness issued with original issue discount shall be deemed to be the face
amount of such Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as determined in
conformity with GAAP.
"Insolvency or Liquidation Proceeding" means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relating to
Holdings or any of its assets, (ii) any liquidation, dissolution or other
winding up of Holdings, whether voluntary or involuntary or whether or not
involving insolvency or bankruptcy or (iii) any assignment for the benefit of
creditors or any other marshaling of assets or liabilities of Holdings.
"Interest Rate Agreement" means in respect of a Person any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.
"Investment" in any Person means any direct or indirect advance, loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of the lender) or other extensions
of credit (including by way of Guarantee or similar arrangement) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by such Person; PROVIDED, HOWEVER, that an acquisition of
assets, Capital Stock or other securities of any Person for consideration
consisting of common equity securities of Holdings shall not be deemed to be an
"Investment." For purposes of the definition of "Unrestricted Subsidiary", the
definition of "Restricted Payment" and the covenant described under "--Certain
Covenants--Limitation on Restricted Payments," (i) "Investment" shall include
the portion (proportionate to Holdings' equity interest in such Subsidiary) of
the fair market value of the net assets of any Subsidiary of Holdings at the
time that such Subsidiary is designated an Unrestricted Subsidiary; PROVIDED,
HOWEVER, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, Holdings shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary equal to an amount (if positive)
equal to (x) Holdings' "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to Holdings' equity interest
in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time of such redesignation; and (ii) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value
at the time of such transfer, in each case as determined in good faith by the
Board of Directors.
"Issue Date" means the date on which the Debentures were originally issued.
"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).
"Management Agreement" means the management services agreement that became
effective at the effective time of the Merger among Bruckmann, Rosser, Sherrill
& Co., Inc., MEDIQ/PRN, Galen Associates and Ferrer Freeman Thompson & Co. LLC,
as amended from time to time.
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"Merger" means the merger of MQ Acquisition Corporation with and into
Holdings pursuant to the Agreement and Plan of Merger dated as of January 14,
1998, as amended as of April 27, 1998, between MQ Acquisition Corporation and
Holdings.
"Net Available Cash" from an Asset Disposition means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and proceeds
from the sale or other disposition of any securities received as consideration,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other
noncash form), in each case net of (i) all legal, accounting, investment
banking, title and recording tax expenses, commissions and other fees and
expenses incurred, and all Federal, state, provincial, foreign and local taxes
required to be paid or accrued as a liability under GAAP, as a consequence of
such Asset Disposition, (ii) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon or other security agreement of any kind with respect to
such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law, be repaid out of the
proceeds from such Asset Disposition, (iii) all distributions and other payments
required to be made to a Person owning a beneficial interest in assets subject
to sale or minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition, (iv) the deduction of appropriate amounts
provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the property or other assets disposed in such Asset
Disposition and retained by Holdings or any Restricted Subsidiary after such
Asset Disposition and (v) any portion of the purchase price from an Asset
Disposition required by the terms of such Asset Disposition to be placed in
escrow (whether as a reserve for a purchase price adjustment, for satisfaction
of indemnities or otherwise); PROVIDED, HOWEVER, that upon the termination of
such escrow, Net Available Cash shall be increased by any portion of the funds
therein released to Holdings or any Restricted Subsidiary.
"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.
"Non-Recourse," with respect to any Indebtedness of a subsidiary, means
Indebtedness (i) as to which neither Holdings nor any of its other Restricted
Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) and (b) is directly
or indirectly liable (as a Guarantor or otherwise); and (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of Holdings
or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of Holdings
or any of its other Restricted Subsidiaries.
"Permitted Holders" means (i) BRS, Bruce C. Bruckmann, Harold O. Rosser II,
Stephen C. Sherrill and Stephen Edwards, the Co-Investors and the Rotko Entities
and any Person who on the Issue Date was an Affiliate of any of the foregoing,
(ii) Thomas S. Carroll, Jay M. Kaplan and any other Person who was a member of
the management of MEDIQ/PRN or Holdings, and a shareholder of Holdings, on the
Issue Date and (iii) any Related Party of any of the foregoing.
"Permitted Investment" means an Investment by Holdings or any Restricted
Subsidiary in (i) Holdings, a Restricted Subsidiary or a Person that will, upon
the making of such Investment, become a Restricted Subsidiary; PROVIDED,
HOWEVER, that the primary business of such Restricted Subsidiary is a Related
Business; (ii) another Person if as a result of such Investment such other
Person is
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merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, Holdings or a Restricted Subsidiary; PROVIDED,
HOWEVER, that such Person's primary business is a Related Business; (iii)
Temporary Cash Investments; (iv) receivables owing to Holdings or any Restricted
Subsidiary if created or acquired in the ordinary course of business and payable
or dischargeable in accordance with customary trade terms; PROVIDED, HOWEVER,
that such trade terms may include such concessionary trade terms as Holdings or
any such Restricted Subsidiary deems reasonable under the circumstances; (v)
payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business; (vi) loans or
advances to employees made in the ordinary course of business consistent with
past practices of Holdings or such Restricted Subsidiary; (vii) stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to Holdings or any Restricted Subsidiary
or in satisfaction of judgments; (viii) any Person to the extent such Investment
represents the non-cash portion of the consideration received for an Asset
Disposition as permitted pursuant to the covenant described under "--Certain
Covenants--Limitation on Sales of Assets and Subsidiary Stock"; and (ix)
additional Investments in an aggregate amount which, together with all other
Investments made pursuant to this clause (ix) that are outstanding, does not
exceed $2.5 million.
"Permitted Liens" means, with respect to any Person, (a) pledges or deposits
by such Person under worker's compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such
Person or deposits of cash or United States government bonds to secure surety or
appeal bonds to which such Person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent, in each case
Incurred in the ordinary course of business; (b) Liens imposed by law, such as
carriers', warehousemen's and mechanics' Liens, in each case for sums not yet
due or being contested in good faith by appropriate proceedings or other Liens
arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for
review; (c) Liens for property taxes not yet subject to penalties for
non-payment or which are being contested in good faith and by appropriate
proceedings; (d) Liens in favor of issuers of surety bonds or letters of credit
issued pursuant to the request of and for the account of such Person in the
ordinary course of its business; PROVIDED, HOWEVER, that such letters of credit
do not constitute Indebtedness; (e) minor survey exceptions, minor encumbrances,
easements or reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real property or
Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not Incurred in connection with
Indebtedness and which do not in the aggregate materially adversely affect the
value of said properties or materially impair their use in the operation of the
business of such Person; (f) Liens securing Purchase Money Indebtedness or other
Indebtedness Incurred to finance the construction, purchase or lease of, or
repairs, improvements or additions to, property of such Person; PROVIDED,
HOWEVER, that the Lien may not extend to any other property owned by such Person
or any of its Subsidiaries at the time the Lien is Incurred, and the
Indebtedness (other than any interest thereon) secured by the Lien may not be
Incurred more than 180 days after the later of the acquisition, completion of
construction, repair, improvement, addition or commencement of full operation of
the property subject to the Lien; (g) Liens to secure (A) Indebtedness permitted
under the provisions described in clauses (b)(1) and (b)(2) under "--Certain
Covenants--Limitation on Indebtedness" and (B) Indebtedness Incurred pursuant to
the Credit Agreement and permitted under the provisions of paragraph (a) of, or
the provisions described in clause (b)(16) under, "--Certain
Covenants--Limitation on Indebtedness"; (h) Liens existing on the Issue Date;
(i) Liens on property or shares of Capital Stock of another Person at the time
such other Person becomes a Subsidiary of such Person; PROVIDED, HOWEVER, that
such Liens are not created, incurred or assumed in connection with, or in
contemplation
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of, such other Person becoming such a Subsidiary; PROVIDED FURTHER, HOWEVER,
that such Lien may not extend to any other property owned by such Person or any
of its Subsidiaries; (j) Liens on property at the time such Person or any of its
Subsidiaries acquires the property, including any acquisition by means of a
merger or consolidation with or into such Person or a Subsidiary of such Person;
PROVIDED, HOWEVER, that such Liens are not created, incurred or assumed in
connection with, or in contemplation of, such acquisition; PROVIDED FURTHER,
HOWEVER, that the Liens may not extend to any other property owned by such
Person or any of its Subsidiaries; (k) Liens securing Indebtedness or other
obligations of a Subsidiary of such Person owing to such Person or a wholly
owned Subsidiary of such Person; (l) Liens securing Hedging Obligations so long
as such Hedging Obligations relate to Indebtedness that is, and is permitted to
be under the Debenture Indenture, secured by a Lien on the same property
securing such Hedging Obligations; and (m) Liens to secure any Refinancing (or
successive Refinancings) as a whole, or in part, of any Indebtedness secured by
any Lien referred to in the foregoing clauses (f), (h), (i) and (j); PROVIDED,
HOWEVER, that (x) such new Lien shall be limited to all or part of the same
property that secured the original Lien (plus improvements to or on such
property) and (y) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (A) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under
clauses (f), (h), (i) or (j) at the time the original Lien became a Permitted
Lien and (B) an amount necessary to pay any fees and expenses, including
premiums, related to such refinancing, refunding, extension, renewal or
replacement. Notwithstanding the foregoing, "Permitted Liens" will not include
any Lien described in clauses (f), (i) or (j) above to the extent such Lien
applies to any Additional Assets acquired directly or indirectly from Net
Available Cash pursuant to the covenant described under "--Certain
Covenants--Limitation on Sale of Assets and Subsidiary Stock." For purposes of
this definition, the term "Indebtedness" shall be deemed to include interest on
such Indebtedness.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.
"Post-Petition Interest" means all interest accrued or accruing after the
commencement of any Insolvency or Liquidation Proceeding (and interest that
would accrue but for the commencement of any Insolvency or Liquidation
Proceeding) in accordance with and at the contract rate (including, without
limitation, any rate applicable upon default) specified in the agreement or
instrument creating, evidencing or governing any Indebtedness, whether or not,
pursuant to applicable law or otherwise, the claim for such interest is allowed
as a claim in such Insolvency or Liquidation Proceeding.
"Preferred Stock," as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.
"principal" of a Debenture means the principal of the Debenture plus the
premium, if any, payable on the Debenture which is due or overdue or is to
become due at the relevant time.
"Public Equity Offering" means an underwritten primary public offering of
common stock of Holdings pursuant to an effective registration statement under
the Securities Act.
"Public Market" means any time after (x) a Public Equity Offering has been
consummated and (y) at least 10% of the total issued and outstanding common
stock of Holdings has been distributed by means of an effective registration
statement under the Securities Act or sales pursuant to Rule 144 under the
Securities Act.
"Purchase Money Indebtedness" means Indebtedness (including Capital Lease
Obligations) (i) consisting of the deferred purchase price of property,
conditional sale obligations, obligations under
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any title retention agreement, other purchase money obligations and obligations
in respect of industrial revenue bonds or similar Indebtedness, in each case
where the maturity of such Indebtedness does not exceed the anticipated useful
life of the asset being financed, and (ii) Incurred to finance the acquisition
by Holdings or a Restricted Subsidiary of such asset, including additions and
improvements; PROVIDED, HOWEVER, that any Lien arising in connection with any
such Indebtedness shall be limited to the specified asset being financed or, in
the case of real property or fixtures, including additions and improvements, the
real property on which such asset is attached; PROVIDED FURTHER, HOWEVER, that
such Indebtedness is Incurred within 180 days after such acquisition of such
assets by Holdings or any Restricted Subsidiary.
"Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.
"Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of Holdings or any Restricted Subsidiary existing on the Issue Date
or Incurred in compliance with the Debenture Indenture, including Indebtedness
that Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that (i) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; PROVIDED FURTHER,
HOWEVER, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Subsidiary that Refinances Indebtedness of Holdings or (y) Indebtedness of
Holdings or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.
"Related Business" means any business related, ancillary or complementary
(as determined in good faith by the Board of Directors) to the businesses of
Holdings and the Restricted Subsidiaries on the Issue Date.
"Related Party" means (i) any controlling stockholder, general partner, 80%
(or more) owned Subsidiary, or spouse or immediate family member (in the case of
an individual) of any Permitted Holder or (ii) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons holding an 80% or more controlling interest of which consist solely
of one or more Permitted Holders and/or such other Persons referred to in the
immediately preceding clause (i).
"Restricted Payment" with respect to any Person means (i) the declaration or
payment of any dividends or any other distributions of any sort in respect of
its Capital Stock (including any payment in connection with any merger or
consolidation involving such Person) or similar payment to the direct or
indirect holders of its Capital Stock (other than dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and other
than dividends or distributions payable solely to Holdings or a Restricted
Subsidiary, and other than pro rata dividends or other distributions made by a
Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or
owners of an equivalent interest in the case of a Subsidiary that is an entity
other than a corporation)), (ii) the purchase, redemption or other acquisition
or retirement for value of any Capital Stock of Holdings held by any Person or
of any Capital Stock of a Restricted Subsidiary held by any Affiliate of
Holdings (other than a Restricted Subsidiary), including the exercise of any
option to exchange any Capital Stock (other than, in any such case, in exchange
for or into Capital Stock of Holdings that is not Disqualified Stock), (iii) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment of any
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Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of acquisition) or (iv) the making of any
Investment in any Person (other than a Permitted Investment). In determining the
amount of any Restricted Payment made in property other than in cash, such
amount shall be the fair market value of such property at the time of such
Restricted Payment, as determined in good faith by the Board of Directors.
"Restricted Subsidiary" means any Subsidiary of Holdings that is not an
Unrestricted Subsidiary.
"Revolving Credit Facility" means the revolving credit facility contained in
the Credit Agreement and any other facility or financing arrangement that
Refinances or replaces, in whole or in part, any such revolving credit facility.
"Rotko Entities" means (i) a trust established on November 18, 1983, by the
late Bernard B. Rotko, (ii) Michael J. Rotko, (iii) Bessie G. Rotko and (iv)
Judith M. Shipon.
"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby Holdings or a Restricted Subsidiary
transfers such property to a Person and Holdings or a Restricted Subsidiary
leases it from such Person.
"SEC" means the Securities and Exchange Commission.
"Senior Indebtedness" means (i) Indebtedness of Holdings, whether
outstanding on the Issue Date or thereafter Incurred, and (ii) accrued and
unpaid interest (including Post-Petition Interest) in respect of (A)
Indebtedness of Holdings for money borrowed and (B) Indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which
Holdings is responsible or liable unless, in the case of (i) and (ii), in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are subordinate in right of
payment to the Debentures; PROVIDED, HOWEVER, that Senior Indebtedness shall not
include (1) any obligation of Holdings to any Subsidiary, (2) any liability for
Federal, state, local or other taxes owed or owing by Holdings, (3) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including guarantees thereof or instruments evidencing such
liabilities), (4) any Indebtedness of Holdings (and any accrued and unpaid
interest in respect thereof) which is subordinate or junior by its terms to any
other Indebtedness or other obligation of Holdings or (5) that portion of any
Indebtedness which at the time of Incurrence is Incurred in violation of the
Debenture Indenture.
"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of Holdings within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.
"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).
"Subordinated Obligation" means any Indebtedness of Holdings (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Debentures pursuant to a written agreement to
that effect.
"Subsidiary" means, in respect of any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.
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"Subsidiary Guarantor" means any domestic Restricted Subsidiary of MEDIQ/PRN
that Guarantees MEDIQ/PRN's obligations with respect to the Notes pursuant to
the Note Indenture.
"Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of
MEDIQ/PRN's obligations with respect to the Notes pursuant to the Note
Indenture.
"Temporary Cash Investments" means any of the following:
(i) any investment in direct obligations of the United States of America
or any agency thereof or obligations guaranteed by the United States of
America or any agency thereof,
(ii) investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company which is organized under the laws
of the United States of America, any state thereof or any foreign country
recognized by the United States, and which bank or trust company has
capital, surplus and undivided profits aggregating in excess of $50,000,000
(or the foreign currency equivalent thereof) and has outstanding debt which
is rated "A" (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule
436 under the Securities Act) or any money-market fund sponsored by a
registered broker dealer or mutual fund distributor,
(iii) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above,
(iv) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an
Affiliate of Holdings) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United
States of America with a rating at the time as of which any investment
therein is made of "P-1" (or higher) according to Moody's Investors Service,
Inc. or "A-1" (or higher) according to Standard and Poor's Ratings Group,
and
(v) investments in securities with maturities of six months or less from
the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least "A" by
Standard & Poor's Ratings Group or "A" by Moody's Investors Service, Inc.
"Term Loan Facility" means the term loan facilities (including any delayed
draw acquisition facilities) contained in the Credit Agreement and any other
facility or financing arrangement that Refinances or replaces in whole or in
part any such term loan facilities.
"Unrestricted Subsidiary" means (i) any Subsidiary of Holdings that at the
time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of
Holdings (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or holds any Lien on any property of,
Holdings or any other Subsidiary of Holdings that is not a Subsidiary of the
Subsidiary to be so designated; PROVIDED, HOWEVER, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under the covenant described under "-- Certain Covenants--Limitation on
Restricted Payments." The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED, HOWEVER, that immediately
after giving effect to such designation (x) Holdings could Incur $1.00 of
additional Indebtedness under paragraph (a) of the covenant described under
"--Certain Covenants--Limitation on Indebtedness" and (y) no Default shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be
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evidenced to the Debenture Trustee by promptly filing with the Debenture Trustee
a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.
"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.
"Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.
"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares) is owned by Holdings or
one or more Wholly Owned Subsidiaries.
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SELLING HOLDERS
The following table sets forth certain information as of , 1998
with respect to the Debentures held by each Selling Holder. The Debentures may
be offered and sold from time to time by the Selling Holders named below or
their pledgees, donees, transferees or other successors pursuant to the offering
contemplated by this Prospectus. Therefore, no estimate can be given as to the
amount of Debentures that will be held by the Selling Holders upon completion of
such offerings.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
MATURITY OF
SELLING HOLDER DEBENTURES
- ----------------------------------------------------------------------- ---------------------
<S> <C>
........................................................... ....$.............
........................................................... .................
........................................................... .................
Totals............................................................. $ 20,000,000
---------------------
---------------------
</TABLE>
Except as noted below, none of the Selling Holders has had a material
relationship with the Company within the past three years other than as a result
of the ownership of the Debentures.
[To be supplied]
PLAN OF DISTRIBUTION
The Debentures may be sold from time to time to purchasers directly by the
Selling Holders. Alternatively, the Selling Holders may from time to time offer
the Debentures to or through underwriters, broker-dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Holders or the purchasers of such securities for
whom they may act as agents. The Selling Holders and any underwriters,
broker-dealers or agents that participate in the distribution of Debentures may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of such securities and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Debentures may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. The sale of the
Debentures may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on
which such securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or in the over-the-counter market or (iv) through the writing of options. At the
time a particular offering of the Debentures is made, a supplement to this
Prospectus (a "Prospectus Supplement"), if required, will be distributed which
will set forth the aggregate amount of Debentures being offered and the terms of
the offering, including the name or names of any underwriters, broker-dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Holders and any discounts, commissions or concessions allowed
or reallowed or paid to broker-dealers. Each broker-dealer that receives the
Debentures for its own account pursuant to this Prospectus must acknowledge that
it will deliver the Prospectus and any Prospectus Supplement in connection with
any sale of such Debentures.
To comply with the securities laws of certain jurisdictions, if applicable,
the Debentures will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the Debentures may not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or an exemption from registration or
qualification is available and is complied with.
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The Selling Holders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, which provisions may limit the
timing of purchases and sales of any of the Debentures by the Selling Holders.
The foregoing may affect the marketability of such securities.
Pursuant to the Registration Rights Agreement, certain expenses of the
registration of the Debentures hereunder will be paid by Holdings, including,
without limitation, filing fees of the Commission and expenses of compliance
with state securities or "blue sky" laws; PROVIDED, HOWEVER, that the Selling
Holders will pay all underwriting discounts, selling commissions and transfer
taxes, if any, applicable to any sales pursuant to the Registration Statement.
Holdings has agreed to indemnify the Selling Holders against certain civil
liabilities, including certain liabilities under the Securities Act, and the
Selling Holders will be entitled to contribution in connection with any such
registration and any sales pursuant thereto. Holdings will be indemnified by the
Selling Holders severally against certain civil liabilities, including certain
liabilities under the Securities Act, or will be entitled to contribution in
connection with any such registration and any sales pursuant to the Registration
Statement.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is based upon the provisions of the Code, the
applicable Treasury Regulations promulgated and proposed thereunder, judicial
authority and current administrative rulings and practice, all of which are
subject to change, possibly with retroactive effect. This discussion does not
purport to deal with all aspects of U.S. Federal income taxation that might be
relevant to particular holders in light of their personal investment
circumstances or status, nor does it discuss the U.S. Federal income tax
consequences to certain types of holders subject to special treatment under the
U.S. Federal income tax laws (for example, financial institutions, insurance
companies, dealers in securities, tax-exempt organizations, or taxpayers holding
the Debentures as part of a "straddle," "hedge" or "conversion transaction").
Moreover, the effect of any applicable state, local, foreign, gift, estate or
other tax laws generally is not discussed.
Except as otherwise indicated below, this discussion assumes that the
Debentures are held as capital assets (as defined in Section 1221 of the Code)
by the holders thereof. This discussion is limited to the material U.S. Federal
income tax consequences to initial holders of the Debentures.
U.S. HOLDERS
Except as specifically provided below, the immediately following discussion
is limited to the U.S. Federal income tax consequences relevant to a holder of
the Debentures who or which is (i) an individual who is a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized under the laws of the United States, or any political subdivision
thereof, (iii) an estate the income of which is subject to U.S. Federal income
taxation regardless of its source, (iv) a trust with respect to which a court
within the United States is able to exercise primary supervision of the
administration of such trust and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust or (v) a person
whose worldwide income or gain is otherwise subject to U.S. Federal income
taxation on a net income basis (each a "U.S. Holder"). Potential Federal income
tax consequences to persons who are not U.S. Holders are discussed in detail
below under "--Non-U.S. Holders."
Prospective holders are urged to consult their own tax advisors regarding
the Federal, state, local, foreign and other tax considerations of the
acquisition, ownership and disposition of the Debentures.
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TAX TREATMENT OF THE DEBENTURES
STATED INTEREST ON THE DEBENTURES. The stated interest on the Debentures
will be included in the amount of OID on such Debentures, as described in more
detail below. A U.S. Holder will not be required to report separately as taxable
income actual payments of stated interest with respect to the Debentures.
ORIGINAL ISSUE DISCOUNT ON THE DEBENTURES. Because the Debentures were
issued at an issue price which is substantially less than the stated amount at
maturity and because cash interest on the Debentures will not be payable until
December 1, 2003, the Debentures are deemed to have been issued with OID.
Accordingly, each U.S. Holder will be required to include in income (regardless
of whether such U.S. Holder is a cash or accrual basis taxpayer) in each taxable
year, in advance of the receipt of cash payments on such Debentures, that
portion of the OID, computed on a constant yield basis, attributable to each day
during such year on which the holder held the Debentures. See "--Taxation of
Original Issue Discount" below.
The amount of OID with respect to each Debenture will be equal to the excess
of (i) its "stated redemption price at maturity" over (ii) its "issue price."
Under the Treasury Regulations, the issue price of an investment unit, such as
the Units comprised of the Debentures and Warrants, is the first price at which
a substantial amount of the Units are sold for money. The issue price for the
investment unit as so determined is allocated between the Debentures and the
Warrants, based on their relative fair market values at the time of issuance.
Moreover, Holdings' allocation is binding on each U.S. Holder unless the U.S.
Holder discloses that his, her or its allocation differs from Holdings'
allocation on a statement attached to the U.S. Holder's timely filed U.S.
Federal income tax return for the year in which he, she or it acquires the
investment unit. Holdings allocated the issue price of the Units between the
Debentures and the Warrants in accordance with their relative fair market values
at the time of issuance based on advice furnished to it by the Initial
Purchasers. The issue price of the Debentures was $534.25 per $1,000 face amount
of Debentures, which was the portion of the issue price of the Units so
allocated to the Debentures. This allocation, however, is not binding on the
Internal Revenue Service (the "Service"), and therefore, there can be no
assurance that the Service will respect such allocation. Under the Treasury
Regulations, the "stated redemption price at maturity" of each Debenture will
equal the sum of all cash payments required to be made on such Debenture
(including principal and stated interest).
TAXATION OF ORIGINAL ISSUE DISCOUNT. A U.S. Holder of a debt instrument
issued with OID is required to include in gross income for U.S. Federal income
tax purposes an amount equal to the sum of the "daily portions" of such OID for
all days during the taxable year on which such holder holds the debt instrument
without regard to when the cash or other payments attributable to such income
are received. The daily portions of OID required to be included in a U.S.
Holder's gross income in a taxable year will be determined under a constant
yield method by allocating to each day during the taxable year on which the U.S.
Holder held the debt instrument a pro rata portion of the OID on such debt
instrument which is attributable to the "accrual period" in which such day is
included. The amount of the OID attributable to each accrual period will be the
product of the "adjusted issue price" of the Debenture at the beginning of such
accrual period multiplied by the "yield to maturity" of the Debenture (properly
adjusted for the length of the accrual period). The Debenture's "yield to
maturity" is that discount rate which, when used in computing the present value
of all principal and stated interest payments to be made under a Debenture,
produces an amount equal to the issue price of a Debenture. Based on the issue
price of $534.25 per $1,000 principal amount of Debentures, the yield to
maturity of the Debentures was determined to be 13%. The "adjusted issue price"
of the Debenture at the beginning of an accrual period will generally be its
issue price plus the aggregate amount of OID that accrued in all prior accrual
periods (determined without regard to the rules described below concerning
acquisition premium) less any cash payments on the Debenture. An "accrual
period" may be of any length and may vary in length over the term of the debt
instrument, provided that each
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accrual period is not longer than one year and each scheduled payment of
principal or interest occurs either on the final day or the first day of an
accrual period.
ACQUISITION PREMIUM ON DEBENTURES. A U.S. Holder of a Debenture who
purchases such Debenture for an amount that is greater than its issue price but
equal to or less than its stated redemption price at maturity will be considered
to have purchased such Debenture at an "acquisition premium." Under the
acquisition premium rules, unless a U.S. Holder makes the election described
below under "--Election to Apply OID Principles," the amount of OID which such
U.S. Holder must include in income with respect to such Debenture for any
taxable year will be reduced by the portion of such acquisition premium properly
allocable to such year.
MARKET DISCOUNT ON THE DEBENTURES. Generally, the market discount rules
discussed below will not apply to a U.S. Holder who acquired the Debenture when
it was originally issued. These rules would apply, however, to an original
holder whose tax basis in the Debenture is less than the "issue price" of such
Debenture. The "issue price" of a Debenture is as defined above.
Gain recognized on the disposition (including a redemption) by a U.S. Holder
of a Debenture that has accrued market discount will be treated as ordinary
income, and not capital gain, to the extent of the accrued market discount,
provided that the amount of market discount exceeds a statutorily defined DE
MINIMIS amount. "Market discount" is defined as the excess, if any, of the
"revised issue price" (as defined below) over the tax basis of the debt
obligation in the hands of the holder immediately after its acquisition. The
"revised issue price" of a debt obligation generally equals the sum of its issue
price and the total amount of OID includable in the gross income of all holders
for periods before the acquisition of the debt obligation by the current holder
(without regard to any reduction in such income resulting from any prior
purchase at an acquisition premium) and less any cash payments in respect of
such debt obligation.
The amount of market discount treated as accrued would be calculated either
(i) ratably, by multiplying the market discount by a fraction, the numerator of
which is the number of days the obligation has been held by the U.S. Holder and
the denominator of which is the number of days after the U.S. Holder's
acquisition of the obligation up to and including its maturity date or (ii), if
the U.S. Holder so elects, on a constant yield to maturity basis.
A U.S. Holder of a Debenture acquired at a market discount also may be
required to defer the deduction of all or a portion of the interest on any
indebtedness incurred or maintained to carry the Debenture until it is disposed
of in a taxable transaction. Moreover, to the extent of any accrued market
discount on such Debentures, any partial principal payment with respect to
Debentures (possibly including stated interest payments on the Debentures) would
be includable as ordinary income upon receipt, as would the fair market value of
the Debentures on certain otherwise non-taxable transfers (such as gifts).
A U.S. Holder of a Debenture acquired at market discount may elect to
include the market discount in income as it accrues (on either a ratable or
elective constant yield to maturity basis). This election would apply to all
market discount obligations acquired by the electing U.S. Holder on or after the
first day of the first taxable year to which the election applies. The election
may be revoked only with the consent of the Service. If a holder of a Debenture
so elects currently to include market discount in income, the above-discussed
rules with respect to ordinary income recognition resulting from sales and
certain other disposition transactions and to deferral of interest deductions
would not apply.
ELECTION TO APPLY OID PRINCIPLES. A U.S. Holder may generally, upon
election, include in income all interest (including stated interest, acquisition
discount, OID, DE MINIMIS OID, market discount, DE MINIMIS market discount, and
unstated interest, as adjusted by any amortizable bond premium or acquisition
premium) that accrued on a Debenture by using the constant yield method
applicable to
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OID obligations, subject to certain limitations and exceptions. The election is
to be made for the taxable year in which the U.S. Holder acquired the Debenture,
is generally applicable only to the Debenture with respect to which the election
is made and may not be revoked without the consent of the Service.
TAX BASIS. A U.S. Holder's initial tax basis in a Debenture will be equal
to the purchase price paid by such holder for such Debenture. A U.S. Holder's
tax basis in a Debenture will be increased by the amount of OID that is included
in such U.S. Holder's income pursuant to the foregoing rules (taking into
account acquisition premium) through the day preceding the day of disposition
(and the accruals of market discount, if any, which the U.S. Holder elected to
include in gross income on an annual basis) and will be decreased by the amount
of any cash payments received. A U.S. Holder's tax basis in a Debenture will be
increased by the amount of accrued market discount, if any, which the U.S.
Holder elected to include in gross income on an annual basis and decreased by
the amortizable bond premium, if any, which the U.S. Holder has elected to
offset against interest income.
SALE OR REDEMPTION. Unless a nonrecognition provision applies, the sale,
exchange, redemption or other disposition of Debentures will be a taxable event
for U.S. Federal income tax purposes. In such event, a U.S. Holder will
recognize gain or loss equal to the difference between (i) the amount of cash
plus the fair market value of any property received upon such sale, exchange,
redemption or other taxable disposition and (ii) the holder's adjusted tax basis
therein. Subject to the discussion above under the caption "Market Discount on
the Debentures," such gain or loss should be capital gain or loss and will be
long-term capital gain or loss if the U.S. Holder has held the Debentures for
more than one year at the time of the sale, exchange, redemption or other
disposition. In the case of a U.S. Holder who is an individual, estate or trust
such capital gain will generally be subject to tax at a 20% maximum marginal
rate if the Debentures have been held for more than 12 months. For corporate
holders, long-term capital gains and ordinary income are both taxable at a
maximum marginal rate of 35%.
APPLICABLE HIGH-YIELD DISCOUNT OBLIGATIONS. The Debentures are "applicable
high yield discount obligations" ("AHYDOs") under Section 163 of the Code, so
that a portion of the OID accruing on the Debentures may be treated as a
dividend generally eligible for the dividends-received deduction in the case of
corporate holders (and subject to the limitations described above), and the
Company (A) will not be entitled to deduct the "disqualified portion" of the OID
accruing on the Debentures and (B) will be allowed to deduct the remainder of
the OID only when paid in cash.
A corporate holder will be treated as receiving dividend income to the
extent of the lesser of (i) Holdings' current and accumulated earnings and
profits and (ii) the "disqualified portion" of the OID of such Debenture. The
"disqualified portion" of the OID is equal to the lesser of (i) the amount of
OID or (ii) the portion of the "total return" (i.e., the excess of all payments
to be made with respect to the Debentures over its issue price) in excess of
11.94% (the AFR for the month in which the Debentures were issued plus six
percentage points).
BACKUP WITHHOLDING AND INFORMATION REPORTING
Under the Code, U.S. Holders may be subject, under certain circumstances, to
information reporting and "backup withholding" at a 31% rate with respect to
cash payments in respect of principal (and premium, if any), OID, interest on
and the gross proceeds from dispositions of the Debentures. Backup withholding
applies only if the U.S. Holder (i) fails to furnish its social security or
other taxpayer identification number ("TIN") within a reasonable time after a
request therefor, (ii) furnishes an incorrect TIN, (iii) fails properly to
report interest or dividends or (iv) fails under certain circumstances to
provide a certified statement, signed under penalty of perjury, that the TIN
provided is its correct number and that it is not subject to backup withholding.
Any amount withheld from a payment to a U.S. Holder under the backup withholding
rules is allowable as a credit (and may entitle such holder to
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a refund) against such U.S. Holder's U.S. Federal income tax liability, provided
that the required information is furnished to the Service. Certain persons are
exempt from backup withholding, including corporations and financial
institutions. U.S. Holders of Debentures should consult their tax advisors as to
their qualification for exemption from backup withholding and the procedure for
obtaining such exemption.
Holdings will furnish annually to the Service and to record holders of the
Debentures (to whom it is required to furnish such information) information
relating to the amount of OID, interest and dividends, as applicable. Because
this information will be based upon the adjusted issue price of the Debentures
as if the holder were an original holder, purchasers who purchase Debentures for
an amount other than the adjusted issue price at the time of purchase will be
required to determine for themselves the amount of OID, if any, that they are
required to report. See also "--Acquisition Premium on Debentures" and "--Market
Discount on Debentures."
NON-U.S. HOLDERS
The following discussion is limited to the U.S. Federal income tax
consequences relevant to a holder of Debentures that is not a U.S. Holder (a
"Non-U.S. Holder").
For purposes of the following discussion, interest and gain on the sale,
exchange or other disposition of Debentures will be considered to be "U.S. trade
or business income" if such income or gain is (i) effectively connected with the
conduct of a U.S. trade or business or (ii) in the case of a treaty resident,
attributable to a permanent establishment (or, in the case of an individual, a
fixed base) in the United States.
STATED INTEREST AND OID ON DEBENTURES. Generally, any interest or OID paid
to a Non-U.S. Holder of a Debenture that is not U.S. trade or business income
will not be subject to U.S. Federal income tax if the interest or OID qualifies
as "portfolio interest." Generally, interest and OID on the Debentures received
on or prior to December 31, 1999 by a Non-U.S. Holder will qualify as portfolio
interest if (i) the Non-U.S. Holder does not actually or constructively own 10%
or more of the total voting power of all voting stock of Holdings, (ii) such
holder is not a "controlled foreign corporation" with respect to which Holdings
is a "related person" within the meaning of the Code, (iii) either (A) the
beneficial owner, under penalty of perjury, certifies that the beneficial owner
is not a United States person and such certificate provides the beneficial
owner's name and address or (B) a securities clearing organization, bank or
other financial institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution") and holds the
Debentures certifies to Holdings or their respective agents under penalties of
perjury that such statement has been received from the Non-U.S. Holder by it or
by another financial institutional and furnishes the payor with a copy thereof
and (iv) the Non-U.S. Holder is not a bank receiving interest on the extension
of credit made pursuant to a loan agreement made in the ordinary course of its
trade or business.
Payments of interest and OID received by a Non-U.S. Holder after December
31, 1999 will not be subject to United States Federal withholding tax (or to
backup withholding and information reporting) provided that requirements (i),
(ii) and (iv) of the preceding paragraph are satisfied and, in general, Holdings
or its paying agent, in accordance with Treasury regulations issued under
Section 1441 of the Code, reliably establishes, based on documentation supplied
by the beneficial owner or intermediate holders, that payments are made to a
foreign beneficial owner. In general, it will not be necessary for a Non-U.S.
Holder to obtain or furnish a United States taxpayer identification number to
Holdings or its paying agent in order to claim any of the foregoing exemptions
from United States withholding tax on payments of interest and OID.
The gross amount of payments to a Non-U.S. Holder of interest or OID that do
not qualify for the portfolio interest exception and that are not effectively
connected with the conduct of a U.S. trade or business will be subject to a U.S.
Federal income tax at the rate of 30%, unless a U.S. income tax
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treaty applies to reduce or eliminate withholding. U.S. trade or business income
will be taxed on a net basis at regular U.S. rates rather than the 30% gross
rate. In the case of a Non-U.S. Holder that is a corporation, such United States
trade or business income may also be subject to the branch profits tax (which is
generally imposed on a foreign corporation on the actual or deemed repatriation
from the United States of earnings and profits attributable to United States
trade or business income) at a 30% rate. The branch profits tax may not apply
(or may apply at a reduced rate) if a recipient is a qualified resident of
certain countries with which the United States has an income tax treaty. To
claim the benefit of a tax treaty or to claim exemption from withholding because
the income is U.S. trade or business income, the Non-U.S. Holder must provide a
properly executed Form 1001 or 4224 (or such successor forms as the Service may
designate), as applicable, prior to the payment of interest. These forms must be
periodically updated. Under recently revised U.S. Treasury regulations that will
become effective for payments made after December 31, 1999, however, a Non-U.S.
Holder who wishes to claim the benefit of an applicable treaty rate would be
required to satisfy applicable certification and other requirements, which would
include the requirement that the Non-U.S. Holder file a form containing the
holder's name and address or provide certain documentary evidence issued by
foreign governmental authorities as proof of residence in the foreign county.
Certain special procedures are provided in the revised regulations for payment
through qualified intermediaries. The recharacterization of a portion of OID as
dividends under the rules applicable to AHYDOs, as described above, will not
apply for purposes of U.S. withholding tax.
SALE, EXCHANGE OR REDEMPTION OF DEBENTURES. Except as described below and
subject to the discussions concerning backup withholding, any gain realized by a
Non-U.S. Holder on the sale, exchange, redemption or other disposition of a
Debenture, generally will not be subject to U.S. Federal income tax, unless (i)
such gain is U.S. trade or business income, (ii) subject to certain exceptions,
the Non-U.S. Holder is an individual who holds the Debenture as a capital asset,
is present in the United States for 183 days or more in the taxable year of the
disposition and certain other conditions are satisfied or (iii) the Non-U.S.
Holder is subject to tax pursuant to the provisions of U.S. tax law applicable
to certain U.S. expatriates (including certain former citizens or residents of
the United States).
FEDERAL ESTATE TAX. Debentures held (or treated as held) by an individual
who is not a citizen or resident of the United States (for U.S. Federal estate
tax purposes) at the time of his or her death will not be included in such
individual's gross estate for U.S. Federal estate tax purposes provided that (i)
the individual does not actually or constructively own 10% or more of the total
voting power of all voting stock of Holdings and (ii) income on the Debentures
was not effectively connected with the conduct of a U.S. trade or business.
INFORMATION REPORTING AND BACKUP WITHHOLDING. Holdings must report annually
to the Service and to each Non-U.S. Holder any interest or OID that is subject
to withholding, or that is exempt from U.S. withholding tax pursuant to a tax
treaty, or interest or OID that is exempt from U.S. tax under the portfolio
interest exception. Copies of these information returns may also be made
available under the provisions of a specific treaty or agreement to the tax
authorities of the country in which the Non-U.S. Holder resides. In the case of
payments of principal or interest (including OID) to Non-U.S. Holders, Treasury
Regulations provide that information reporting and backup withholding at a rate
of 31% will not apply to such payments with respect to which either the
requisite certification has been received or an exemption has otherwise been
established (provided that neither the payor nor its paying agent has actual
knowledge that the holder is a U.S. person or the conditions of any other
exemption are not, in fact, satisfied).
The payment of the proceeds from the disposition of the Debentures to or
through the United States office of any broker, U.S. or foreign, will be subject
to information reporting and possibly backup withholding unless the owner
certifies as its non-U.S. status under penalty of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the holder
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is a U.S. person or that the conditions of any other exemption are not, in fact,
satisfied. The payment of the proceeds from the disposition of Debentures to or
through a non-U.S. office of a non-U.S. broker that is not a U.S. related person
will not be subject to information reporting or backup withholding. For this
purpose, a "U.S. related person" is (i) a "controlled foreign corporation" for
U.S. Federal income tax purposes or (ii) a foreign person 50% or more of whose
gross income from all sources for the three-year period ending with the close of
its taxable year preceding the payment (or for such part of the period that the
broker has been in existence) is derived from activities that are effectively
connected with the conduct of a United States trade or business.
In the case of the payment of proceeds from the disposition of Debentures,
to or through a non-U.S. office of a broker that is either a U.S. person or a
U.S. related person, the Treasury Regulations require information reporting on
the payment unless the broker has documentary evidence in its files that the
owner is a Non-U.S. Holder and the broker has no knowledge to the contrary.
Backup withholding will not apply to payments made through foreign offices of a
broker that is not a U.S. person or a U.S. related person (absent actual
knowledge that the payee is a U.S. person).
Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S.
Holder's U.S. Federal income tax liability, provided that the requisite
procedures are followed.
THE FOREGOING DISCUSSION IS BASED ON THE PROVISIONS OF THE CODE,
REGULATIONS, RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT, ALL OF WHICH ARE
SUBJECT TO CHANGE. ANY SUCH CHANGES MAY BE APPLIED RETROACTIVELY IN A MANNER
THAT COULD ADVERSELY AFFECT HOLDERS OF DEBENTURES. EACH PURCHASER OF ANY OF THE
DEBENTURES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES TO IT, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS, OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
DEBENTURES.
LEGAL MATTERS
Certain legal matters with respect to the Debentures will be passed upon for
Holdings by Dechert Price & Rhoads, New York, New York. Certain partners of that
firm are limited partners of BRS and/ or stockholders of Holdings.
EXPERTS
The consolidated financial statements of MEDIQ Incorporated and subsidiaries
and the related financial statement schedule as of September 30, 1997 and 1996,
and for each of the three years in the period ended September 30, 1997, included
in this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein, and are included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
The consolidated financial statements of CH Medical, Inc. and subsidiaries
as of August 31, 1997 and 1996, and for each of the three years in the period
ended August 31, 1997, included in this Prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, as stated in their
report appearing herein, and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
MEDIQ INCORPORATED AND SUBSIDIARIES
Independent Auditors' Report............................................................................... F-2
Consolidated Statements of Operations--Three Years Ended September 30, 1997................................ F-3
Consolidated Balance Sheets--September 30, 1997 and 1996................................................... F-4
Consolidated Statements of Stockholders' Equity--Three Years Ended September 30, 1997...................... F-5
Consolidated Statements of Cash Flows--Three Years Ended September 30, 1997................................ F-6
Notes to Consolidated Financial Statements................................................................. F-7
Unaudited Condensed Consolidated Statements of Operations--Nine and Three Months Ended June 30, 1998 and
1997..................................................................................................... F-25
Unaudited Condensed Consolidated Balance Sheets--June 30, 1998 and
September 30, 1997....................................................................................... F-26
Unaudited Condensed Consolidated Statements of Cash Flows--Nine Months Ended June 30, 1998 and 1997........ F-27
Notes to Unaudited Condensed Consolidated Financial Statements............................................. F-28
CH MEDICAL, INC. AND SUBSIDIARIES
Independent Auditors' Report............................................................................... F-36
Consolidated Statements of Net Assets--August 31, 1997 and 1996............................................ F-37
Consolidated Statements of Income--Three Years Ended August 31, 1997....................................... F-38
Consolidated Statements of Cash Flows--Three Years Ended August 31, 1997................................... F-39
Summary of Accounting Policies............................................................................. F-40
Notes to Consolidated Financial Statements................................................................. F-42
Unaudited Consolidated Statements of Net Assets--February 28, 1998......................................... F-45
Unaudited Consolidated Statements of Income--Six Months Ended February 28, 1998 and 1997................... F-46
Unaudited Consolidated Statements of Cash Flows--Six Months Ended February 28, 1998 and 1997............... F-47
Unaudited Summary of Accounting Policies................................................................... F-48
Unaudited Notes to Consolidated Financial Statements....................................................... F-50
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
MEDIQ Incorporated
Pennsauken, New Jersey
We have audited the accompanying consolidated balance sheets of MEDIQ
Incorporated and subsidiaries as of September 30, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended September 30, 1997. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of MEDIQ Incorporated and
subsidiaries as of September 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1997 in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
November 25, 1997
F-2
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------------
1997 1996 1995
--------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C> <C>
Revenues:
Rental...................................................... $ 124,316 $ 114,275 $ 117,043
Sales....................................................... 19,922 11,696 7,036
Other....................................................... 11,722 10,095 8,162
--------- --------- ---------
155,960 136,066 132,241
Costs and Expenses:
Cost of sales............................................... 16,334 9,534 5,686
Operating................................................... 56,609 47,934 47,478
Selling and administrative.................................. 23,154 20,795 24,714
Restructuring............................................... -- 2,200 --
Depreciation and amortization............................... 30,359 30,157 30,161
--------- --------- ---------
126,456 110,620 108,039
--------- --------- ---------
Operating Income.............................................. 29,504 25,446 24,202
Other (Charges) Credits:
Interest expense............................................ (19,107) (27,307) (29,241)
Interest income............................................. 2,069 1,452 1,502
Other--net.................................................. (9,573) (6,147) (121)
--------- --------- ---------
Income (Loss) from Continuing Operations before Income Tax
Expense (Benefit) and Extraordinary Item.................... 2,893 (6,556) (3,658)
Income Tax Expense (Benefit).................................. 5,134 (378) (312)
--------- --------- ---------
Loss from Continuing Operations before Discontinued Operations
and Extraordinary Item...................................... (2,241) (6,178) (3,346)
Discontinued Operations:
Income from operations (net of income taxes of $2,025,000 in
1996 and $3,393,000 in 1995).............................. -- 3,929 3,132
Gain (Loss) on disposal (net of income taxes of $20,507,000
in 1997, ($5,406,000) in 1996 and $953,000 in 1995)....... 34,941 (14,598) (4,733)
--------- --------- ---------
34,941 (10,669) (1,601)
--------- --------- ---------
Income (Loss) before Extraordinary Item....................... 32,700 (16,847) (4,947)
Extraordinary Gain (Loss), Early Retirement of Debt (net of
income taxes of ($5,316,000) in 1997 and $587,000 in
1996)....................................................... (8,037) 1,143 --
--------- --------- ---------
Net Income (Loss)............................................. $ 24,663 $ (15,704) $ (4,947)
--------- --------- ---------
--------- --------- ---------
Earnings Per Share:
Income (Loss) from:
Continuing Operations..................................... $ (.09) $ (.25) $ (.14)
Discontinued Operations................................... 1.35 (.43) (.06)
--------- --------- ---------
Income (Loss) before Extraordinary Item..................... 1.26 (.68) (.20)
Extraordinary Item.......................................... (.31) .05 --
--------- --------- ---------
Net Income (Loss)........................................... $ .95 $ (.63) $ (.20)
--------- --------- ---------
--------- --------- ---------
Weighted Average Shares Outstanding........................... 25,960 24,967 24,604
--------- --------- ---------
--------- --------- ---------
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
<S> <C> <C>
1997 1996
---------- ----------
<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current Assets:
Cash.................................................................................... $ 3,639 $ 3,219
Accounts receivable (net of allowance of $4,077,000 in 1997 and
$2,383,000 in 1996)................................................................... 39,686 30,233
Inventories............................................................................. 13,047 6,614
Deferred income taxes................................................................... 6,967 2,447
Income taxes receivable................................................................. 4,917 310
Other current assets.................................................................... 1,495 2,280
---------- ----------
Total Current Assets.............................................................. 69,751 45,103
Investment in discontinued operations--restricted......................................... -- 64,967
Note receivable from MHM.................................................................. -- 3,967
Property, plant and equipment............................................................. 113,589 122,706
Goodwill.................................................................................. 57,056 58,321
Other assets.............................................................................. 17,156 13,359
---------- ----------
Total Assets.............................................................................. $ 257,552 $ 308,423
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................................................................ $ 8,793 $ 8,907
Accrued expenses........................................................................ 22,732 27,729
State taxes payable..................................................................... 177 --
Other current liabilities............................................................... 669 458
Current portion of long-term debt....................................................... 7,648 8,520
---------- ----------
Total Current Liabilities........................................................... 40,019 45,614
Senior debt............................................................................... 128,131 192,461
Subordinated debt......................................................................... 10,055 41,229
Deferred income taxes..................................................................... 28,178 7,254
Other liabilities......................................................................... 2,566 4,420
Commitments and contingencies............................................................. -- --
Stockholders' Equity:
Preferred stock ($.50 par value: Authorized 20,000,000 shares; issued Series A:
6,644,000 in 1997 and 6,688,000 in 1996).............................................. 3,322 3,344
Common stock ($1 par value: Authorized 40,000,000 shares; issued 20,068,000 in 1997 and
19,191,000 in 1996)................................................................... 20,068 19,191
Capital in excess of par value.......................................................... 27,127 21,517
Retained earnings (Accumulated deficit)................................................. 2,892 (21,771)
Treasury stock, at cost (preferred shares: 377,000 in 1997 and 1996; common shares:
739,000 in 1997 and 772,000 in 1996).................................................. (4,806) (4,836)
---------- ----------
Total Stockholders' Equity.......................................................... 48,603 17,445
---------- ----------
Total Liabilities and Stockholders' Equity................................................ $ 257,552 $ 308,423
---------- ----------
---------- ----------
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK RETAINED
---------------------- -------------------- CAPITAL IN EARNINGS
SHARES SHARES EXCESS OF (ACCUMULATED
ISSUED AMOUNT ISSUED AMOUNT PAR VALUE DEFICIT)
----------- --------- --------- --------- ----------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance October 1, 1994......................... 6,816 $ 3,408 19,064 $ 19,064 $ 22,357 $ (1,120)
Net loss........................................ (4,947)
Conversion of preferred stock to common stock... (64) (32) 63 63 (31)
Stock options exercised......................... (202)
----- --------- --------- --------- ----------- -------------
Balance September 30, 1995...................... 6,752 3,376 19,127 19,127 22,124 (6,067)
Net loss........................................ (15,704)
Conversion of preferred stock to common stock... (64) (32) 64 64 (32)
Stock options exercised......................... (575)
----- --------- --------- --------- ----------- -------------
Balance September 30, 1996...................... 6,688 3,344 19,191 19,191 21,517 (21,771)
Net income...................................... 24,663
Conversion of subordinated debentures to common
stock......................................... 833 833 5,417
Conversion of preferred stock to common stock... (44) (22) 44 44 (22)
Acquisition of SpectraCair......................
Stock options exercised......................... 215
----- --------- --------- --------- ----------- -------------
Balance September 30, 1997...................... 6,644 $ 3,322 20,068 $ 20,068 $ 27,127 $ 2,892
----- --------- --------- --------- ----------- -------------
----- --------- --------- --------- ----------- -------------
<CAPTION>
TREASURY
STOCK
---------
<S> <C>
Balance October 1, 1994......................... $ (7,429)
Net loss........................................
Conversion of preferred stock to common stock...
Stock options exercised......................... 386
---------
Balance September 30, 1995...................... (7,043)
Net loss........................................
Conversion of preferred stock to common stock...
Stock options exercised......................... 2,207
---------
Balance September 30, 1996...................... (4,836)
Net income......................................
Conversion of subordinated debentures to common
stock.........................................
Conversion of preferred stock to common stock...
Acquisition of SpectraCair...................... (404)
Stock options exercised......................... 434
---------
Balance September 30, 1997...................... $ (4,806)
---------
---------
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------------
1997 1996 1995
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)................................................................... $ 24,663 $ (15,704) $ (4,947)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization................................................... 30,359 30,157 30,161
Provision for doubtful accounts................................................. 3,234 1,237 993
Provision for deferred income taxes (benefit)................................... 29,480 (650) (434)
Reserve on note receivable from MHM............................................. 5,523 6,000 --
Cash provided by discontinued operations........................................ 660 3,240 7,532
(Income) loss from discontinued operations...................................... (34,941) 10,669 1,601
Extraordinary item, early extinguishment of debt................................ 2,879 (1,730) --
Gain on sale of Cardinal Stock.................................................. (9,213) -- --
Equity participation--PRN warrants.............................................. 11,047 625 --
Other........................................................................... 1,751 484 1,775
Increase (decrease), net of effects from acquisitions:
Accounts receivable............................................................. (8,067) (2,428) (11,305)
Inventories..................................................................... (6,397) (2,433) 1,758
Accounts payable................................................................ (1,577) 2,213 (108)
Accrued expenses................................................................ (4,402) (2,973) (3,036)
Federal and state taxes payable................................................. (36,273) -- (83)
Deferred income taxes........................................................... (2,559) 1,933 3,236
Other current assets and liabilities............................................ (4,930) (1,572) (824)
--------- --------- ---------
Net cash provided by operating activities........................................... 1,237 29,068 26,319
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets........................................................ -- 3,976 10,957
Proceeds from sale of discontinued operations....................................... 130,259 1,500 23,858
Purchase of equipment............................................................... (15,458) (18,073) (11,548)
Acquisition of SpectraCair.......................................................... (1,915) -- --
Note receivable from SpectraCair.................................................... -- (3,250) --
Payment of note receivable from SpectraCair......................................... -- 3,250 --
Repurchase of MEDIQ/PRN warrants.................................................... (12,500) (1,625) --
Other............................................................................... 947 (2,727) (6,636)
--------- --------- ---------
Net cash provided by (used in) investing activities................................. 101,333 (16,949) 16,631
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings.......................................................................... 214,000 25,747 1,190
Debt repayments..................................................................... (307,639) (39,045) (42,853)
Deferred financing fees............................................................. (8,874) -- --
Proceeds from exercise of options................................................... 363 1,432 184
--------- --------- ---------
Net cash used in financing activities............................................... (102,150) (11,866) (41,479)
--------- --------- ---------
Increase in cash.................................................................... 420 253 1,471
Cash:
Beginning balance................................................................. 3,219 2,966 1,495
--------- --------- ---------
Ending balance.................................................................... $ 3,639 $ 3,219 $ 2,966
--------- --------- ---------
--------- --------- ---------
Supplemental disclosure of cash flow information:
Interest paid..................................................................... $ 21,381 $ 25,563 $ 26,200
--------- --------- ---------
--------- --------- ---------
Income taxes paid................................................................. $ 7,553 $ 557 $ 205
--------- --------- ---------
--------- --------- ---------
Supplemental disclosure of non-cash investing and financing activities:
Conversion of 7.25% subordinated debentures into common stock....................... $ 6,251 $ -- $ --
--------- --------- ---------
--------- --------- ---------
Equipment financed with long-term debt and capital leases........................... $ -- $ 840 $ 1,808
--------- --------- ---------
--------- --------- ---------
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF OPERATIONS--The Company rents movable critical care and life
support medical equipment, distributes disposable products, accessories and
repair parts used with the types of equipment it rents and provides other
services to its customers in the health care industry.
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of MEDIQ Incorporated and its subsidiaries (the "Company").
Investments in companies owned 20% to 50% are accounted for under the equity
method of accounting. Investments in discontinued operations are stated at the
lower of cost or net realizable value. In consolidation, all significant
intercompany transactions and balances have been eliminated.
INVENTORIES--Inventories, which consist primarily of disposable products and
repair parts for rental equipment, are stated at the lower of cost (first-in,
first-out method) or market.
PROPERTY, PLANT AND EQUIPMENT--Rental equipment, machinery and equipment,
buildings and improvements, and land are recorded at cost. Capital leases are
recorded at the lower of fair market value or the present value of future lease
payments. The Company provides straight-line depreciation and amortization over
the estimated useful lives (rental equipment and machinery and equipment--2 to
10 years and buildings and improvements--10 to 25 years).
GOODWILL--The cost of acquired businesses in excess of net assets is
amortized on a straight-line basis primarily over periods of 20 years.
Accumulated amortization was $18.6 million and $15.3 million as of September 30,
1997 and 1996, respectively.
CARRYING VALUE OF LONG-TERM ASSETS--The Company evaluates the carrying value
of long-term assets, including rental equipment, goodwill and other intangible
assets, based upon current and anticipated undiscounted cash flows, and
recognizes an impairment when it is probable that such estimated cash flows will
be less than the carrying value of the asset. Measurement of the amount of
impairment, if any, is based upon the difference between carrying value and fair
value.
REVENUE RECOGNITION POLICY--The Company derives revenues from the following
sources: RENTAL-- rental of moveable medical equipment; SALES--sales of
disposable products, repair parts and equipment; and OTHER--logistical services,
maintenance and reconditioning services and management consulting services.
In fiscal 1997, the Company entered into several revenue-share arrangements
with original equipment manufacturers ("OEM") whereby the Company rents moveable
medical equipment and sells disposable products owned by the OEM to the
Company's customers. Under such arrangements, the Company bills the customer and
pays the OEM a fee based upon a percentage of the amount billed. Revenue share
arrangements have allowed the Company to generate revenue without any additional
capital investment. The Company bears the risk of loss relating to the equipment
and collection of revenue. The revenue related to the rental of such OEM-owned
equipment is included in rental revenue while the related fees are reflected in
operating expenses. The revenue related to the sale of the OEM's disposable
products is included in sales while the related fees are reflected in cost of
goods sold.
Rental revenue is recognized in accordance with the terms of the related
rental agreement and the usage of the related rental equipment. Revenues from
other operating activities are recognized as services are rendered, as income is
earned or as products are shipped.
F-7
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SUBSIDIARY AND UNCONSOLIDATED AFFILIATE STOCK TRANSACTIONS--Gains (losses)
resulting from the issuance or repurchase of stock by subsidiaries and
unconsolidated affiliates are recognized by the Company as equity participation,
a component of Other Expense-net, in the Consolidated Statements of Operations.
EARNINGS (LOSS) PER SHARE--Primary net earnings (loss) per share are
computed by dividing net earnings (loss) by the weighted average number of
shares of common stock and common stock equivalents outstanding during the
period. Common stock equivalents include shares issuable upon conversion of the
Company's convertible preferred stock and exercise of outstanding stock options.
Fully diluted earnings per share are not disclosed because the calculation
results in dilution of less than 3%.
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 at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates and assumptions.
RECLASSIFICATION OF ACCOUNTS--Certain reclassifications have been made to
conform prior years' balances to the current year presentation.
NOTE B--DISPOSITIONS
During fiscal 1997 the Company completed its previously announced strategy
of divesting substantially all operating assets other than MEDIQ/PRN Life
Support Services, Inc. ("MEDIQ/PRN") and MEDIQ Management Services, Inc. and
using the proceeds thereof to reduce indebtedness.
In November 1997, the Company sold to InnoServ Technologies ("InnoServ") all
of the 2,026,483 shares of InnoServ common stock owned by it, together with a
warrant to acquire additional shares of InnoServ common stock. Under the terms
of the agreement, no cash payment was made by InnoServ. However, the parties
agreed to terminate a non-compete covenant relating to maintenance and repair
services. In addition, in the event of a change of control of InnoServ before
September 30, 1998, the Company will be entitled to certain payments from the
acquiring party as if it had continued to own the shares. Accordingly, the
Company has recorded a reserve of $5 million before taxes ($1.3 million after
taxes) as a component of Income from Discontinued Operations in the Company's
Consolidated Statement of Operations. The Company had acquired the InnoServ
shares and warrant in connection with its 1994 sale of MEDIQ Equipment and
Maintenance Services, Inc.
On May 7, 1997, the Company sold the stock of Health Examinetics, Inc. to
the management of Health Examinetics for approximately $1.7 million, consisting
of $.1 million in cash and an interest-bearing promissory note in the amount of
$1.6 million. The promissory note bears interest at 7% per annum and matures in
April 2003. Interest only is due on the note for the first eighteen months.
Quarterly principal and interest payments commence on January 1, 1999. The sale
resulted in an after-tax charge of $1 million, or $.04 per share in addition to
the estimated net loss on the disposal recorded in fiscal 1996. The charge is
reflected as a component of Income from Discontinued Operations in the Company's
Consolidated Statement of Operations.
On December 31, 1996 the Company sold to NutraMax Products, Inc.
("NutraMax") all of the 4,037,258 shares of NutraMax common stock owned by the
Company at a price of $9.00 per share. Under the terms of the agreement, the
Company received from NutraMax $19.9 million in cash and an
F-8
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE B--DISPOSITIONS (CONTINUED)
interest-bearing promissory note (the "note") in the amount of $16.4 million.
The note is payable when NutraMax shares owned by the Company, which currently
are held in escrow in support of the Company's 7.50% Exchangeable Subordinated
Debentures ("7.50% debentures"), are released from that escrow. The NutraMax
shares are to be released from escrow upon the purchase or redemption of the
7.50% debentures. In the event the 7.50% debentures are exchanged into shares of
NutraMax, the note receivable will be reduced on a pro rata basis. The note does
not bear a market rate of interest for its full term. Accordingly, the Company
discounted the note to $13.6 million and recognized an after-tax gain of $4.8
million.
From January through September 1997, the Company repurchased $17.8 million
of the 7.50% debentures in the open market and a private transaction (See Note
H) which resulted in the release of 1,161,961 shares of NutraMax common stock
from escrow. The shares were delivered to NutraMax resulting in cash payments on
the Note aggregating $10.5 million and the realization of a $1.8 million pre-tax
gain as a result of the recognition of a portion of the discount on the note.
The gain is reflected in Other Expense-net on the Company's Consolidated
Statement of Operations. At September 30, 1997, the balance of the note
receivable was $4.8 million, net of a discount of $1.1 million. The cash
proceeds from these transactions were used to reduce debt.
In November 1996, the Company sold substantially all of the assets of MEDIQ
Mobile X-Ray Services, Inc. ("Mobile X-Ray") to Symphony Diagnostics, Inc., a
subsidiary of Integrated Health Services, Inc. ("IHS") for $5.3 million in cash
and shares of IHS common stock with a value of $5.2 million at the closing with
the possibility of the Company receiving additional cash consideration based
upon the occurrence of certain future events. In July 1997, the Company sold the
IHS shares at an amount which approximated its carrying value. Also, in fiscal
1997 the Company received approximately $1.1 million in additional cash
consideration.
On October 11, 1996, PCI Services, Inc. ("PCI"), was acquired by Cardinal
Health, Inc. ("Cardinal"). In that transaction, the Company received 1,449,000
shares (adjusted for stock split) of Cardinal stock in exchange for its 46%
ownership interest in PCI. The Company recognized an after-tax gain of $32.6
million on this transaction as a component of Income from Discontinued
Operations in the Company's Consolidated Statement of Operations. The Company
sold its Cardinal shares in January 1997 for $88.4 million and used the proceeds
to reduce debt.
In September 1996, the Company sold its common stock investment in
HealthQuest to management for approximately $75,000 which approximated its
carrying value.
In August 1995, the Company sold the assets of MEDIQ Imaging Services, Inc.,
to NMC Diagnostic Services Inc., a division of W.R. Grace & Co., for
approximately $17.0 million in cash, and the assumption of $9.7 million of debt.
In June 1995, the Company sold Medifac, Inc. and related assets to the
management of Medifac for approximately $11.0 million, consisting of $6.0
million in cash and $5.0 million in notes, and the assumption of $26.9 million
of non-recourse debt.
Revenues from discontinued operations (excluding equity investees) were $6.6
million, $36.8 million and $78.4 million in 1997, 1996 and 1995 respectively.
F-9
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE C--RESTRUCTURING CHARGE
In the first quarter of fiscal 1996, the Company recorded a restructuring
charge of $2.2 million for employee severance costs incurred in connection with
a plan approved by the Board of Directors to downsize corporate functions and
consolidate certain activities with the operations of MEDIQ/PRN. The plan
resulted in the termination of 29 employees in fiscal 1996. The Company paid
approximately $1.5 million of severance benefits through September 30, 1997 with
the balance of the restructuring obligation due over the next two fiscal years.
NOTE D--UNIVERSAL HOSPITAL SERVICES, INC.
In February 1997, the Company entered into a definitive agreement with
Universal Hospital Services, Inc. ("UHS") to acquire the outstanding shares of
UHS for $17.50 per share. Including the assumption of debt, the total purchase
price would have been $138.0 million. In April 1997, the shareholders of UHS
approved the acquisition subject to Federal regulatory approval pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act. In July 1997, the Company and UHS
were informed by the Federal Trade Commission ("FTC") that it had authorized its
staff to take legal action to block the proposed transaction, and subsequently
the FTC filed a motion for a preliminary injunction to block the transaction. In
September 1997, facing the likelihood of a protracted administrative proceeding
before the FTC, the uncertainty of the outcome and the costs associated with
continuing to defend against the efforts of the FTC to prevent the merger, the
Company and UHS mutually terminated the proposed acquisition. The Company
wrote-off $4.0 million ($2.4 million net of taxes, or $.09 per share) of
deferred acquisition and financing costs related to the proposed acquisition
which is included in Other Expense-net in the Company's Consolidated Statement
of Operations.
NOTE E--ACQUISITION
On September 18, 1997, the Company's wholly owned subsidiary, MEDIQ/PRN,
acquired the remaining 50% interest in its SpectraCair Joint Venture
("SpectraCair") from a subsidiary of Huntleigh Healthcare ("Huntleigh") for $1.9
million in cash and the assumption of Huntleigh's portion of the outstanding
debt of SpectraCair. The acquisition was accounted for under the purchase method
of accounting and, accordingly, the purchase price was allocated to assets
acquired and liabilities assumed based on their estimated fair market values at
the date of the acquisition. The excess of the purchase price over the estimated
fair values of the net assets acquired was recorded as goodwill and is being
amortized over twenty years.
F-10
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE F--PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
<S> <C> <C>
1997 1996
---------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Rental equipment...................................................... $ 229,095 $ 211,948
Equipment and fixtures................................................ 12,787 11,460
Building and improvements............................................. 7,589 7,486
Land.................................................................. 149 149
---------- ----------
249,620 231,043
Less accumulated depreciation and amortization........................ (136,031) (108,337)
---------- ----------
$ 113,589 $ 122,706
---------- ----------
---------- ----------
</TABLE>
Depreciation and amortization expense related to property, plant and
equipment was $26.5 million, $26.3 million and $26.1 million in 1997, 1996 and
1995, respectively.
NOTE G--ACCRUED EXPENSES
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1996
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Interest................................................................ $ 2,135 $ 5,360
Payroll and related taxes............................................... 3,588 3,756
Severance............................................................... 2,431 2,971
Government investigations............................................... 4,200 6,000
Insurance............................................................... 1,960 1,632
Pension................................................................. 1,961 2,188
Other................................................................... 6,457 5,822
--------- ---------
$ 22,732 $ 27,729
--------- ---------
--------- ---------
</TABLE>
F-11
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE H--LONG TERM DEBT
Senior debt consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
<S> <C> <C>
1997 1996
---------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Term loans............................................................ $ 128,933 $ 27,448
Revolving credit facilities........................................... 3,500 --
Capital lease obligations payable in varying installments through 1999
at fixed rates from 9.1% to 13.6%................................... 3,346 6,204
Senior secured notes due 1999......................................... -- 100,000
Lines of credit....................................................... -- 26,030
7.25% convertible subordinated debentures due 2006.................... -- 22,500
10% subordinated notes due 2004....................................... -- 8,799
10% subordinated notes due 1999....................................... -- 10,000
---------- ----------
135,779 200,981
Less current portion.................................................. 7,648 8,520
---------- ----------
$ 128,131 $ 192,461
---------- ----------
---------- ----------
</TABLE>
Subordinated debt consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1996
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Corporate debt:
7.50% exchangeable subordinated debentures due 2003................... $ 10,055 $ 34,500
7.25% convertible subordinated debentures due 2006.................... -- 6,729
--------- ---------
$ 10,055 $ 41,229
--------- ---------
--------- ---------
</TABLE>
On October 1, 1996, the Company, together with MEDIQ/PRN entered into a $260
million Credit Agreement with a group of lenders led by Banque Nationale de
Paris as Administrative Agent and NationsBank, N.A. as the Documentation Agent.
(the "Existing Credit Agreement"). The Credit Agreement provides for four
separate loans, a Term A loan ($35 million), a Term B loan ($100 million), an
Acquisition Revolver ($100 million) and a Working Capital Revolver ($25
million). The amounts available under the Credit Agreement allowed the Company
to refinance substantially all of its existing senior debt, its outstanding
lines of credit, all of MEDIQ/PRN's subordinated debt, and MEDIQ/PRN's $100
million 11 1/8% Senior Secured Notes due 1999. Accordingly, the Company
reflected the outstanding balances of its lines of credit, certain subordinated
debt and Senior Secured Notes as long-term senior debt on its Consolidated
Balance Sheet at September 30, 1996.
In January 1997, the Credit Agreement was amended to increase certain
components of the facility by $50 million, subject to approval of the proposed
acquisition of UHS pursuant to the Hart-Scott-Rodino Antitrust Improvements Act
and by UHS' stockholders. This amendment was terminated in conjunction with the
termination of the proposed acquisition of UHS in September 1997. In November
1997, the Acquisition Revolver was reduced to $25 million.
F-12
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE H--LONG TERM DEBT (CONTINUED)
Borrowings under the Credit Agreement bear interest at either the prime rate
plus a factor or at a Eurodollar rate plus a factor. The factor may change
quarterly based upon the Company's leverage ratio, as defined in the Credit
Agreement. The Company's interest rate on the Term A loan, the Acquisition
Revolver and the Working Capital Revolver is prime (8.50% at September 30, 1997)
plus .5% or Eurodollar (6.0625% at September 30, 1997) plus 2.0% and the
interest rate on the Term B loan is prime plus 1.25% or Eurodollar plus 2.75%.
During fiscal 1997, the weighted average interest rates were as follows: (i)
Term A loan--8.45%, (ii) Acquisition Revolver--8.56%, (iii) Working Capital
Revolver--9.15%, and (iv) Term B loan--9.00%. The loans are collateralized by
substantially all of the assets of the Company. The proceeds from the sales of
PCI, NutraMax, Mobile X-Ray and Health Examinetics were utilized to repay
outstanding advances under the Acquisition Revolver upon receipt.
The Term A loan is payable in quarterly installments of $1.2 million from
December 31, 1996 through September 30, 2001 and in quarterly installments of
$2.7 million from December 31, 2001 through September 30, 2002. The Term B loan
is payable in quarterly installments of $250,000 from December 31, 1996 through
September 30, 2002, quarterly installments of $8.5 million in fiscal 2003 and
quarterly installments of $15 million in fiscal 2004. The Company can borrow and
repay under the Acquisition Revolver until March 31, 1998 in accordance with the
Credit Agreement. On March 31, 1998, the Acquisition Revolver converts to a term
loan which will be repaid in quarterly installments beginning on June 30, 1998.
The first two installments will be at 5.0% of the converted balance and all
remaining quarterly payments will be at 5.625% of the converted balance. The
Working Capital Revolver terminates on September 30, 2002 at which time all
outstanding balances are due.
The Credit Agreement requires the Company to maintain certain financial
ratios and imposes certain other financial limitations. The terms of the
Company's Credit Agreement precluded the payment of cash dividends until October
1, 1997. The Company does not intend to pay any dividends in the foreseeable
future.
As a result of the refinancing, the Company recognized an extraordinary
charge of $13.0 million ($7.7 million net of taxes) resulting from the write-off
of deferred charges and premiums incurred related principally to the tender
offer to purchase the $100 million 11 1/8% Senior Secured Notes due 1999, and a
non-recurring charge of $11.0 million for the repurchase of a warrant to
purchase 10% of the capital stock of MEDIQ/PRN issued in connection with
financing the Kinetic Concepts, Inc. acquisition. The non-recurring charge is
reflected as equity participation, a component of Other Expense-net, in the
Company's Consolidated Statement of Operations.
The 7.50% debentures are exchangeable into shares of NutraMax common stock
owned by the Company, at an equivalent of $15.30 per share, and are redeemable
in whole or in part at the option of the Company. The NutraMax shares are also
held in escrow under the terms of an agreement of sale, as discussed in Note B.
Interest is payable semi-annually on January 15 and July 15. In fiscal 1997, the
Company repurchased $24.4 million of the 7.50% debentures in the open market at
a discount. The Company recognized an extraordinary loss in connection with the
repurchase of the 7.50% debentures and write-offs of related deferred charges in
the aggregate amount of $26,000 net of taxes.
During fiscal 1997, the Company repurchased or redeemed $23 million of the
7.25% Subordinated Convertible Debentures due 2006 ("7.25% debentures"). The
Company recognized an extraordinary loss in connection with the repurchase of
the 7.25% debentures and write-offs of related deferred
F-13
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE H--LONG TERM DEBT (CONTINUED)
charges in the aggregate amount of $.3 million. The remaining balance of $6.2
million of the 7.25% debentures was converted into 833,446 shares of the
Company's common stock.
Maturities of long-term debt giving effect to the refinancing described
above are as follows:
<TABLE>
<CAPTION>
SUBORDINATED
(IN
YEAR ENDING SEPTEMBER 30, SENIOR THOUSANDS) TOTAL
- -------------------------------------------------------------------------- ---------- ------------- ----------
<S> <C> <C> <C>
1998...................................................................... $ 7,648 $ -- $ 7,648
1999...................................................................... 7,148 -- 7,148
2000...................................................................... 5,914 -- 5,914
2001...................................................................... 5,788 -- 5,788
2002...................................................................... 15,475 -- 15,475
Thereafter................................................................ 93,806 10,055 103,861
---------- ------------- ----------
$ 135,779 $ 10,055 $ 145,834
---------- ------------- ----------
---------- ------------- ----------
</TABLE>
F-14
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE I--FINANCIAL INSTRUMENTS
The Company utilizes interest rate swap contracts ("swap contracts") to
manage interest rate exposure. The principal objective of such contracts is to
minimize the risks and/or costs associated with financial activities. The
Company does not utilize swap contracts for trading or other speculative
purposes. The counterparties to these contractual agreements are a diverse group
of major financial institutions with which the Company also has other financial
relationships. The Company is exposed to credit loss in the event of
nonperformance by these counterparties. However, the Company does not anticipate
nonperformance by the other parties.
INTEREST RATE INSTRUMENTS: The Company enters into interest rate swap and
interest rate collar contracts to reduce the impact of changes in interest rates
on its floating rate debt. The swap contracts exchange floating rate for fixed
interest payments periodically over the life of the contracts without the
exchange of the underlying notional amounts. The notional amounts of swap
contracts are used to measure interest to be paid or received and do not
represent the amount of exposure to credit loss. For swap contracts that
effectively hedge interest rate exposures, the net cash amounts paid or received
on the contract are accrued and recognized as an adjustment to interest expense.
As of September 30, 1997, the Company had the following interest rate
instruments in effect (notional amounts in thousands; the swap and collar rates
are based on 3-month LIBOR):
<TABLE>
<CAPTION>
1997
-------------------------------------
NATIONAL STRIKE
AMOUNT RATE PERIOD
--------- ----------- -------------
<S> <C> <C> <C>
Interest rate swap.......................................... $ 50,000 6.26% 10/97--1/98
Interest rate collar........................................ 50,000 7.43% 10/97--1/98
50,000 5.25% 10/97--1/98
</TABLE>
NOTE J--COMMITMENTS AND CONTINGENCIES
LEASES--The Company leases certain equipment, automobiles and office space.
The future minimum lease payments under noncancelable operating leases and
capital leases are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
YEAR ENDING SEPTEMBER 30, LEASES LEASES
- ------------------------------------------------------------------------- --------- -----------
<S> <C> <C>
(IN THOUSANDS)
1998..................................................................... $ 2,104 $ 4,249
1999..................................................................... 1,499 2,627
2000..................................................................... 128 1,870
2001..................................................................... -- 831
2002 and thereafter...................................................... -- 342
--------- -----------
Total minimum lease payments............................................. 3,731 $ 9,919
-----------
-----------
Amount representing interest............................................. 385
---------
Present value of minimum lease payments.................................. $ 3,346
---------
---------
</TABLE>
F-15
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE J--COMMITMENTS AND CONTINGENCIES (CONTINUED)
Total rent expense under operating leases was $5.6 million, $5.2 million and
$5.4 million in 1997, 1996 and 1995, respectively. Certain leases, which are for
terms of up to 5 years, contain options to renew for additional periods.
At September 30, 1997, rental equipment and machinery and equipment included
assets under capitalized lease obligations of $11.5 million, less accumulated
amortization of $4.3 million.
PURCHASE COMMITMENTS--Pursuant to a Distribution Agreement and several
purchase agreements with vendors, MEDIQ/PRN has agreed to purchase approximately
$31.0 million of certain products in the next two fiscal years. The Company
purchased $1.2 million, $5.9 million and $2.4 million under purchase commitment
agreements in 1997, 1996 and 1995, respectively.
EMPLOYMENT AGREEMENTS--The Company maintains employment agreements with two
of its Executive Officers and certain officers and employees of its
subsidiaries. Such agreements, which automatically renew each year unless
terminated as described in the agreement, provide for minimum salary levels,
adjusted annually in accordance with Company policy, as well as for incentive
bonuses that are payable if specified management goals are attained. A majority
of the employment agreements contain provisions for severance payments unless
the individual is terminated for cause or resigns. As of September 30, 1997, the
aggregate minimum commitment under these employment agreements, excluding
bonuses, was approximately $6,000,000. In addition, the agreements provide for
special bonuses to be paid to the Executive Officers, as well as the former
Chief Financial Officer, if a Sale Transaction were to occur (as defined in the
agreement). The special bonuses are based on the aggregate value of any future
transaction, and accordingly cannot be determined at this time.
INVESTIGATIONS AND LEGAL PROCEEDINGS--MEDIQ Imaging, the assets of which
were sold by the Company in August 1995, was the subject of a civil
investigation by the United States Attorney's Office for the District of New
Jersey and the Department of Health and Human Services. The investigation
focused on advice given by certain MEDIQ Imaging employees to physician
customers of MEDIQ Imaging relating to the reassignment of certain Medicare
claims. The Company and MEDIQ Imaging voluntarily reported the issue to the U.S.
Government in January 1995 after learning that the advice given by the employees
may have been inconsistent with the regulations relating to reassignment. The
Company and MEDIQ Imaging cooperated in the investigation and denied any
wrongdoing. In December 1997, desiring to avoid the delay, expense, and
uncertainty of protracted litigation, the Company reached a settlement with the
U.S. Government for $4.2 million, which was fully reserved as of September 30,
1997. The settlement represents the repayment of alleged excess Medicare
reimbursements.
In February 1997, the Company was sued in the Superior Court of New Jersey
by its former wholly owned subsidiary, MHM Services, Inc. ("MHM"; formerly
Mental Health Management, Inc.). The suit challenged the validity of a note
receivable the Company and MHM entered into upon the spin-off of MHM to MEDIQ's
shareholders in August 1993. In addition, beginning in February 1997, MHM
stopped making the required monthly installments on the note, and therefore, the
Company gave notice to MHM of its default on the note and declared all sums
outstanding under the note to be immediately due and payable. In September 1997,
as a result of continued deterioration in MHM's financial condition, the Company
recorded a reserve for the remaining balance of the note receivable, which had
been partially reserved in 1996, and accrued interest on the note receivable. In
October 1997, the Company filed a motion for summary judgment against MHM. In
November 1997, the Court granted summary
F-16
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE J--COMMITMENTS AND CONTINGENCIES (CONTINUED)
judgment in favor of the Company and against MHM on all counts. Specifically,
the Court ruled that the note receivable was valid and enforceable. The Court
also rejected MHM's request for a stay pending appeal. MHM has filed a Motion
for Reconsideration which is currently pending.
Mobile X-Ray, the assets of which the Company sold in November 1996, was the
subject of an investigation by the Wage and Hour Division of the United States
Department of Labor (the "DOL"). The DOL had indicated that it believed that the
practice of treating technologists as exempt professionals was incorrect. The
Company maintained that the practice of treating x-ray technologists as exempt
was correct and proper. In May 1997, the Company reached a settlement with the
DOL which required the Company to pay certain Mobile X-Ray employees back wages
aggregating $213,000 including legal fees. The back wages were paid in September
1997.
On June 12, 1996, the Company, ATS Medical Services, Inc. ("ATS") and Mobile
X-Ray were sued in the United States District Court for the Middle District of
Pennsylvania by Gerard and Sharon Callie, who are both former employees of ATS.
The lawsuit alleges that the Callies were wrongfully terminated and asserts
claims pursuant to the whistleblower provisions of the False Claims Act and the
Pennsylvania Wage Payment and Collection Law. The plaintiffs made a demand for
damages totaling nearly $800,000. The Company believes it has no liability and
intends to vigorously defend this case. Trial has been scheduled for February
1998.
In addition, the Company has pending several legal claims incurred in the
normal course of business, which in the opinion of management, will not have
material effect on the consolidated financial statements.
NOTE K--FAIR VALUE OF FINANCIAL INSTRUMENTS
Estimated fair value of financial instruments is provided in accordance with
the requirements of SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments". The estimated fair value amounts have been determined by the
Company using available market information and appropriate methodologies.
However, considerable judgment is necessarily required in interpreting market
data to develop the estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that the Company
could realize in a current market exchange.
The use of different market assumptions and/or estimation methodologies may
have a material effect on the estimated fair value amounts.
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE--The carrying amounts of these
items are an estimate of their fair values at September 30, 1997.
LONG-TERM DEBT (EXCLUDING CAPITAL LEASE OBLIGATIONS)--The fair value of
the Company's publicly-traded debt is based on quoted market prices.
Interest rates that are currently available to the Company for issuance of
debt with similar terms and remaining maturities are used to estimate fair
value for debt issues for which quoted market prices are not available. The
carrying amount and estimated fair value of long-term debt are $145.8
million and $146.2 million, respectively.
F-17
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE K--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
INTEREST RATE INSTRUMENTS--The fair values are the estimated amounts
that the Company would receive or pay to terminate the agreements at
September 30, 1997, taking into account current interest rates and the
current creditworthiness of the counterparties. At September 30, 1997, the
notional amounts were $100 million, the carrying value was $61,000 and the
fair value was $304,000, which represents the cost to settle these
instruments.
The fair value estimates presented herein are based on information available
to management as of September 30, 1997, and have not been comprehensively
revalued for purposes of these financial statements since that date. Current
estimates of fair value may differ significantly from the amounts presented
herein.
NOTE L--COMMON AND PREFERRED STOCK
Series A preferred stock is convertible on a one-for-one basis into shares
of common stock, votes generally with the common stock as a single class, and in
all such votes, has ten votes per share. The preferred stock participates in
cash dividends at a rate equal to 60% of the amount paid on the common stock and
has a $.50 per share preference in the event of dissolution or liquidation.
NOTE M--INCOME TAXES
Income tax expense (benefit) relating to continuing operations consisted of
the following:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------
<S> <C> <C> <C>
1997 1996 1995
---------- --------- ---------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
Current:
Federal............................................. $ (24,397) $ -- $ --
State............................................... 51 272 122
---------- --------- ---------
(24,346) 272 122
---------- --------- ---------
Deferred:
Federal............................................. 29,641 (810) (1,432)
State............................................... (161) 160 998
---------- --------- ---------
29,480 (650) (434)
---------- --------- ---------
Total income tax expense (benefit)................ $ 5,134 $ (378) $ (312)
---------- --------- ---------
---------- --------- ---------
</TABLE>
F-18
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE M--INCOME TAXES (CONTINUED)
The differences between the Company's income tax expense (benefit) and the
income tax expense (benefit) computed using the U.S. federal income tax rate
were as follows:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------------
<S> <C> <C> <C>
1997 1996 1995
--------- --------- ---------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
Statutory federal tax expense (benefit)............... $ 984 $ (2,229) $ (1,244)
State income taxes, net of federal income taxes....... (72) 1,201 739
Goodwill amortization................................. 350 368 344
Equity Participation--PRN warrants.................... 3,756 213 --
Other items--net...................................... 116 69 (151)
--------- --------- ---------
Income tax expense (benefit).......................... $ 5,134 $ (378) $ (312)
--------- --------- ---------
--------- --------- ---------
</TABLE>
Significant components of the Company's deferred tax assets and liabilities
were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1996
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Liabilities:
Depreciation.......................................................... $ 28,004 $ 30,105
Intangible assets..................................................... 2,050 13,887
Accrued Expenses...................................................... 4,510 4,720
Prepaid Expenses...................................................... 117 76
Other................................................................. 768 674
--------- ---------
Gross deferred tax liabilities...................................... 35,449 49,462
Assets:
Net operating and capital loss carry forwards......................... 4,894 29,478
Tax credit carry forwards............................................. 1,997 5,878
Accrued expenses and reserves......................................... 6,972 8,721
Intangible assets..................................................... 364 231
Other................................................................. 4,905 3,504
--------- ---------
Gross deferred tax assets........................................... 19,132 47,812
Valuation allowance................................................... (4,894) (3,157)
--------- ---------
14,238 44,655
--------- ---------
Net deferred tax liability............................................ $ 21,211 $ 4,807
--------- ---------
--------- ---------
</TABLE>
During fiscal 1997, the Company utilized $49.7 million of net operating loss
carry forwards and $25.5 million of capital loss carry forwards. At September
30, 1997, for income tax purposes, the Company had alternative minimum tax
credit carry forwards of approximately $1.6 million. State net operating loss
carry forwards were $81.6 million, expire through 2010, and are fully reserved
in the
F-19
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE M--INCOME TAXES (CONTINUED)
valuation allowance. The Company also had a carry forward of Investment Tax
Credit and Rehabilitation Tax Credit of $219,000 expiring through 2003.
NOTE N--RELATED PARTY TRANSACTIONS
In connection with the spin-off of MHM in fiscal 1993, MHM was obligated to
the Company pursuant to a promissory note with MHM in the original amount of
$11.5 million due in August 1998. The note bears interest at the prime rate plus
1.5% with interest payments only through fiscal 1995. Principal and interest
payments commenced October 1, 1996. The Company recorded interest income related
to the MHM note of $1.0 million, $1.1 million and $1.2 million in 1997, 1996 and
1995, respectively. As a result of the continued deterioration in MHM's
financial condition, the Company established reserves of $5.5 million and $6.0
million on amounts due from MHM, including accrued interest, in fiscal 1997 and
1996 respectively.
In 1997, 1996 and 1995, the Company incurred legal fees of approximately
$2.2 million, $657,000, and $700,000 respectively, to a law firm in which the
Company's Chairman of the Board of Directors was a partner.
In 1997 and 1996, the Company incurred consulting fees of approximately
$85,000 and $126,000 respectively to a law firm of which another member of the
Board of Directors is a partner.
The Company derived revenues of $33,000, $175,000 and $340,000 in 1997, 1996
and 1995, respectively, pursuant to agreements to provide financial management,
legal and risk management services to PCI, NutraMax, MHM and InnoServ.
NOTE O--STOCK OPTION PLANS
The Company maintains stock option plans (the "Plans") for the benefit of
officers and key employees of the Company and its subsidiaries. Options granted
vest over periods up to five years and are exercisable for periods up to ten
years from the date of grant at a price which equals fair market value at the
date of grant.
The Company accounts for the Plans in accordance with APB Opinion No. 25,
under which no compensation cost has been recognized. Had compensation cost for
the Plans been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income and earnings per share would
have been reduced by $556,000 and $.02 per share, respectively, for fiscal 1997
and $129,000 and $.01 per share respectively, for fiscal 1996.
Because the SFAS 123 method of accounting has not been applied to options
granted prior to October 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.
F-20
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE O--STOCK OPTION PLANS (CONTINUED)
The following summarizes all stock option transactions for the Company under
the Plans from October 1, 1994 through September 30, 1997:
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996 FISCAL 1995
------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
----------- ----------- ----------- ----------- ----------- -----------
<CAPTION>
(000'S) (000'S) (000'S)
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of year........... 1,686 $ 3.89 1,111 $ 3.10 1,442 $ 3.13
Granted.................................. 553 8.06 1,153 4.49 21 4.11
Exercised................................ (37) 3.98 (575) 2.87 (60) 3.06
Canceled................................. (160) 7.04 (3) 4.22 (292) 3.39
----- ----- ----- ----- ----- -----
Outstanding, end of year................. 2,042 $ 4.97 1,686 $ 3.89 1,111 $ 3.10
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
Exercisable, end of year................. 893 $ 4.13 617 $ 3.43 1,111 $ 3.10
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
</TABLE>
The weighted average fair value of options granted during fiscal 1997 and
1996 was $2.1 million and $2.3 million respectively. The fair value of the
options granted were estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions for grants in both fiscal
1997 and 1996: risk-free interest rates ranging from 5.48% to 6.43%, expected
life of 7 years, expected volatility of 36% and dividend yield of 0%.
Information relative to stock options outstanding as of September 30, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------- OPTIONS EXERCISABLE
WEIGHTED ------------------------------
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CONTRACTUAL EXERCISE EXERCISE
EXERCISE PRICES OPTIONS LIFE IN YEARS PRICE OPTIONS PRICE
- --------------------------- ----------- ------------------- ----------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
(000'S) (000'S)
$2.73--$3.49............... 395 1.36 $ 3.06 395 $ 3.06
$4.00--$5.3125............. 1,208 7.64 4.47 410 4.33
$8.06--$8.13............... 439 9.75 8.06 88 8.06
----- --- ----- --- -----
2,042 6.60 $ 4.97 893 $ 4.13
----- --- ----- --- -----
----- --- ----- --- -----
</TABLE>
As of September 30, 1997, approximately 461,000 additional shares were
available to be issued pursuant to the Plans.
NOTE P--PENSION PLAN
The Company maintains a noncontributory pension plan which provides
retirement benefits to substantially all employees. Employees generally are
eligible to participate in the plan after one year of service and become fully
vested after five years of service. The plan provides defined benefits based on
years of credited service and compensation. The Company makes contributions that
are sufficient to
F-21
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE P--PENSION PLAN (CONTINUED)
fully fund its actuarially determined cost, generally equal to the minimum
amounts required by ERISA. Assets of the plan consist primarily of stocks, bonds
and annuities.
Net periodic pension expense is comprised of the following:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------------
<S> <C> <C> <C>
1997 1996 1995
--------- --------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost--benefits earned during the period............... $ 451 $ 609 $ 785
Interest cost on projected benefit obligation................. 1,158 1,066 929
Actual return on plan assets.................................. (3,029) (1,463) (1,642)
Net amortization and deferrals................................ 1,952 544 851
--------- --------- ---------
Net periodic pension expense.................................. $ 532 $ 756 $ 923
--------- --------- ---------
--------- --------- ---------
</TABLE>
The following table presents the funded status of the Company's pension plan
and the amounts reflected in the Consolidated Balance Sheets:
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
<S> <C> <C>
1997 1996
---------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits..................................................... $ (15,116) $ (13,141)
---------- ----------
---------- ----------
Accumulated benefit obligation...................................... $ (15,857) $ (13,713)
---------- ----------
---------- ----------
Projected benefit obligation.......................................... $ (16,680) $ (14,539)
Plan assets at fair value............................................. 16,528 13,663
---------- ----------
Projected benefit obligation in excess of plan assets................. (152) (876)
Unrecognized net gain................................................. (2,047) (1,673)
Balance of unrecorded transition obligation........................... 238 361
---------- ----------
Accrued pension liability............................................. $ (1,961) $ (2,188)
---------- ----------
---------- ----------
</TABLE>
The actuarial assumptions used in determining net periodic pension costs
were:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------------
<S> <C> <C> <C>
1997 1996 1995
--------- --------- ---------
Discount rate.................................................... 7.5% 8% 8%
Expected long-term return on plan assets......................... 8% 8% 8%
Weighted average rate of increase in compensation levels......... 5% 5% 4.5%
</TABLE>
F-22
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE Q--SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data (in thousands except per share data) for
1997 and 1996 is as follows:
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1997 QUARTER QUARTER QUARTER QUARTER
- ----------------------------------------------------------------- --------- --------- --------- ----------
<S> <C> <C> <C> <C>
Revenues (A)..................................................... $ 35,483 $ 42,566 $ 39,625 $ 38,286
Operating income (A)............................................. 6,538 10,189 7,781 4,996
Income (loss) from continuing operations......................... (7,491) 6,357 2,561 (3,668)(C)
Income (loss) from discontinued operations....................... 37,241(B) (66) (1,092) (1,142)
Extraordinary item............................................... (6,464) (462) (76) (1,035)
Net income (loss)................................................ 23,286 5,829 1,393 (5,845)
Earnings per share:
Income (loss) from continuing operations......................... (.30) .25 .10 (.14)
Income (loss) from discontinued operations....................... 1.47 -- (.04) (.04)
Extraordinary item............................................... (.25) (.02) -- (.04)
Net income (loss)................................................ .92 .23 .06 (.22)
</TABLE>
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1996 QUARTER QUARTER QUARTER QUARTER
- ----------------------------------------------------------------- --------- --------- --------- ----------
<S> <C> <C> <C> <C>
Revenues (A)..................................................... $ 32,093 $ 36,999 $ 34,386 $ 32,588
Operating income (A)............................................. 2,912(D) 10,161 6,899 5,474
Income (loss) from continuing operations......................... (2,370) 1,273 293 (5,374) (C)
Income (loss) from discontinued operations....................... 1,002 1,542 (1,514) (11,699) (E)
Extraordinary item............................................... 1,001 -- 153 (11)
Net income (loss)................................................ (367) 2,815 (1,068) (17,084)
Earnings per share:
Income (loss) from continuing operations......................... (.09) .05 .01 (.22)
Income (loss) from discontinued operations....................... .04 .06 (.06) (.47)
Extraordinary item............................................... .04 -- .01 --
Net income (loss)................................................ (.01) .11 (.04) (.69)
</TABLE>
- ------------------------
(A) Reflects seasonal nature of MEDIQ/PRN's business.
(B) Reflects gain on sales of PCI and NutraMax, net of taxes.
(C) Includes MHM reserves of $3.6 million in 1997 and $3.9 million in 1996,
respectively, and the write-off of UHS deferred acquisition costs of $2.4
million, net of tax benefits.
(D) Includes non-recurring expenses of $2.2 million related to the restructuring
charge.
(E) Reflects adjustment of the Company's reserve for the disposal of
discontinued operations.
F-23
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED SEPTEMBER 30, 1995, 1996, 1997
NOTE R--BUSINESS SEGMENT DATA
The Company operates primarily in one business segment. The Company, through
MEDIQ/PRN, rents movable medical equipment on a short-term basis nationwide and
distributes a variety of disposable products, accessories and repair parts used
with the types of equipment it rents. This segment represents more than 90% of
the consolidated revenues, operating profit and assets exclusive of corporate
assets.
NOTE S--NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Board has issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123"),
which was adopted by the Company in fiscal year 1997 as required by the
statement. The Company has elected to continue to measure such compensation
expense using the method prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," as permitted by SFAS 123. (See
Note O)
The Financial Accounting Standards Board has issued SFAS No. 128, "Earnings
Per Share," which will result in changes to the computation and presentation of
earnings per share. The Company will be required to adopt this standard during
its quarter ended December 31, 1997 with earlier adoption not permitted. At this
time, the Company has determined that the adoption of this standard will not
have a material impact on the Company's earnings per share.
The Financial Accounting Standards Board has issued SFAS No. 130, "Reporting
Comprehensive Income," which will result in disclosure of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. The Company is not required to adopt this
standard until fiscal 1999. At this time, the Company has not determined the
impact the adoption of this standard will have on the Company's financial
statements.
The Financial Accounting Standards Board has issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
establishes standards for the way public business enterprises report information
about operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. The Company is not required to adopt this standard until fiscal 1999.
At this time, the Company has not determined the impact the adoption of this
standard will have on the Company's financial statements.
F-24
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Rental....................................................................... $ 33,706 $ 31,148 $ 103,700 $ 94,341
Sales........................................................................ 6,692 5,327 20,671 14,785
Other........................................................................ 2,543 3,150 7,549 8,548
---------- ---------- ---------- ----------
42,941 39,625 131,920 117,674
Costs and Expenses:
Cost of sales................................................................ 5,455 4,261 16,725 12,020
Operating.................................................................... 14,415 11,263 42,864 33,491
Selling...................................................................... 3,912 3,152 11,469 9,722
General and administrative................................................... 5,186 5,803 14,534 15,837
Non-recurring merger costs................................................... 34,204 -- 34,567 --
Depreciation and amortization................................................ 15,064 7,365 31,650 22,096
---------- ---------- ---------- ----------
78,236 31,844 151,809 93,166
---------- ---------- ---------- ----------
Operating Income (Loss)........................................................ (35,295) 7,781 (19,889) 24,508
Other (Charges) Credits:
Interest expense............................................................. (7,098) (3,283) (14,333) (15,205)
Equity participation--repurchase of MEDIQ/PRN warrants....................... -- -- -- (11,047)
Gain on sale and market appreciation of Cardinal Health stock................ -- -- -- 9,213
Gain on NutraMax note receivable............................................. -- 565 -- 1,760
Other--net................................................................... 235 (302) 714 842
---------- ---------- ---------- ----------
Income (Loss) from Continuing Operations before Income Taxes and Extraordinary
Item........................................................................... (42,158) 4,761 (33,508) 10,071
Income Tax Expense (Benefit)................................................... (15,632) (2,200) (11,744) 8,644
---------- ---------- ---------- ----------
Income (Loss) before Discontinued Operations and Extraordinary Item............ (26,526) 2,561 (21,764) 1,427
Discontinued Operations (net of taxes)......................................... -- (1,092) -- 36,083
Extraordinary Item--Early Retirement of Debt (net of taxes).................... (4,098) (76) (4,098) (7,002)
---------- ---------- ---------- ----------
Net Income (Loss).............................................................. (30,624) 1,393 25,862 30,508
Dividends on Preferred Stock................................................... (1,600) -- (1,600) --
Net Income (Loss) Available for Common Shareholders............................ $ (32,224) $ 1,393 $ (27,462) $ 30,508
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
F-25
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1998 1997
------------ ----------------
<S> <C> <C>
(Unaudited) (See Note)
ASSETS
Current Assets:
Cash............................................................................ $ 9,203 $ 3,639
Accounts receivable--net........................................................ 52,315 39,686
Inventories..................................................................... 18,316 13,047
Deferred income taxes........................................................... 3,202 6,967
Income taxes receivable......................................................... -- 4,917
Other current assets............................................................ 1,077 1,495
------------ --------
Total Current Assets.......................................................... 84,113 69,751
Property, plant and equipment--net................................................ 112,706 113,589
Goodwill--net..................................................................... 89,570 57,056
Deferred financing fees........................................................... 20,095 7,344
Other Assets...................................................................... 12,250 9,812
------------ --------
Total assets...................................................................... $ 318,734 $ 257,552
------------ --------
------------ --------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable................................................................ $ 16,260 $ 8,793
Accrued expenses................................................................ 19,395 23,578
Current portion of long-term debt............................................... 1,611 7,648
------------ --------
Total Current Liabilities..................................................... 37,266 40,019
Senior debt....................................................................... 275,419 128,131
Subordinated debt................................................................. 200,055 10,055
Deferred income taxes and other liabilities....................................... 11,913 30,744
Mandatorily redeemable preferred stock:
Series A preferred stock........................................................ 79,127 --
Series C preferred stock........................................................ 30,355 --
Stockholders' Equity (Deficiency)................................................. (315,401) 48,603
------------ --------
Total Liabilities and Stockholders' Equity (Deficiency)........................... $ 318,734 $ 257,552
------------ --------
------------ --------
</TABLE>
Note: The balance sheet at September 30, 1997 has been condensed from the
audited financial statements at that date.
See Notes to Condensed Consolidated Financial Statements
F-26
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
------------------------
<S> <C> <C>
1998 1997
----------- -----------
Cash Flows from Operating Activities:
Net income (loss)....................................................................... $ (25,862) $ 30,508
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from discontinued operations................................................... -- (36,083)
Gain on sale of Cardinal shares....................................................... -- (9,213)
Equity participation--repurchase of MEDIQ/PRN warrants................................ -- 11,047
Other--net............................................................................ 23,943 1,046
----------- -----------
Net cash used in operating activities................................................... (1,919) (2,695)
Cash Flows from Investing Activities:
Acquisitions.......................................................................... (11,032) --
Proceeds from sale of discontinued operations......................................... -- 124,995
Purchase of equipment................................................................. (17,909) (11,589)
Collections on note receivable........................................................ 2,250 --
Repurchase of MEDIQ/PRN warrant....................................................... -- (12,500)
Other................................................................................. 654 (2,448)
----------- -----------
Net cash provided by (used in) investing activities................................... (26,037) 98,458
Cash Flows from Financing Activities:
Repurchase of common and preferred stock.............................................. (377,416) --
Issuance of subordinated notes........................................................ 190,000 --
Borrowings............................................................................ 151,499 214,000
Debt repayments....................................................................... (133,872) (302,228)
Issuance of Series A preferred stock.................................................. 78,235 --
Issuance of units..................................................................... 75,000 --
Issuance of Series B preferred stock.................................................. 30,000 --
Issuance of Series C preferred stock.................................................. 30,000 --
Issuance of common stock.............................................................. 10,000 --
Deferred financing fees............................................................... (20,056) (8,874)
Exercise of stock options............................................................. 130 272
----------- -----------
Net cash provided by (used in) financing activities................................... 33,520 (96,830)
----------- -----------
Increase (decrease) in cash............................................................. 5,564 (1,067)
Cash:
Beginning balance..................................................................... 3,639 3,219
----------- -----------
Ending balance........................................................................ $ 9,203 $ 2,152
----------- -----------
----------- -----------
Supplemental disclosure of cash flow information:
Interest paid......................................................................... $ 11,005 $ 16,760
----------- -----------
----------- -----------
Income taxes paid (refunded).......................................................... $ (2,788) $ 5,056
----------- -----------
----------- -----------
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of CH Medical, Inc. with term loans....................................... $ (48,501) --
----------- -----------
----------- -----------
Conversion of 7.25% subordinated debentures into common stock......................... $ -- $ 6,251
----------- -----------
----------- -----------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
F-27
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of June 30, 1998 and the
condensed consolidated statements of operations and cash flows for the nine
months ended June 30, 1998 and 1997 have been prepared by the Company, without
audit. In the opinion of management, all adjustments (consisting only of normal,
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at June 30, 1998 and for all periods
presented have been made.
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 September 30, 1997 Annual Report on Form 10-K.
The results of operations for the period ended June 30, 1998 are not necessarily
indicative of the operating results for the full year.
RECLASSIFICATION OF ACCOUNTS--Certain reclassifications have been made to
conform prior year balances to the current year presentation.
NOTE B--INVENTORIES
Inventories, which consist primarily of disposable products and repair parts
for rental equipment, are stated at the lower of cost (first-in, first-out
method) or market.
NOTE C--THE MERGER
On May 29, 1998, pursuant to the terms of an Agreement and Plan of Merger
dated January 14, 1998 and amended April 27, 1998 (the "Merger Agreement")
between MEDIQ Incorporated (the "Company") and MQ Acquisition Corporation
("MQ"), MQ was merged into the Company (the "Merger") with the Company
continuing as the surviving corporation (the "Surviving Corporation"). MQ was a
Delaware corporation organized by Bruckmann, Rosser, Sherrill & Co., L.P.
("BRS") and certain other investors solely to effect the Merger. In the Merger,
holders of the Company's outstanding common stock, par value $1.00 per share,
and preferred stock, par value $.50 per share, immediately prior to the Merger
received, in exchange for each outstanding share of common stock or preferred
stock (except for shares held directly or indirectly by the Company or MQ, the
Rolled Shares (as defined below) and dissenting shares), $13.75 in cash and
0.075 of a share of a newly created Series A 13% Cumulative Compounding
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), of
the Surviving Corporation. The Series A Preferred Stock has a liquidation
preference of $10.00 per share.
The aggregate consideration paid in connection with the Merger was
approximately $390.7 million, which amount includes $20.0 million of Series A
Preferred Stock. In addition, in connection with the Merger (i) certain
controlling stockholders of the Company (the "Rotko Entities") converted a
portion of their preferred equity (the "Rolled Shares") in the Company into
1,340,219 shares of Series B 13.25% Cumulative Compounding Perpetual Preferred
Stock, par value $.01 per share ("Series B Preferred Stock") and 109,781 shares
of Common Stock, par value $.01 per share ("Common Stock"), of the Surviving
Corporation, (ii) Thomas E. Carroll, Jay M. Kaplan and certain other persons
selected by the Company and BRS (the "Management Stockholders") invested
approximately $4.2 million in common and preferred equity of the Company, and
(iii) BRS, certain entities and individuals affiliated with
F-28
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE C--THE MERGER (CONTINUED)
BRS (together with BRS, the "BRS Entities") and certain funds affiliated with
Ferrer Freeman Thompson & Co. LLC and Galen Partners III, L.P. (the
"Co-Investors") purchased $109.5 million of common and preferred equity of MQ
(the "Equity Contribution"). The transaction has been accounted for as a
recapitalization.
In connection with the Merger, (i) the Company contributed certain of its
assets and liabilities (including the capital stock of all of the subsidiaries
of the Company other than MEDIQ/PRN Life Support Services, Inc. ("MEDIQ/PRN") to
MEDIQ/PRN (the "Reorganization"), (ii) MEDIQ/PRN entered into a new Senior
Secured Credit Facility (the "New Credit Facility") with a syndicate of banks
("Senior Lenders"), (iii) all indebtedness of the Company except approximately
$10.1 million of the Company's 7.5% exchangeable subordinated debentures due
2003 (the "Exchangeable Debentures") and $2.0 million of MEDIQ/PRN's capital
leases were repaid (the "Refinancing"), (iv) the Company sold 140,885 units
("Units"), consisting of one 13% Senior Discount Debenture due 2009 with a
principal amount at maturity of $1,000 ("Debentures") and one warrant to
purchase .6474 of a share of Common Stock ("Warrants"), for gross proceeds
aggregating $75.0 million in a Rule 144A private offering, and (v) MEDIQ/PRN
sold $190.0 million aggregate principal amount of 11% Senior Subordinated Notes
due 2008 (the "Notes") in the same Rule 144A private offering.
The authorized capital stock of the Surviving Corporation consists of (i)
Common Stock, (ii) Series A Preferred Stock, (iii) Series B Preferred Stock, and
(iv) Series C 13.5% Cumulative Compounding Preferred Stock, par value $.01 per
share ("Series C Preferred Stock"). The BRS Entities and Co-Investors hold
829,219 shares of the Common Stock, 5,624,565 shares of the Series A Preferred
Stock, 1,602,363 shares of the Series B Preferred Stock and 2,896,218 shares of
the Series C Preferred Stock; the Management Stockholders hold 61,000 shares of
the Common Stock, 201,551 shares of the Series A Preferred Stock, 57,417 shares
of the Series B Preferred Stock and 103,781 shares of the Series C Preferred
Stock; the Rotko Entities hold 109,781 shares of the Common Stock, 632,360
shares of the Series A Preferred Stock and 1,340,219 shares of the Series B
Preferred Stock; and the stockholders of the Company prior to the Merger (other
than the Rotko Entities) hold 1,365,030 shares of the Series A Preferred Stock.
On January 15, 1998, a complaint, purporting to be a class action, was filed
in Delaware Chancery Court, naming the Company and each of its directors as
defendants and seeking to enjoin consummation of the Merger, or, in the
alternative, to recover compensatory damages. Plaintiff alleges generally that
the directors have breached fiduciary duties to stockholders. The Company
believes that the allegations in the complaint are completely without merit and
intends to vigorously defend this case. Based on the information currently
available, the Company believes that resolution of the claim will not have a
material adverse effect on the operations or financial condition of the Company.
NOTE D--LONG-TERM DEBT
In order to finance a portion of the cash consideration paid pursuant to the
Merger, the Company entered into a $325.0 million New Credit Facility that
replaced its former credit facility.
The New Credit Facility consists of three facilities: (i) an eight-year
senior secured $200.0 million term loan facility (the "Term Loan Facility");
(ii) a six-year revolving credit facility not to exceed $50.0 million (the
"Revolving Credit Facility") and (iii) a six-year senior secured acquisition
facility not to
F-29
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE D--LONG-TERM DEBT (CONTINUED)
exceed $75.0 million (the "Acquisition Facility"). Loans made under the Term
Loan Facility are referred to as "Term Loans," advances made under the Revolving
Credit Facility are referred to as "Revolving Loans" and loans made under the
Acquisition Facility are referred to as "Acquisition Loans."
Borrowings under the New Credit Facility bear interest at a floating rate
based upon, at MEDIQ/ PRN's option, (i) the higher of the prime rate of Banque
Nationale de Paris, or the federal funds effective rate plus 0.5%, plus, in the
case of the Term Loans, a margin equal to 1.5%, and in the case of the Revolving
Loans and the Acquisition Loans, a margin equal to 1.0%, or (ii) the London
Interbank Offered Rate ("LIBOR") plus, in the case of the Term Loans, a margin
equal to 2.75%, and in the case of the Revolving Loans and Acquisition Loans, a
margin equal to 2.25%.
In addition, MEDIQ/PRN is required to pay commitment fees to the Senior
Lenders of 0.5% per year of the undrawn portion of the commitments in respect of
the facilities (subject to adjustment as set forth below). The New Credit
Facility contains provisions under which commitment fees and margins on interest
rates under the facilities will be adjusted in increments based on certain
performance goals.
The Term Loans amortize on a quarterly basis commencing September 30, 1999.
Principal amounts outstanding under the Revolving Credit Facility are due and
payable in full at maturity. Principal amounts outstanding under the Acquisition
Facility on November 30, 1999 will amortize on a quarterly basis. The Term
Loans, Revolving Loans and Acquisition Loans are subject to mandatory
prepayments and reductions in the event of certain extraordinary transactions or
issuances of debt and equity by MEDIQ/PRN or any Facility Guarantor (as defined
in the Credit Agreement). Such loans are required to be prepaid with 75% of the
Excess Cash Flow (as defined in the Credit Agreement) of MEDIQ/ PRN or, if the
Company's ratio of funded debt to pro forma EBITDA for the preceding 12-month
period is less than 5.0 to 1.0, 50% of such Excess Cash Flow.
At June 30, 1998, pursuant to the terms of the New Credit Facility and/or
the Indentures for the Subordinated Notes and the Discount Debentures
("Indentures"), the availability under the Revolving Credit Facility and the
Acquisition Facility was limited to $25.9 million and $50.0 million,
respectively.
In July 1998, the Company terminated its existing interest rate hedging
contracts at a cost of approximately $600,000 which will be reflected as
interest expense in the Company's fourth quarter. In addition, the Company
entered into new interest rate hedging contracts. On a notional amount of $100.0
million, the Company fixed its LIBOR rate at 5.35% until July 2003 as long as
the three month LIBOR rate does not exceed 6.25%. The Company must pay the
actual LIBOR rate when LIBOR exceeds 6.25%. In order to mitigate its interest
rate exposure for LIBOR rates above 6.25%, the Company obtained zero-cost
collars with notional amounts aggregating $100.0 million with ceiling rates of
7.00% and a weighted-average floor rate of 5.03%.
The New Credit Facility contains representations and warranties, covenants,
events of default and other provisions customary for credit facilities of this
type. MEDIQ/PRN paid the Senior Lenders certain syndication and administration
fees, reimbursed certain expenses and provided certain indemnities, in each case
which are customary for credit facilities of this type.
The Notes, in the aggregate principal amount of $190.0 million, are
unsecured senior subordinated obligations of MEDIQ/PRN and mature on June 1,
2008. The Notes bear interest at the rate of 11%
F-30
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE D--LONG-TERM DEBT (CONTINUED)
per year, payable semiannually to holders of record at the close of business on
the May 15 or November 15 immediately preceding the interest payment date on
June 1 and December 1 of each year, commencing December 1, 1998.
Each Unit consists of a Debenture with a principal amount at maturity of
$1,000 and one Warrant. Each Warrant entitles the holder thereof to purchase
.6474 shares of Common Stock from the Company, as the Surviving Corporation of
the Merger, at an exercise price of $0.01 per share, subject to adjustment. The
Warrants will initially entitle the holders thereof to acquire, in the
aggregate, 91,209 shares of Common Stock. The Warrants have been valued at
$743,000 and are reflected as a component of Stockholders' Equity at June 30,
1998. The Debentures and the Warrants will not trade separately until the
commencement of an exchange offer or the effectiveness of a shelf registration
statement for the Debentures or such earlier date after July 28, 1998, as the
Initial Purchasers (as defined in the Indentures) may determine (the "Separation
Date").
The Debentures are unsecured senior obligations of the Company, limited to
$140.9 million aggregate principal amount at maturity, and will mature on June
1, 2009. No cash interest will accrue on the Debentures prior to June 1, 2003.
Cash interest will accrue on the Debentures at the rate of 13% per year from
June 1, 2003, or from the most recent date to which interest has been paid or
provided for, payable on June 1 and December 1 of each year, commencing December
1, 2003 to holders of record at the close of business on the May 15 or November
15 immediately preceding the interest payment date.
The interest rates on the Notes and Debentures are subject to increase in
certain circumstances if the Company does not file a registration statement
providing for a registered exchange offer for the Notes and the Debentures or if
the registration statement is not declared effective on a timely basis or if
certain other conditions are not satisfied. The Company filed such registration
statement providing for a registered exchange offer on July 13, 1998. Such
registration statement has not yet been declared effective by the Securities and
Exchange Commission.
The Warrants may be exercised at any time after the first anniversary of the
Issue Date (as defined in the Indentures); provided, however, that holders of
Warrants will be able to exercise their Warrants only if a shelf registration
statement relating to the Common Stock underlying the Warrants is effective or
the exercise of such Warrants is exempt from the registration requirements of
the Securities Act of 1933, and such securities are qualified for sale or exempt
from qualification under the applicable securities laws of the states or other
jurisdictions in which such holders reside. Unless earlier exercised, the
Warrants will expire on June 1, 2009. The Warrants will not trade separately
from the Debentures until the Separation Date.
On June 5, 1998, pursuant to the change of control provisions of the
indenture for the Company's Exchangeable Debentures, the Company made a tender
offer to repurchase the remaining outstanding balance of approximately $10.1
million. On July 3, 1998, the Company redeemed $9.5 million of the Exchangeable
Debentures pursuant to its tender offer and received 623,595 shares of NutraMax
common stock from escrow. Pursuant to the terms of the Company's stock purchase
agreement with NutraMax, the Company returned the shares to NutraMax and
received a $5.6 million cash payment on its note receivable from NutraMax.
F-31
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE E--ACQUISITIONS
On May 29, 1998, the Company, through its wholly-owned subsidiary MEDIQ/PRN,
purchased specified assets and rights of CH Industries, Inc., certain direct and
indirect subsidiaries of CH Industries, Inc., including CH Medical, Inc. and
subsidiaries ("CH Medical"), and certain other parties (the "CH Medical
Business") for a purchase price of approximately $48.5 million in cash,
including related costs and expenses, and the assumption of certain specified
obligations related to the CH Medical Business (the "CH Medical Acquisition").
The Company financed the purchase price and related costs and expenses for the
CH Medical Acquisition with the proceeds from Term Loans under the New Credit
Facility (see Note D). CH Medical is a national sales, rental and service
corporation specializing in patient beds, overlays, mattress replacement
systems, pressure relieving pads and surfaces and other therapeutic support
services.
The acquisition has been accounted for by the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets acquired
and liabilities assumed based on the estimated fair values on May 29, 1998. The
excess of the purchase price over the estimated fair values of the net assets
acquired, $28.5 million, has been recorded as goodwill and is being amortized on
a straight line basis over twenty years. The final allocation of the purchase
price is contingent upon studies and valuations which have not yet been
completed. The Company is unable to predict whether any adjustments as a result
of the foregoing will have a material effect on the initial allocation of
purchase price.
On June 26, 1998, the Company, through its wholly-owned subsidiary
MEDIQ/PRN, acquired certain assets of National Patient Care Systems, Inc.
("NPC") for $11.0 million in cash, including related costs and expenses and
contingent consideration of up to $2.8 million payable over the next two years
if certain revenue targets are achieved by NPC. NPC is a provider of air support
therapy rental equipment including frameless and framed integrated bed systems.
The acquisition has been accounted for by the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets acquired
based on the estimated fair values on June 26, 1998. The excess of the purchase
price over the estimated fair values of the net assets acquired, $6.8 million,
has been recorded as goodwill and is being amortized on a straight-line basis
over twenty years. The final allocation of the purchase price is contingent upon
studies and valuations which have not yet been completed. The Company is unable
to predict whether any adjustments as a result of the foregoing will have a
material effect on the initial allocation of purchase price.
The operations of CH Medical and NPC are included in the Company's Condensed
Consolidated Statement of Operations from their respective effective dates of
acquisition. The following pro forma financial information presents the
consolidated results of operations of the Company as if the acquisitions had
occurred at the beginning of the respective periods. The unaudited pro forma
information is presented for comparative purposes only and does not necessarily
reflect the results of operations of the Company had the acquisitions been made
at the beginning of each fiscal year.
<TABLE>
<CAPTION>
NINE MONTHS ENDED FISCAL YEAR ENDED
JUNE 30, 1998 SEPTEMBER 30, 1997
------------------ ------------------
<S> <C> <C>
Revenues.................................................................. $ 158,012,000 $ 195,552,000
Loss before discontinued operations and extraordinary items............... (26,106,000) (7,817,000)
Net income (loss)......................................................... (30,204,000) 19,087,000
</TABLE>
F-32
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE F--REDEEMABLE PREFERRED STOCK
At June 30, 1998, redeemable preferred stock consists of 15,000,000
authorized shares, of which 10,000,000 shares have been designated as Series A
Preferred Stock and 5,000,000 shares have been designated as Series C Preferred
Stock as follows:
<TABLE>
<S> <C>
Series A, par value $.01 per share, stated value $10.00 per
share, 7,823,504 shares issued and outstanding, with a
liquidation value of $78.2 million and accumulated dividends
of $.9 million.............................................. $79,127,000
Series C, par value $.01 per share, stated value $10.00 per
share, 3,000,000 shares issued and outstanding with a
liquidation value of $30.0 million and accumulated dividends
of $.4 million.............................................. 30,355,000
-----------
$109,482,000
-----------
-----------
</TABLE>
Subject to the legal availability of funds, the Company is required to
redeem its Series A Preferred Stock on December 31, 2011 at a redemption price
equal to $10.00 per share plus all accrued and unpaid dividends. The Company, at
its option, may redeem the Series A Preferred Stock at any time at the
redemption prices set forth below, plus an amount equal to full cumulative
dividends:
<TABLE>
<CAPTION>
REDEMPTION DATE REDEMPTION PRICE PER SHARE
- ------------------------------------------------------------------ ---------------------------
<S> <C>
On or before December 31, 1999.................................... $ 11.00
On or after January 1, 2000, but before January 1, 2002........... $ 10.50
On or after January 1, 2002....................................... $ 10.00
</TABLE>
Subject to the legal availability of funds, the Company is required to
redeem its Series C Preferred Stock on December 31, 2012 at a redemption price
equal to $10.00 per share plus all accrued and unpaid dividends. The Company, at
its option, may redeem the Series C Preferred Stock at any time at an amount
equal to $10.00 per share plus all accrued and unpaid dividends after
distributions are made on the Series A Preferred Stock and the Series B
Preferred Stock. Accordingly, these preferred stocks subject to mandatory
redemption have been presented separately outside of permanent stockholders'
equity in the accompanying financial statements.
Except as required by Delaware law, the holders of the Series A Preferred
Stock and Series C Preferred Stock do not have any voting rights. The holders of
the Series A Preferred Stock and Series C Preferred Stock are entitled to
receive dividends from the Company on each share of Series A Preferred Stock and
Series C Preferred Stock at annual rates equal to $1.30 and $1.35 per share,
respectively. All dividends will be cumulative and compounding, whether or not
earned or declared, will accrue on a daily basis and will be payable
semi-annually in arrears. Dividends with respect to the Series A Preferred Stock
can only be paid to the extent funds are legally available therefor under
Delaware law. Dividends with respect to the Series C Preferred Stock can only be
paid to the extent funds are legally available therefor under Delaware law and
all distributions have been made on the Company's Series A and Series B
preferred stocks. The New Credit Facility and Indentures restrict the ability of
the Company to pay cash dividends.
Upon the voluntary or involuntary liquidation, dissolution or winding up of
the Company, the holders of all shares of Series A Preferred Stock and Series C
Preferred Stock then outstanding will be
F-33
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE F--REDEEMABLE PREFERRED STOCK (CONTINUED)
entitled to be paid out of the assets of the Company available for distribution
to its stockholders an amount equal to $10.00 per share plus all accrued and
unpaid dividends.
NOTE G--COMMON STOCK AND SERIES B PREFERRED STOCK
Common Stock--The Company has 30,000,000 authorized shares of common stock,
par value $.01 per share, with 1,000,000 shares issued and outstanding as of
June 30, 1998. The holders of the Common Stock are entitled to one vote per
share on all matters submitted for action by the shareholders. Subject to the
rights of any holders of outstanding preferred stock of the Company, all shares
of Common Stock are entitled to share in dividends as the Board of Directors may
declare from time to time from legally available funds.
Series B Preferred Stock--Except as required by Delaware law, the holders of
the Series B Preferred Stock do not have any voting rights. The holders of the
Series B Preferred Stock are entitled to receive dividends from the Company on
each share of Series B Preferred Stock at an annual rate equal to $1.325 per
share. All dividends will be cumulative and compounding whether or not earned or
declared, will accrue on a daily basis and will be payable semi-annually in
arrears. Dividends with respect to the Series B Preferred Stock can only be paid
to the extent funds are legally available therefor under Delaware law and all
distributions have been made on the Company's Series A Preferred Stock. The New
Credit Facility and Indentures restrict the ability of the Company to pay cash
dividends.
Upon the voluntary or involuntary liquidation, dissolution or winding up of
the Company, the holders of all shares of Series B Preferred Stock then
outstanding will be entitled to be paid out of the assets of the Company
available for distribution to its stockholders an amount equal to $10.00 per
share plus all accrued and unpaid dividends after distributions are made on the
Series A Preferred Stock and before any distribution is made on any Series C
Preferred Stock. The Company is not required to redeem the shares of Series B
Preferred Stock. The Series B Preferred Stock has $.4 million of dividends
accrued as of June 30, 1998.
NOTE H--NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued SFAS No. 130, "Reporting
Comprehensive Income," which will result in disclosure of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. The Company is not required to adopt this
standard until fiscal 1999. At this time, the Company has not determined the
impact the adoption of this standard will have on the Company's financial
statements.
The Financial Accounting Standards Board has issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
establishes standards for the way public business enterprises report information
about operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The Company is not required to adopt this standard until fiscal 1999.
At this time, the Company has not determined the impact the adoption of this
standard will have on the Company's financial statements.
F-34
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE H--NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosures about
Pensions and Other Postretirement Benefits." This statement, which improves
disclosure about pensions and other postretirement benefits, is effective for
fiscal years beginning after December 15, 1997, although earlier application is
permitted. The Company does not believe the adoption of this standard will have
a material impact on the Company's financial statements.
In July 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." This statement, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities,
is effective for fiscal years beginning after June 15, 1999, although earlier
application is permitted. At this time, the Company has not determined the
impact the adoption of this standard will have on the Company's financial
statements.
NOTE I--SUBSEQUENT EVENTS
In July 1998, the Company reached a settlement with its former wholly-owned
subsidiary, MHM Services, Inc. ("MHM") which called for MHM to pay the Company
$3.0 million in cash in full satisfaction of all amounts due the Company. The
Company received the cash in July 1998 and will recognize the settlement in
other income in the fourth quarter of fiscal 1998. The total amount due from MHM
was fully reserved during fiscal years 1997 and 1996.
In July 1998, MEDIQ Mobile X-Ray Services, Inc., a subsidiary of the Company
whose assets were sold in November 1996, was notified that it is the subject of
an investigation by the Department of Justice and the Office of the Inspector
General of the Department of Health and Human Services. The Company has not yet
been informed as to the nature or scope of the investigation.
In May 1998, InnoServ Technologies, Inc. ("InnoServ") entered into a merger
agreement with GE Medical Systems, Inc. ("GEMS") by which GEMS agreed to acquire
InnoServ for approximately $16.0 million. No date has been scheduled for
closing. Pursuant to the terms of the Company's November 1997 stock purchase
agreement with InnoServ, under a change of control the Company is entitled to
receive a portion of the sales proceeds. However, the calculation of the amount
due to the Company is currently in dispute. Accordingly, the matter is in
arbitration pursuant to the terms of the stock purchase agreement. The Company
fully reserved its investment in InnoServ in fiscal 1997. The Company will
recognize a gain equal to the cash proceeds when they are received.
F-35
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Shareholder and Directors
CH Medical, Inc. and Subsidiaries
We have audited the accompanying consolidated statements of net assets of CH
Medical, Inc. and Subsidiaries (the "Company") as of August 31, 1997 and 1996
and the related consolidated statements of income and cash flows for each of the
three years in the period ended August 31, 1997. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the net assets of CH Medical, Inc. and
Subsidiaries at August 31, 1997 and 1996, and the results of their operations
and their cash flows for each of the three years in the period ended August 31,
1997 in conformity with generally accepted accounting principles.
/s/ BDO SEIDMAN, LLP
December 12, 1997
Dallas, Texas
F-36
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS
<TABLE>
<CAPTION>
AUGUST 31,
----------------------------
<S> <C> <C>
1997 1996
------------- -------------
ASSETS:
Current
Cash and cash equivalents........................................................ $ 307,080 $ 297,473
Accounts receivable--trade, net of allowance for doubtful accounts of $1,072,353
and $1,373,268, in 1997 and 1996, respectively (Note 3)........................ 7,149,520 5,471,764
Accounts receivable--other....................................................... -- 91,876
Inventories (Notes 1 and 3)...................................................... 4,226,283 2,722,507
Other............................................................................ 200,427 81,515
Intercompany income tax receivable due from CH Industries........................ 576,637 --
------------- -------------
Total current assets............................................................... 12,459,947 8,665,135
------------- -------------
Accounts receivable--long-term..................................................... 859,660 --
Net property and equipment (Notes 2, 3 and 5)...................................... 5,457,197 5,001,237
Other assets....................................................................... 62,446 58,765
------------- -------------
$ 18,839,250 $ 13,725,137
------------- -------------
------------- -------------
LIABILITIES:
Current
Accounts payable................................................................. $ 983,434 $ 95,279
Accrued expenses................................................................. 685,343 446,825
Income taxes payable............................................................. 117,000 --
Current maturities of obligations under capital lease............................ -- 6,118
Dealer deposits.................................................................. 25,470 25,470
Revolving line of credit (Note 3)................................................ 4,181,663 1,934,837
Other liabilities................................................................ 458,891 1,618
------------- -------------
Total current liabilities.......................................................... 6,451,801 2,510,147
------------- -------------
Note payable to officer............................................................ 285,315 399,337
Income taxes payable (Note 7)...................................................... -- 499,911
Deferred income taxes (Note 7)..................................................... 338,442 264,496
Other liabilities.................................................................. 127,000 --
------------- -------------
Total liabilities.................................................................. 7,202,558 3,673,891
------------- -------------
Commitments and contingencies (Note 6)
Net assets......................................................................... $ 11,636,692 $ 10,051,246
------------- -------------
------------- -------------
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-37
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Net Rental and Sales................................................ $ 26,710,137 $ 22,711,898 $ 19,385,404
Rental Expenses and Cost of Goods Sold.............................. 11,599,013 8,344,227 8,043,952
------------- ------------- -------------
Gross Profit........................................................ 15,111,124 14,367,671 11,341,452
------------- ------------- -------------
Operating Expenses (Note 4):
Selling expenses.................................................. 4,005,107 3,857,026 2,514,278
Depreciation...................................................... 1,739,735 1,166,054 946,801
General and administrative expenses including $348,708, $455,633
and $401,729 to related parties (Note 5)........................ 7,692,257 6,137,383 4,455,563
------------- ------------- -------------
Total Operating Expenses............................................ 13,437,099 11,160,463 7,916,642
------------- ------------- -------------
Operating Income.................................................... 1,674,025 3,207,208 3,424,810
------------- ------------- -------------
Other Income (Expense):
Other income...................................................... 442,898 526,738 125,814
Interest.......................................................... (245,000) (96,394) (34,344)
Litigation settlement............................................. (250,000) -- --
------------- ------------- -------------
Total Other Income (Expense)........................................ (52,102) 430,344 91,470
------------- ------------- -------------
Income Before Income Taxes.......................................... 1,621,923 3,637,552 3,516,280
Income Taxes (Note 7)............................................... 616,330 1,382,270 1,336,186
------------- ------------- -------------
Net Income.......................................................... $ 1,005,593 $ 2,255,282 $ 2,180,094
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-38
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-------------------------------------------
<S> <C> <C> <C>
1997 1996 1995
------------- ------------- -------------
Operating Activities:
Net income......................................................... $ 1,005,593 $ 2,255,282 $ 2,180,094
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation..................................................... 1,739,735 1,166,054 946,801
Loss on disposition of fixed assets.............................. -- 588 93,824
Deferred taxes................................................... 73,946 106,123 219,178
Provision for bad debt........................................... 170,000 1,119,384 --
Changes in operating assets and liabilities:
Accounts receivable--trade....................................... (2,236,501) (3,727,898) 207,512
Accounts receivable--other..................................... 91,876 (91,876) 87,148
Inventories.................................................... (1,503,776) (318,261) (466,436)
Other assets..................................................... (695,549) 128,767 (212,430)
Accounts payable............................................... 888,155 (200,808) 80,689
Accrued expenses............................................... 238,518 (242,215) 531,705
Income taxes payable........................................... (382,911) (591,220) 169,183
Other liabilities................................................ 334,273 (13,366) 8,866
------------- ------------- -------------
Cash provided by (used in) operating activities...................... (276,641) (409,446) 3,846,134
------------- ------------- -------------
Cash Used In Investing Activities--
Capital expenditures............................................... (1,840,438) (2,144,190) (2,226,921)
------------- ------------- -------------
Financing Activities:
Net borrowing (repayments) under note payable--officer............. (114,022) 399,337 --
Principal payments on obligations under capital lease.............. (6,118) (48,870) (86,092)
Net borrowings (repayments) under revolving line of credit......... 2,246,826 1,769,873 (846,764)
------------- ------------- -------------
Cash provided by (used in) financing activities...................... 2,126,686 2,120,340 (932,856)
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents................. 9,607 (433,296) 686,357
Cash and cash equivalents at beginning of year....................... 297,473 730,769 44,412
------------- ------------- -------------
Cash and cash equivalents at end of year............................. $ 307,080 $ 297,473 $ 730,769
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-39
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
SUMMARY OF ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION--The statements of net
assets, income and cash flows relate to the operations of CH Medical, Inc. and
Subsidiaries (the "Company"). The Company is engaged in the manufacture, sale
and rental of special care hospital beds and associated acute care air support
therapy systems. These financial statements are prepared pursuant to a letter of
intent between CH Industries and MEDIQ ("MEDIQ") Incorporated whereby the net
operating assets of CH Medical, Inc. will be acquired by MEDIQ.
During the period covered by the financial statements, the Company's
operations were conducted as an integral part of CH Industries overall
operations, and separate financial statements were not prepared for the Company.
These financial statements have been prepared from CH Industries' historical
accounting records. The financial statements also include various allocated
costs and expenses as described herein, which are not necessarily indicative of
the costs and expenses which would have resulted if the Company had been
operated as a separate entity. In addition, the Company was allocated a portion
of CH Industries line of credit and related interest based on the ratio of debt
to certain assets. Therefore, the statements of net assets, income and cash
flows may not be indicative of the financial position and the results of
operation that would have resulted if the Company were operated on a stand alone
basis. All of the allocations and estimates reflected in the financial
statements are based on assumptions that management believes reasonable under
the circumstances.
Certain expenses, consisting primarily of costs related to certain
employees, the shareholder and related parties of the Company, and other
non-operating items have been excluded from the financial statements presented,
as they are not indicative of the net operating assets and liabilities nor the
operations to be acquired under the Letter of Intent.
PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial
statements include the accounts of CH Medical, Inc. and the following
wholly--owned subsidiaries:
Cardio Systems International, Inc.
Cardio Systems Manufacturing, Inc.
Cardio Systems--Austin, Ltd.
Cardio Systems--Dallas, Ltd.
Cardio Systems--Atlanta, Inc.
Cardio Systems--Chattanooga, Inc.
Cardio Systems--Chicago, Inc.
Cardio Systems--Fort Myers, Inc.
Cardio Systems--Kansas City, Inc.
Cardio Systems--Memphis, Inc.
Cardio Systems--Miami, Inc.
Cardio Systems--Oklahoma City, Inc.
Cardio Systems--Sacramento, Inc.
Cardio Systems--Tampa, Inc.
Cardio Systems North America Dealer Corporation, Inc.
Cardio Systems Operations, Inc.
Cardio Systems Partners, Inc.
Cardio Systems Sales, Inc.
Cardio Systems of Texas--Austin, Inc.
Cardio Systems of Texas--Dallas, Inc.
SCD Industries, Inc.
Special Care Delivery, Inc.
F-40
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
All significant intercompany transactions and balances have been eliminated
in consolidation.
REVENUE RECOGNITION--Service and rental revenue are recognized as services
are rendered. Sales and other revenue are recognized when products are shipped.
CASH AND CASH EQUIVALENTS--The Company considers all highly liquid
investments with an original maturity of ninety days or less to be cash
equivalents.
INVENTORIES--Inventories are stated at the lower of cost (first-in,
first-out) or market (net realizable value). Costs include material, labor and
manufacturing overhead costs. Inventory expected to be converted into equipment
for short-term rental has been reclassified to property, plant and equipment.
PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are stated at
cost. Betterments which extend the useful life of the equipment are capitalized.
DEPRECIATION AND AMORTIZATION--Depreciation on property, plant and equipment
is calculated on the straight-line method over the estimated useful lives
(thirty to forty years for the buildings and between three and ten years for
most of the Company's other property and equipment) of the assets.
INCOME TAXES--The Company recognizes certain transactions in different time
periods for financial reporting and income tax purposes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. The provision for deferred
income taxes represents the change in deferred income tax accounts during the
year.
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 expenses during the
reporting period. Actual results could differ from those estimates.
LONG LIVED ASSETS--In accordance with Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of," management reviews long-lived
assets and intangible assets for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be fully
recoverable. As part of the assessment, management analyzes the undiscounted
cash flows for each product that has significant long-lived or intangible asset
values associated with it. This analysis for the asset values as of August 31,
1997 indicated there was no impairment to these assets' carrying values.
NEW ACCOUNTING PRONOUNCEMENTS--Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS No. 130") is effective for
financial statements with fiscal years beginning after December 15, 1997.
Earlier application is permitted. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. The Company has yet to determine the
preferred format for presenting this information.
F-41
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
AUGUST 31,
--------------------------
<S> <C> <C>
1997 1996
------------ ------------
Raw materials..................................................... $ 292,878 $ 139,589
Work--in--process................................................. 2,835,748 2,252,633
Finished goods.................................................... 1,097,657 330,285
------------ ------------
Total............................................................. $ 4,226,283 $ 2,722,507
------------ ------------
------------ ------------
</TABLE>
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
AUGUST 31,
----------------------------
<S> <C> <C>
1997 1996
------------- -------------
Rental medical equipment........................................ $ 10,067,172 $ 8,300,665
Machinery and equipment......................................... 463,336 450,381
Office equipment................................................ 505,206 230,419
Building and improvements....................................... 216,933 174,790
Vehicles........................................................ 89,142 89,142
Land............................................................ 8,536 8,536
------------- -------------
Total cost...................................................... 11,350,325 9,253,933
Accumulated depreciation........................................ (5,893,128) (4,252,696)
------------- -------------
Net property and equipment...................................... $ 5,457,197 $ 5,001,237
------------- -------------
------------- -------------
</TABLE>
3. LINE OF CREDIT
CH Industries has a $7,000,000 revolving line of credit with a bank which
expires January 5, 1998. The interest rate is at the 30-day LIBOR rate plus 2.25
percent. The Company has been allocated a portion of the line of credit based on
the ratio of debt to certain assets. At August 31, 1997, the Company's interest
rate was 7.9375 percent. The outstanding borrowings are secured by CH
Industries' accounts receivable, inventories (including those of the Company)
and the guarantee of the parent's stockholder. Certain financial covenants exist
related to CH Industries total debt ratio, tangible net worth, working capital,
capital expenditures and additional debt.
4. OPERATING EXPENSES AND OTHER ALLOCATED EXPENSES
All operating expenses are allocated to the Company using procedures deemed
appropriate to the nature of the expenses involved. The procedures utilize
various allocation bases such as relative investment and number of employees,
and direct effort expended. Interest expense is determined at the corporate
level based on the consolidated indebtedness of CH Industries and allocated to
the Company on the basis of its proportionate share of certain assets of CH
Industries. CH Industries management believes the allocations are reasonable,
but they are not necessarily indicative of the costs that would have been
incurred if the Company had been a separate entity.
F-42
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. RELATED PARTY TRANSACTIONS
The Company leases certain office space, warehouse facilities and equipment
from its stockholder, CH Realty and CH Leasing, Ltd., a limited partnership
controlled 99 percent by the stockholder. Rental expense for operating leases to
affiliates was $348,708, $455,633, and $401,729 for the years ended August 31,
1997, 1996, and 1995, respectively.
6. COMMITMENTS
The Company leases certain facilities and automobiles under operating leases
expiring at various dates through 2004. Total rent expense under these operating
leases was $1,137,356, $1,433,822, and $1,086,922 for the years ended August 31,
1997, 1996, and 1995. As of August 31, 1997, future net minimum lease payments
under operating leases that have initial or remaining noncancellable terms in
excess of one year are as follows:
<TABLE>
<CAPTION>
VEHICLES FACILITIES TOTAL
---------- ------------ ------------
<S> <C> <C> <C>
1998.................................................. $ 296,661 $ 565,410 $ 862,071
1999.................................................. 307,553 352,083 659,636
2000.................................................. 108,139 246,245 354,384
2001.................................................. -- 246,245 246,245
2002.................................................. -- 246,245 246,245
Thereafter............................................ -- 389,887 389,887
---------- ------------ ------------
Total minimum lease payments.......................... $ 712,353 $ 2,046,115 $ 2,758,468
---------- ------------ ------------
---------- ------------ ------------
</TABLE>
Minimum payments to affiliates total $246,245 per annum through 2002 and
$389,887 thereafter.
7. INCOME TAXES
Federal, state and local income taxes are allocated based upon an effective
tax rate of 38 percent for 1997, 1996, and 1995. The allocation approximates the
results that would occur if the businesses were a separate taxpayer. The
components of income tax expense are as follows:
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
--------------------------------------
<S> <C> <C> <C>
1997 1996 1995
---------- ------------ ------------
Current expense....................................... $ 542,384 $ 1,276,147 $ 1,117,008
Deferred.............................................. 73,946 106,123 219,178
---------- ------------ ------------
Total income taxes.................................... $ 616,330 $ 1,382,270 $ 1,336,186
---------- ------------ ------------
---------- ------------ ------------
</TABLE>
Deferred taxes result from temporary differences arising from differing
methods of depreciation for tax and financial reporting purposes and from
allowance for doubtful accounts not deductible for tax purposes.
During the fiscal year ending August 31, 1995 CH Industries applied with the
Internal Revenue Service to change their method of accounting for tax purposes.
The change is currently being reviewed by the Internal Revenue Service. As a
result of the change, for tax purposes, an estimated amount of $300,000 will be
subject to a four year payout.
F-43
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES (CONTINUED)
Income tax expense differs from the amounts computed by applying the federal
statutory rate of 34 percent primarily due to state income taxes.
8. SUPPLEMENTAL CASH FLOW INFORMATION
Interest and income taxes paid during the year and allocated to the Company
based on average outstanding debt and net income before taxes, respectively,
were as follows:
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
----------------------------------------
<S> <C> <C> <C>
1997 1996 1995
------------ ------------ ------------
Interest................................................................ $ 226,900 $ 84,100 $ 35,600
------------ ------------ ------------
------------ ------------ ------------
Income taxes............................................................ $ 1,500,000 $ 1,921,000 $ 1,040,000
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
F-44
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF NET ASSETS
<TABLE>
<CAPTION>
FEBRUARY 28,
1998
-------------
<S> <C>
ASSETS
Current:
Cash and cash equivalents........................................................................ $ 250,862
Accounts receivable--trade, net of allowance for doubtful accounts of
$1,172,837 (Note 3)............................................................................ 7,047,924
Accounts receivable--other....................................................................... 709,054
Inventories (Note 1 and 3)....................................................................... 5,023,788
-------------
Total current assets............................................................................... 13,031,628
-------------
Net property and equipment (Notes 2, 3 and 5).................................................... 4,379,151
-------------
Other assets....................................................................................... 1,517,539
-------------
$ 18,928,318
-------------
-------------
LIABILITIES
Current
Accounts payable................................................................................. $ 1,231,560
Accrued expenses................................................................................. 551,918
Dealer deposits.................................................................................. 25,470
Revolving line of credit (Note 3)................................................................ 4,148,002
Other liabilities................................................................................ 84,000
-------------
Total current liabilities.......................................................................... 6,040,950
-------------
Notes payable--other............................................................................... 88,000
Note payable officer............................................................................... 62,609
Federal income taxes payable (Note 7).............................................................. --
Deferred income taxes (Note 7)..................................................................... 338,442
-------------
Total liabilities.................................................................................. 6,530,001
-------------
Net assets......................................................................................... $ 12,398,317
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-45
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>
Net Rental and Sales............................................................... $ 12,927,435 $ 12,322,897
Rental Expenses and Cost of Goods Sold............................................. 5,881,390 5,791,887
------------- -------------
Gross Profit....................................................................... 7,046,045 6,531,010
------------- -------------
Operating Expenses (Note 4):
Selling expenses................................................................. 1,774,325 1,707,220
Depreciation..................................................................... 887,951 874,783
General and administrative expenses.............................................. 3,515,483 3,226,643
------------- -------------
Total Operating Expenses........................................................... 6,177,759 5,808,646
------------- -------------
Operating Income................................................................... 868,286 722,364
------------- -------------
Other Income (Expense):
Interest expenses................................................................ (154,007) (74,713)
Interest income.................................................................. 9,808 3,867
Other income..................................................................... 189,142 381,658
------------- -------------
Total Other Income (Expense)....................................................... 44,943 310,812
------------- -------------
Income Before Income Taxes......................................................... 913,229 1,033,176
------------- -------------
Income Taxes (Note 6).............................................................. 347,028 431,456
------------- -------------
Net Income......................................................................... $ 566,201 $ 601,720
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-46
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
--------------------------
<S> <C> <C>
1998 1997
----------- -------------
Operating Activities:
Net Income.......................................................................... $ 566,201 $ 601,720
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation...................................................................... 887,951 874,783
Allowance for Bad Debts........................................................... 440,000 --
Changes in operating assets and liabilities:
Accounts receivable--trade........................................................ 101,596 (1,929,099)
Accounts receivable--other........................................................ (508,627) 1,000
Inventories....................................................................... (797,505) (159,858)
Other assets...................................................................... (18,796) (7,508)
Accounts payable.................................................................. 248,126 893,132
Accrued expenses.................................................................. (250,425) (158,118)
Other liabilities................................................................... (374,891) --
Notes payable--other................................................................ (39,000) --
----------- -------------
Cash provided by operating activities................................................. 254,630 116,052
----------- -------------
Cash Used in Investing Activities:
Capital expenditures................................................................ (54,481) (1,503,256)
----------- -------------
Financing Activities:
Net borrowing under notes payable--officer.......................................... (222,706) 167,037
Net borrowings under revolving line of credit....................................... (33,661) 1,149,437
----------- -------------
Cash provided by (used in) financing activities....................................... (256,367) 1,316,474
----------- -------------
Net decrease in cash and cash equivalents............................................. (56,218) (70,730)
Cash and cash equivalents at beginning of year........................................ 307,080 297,473
----------- -------------
Cash and cash equivalent at end of period............................................. $ 250,862 $ 226,743
----------- -------------
----------- -------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-47
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED SUMMARY OF ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION--The statements of net
assets, of income and cash flows relate to the operations of CH Medical, Inc.
and Subsidiaries (the "Company"). The Company is engaged in the manufacture,
sale and rental of special care hospital beds and associated acute care air
support therapy systems. These financial statements are prepared pursuant to a
letter of intent between CH Industries and MEDIQ ("MEDIQ") Incorporated whereby
the net operating assets of CH Medical, Inc. will be acquired by MEDIQ.
The condensed consolidated statement of net assets as of February 28, 1998
and the condensed consolidated statements of operations and cash flows for the
six months ended February 28, 1998 and 1997 have been prepared by the Company,
without audit. In the opinion of management, all adjustments (consisting only of
normal, recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at February 28, 1998 and for all
periods presented have been made.
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 August 31, 1997 audited financial statements.
The results of operations for the period ended February 28, 1998 are not
necessarily indicative of the operating results for the full year.
During the period covered by the financial statements, the businesses were
conducted as an integral part of CH Industries overall operations, and separate
financial statements were not prepared for the businesses. These financial
statements have been prepared from CH Industries' historical accounting records.
The financial statements also include various allocated costs and expenses as
described herein, which are not necessarily indicative of the costs and expense
which would have resulted if the businesses had been operated as a separate
company. Therefore, the statement of operations may not be indicative of the
results of operation that would have resulted if the Company were operated on a
stand alone basis. All of the allocation and estimates reflected in the
financial statements are based on assumptions that management believes
reasonable under the circumstances.
Certain expenses, consisting primarily of costs related to certain
employees, the shareholder and related parties of the Company, and other
non-operating items have been excluded from the financial statements presented,
as they are not indicative of the net operating assets and liabilities nor the
operations to be acquired under the letter of intent.
PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial
statements include the accounts of CH Medical, Inc. and the following
wholly-owned subsidiaries:
Cardio Systems International, Inc.
Cardio Systems Manufacturing, Inc.
Cardio Systems--Austin, Ltd.
Cardio Systems--Dallas, Ltd.
Cardio Systems--Atlanta, Inc.
Cardio Systems--Chattanooga, Inc.
Cardio Systems--Chicago, Inc.
Cardio Systems--Fort Myers, Inc.
Cardio Systems--Kansas City, Inc.
Cardio Systems--Memphis, Inc.
Cardio Systems--Miami, Inc.
Cardio Systems--Oklahoma City, Inc.
Cardio Systems--Sacramento, Inc.
F-48
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Cardio Systems--Tampa, Inc.
Cardio Systems North America Dealer Corporation, Inc.
Cardio Systems Operations, Inc.
Cardio Systems Partners, Inc.
Cardio Systems Sales, Inc.
Cardio Systems of Texas--Austin, Inc
Cardio Systems of Texas--Dallas, Inc.
SCD Industries, Inc.
Special Care Delivery, Inc.
All significant intercompany transactions and balances have been eliminated
in consolidation.
REVENUE RECOGNITION--Services and rental revenue are recognized as services
are rendered. Sales and other revenue are recognized when products are shipped.
CASH AND CASH EQUIVALENTS--The Company considers all highly liquid
investments with an original maturity of ninety days or less to be cash
equivalents.
INVENTORIES--Inventories are stated at the lower of cost (first-in,
first-out) or market (net realizable value). Costs include material, labor and
manufacturing overhead costs. Inventory expected to be converted into equipment
for short-term rental has been reclassified to property, plant and equipment.
PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are stated at
cost. Betterments which extend the useful life of the equipment are capitalized.
DEPRECIATION--Depreciation on property, plant and equipment is calculated on
the straight-line method over the estimated useful lives (thirty to forty years
for the buildings and between three and ten years for most of the Company's
other property and equipment) of the assets.
INCOME TAXES--The Company recognizes certain transactions in different time
periods for the financial reporting and income tax purposes. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. The provision for deferred
income taxes represents the change in deferred income tax accounts during the
period.
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 expenses during the
reporting period. Actual results could differ from those estimates.
LONG LIVED ASSETS--In accordance with Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of," management reviews long-lived
assets and intangible assets for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be fully
recoverable. As part of the assessment, management analyzes the undiscounted
cash flows for each product that has significant long-lived or intangible asset
values associated with it. This analysis for the asset values as of August 31,
1997 indicated there was no impairment to these assets' carrying values.
NEW ACCOUNTING PRONOUNCEMENTS--Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS No. 130") is effective for
financial statements with fiscal years beginning after December 15, 1997.
Earlier application is permitted. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. The Company has yet to determine the
preferred format for presenting this information.
F-49
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
FEBRUARY 28,
1998
------------
<S> <C>
Raw materials................................................................... $ 351,665
Work-in-process................................................................. 3,365,938
Finished goods.................................................................. 1,306,185
------------
Total........................................................................... $ 5,023,788
------------
------------
</TABLE>
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
FEBRUARY 28,
1998
-------------
<S> <C>
Rental medical equipment....................................................... $ 9,609,993
Machinery and equipment........................................................ 463,336
Office equipment............................................................... 514,196
Building and improvements...................................................... 216,933
Vehicles....................................................................... 89,142
Land........................................................................... 8,536
-------------
Total.......................................................................... 10,902,136
Accumulated depreciation....................................................... (6,522,985)
-------------
Net property and equipment..................................................... $ 4,379,151
-------------
-------------
</TABLE>
3. LINE OF CREDIT
CH Industries has a $7,500,000 revolving line of credit with a bank which
expires May 1, 1999. The interest rate is at the 30-day LIBOR rate plus 2.25
percent. The Company has been allocated a portion of the line of credit based on
the ratio of debt to current assets. At February 28, 1998, the Company's
interest rate was 7.84 percent. The outstanding borrowings are secured by CH
Industries' accounts receivable, inventories (including those of the Company)
and the guarantee of the parent's stockholder. Certain financial covenants exist
related to CH Industries total debt ratio, tangible net worth, working capital,
capital expenditures and additional debt.
4. OPERATING EXPENSES AND OTHER ALLOCATION EXPENSES
All operating expenses are allocated to the business using procedures deemed
appropriate to the nature of the expense involved. The procedures utilized
various allocation bases such as relative investments and number of employees,
and direct effort expended. Interest expense is determined at the corporate
level based on the consolidated indebtedness of CH Industries and allocated to
the business on the basis of their proportionate share of current assets of CH
Industries. CH Industries management believes the allocations are reasonable,
but they are not necessarily indicative of the costs that would have been
incurred if the businesses had been a separate company.
F-50
<PAGE>
CH MEDICAL, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. RELATED PARTY TRANSACTIONS
The Company leases certain office space, warehouse facilities and equipment
from its stockholder, CH Realty and CH Leasing, Ltd., limited partnerships
controlled 99 percent by the stockholder. Rental expenses for operating leases
to affiliates was $145,296 and $191,869 for the six months ended February 28,
1998 and 1997, respectively.
6. INCOME TAXES
Federal, state and local income taxes are allocated based upon an effective
tax rate of 38 and 42 percent for the six months ended February 28, 1998 and
1997, respectively. The allocation approximates the results that would occur if
the business were a separate taxpayer. Income tax expense differs from the
amount computed by applying the federal statutory rate of 34 percent primarily
due to varying state income taxes.
Deferred taxes result from temporary differences arising from differing
methods of depreciation for tax and financial reporting purposes and from
allowance for doubtful accounts not deductible for tax purposes.
7. SUPPLEMENTAL
Interest and income taxes paid during the six months ended February 28, 1998
was $905,000 compared with interest and income taxes paid during the six months
ended February 28, 1997 of $1,677,000. These amounts were allocated to the
Company based on average outstanding debt and net income before taxes.
F-51
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this Prospectus. You must not
rely on any unauthorized information. This Prospectus does not offer to sell or
buy any securities in any jurisdiction where it is unlawful. The information in
this Prospectus is current as of , 1998.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
---------
<S> <C>
Available Information................................. i
Disclosure Regarding Forward-Looking Statements....... ii
Summary............................................... 1
Risk Factors.......................................... 12
The Transactions...................................... 21
Use of Proceeds....................................... 24
Capitalization........................................ 25
Pro Forma Condensed Consolidated Financial
Statements.......................................... 26
Selected Consolidated Historical
Financial Information............................... 34
Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 36
Business.............................................. 44
Management............................................ 59
Ownership of Capital Stock............................ 65
Description of Capital Stock.......................... 68
Certain Relationships and Related Transactions........ 73
Description of Certain Indebtedness................... 75
Description of the Debentures......................... 79
Selling Holders....................................... 110
Plan of Distribution.................................. 110
Certain U.S. Federal Income Tax Considerations........ 111
Legal Matters......................................... 117
Experts............................................... 117
Index to Financial Statements......................... F-1
</TABLE>
Until , 1999 (90 days after the date of this Prospectus), all dealers
that buy, sell or trade these securities, whether or not participating in this
offering, may be required to deliver a Prospectus. This is in addition to the
dealers' obligation to deliver a Prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
[LOGO]
MEDIQ Incorporated
13% Senior Discount Debentures
Due 2009
PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses (other than the SEC filing fee) are estimated:
<TABLE>
<S> <C>
SEC Registration Fee........................................................ $ 3,540
Accounting Fees............................................................. $ *
Printing and Engraving Expenses............................................. $ *
Legal Fees and Expenses (other than blue sky)............................... $ *
Transfer Agent and Registrar Fees........................................... $ *
Miscellaneous Expense....................................................... $ *
---------
Total................................................................... $ *
---------
---------
</TABLE>
- ------------------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of Holdings provides that the directors of
Holdings shall be entitled to the benefits of all limitations on the liability
of directors generally that are now or hereafter become available under the DGCL
and that, without limiting the generality of the foregoing, no director shall be
liable to Holdings or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to Holdings or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derived an improper personal benefit.
The By-laws of Holdings provide that Holdings shall indemnify any person who was
or is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of Holdings or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of Holdings or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of Holdings serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of Holdings or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceedings by or in the right of Holdings, except to the extent that
such indemnification is prohibited by applicable law. The By-laws of Holdings
further provide that expenses incurred by a director or officer of Holdings in
defending a proceeding shall be paid by Holdings in advance of the final
disposition of such proceeding subject to the provisions of any applicable
statute. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Holdings
pursuant to the foregoing provisions, Holdings has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
The directors and officers of Holdings are insured against certain
liabilities under Holdings' directors' and officers' liability insurance.
II-1
<PAGE>
The foregoing summary of the Certificate of Incorporation and By-laws of
Holdings is qualified in its entirety by reference to the relevant provisions of
Holdings' Certificate of Incorporation and By-laws, which are filed as exhibits
to this Registration Statement.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On May 6, 1998, Holdings commenced an offering of the Debentures to
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act). That offering was consummated on May 29, 1998 with the sale of 140,885
Units, each Unit consisting of one Debenture and one Warrant to purchase .6474
shares of Holdings' Common Stock. The aggregate offering price of the Units was
$75,000,129. The aggregate discount to the Initial Purchasers was 3%, or
$2,625,004. An Exchange Offer Registration Statement was filed by Holdings and
declared effective by the Commission on October 21, 1998 with respect to an
offer to exchange the unregistered Debentures for registered Debentures. This
Registration Statement is filed to register Debentures not eligible to be
exchanged for registered Debentures.
On September 3, 1998, Holdings sold 74,821 shares of Common Stock to Thomas
E. Carroll, Jay M. Kaplan and certain other persons for aggregate proceeds of
$748,210. Such sales were made in reliance upon exemptions available under
Section 4(2) of the Securities Act or Regulation D promulgated thereunder. There
were fewer than 35 purchasers in such offering. All but one of such purchasers
were members of management or employees of the Company. Holdings believes that
each purchaser who was not an accredited investor, either alone or with his
purchaser representative(s), had the requisite knowledge and experience in
financial and business matters that rendered such purchaser capable of
evaluating the merits and risks of an investment in Common Stock.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger dated as of January 14, 1998, as amended as of April 27, 1998, by and
between Holdings and MQ (incorporated by reference to Annex A of the Proxy Statement/Prospectus included
in Form S-4 Registration Statement originally filed by Holdings on February 13, 1998, as amended, File
No. 333-46233)
2.2 Stock Option Agreement dated January 14, 1998 between MQ and the persons signatory thereto (incorporated
by reference to Annex E of the Proxy Statement/Prospectus included in Form S-4 Registration Statement
originally filed by Holdings on February 13, 1998, as amended, File No. 333-46233)
2.3 Stockholder Agreements between BRS and the Rotko Entities (incorporated by reference to Annex F of the
Proxy Statement/Prospectus included in Form S-4 Registration Statement originally filed by Holdings on
February 13, 1998, as amended, File No. 333-46233)
2.4 Rollover Agreement dated January 14, 1998 by and among Holdings, MQ and the Rotko Entities (incorporated
by reference to Annex G of the Proxy Statement/Prospectus included in Form S-4 Registration Statement
originally filed by Holdings on February 13, 1998, as amended, File No. 333-46233)
2.5 Agreement and Plan of Merger dated July 23, 1996 among Holdings, Cardinal Health, Inc., Panther Merger
Corp. and PCI Services, Inc. (incorporated by reference to Exhibit 2.1 to Schedule 13D filed by Cardinal
Health, Inc. on July 29, 1996, File No. 5-42666)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
2.6 Amended and Restated Stock Purchase Agreement dated November 20, 1996 among Holdings, MEDIQ Investment
Services, Inc. and NutraMax Products, Inc. (incorporated by reference to Exhibit 2(a) to Annual Report on
Form 10-K filed by NutraMax Products, Inc. for the fiscal year ended September 28, 1996, File No.
0-18671)
2.7 Affiliate Letter to Cardinal Health, Inc. from Holdings dated August 16, 1996 (incorporated by reference
to Exhibit 4 to Current Report on Form 8-K filed by Holdings on October 21, 1996, File No. 1-08147)
2.8 Stock Purchase Agreement dated November 13, 1997 among Holdings, MEDIQ Investment Services, Inc. and
InnoServ Technologies, Inc. (incorporated by reference to Exhibit 2.8 to Annual Report on Form 10-K filed
by Holdings for the fiscal year ended September 30, 1997, File No. 1-08147)
2.9 Asset Purchase Agreement dated November 6, 1996 among Holdings, MEDIQ Mobile X-Ray Services, Inc. and
Symphony Diagnostic Services No. 1, Inc. (incorporated by reference to Exhibit 2.5 to Annual Report on
Form 10-K filed by Holdings for the fiscal year ended September 30, 1996, File No. 1-08147)
2.10 Asset Purchase Agreement dated as of April 24, 1998 among MEDIQ/PRN, CH Medical, Inc. and the other
parties named therein (incorporated by reference to Exhibit 2 to Current Report on Form 8-K filed by
Holdings on April 28, 1998, File No. 1-08147)
3.1 Certificate of Incorporation of Holdings (incorporated by reference to Exhibit 3.1 to Form S-1
Registration Statement originally filed by Holdings on July 13, 1998, File No. 333-58933)
3.2 By-laws of Holdings (incorporated by reference to Exhibit 3.2 to Form S-1 Registration Statement
originally filed by Holdings on July 13, 1998, File No. 333-58933)
4.1 Credit Agreement dated as of May 29, 1998 among MEDIQ/PRN, the Lender Parties party thereto, Banque
Nationale de Paris, as Administrative Agent, Swing Line Bank, Initial Issuing Bank and Arranger,
NationsBank, N.A., as Syndication Agent, and Credit Suisse First Boston, as Documentation Agent
(incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed by Holdings on June 15,
1998, File No. 1-08147)
4.2 Indenture dated as of July 1, 1993 between Holdings and First Union Bank, N.A. (formerly First Fidelity
Bank, N.A.) for 7.5% Exchangeable Subordinated Debentures due 2003 (incorporated by reference to Exhibit
4.1 to Form S-2 Registration Statement originally filed by Holdings on April 28, 1993, as amended, File
No. 33-61724)
4.3 Form of 7.5% Exchangeable Subordinated Debentures due 2003 (incorporated by reference to Exhibit 4.2 to
Form S-2 Registration Statement originally filed by Holdings on April 28, 1993, as amended, File No.
33-61724)
4.4 Indenture dated as of May 15, 1998 among MEDIQ/PRN, the Subsidiary Guarantors and United States Trust
Company of New York, as Trustee (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K
filed by Holdings on June 15, 1998, File No. 1-08147)
4.5 Form of Old Note (included in Exhibit 4.4)
4.6 Form of New Note (included in Exhibit 4.4)
4.7 Indenture dated as of May 15, 1998 among Holdings and United States Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by Holdings on June 15,
1998, File No. 1-08147)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
4.8 Form of Old Debenture (included in Exhibit 4.7)
4.9 Form of New Debenture (included in Exhibit 4.7)
4.10 Warrant Agreement dated May 29, 1998 between Holdings and United States Trust Company of New York, as
Warrant Agent (incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K filed by Holdings
on June 15, 1998, File No. 1-08147)
4.11 Form of Warrant (included in Exhibit 4.10)
4.12 Registration Rights Agreement dated May 21, 1998 among Holdings, MEDIQ/PRN, the Subsidiary Guarantors,
Credit Suisse First Boston Corporation, NationsBanc Montgomery Securities LLC and Banque Nationale de
Paris (incorporated by reference to Exhibit 4.5 to Current Report on Form 8-K filed by Holdings on June
15, 1998, File No. 1-08147)
4.13 Registration Rights Agreement dated as of May 29, 1998 among Holdings, MEDIQ/PRN, the investors named
therein and MQ Acquisition Corporation (incorporated by reference to Exhibit 4.6 to Current Report on
Form 8-K filed by Holdings on June 15, 1998, File No. 1-08147)
4.14 Securities Purchase and Holders Agreement dated as of May 29, 1998 among Holdings, the investors named
therein and MQ Acquisition Corporation (incorporated by reference to Exhibit 4.7 to Current Report on
Form 8-K filed by Holdings on June 15, 1998, File No. 1-08147)
4.15 Asset Purchase Agreement dated as of June 26, 1998 among MEDIQ/PRN, National Patient Care Systems, Inc.
and other parties named therein (incorporated by reference to Exhibit 4 to Quarterly Report on Form 10-Q
filed by Holdings for the fiscal quarter ended June 30, 1998, File No. 000-15500)
5.1 Opinion of Dechert Price & Rhoads*
10.1 MEDIQ Executive Security Plan (incorporated by reference to Exhibit 10.6 to Annual Report on Form 10-K
filed by Holdings for the fiscal year ended September 30, 1995, File No. 1-08147)
10.2 Employment contract dated as of April 27, 1995 with Thomas E. Carroll (incorporated by reference to
Exhibit 10.9 to Annual Report on Form 10-K filed by Holdings for the fiscal year ended September 30,
1995, File No. 1-08147)
10.3 Amendment No. 1 dated as of November 14, 1997 to employment contract with Thomas E. Carroll (incorporated
by reference to Exhibit 10.9(a) to Annual Report on Form 10-K filed by Holdings for the fiscal year ended
September 30, 1997, File No. 1-08147)
10.4 Employment contract dated as of June 20, 1995 with Jay M. Kaplan (incorporated by reference to Exhibit
10.10 to Annual Report on Form 10-K filed by Holdings for the fiscal year ended September 30, 1995, File
No. 1-08147)
10.5 Letter Agreement dated January 14, 1998 by and between Bruckmann, Rosser, Sherrill & Co., Inc. and
Holdings (incorporated by reference to Exhibit 2.7 to Current Report on Form 8-K filed by Holdings on
January 21, 1998, File No. 1-08147)
12.1 Statement of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Form S-1
Registration Statement originally filed by Holdings on July 13, 1998, File No. 333-58933)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
12.2 Statements of Ratios of Adjusted EBITDA to Interest Expense and Net Debt to Adjusted EBITDA (incorporated
by reference to Exhibit 12.2 to Form S-1 Registration Statement originally filed by Holdings on July 13,
1998, File No. 333-58933)
21.1 Subsidiaries of Holdings (incorporated by reference to Exhibit 2.1 to Annual Report on Form 10-K filed by
Holdings for the fiscal year ended September 30, 1997, File No. 1-08147)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
23.3 Consent of BDO Seidman, LLP
24.1 Power of Attorney (included on signature page)
25.1 Statement of Eligibility and Qualification, Form T-1, of United States Trust Company of New York, as
Trustee under the Indenture filed as Exhibit 4.7 (incorporated by reference to Exhibit 25.2 to Form S-4
Registration Statement originally filed by Holdings and
MEDIQ/PRN on July 13, 1998, File No. 333-58935)
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1 to Form S-1 Registration Statement
originally filed by Holdings on July 13, 1998, File No. 333-58933)
</TABLE>
- ------------------------
* To be filed by amendment.
(b) Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts and Reserves
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
II-5
<PAGE>
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pennsauken,
State of New Jersey, on the 12th day of November, 1998.
<TABLE>
<S> <C> <C>
MEDIQ INCORPORATED
By: /s/ THOMAS E. CARROLL
-----------------------------------------
Thomas E. Carroll
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below appoints Thomas E. Carroll and Jay
M. Kaplan, either of whom may act without the joinder of the other, as his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 12, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
President, Chief Executive
/s/ THOMAS E. CARROLL Officer and Director
- ------------------------------ (Principal Executive
Thomas E. Carroll Officer)
Senior Vice
/s/ JAY M. KAPLAN President-Finance and
- ------------------------------ Chief Financial Officer
Jay M. Kaplan (Principal Accounting
Officer)
- ------------------------------ Director
Michael J. Rotko
/s/ BRUCE C. BRUCKMANN
- ------------------------------ Director
Bruce C. Bruckmann
/s/ STEPHEN C. SHERRILL
- ------------------------------ Director
Stephen C. Sherrill
/s/ ROBERT T. THOMPSON
- ------------------------------ Director
Robert T. Thompson
/s/ L. JOHN WILKERSON
- ------------------------------ Director
L. John Wilkerson
</TABLE>
II-7
<PAGE>
INDEPENDENT AUDITORS' REPORT ON THE SUPPLEMENTAL SCHEDULE
Board of Director and Stockholders
MEDIQ Incorporated
Pennsauken, New Jersey
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in item
16(b) is presented of the purpose of additional analysis and is not a required
part of the basic financial statements. This schedule is the responsibility of
the Company's management. Such schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE, LLP
November 25, 1997
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
COL A COL B COL C COL D COL E
- ------------------------------------------------ ----------- ------------------------------ ----------- -----------
ADDITIONS
---------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER ACCOUNTS DEDUCTIONS END OF
DESCRIPTION OF PERIOD EXPENSES (1) (2) PERIOD
----------- ----------- ----------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year ended September 30, 1997:
Allowance for doubtful accounts............. $ 2,383 $ 3,234 $ 478 $ (2,018) $ 4,077
----------- ----------- ----- ----------- -----------
----------- ----------- ----- ----------- -----------
Year ended September 30, 1996:
Allowance for doubtful accounts............. $ 2,207 $ 1,237 $ -- $ (1,061) $ 2,383
----------- ----------- ----- ----------- -----------
----------- ----------- ----- ----------- -----------
Year ended September 30, 1995:
Allowance for doubtful accounts............. $ 2,195 $ 993 $ -- $ (981) $ 2,207
----------- ----------- ----- ----------- -----------
----------- ----------- ----- ----------- -----------
</TABLE>
(1) Primarily represents allowances for doubtful accounts related to
acquisitions.
(2) Represents accounts directly written-off net of recoveries.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of MEDIQ Incorporated
of our report dated November 25, 1997, appearing in the Prospectus, which is a
part of such Registration Statement, and of our report dated November 25, 1997
relating to the financial statement schedule appearing elsewhere in this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
November 12, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
MEDIQ Incorporated
Pennsauken, New Jersey
We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement on Form S-1 of MEDIQ Incorporated of our report dated
December 12, 1997, relating to the consolidated financial statements of CH
Medical, Inc. and Subsidiaries which is contained in that Prospectus.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/S/ BDO SEIDMAN, LLP
Dallas, Texas
November 12, 1998
