<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly Report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934 for the quarterly period ended March 31, 1995
--------------
or
Transition Report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934 for the transition period from
to
------------------- ---------------------
Commission file number 0-10647
HEALTHDYNE, INC.
- - - - - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1099590
- - - - - --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Parkway Place, 12th Floor, Marietta, Georgia 30067
- - - - - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(404) 423-4500
- - - - - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
The number of shares outstanding of the issuer's only class of Common Stock,
$.01 par value, as of May 1, 1995 was 15,364,311.
Page 1 of 13
<PAGE> 2
PART I - FINANCIAL INFORMATION
HEALTHDYNE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS March 31, December 31,
- - - - - ------ 1995 1994
--------- ------------
<S> <C> <C>
Current assets: (Unaudited)
Cash and short-term investments $ 42,383 45,176
Trade accounts and notes receivable,
less allowances of $8,180
at March 31, 1995 and $7,048
at December 31, 1994 40,679 40,121
Inventories:
Finished goods 5,078 4,859
Work in process 4,528 3,435
Raw materials 6,999 6,968
-------- -------
Total inventories 16,605 15,262
-------- -------
Deferred income taxes 1,599 1,182
Prepaid expenses and other current assets 4,949 4,206
-------- -------
Total current assets 106,215 105,947
-------- -------
Property and equipment 42,549 42,863
Less accumulated depreciation and
amortization (23,779) (24,142)
-------- -------
Net property and equipment 18,770 18,721
-------- -------
Excess of cost over net assets of businesses
acquired, less accumulated amortization of
$936 at March 31, 1995 and $744 at
December 31, 1994 23,369 22,751
Intangible assets, less accumulated
amortization of $2,823 at March 31,
1995 and $2,744 at December 31, 1994 2,158 2,170
Other assets 9,437 8,231
-------- -------
$159,949 157,820
======== =======
</TABLE>
2
<PAGE> 3
HEALTHDYNE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
- - - - - ------------------------------------ ------------ -----------
(Unaudited)
<S> <C> <C>
Current liabilities:
Current installments of long-term debt
and obligations under capital leases $ 1,129 1,115
Accounts payable, principally trade 10,353 11,351
Accrued liabilities 17,168 17,649
-------- -------
Total current liabilities 28,650 30,115
Long-term debt and obligations under
capital leases, excluding current
installments 26,438 24,113
Deferred income taxes 4,070 4,070
Other long-term liabilities 69 88
-------- ------
Total liabilities 59,227 58,386
-------- -------
Minority interest in subsidiaries 6,517 6,170
Shareholders' equity:
Preferred stock, $.0l par value. Authorized
2,250 shares; issued none - -
Common stock, $.01 par value.
Authorized 25,000 shares; issued
15,340 shares at March 31, 1995 and
15,277 shares at December 31, 1994 153 153
Additional paid-in capital 111,338 111,059
Accumulated deficit (17,286) (17,948)
-------- -------
Total shareholders' equity 94,205 93,264
-------- -------
$159,949 157,820
======== =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE> 4
HEALTHDYNE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
----------------------
March 31,
----------------------
1995 1994
---- ----
<S> <C> <C>
Revenues $44,461 33,965
Cost of revenues 24,067 17,360
------- ------
Gross profit 20,394 16,605
Selling and administrative expenses 16,221 13,657
Provision for doubtful accounts 1,373 1,599
Research and development expenses 1,322 1,000
------- ------
Operating profit 1,478 349
Interest income 760 102
Interest expense (520) (353)
Equity in losses of affiliates (168) -
Other expense, net (120) (18)
Minority interest in earnings of partnerships (214) (202)
------- ------
Earnings (loss) from continuing operations
before income tax expense and
minority interest in net earnings
of subsidiary 1,216 (122)
Income tax expense 260 161
------- ------
Earnings (loss) from continuing operations
before minority interest in net earnings
of subsidiary 956 (283)
Minority interest in net earnings of subsidiary 294 292
------- ------
Earnings (loss) from continuing operations 662 (575)
Loss from discontinued operations,net of
income tax benefit of $622 - (1,380)
------- ------
Net earnings (loss) $ 662 (1,955)
======= ======
Net earnings (loss) per common share and
common share equivalent:
Earnings (loss) from continuing operations $ .04 (.04)
Loss from discontinued operations - (.09)
------- ------
Net earnings (loss) $ .04 (.13)
======= ======
Weighted average number of common shares
and common share equivalents 15,750 15,282
====== ======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
HEALTHDYNE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
March 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings (loss) from continuing operations $ 662 (575)
Adjustments to reconcile earnings (loss) from continuing
operations to net cash provided by (used in) operating
activities:
Depreciation and amortization 1,905 2,341
Provision for doubtful accounts 1,373 3,386
Minority interest in earnings of subsidiary and
partnerships 508 101
Loss from discontinued operations - (1,380)
(Increase) decrease in:
Trade accounts and notes receivable (1,931) 3,950
Inventories (1,343) (3,451)
Other assets (948) (1,526)
Increase (decrease) in:
Accounts payable (998) 1,148
Accrued and other liabilities (1,395) 122
------- ------
Net cash provided by (used in) operating activities (2,167) 4,116
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity of affiliates (1,502) -
Purchase of intangible assets (63) (491)
Purchase of minority interest of partnerships (828) -
Purchases of property and equipment (1,581) (1,010)
Proceeds from sale of subsidiary 895 -
------- ------
Net cash used in investing activities (3,079) (1,501)
------- ------
</TABLE>
(continued)
5
<PAGE> 6
HEALTHDYNE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
March 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving
credit agreements $ 2,000 7,000
Principal borrowings (repayment) of long-term debt and
obligations under capital leases 335 (355)
Proceeds from issuance of common stock 279 136
Distribution to minority interest
in partnerships (161) (491)
------- -------
Net cash provided by
financing activities 2,453 6,290
------- -------
Net increase (decrease) in cash and short-
term investments (2,793) 8,905
Adjustment to reflect cash and short-term
investments of subsidiary sold - (14,446)
Cash and short-term investments at beginning of period 45,176 11,815
------- -------
Cash and short-term investments at end of period $42,383 6,274
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
<PAGE> 7
HEALTHDYNE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
1. General
The consolidated condensed financial statements as of March 31, 1995
and for the three months ended March 31, 1995 and 1994 are unaudited.
In the opinion of management, all adjustments, consisting of normal
recurring accruals, necessary for the fair presentation of the
consolidated financial position and results of operations and cash
flows for the periods presented have been included. The results for
the three months ended March 31, 1995 are not necessarily indicative
of the results for the full year ending December 31, 1995.
These consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and notes
included in the Annual Report on Form 10-K of Healthdyne, Inc. (the
"Company") for the year ended December 31, 1994.
2. Earnings Per Share of Common Stock
Primary earnings per common share and common share equivalent are
based on the weighted average number of shares outstanding and common
share equivalents derived from dilutive stock options and warrants.
Fully diluted earnings per share are calculated taking into
consideration the effect of convertible subordinated debentures.
Fully diluted earnings per share are not significantly different from
primary earnings per share.
3. Discontinued Operations
During the first quarter of 1994, the Company decided to divest its
68% ownership interest in Home Nutritional Services, Inc., a New
Jersey corporation ("HNS"). The sale was consummated in April 1994
and resulted in net proceeds to the Company of approximately $61,000.
Accordingly, the Company has reclassified the net loss of HNS for the
three months ended March 31, 1994 as a loss from discontinued
operations in the accompanying consolidated condensed statements of
operations. The cash flow activities of HNS are included in the
accompanying consolidated condensed statements of cash flows for the
three months ended March 31, 1994.
4. Subsequent Event
On April 20, 1995, the Company's Board of Directors approved a plan to
distribute the Company's approximate 81% ownership in its subsidiary,
Healthdyne Technologies, Inc. ("Healthdyne Technologies"), to the
shareholders of the Company in a tax-free distribution (the
"Spin-off"). May 5, 1995 was established as the record date for the
determination of the Company's shareholders of record entitled to
receive the Healthdyne Technologies shares and May 22, 1995 as the
distribution date for the Spin-off. In the Company's consolidated
financial statements issued subsequent to the Spin-off, results of
operations of Healthdyne Technologies included in all previously
reported periods will be presented as discontinued operations.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(AMOUNTS IN THOUSANDS)
General
On April 6, 1994 the Company sold its 68% ownership interest in Home
Nutritional Services, Inc. (HNS). Since this sale, the Company has provided a
diversified line of home health care services and products through its major
subsidiaries. Healthdyne Technologies, Inc. ("Healthdyne Technologies"), its
81% subsidiary, manufactures medical products for use in the home, as well as
specialized clinical settings, and Healthdyne Maternity Management ("HMM"),
which is wholly-owned by the Company, provides home obstetrical care and related
risk management services. In mid-1994, the Company incorporated Healthdyne
Information Enterprises, Inc. ("HIE"), as a wholly-owned subsidiary, to provide
clinical information and management services to physicians and emerging
integrated healthcare networks.
On April 20, 1995 the Board of Directors of the Company approved the
distribution to the shareholders of the Company of the 10 million shares of
common stock (approximately 81% of the outstanding shares) of Healthdyne
Technologies owned by the Company in a tax-free distribution (the "Spin-off").
Management of the Company believes that the Spin-off, which is consistent with
the Company's operating strategy, will benefit both companies, as well as the
shareholders of each, by, among other things, improving the competitiveness of
both companies through a reduction of the existing and potential conflicts
between customers of Healthdyne Technologies and HMM, by facilitating possible
acquisitions by the Company and Healthdyne Technologies with their respective
stocks, by permitting Healthdyne Technologies to raise capital more economically
and with less restrictions than if it were a subsidiary of the Company and by
increasing the number of shares of common stock of Healthdyne Technologies
available for trading. The Spin-off is expected to occur on May 22, 1995.
Also, in March 1995 the Company sold substantially all of the assets of
its wholly-owned subsidiary, Healthdyne Integrated Alternatives, Inc. ("HIA"),
due to the rapid development of HIE and the potential for conflicts between the
customers of HIA and those of HIE.
The Company's present operations and future prospects may be influenced
by several factors, including developments in the healthcare industry,
third-party reimbursement policies and practices, and changes in regulatory
requirements or the manner in which such requirements are enforced with respect
to approval, sale and use of medical devices. As a result of the increasing
cost of health care in the United States and overall efforts to reduce or
control government and corporate spending, government and third-party payors are
becoming increasingly focused on promoting cost-effective healthcare services,
and payors, in particular, have become more involved in decisions regarding
diagnosis and treatment to ensure that care is delivered in a cost-effective
manner.
A significant portion of the Company's revenues are derived directly
from third-party payors for services rendered to patients by the Company or
indirectly from customers of Healthdyne Technologies who rely upon such sources
for the payment of services delivered to patients utilizing the products of
Healthdyne Technologies. The levels of profitability of all healthcare
companies, including the Company, could be adversely affected by the financial
condition of certain governmental and private payors and by their continuing
efforts to reduce healthcare costs by lowering reimbursement rates, increasing
medical reviews of bills for services and negotiating for reduced contract
rates. The Company has responded to these developments by attempting to
emphasize more profitable home therapies, pre-qualifying insurance coverage
prior to the delivery of services and
8
<PAGE> 9
educating third-party payors on the benefits of the Company's home therapies
and products. Although reductions in the reimbursement rates that the Company
receives for services rendered could have an adverse impact on the Company, the
Company is hopeful that the overall cost-effective nature of treatment in the
home (as compared to hospitalization), coupled with the potential benefits to
be derived from prenatal care, will be recognized and encouraged by any new
healthcare initiatives. In addition, the Company believes that the efforts of
the healthcare system to deliver services in a cost-effective manner will
produce, among other things, a need for the type of services to be offered by
the Company's newest subsidiary, HIE.
The Company's business also may be affected by changes in government
regulation to which the Company's products and services are subject or changes
in the manner in which such regulations are enforced or medical devices are
approved. The United States Food and Drug Administration ("FDA") has cleared
the System 37R uterine activity monitor utilized by HMM and manufactured by
Healthdyne Technologies for use with either low or high-risk term pregnancies in
the hospital or home. The FDA has not approved the utilization of the System
37R device with pregnant patients prior to term, however, and the device is
considered investigational for that use. Since the FDA does not regulate the
practice of medicine, physicians may, and often do, prescribe the use of the
System 37R device on preterm patients when they believe in their professional
judgment that it is in the best interest of the patient. The Company has
conducted a study similar in design to a study of a competitive product that was
approved by the FDA and a medical device panel of the FDA, in a matter unrelated
to the Company's approval request, has recently endorsed the validity of this
study design. There can be no absolute assurance, however, that the FDA will
consider and approve the application filed by the Company based upon the
Company's study data or that the criteria for approval by the FDA will remain
the same. The combination of the emerging nature of this service and the lack
of FDA approval historically has adversely affected third-party reimbursement.
Reimbursement has improved and the Company believes that it will continue to
improve as physicians and insurance companies become better acquainted with the
service.
A number of businesses within the healthcare industry, including in some
instances customers and competitors of the Company, recently have begun to
consolidate in order, among other things, to increase the size, efficiency and
purchasing power of the entities in question, to broaden the number and nature
of products and services offered to consumers or simply to better serve the
changing healthcare industry with its focus upon cost-effective medical care.
The overall effect of this industry consolidation upon the Company should it
continue cannot be predicted at this time. The Company, including Healthdyne
Technologies, has grown through acquisitions in the past, and Healthdyne
Technologies is presently discussing possible acquisitions with several other
medical equipment manufacturers. Although the Spin-off is expected to enhance
Healthdyne Technologies' ability to grow in this manner, no agreements have been
reached and no assurances can be given that any such discussions will result in
acquisitions.
The trend within the healthcare industry to deliver quality healthcare
services in a more cost-effective manner has had, and is expected to continue to
have, an impact on the Company. Driven by employers and third-party payors, as
well as by legislation and regulation, prices for services provided to patients,
in general, are being reduced, cost-effective preventative health care is being
stressed and vertically integrated networks of care providers (some of whom are
accepting the insurance risk of providing care through capitation contracts with
third-party payors) are being established. The Company anticipates that this
trend will continue and is attempting to focus its efforts, including the
founding of HIE in 1994, on products and services which it believes can benefit
from this new environment. There can be no assurance, however, that either
additional changes or presently unforeseen consequences from this trend may not
develop.
9
<PAGE> 10
The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the Company's
consolidated financial statements and related notes presented in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 as filed with
the Securities and Exchange Commission.
Operating Results
Consolidated revenues increased 31% to $44,461 in the first quarter of
1995 over the comparable period in 1994. Healthdyne Technologies continued its
strong growth with a 43% increase in revenues to $27,664 in the first quarter of
1995 from $19,369 in the first quarter of 1994. Of this increase, approximately
one-third was due to the acquisition of HealthScan Products in late 1994 and the
balance was due to unit sales growth in Healthdyne Technologies' three largest
product lines. Results for Healthdyne Technologies include intercompany sales
to HMM of $489 and $884 in the first quarter of 1995 and 1994, respectively,
which are eliminated for presentation of the Company's consolidated results.
HMM's revenues increased 10% in the first quarter of 1995 as compared to the
first quarter of 1994 primarily due to higher average patient census.
The Company's gross profit margin decreased to 46% in the first quarter
of 1995 from 49% in the comparable period in 1994. This decrease was largely a
result of the cost of certain product revisions incorporated into the products
of Healthdyne Technologies during 1994 as well as lower average selling prices
for several of the major products at Healthdyne Technologies.
The Company's selling and administrative expenses, as a percentage of
revenues, decreased to 36% in the three months ended March 31, 1995, from 40% in
the same period of 1994, primarily as a result of operating efficiencies
generated by HMM on increased revenues.
The Company provides for doubtful accounts to cover that portion of
billed revenue that it estimates to be uncollectible. This provision is
adjusted periodically based upon the Company's evaluation of historical
collection experience, industry reimbursement trends and other relevant
factors. As a percentage of revenues, this provision has improved to 3% from
5% in the three months ended March 31, 1995 and 1994, respectively, principally
due to improved collection experience at HMM.
Minority interest in net earnings of partnerships is the result of the
establishing strategic alliances by the Company through HMM.
For the three months ended March 31, 1995, the effective income tax rate
was lower than the statutory rate because of the utilization of the Company's
operating tax losses and receipt of non-taxable interest income.
Minority interest in net earnings of subsidiary is the result of the
sale to the public of 19% of Healthdyne Technologies in 1993.
The Spin-off will significantly affect the Company's revenues and
earnings from continuing operations. Included in the Company's consolidated
earnings from continuing operations are $1,253 and $1,244 in the first quarter
of 1995 and 1994, respectively, which represents the Company's 81% equity in the
net earnings of Healthdyne Technologies.
10
<PAGE> 11
Liquidity and Capital Resources
As of March 31, 1995, the Company had cash and short-term investments of
approximately $42,383, including approximately $2,258 of cash and short-term
investments at Healthdyne Technologies. Working capital as of that date was
approximately $77,565 and the current ratio was 3.7 to 1.
Consolidated cash flow used in operations was $2,167 in the three months
ended March 31, 1995 compared to cash flow provided by operations of $4,116 in
the three months ended March 31, 1994. The change is the result of less cash
provided by reduced HMM's accounts receivable in the quarter, as well as an
increase in Healthdyne Technologies' inventory, and the reduction of accounts
payable and other accrued liabilities. Cash used in investing activities
increased to $3,079 from $1,501 in the three months ended March 31, 1995 and
1994, respectively. This increase was due primarily to the Company's
acquisition of the minority interest in certain partnerships, additional equity
investments in affiliates and increased capital expenditures at Healthdyne
Technologies in 1995.
As of March 31, 1995, Healthdyne Technologies had outstanding borrowings
of $21,000 under its $25,000 credit agreement at an interest rate of 8.1%.
It is not expected that the Spin-off of Healthdyne Technologies will
have a material effect on the Company's liquidity or cash flow. Since the
initial public offering of Healthdyne Technologies in 1993, the Company has
neither provided significant funding to, nor obtained significant funding from,
Healthdyne Technologies. Since such date, including the three months ended
March 31, 1995, Healthdyne Technologies has purchased certain services from the
Company at a price which approximates the cost of such services and HMM has
purchased certain equipment from Healthdyne Technologies at 33% above
manufacturing cost. These arrangements will continue for a period of time after
the Spin-off although the services required to be provided to Healthdyne
Technologies and the payments thereunder are expected to be reduced. Healthdyne
Technologies and the Company were also parties to a Tax Sharing Agreement
pursuant to which Technologies paid the Company $2,869 in the year 1994 and
$1,159 in the three months ended March 31, 1995, for the utilization of the
Company's tax operating losses. After the Spin-off, the earnings of Healthdyne
Technologies will not be included in the Company's consolidated income tax
return and, thus, Healthdyne Technologies cannot utilize the Company's tax
operating losses and no further payments will be received by the Company under
this agreement.
As of March 31, 1995, the Company had no material commitments for
capital expenditures. It is anticipated that existing funds available and
expected cash flows from operating and investing activities following the
Spin-off will enable it to make investments in its remaining businesses, and to
meet its scheduled obligations.
RECENT ACCOUNTING PRONOUNCEMENTS
In 1994, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 119, ("SFAS 119"), "Disclosure
About Derivative Financial Instruments and Fair Value of Financial
Instruments". Had SFAS 119 been implemented as of March 31, 1995 by the
Company there would have been no material effect on the consolidated condensed
financial statements.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are incorporated by reference as part
of this Report:
(10)(rr) Distribution Agreement, dated April 21, 1995, between the
Company and Healthdyne Technologies, Inc., incorporated by
reference from the Current Report on Form 8-K of Healthdyne
Technologies, Inc. (Commission File No. 0-21776) dated May 1,
1995.
(10)(ss) Tax Sharing Agreement, dated April 21, 1995, between the
Company and Healthdyne Technologies, Inc., incorporated by
reference from the Current Report on Form 8-K of Healthdyne
Technologies, Inc. (Commission File No. 0-21776) dated May 1,
1995.
(10)(tt) Tax Indemnity Agreement, dated April 21, 1995, between the
Company and Healthdyne Technologies, Inc. incorporated by
reference from the Current Report on Form 8-K of Healthdyne
Technologies, Inc. (Commission File No. 0-21776) dated May 1,
1995.
(10)(uu) Corporate Services Agreement, dated April 21, 1995, between
the Company and Healthdyne Technologies, Inc. incorporated by
reference from the Current Report on Form 8-K of Healthdyne
Technologies, Inc. (Commission File No. 0-21776) dated May 1,
1995.
(10)(vv) OEM Design and Manufacturing Agreement, dated April 21, 1995,
between the Company and Healthdyne Technologies, Inc.,
incorporated by reference from the Current Report on Form 8-K
of Healthdyne Technologies, Inc. (Commission File No. 0-21776)
dated May 1, 1995.
(10)(ww) License Agreement, dated April 21, 1995, between the Company
and Healthdyne Technologies, Inc. incorporated by reference
from the Current Report on Form 8-K of Healthdyne
Technologies, Inc. (Commission File No. 0-21776) dated May 1,
1995.
The following exhibits are filed as part of this Report:
(10)(xx) Amendment to Distribution Agreement, dated May 4, 1995,
between the Company and Healthdyne Technologies, Inc.
(11)(a) Computation of Earnings (Loss) per Common Share.
(b) The Company has not filed any Reports on Form 8-K, during the
quarter ended March 31, 1995.
(27) Financial Data Schedule (for SEC use only)
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEALTHDYNE, INC.
May 5, 1995 By: /s/ Donald R. Millard
---------------------------------------
Donald R. Millard
Vice President - Finance,
Chief Financial Officer and Treasurer
(duly authorized and
principal financial officer)
13
<PAGE> 1
EXHIBIT (10)(xx)
Conformed Copy
AMENDMENT TO DISTRIBUTION AGREEMENT
In consideration of the premises, the undersigned hereby agree to amend
that certain Distribution Agreement dated as of April 21, 1995 (the
"Distribution Agreement") between Healthdyne, Inc., a Georgia corporation
("Healthdyne") and Healthdyne Technologies, Inc., a Georgia corporation
("Technologies") as follows:
Section 3.1(a) of the Distribution Agreement is hereby deleted in its
entirety and there is substituted in lieu thereof the following:
(a) On the Distribution Date, Healthdyne shall
distribute to the holders of record of Healthdyne Common Stock as of
the Distribution Record Date for each share of Healthdyne Common Stock
held by such holders, a fraction of a share of Technologies Common
Stock equal to the fraction obtained by dividing the 10,000,000 shares
of Technologies Common Stock owned by Healthdyne by the number of
shares of Healthdyne Common Stock outstanding on the Distribution
Record Date and rounding to the fifth decimal place (or such other
fraction as shall be agreed upon by Healthdyne and Technologies) (the
"Distribution Fraction"). The number of shares of Technologies Common
Stock to be distributed to each holder of record of Healthdyne Common
Stock on the Distribution Record Date shall be rounded down to the
nearest whole share and such holders shall be entitled to receive cash
in lieu of any such fractional share of Technologies Common Stock as
provided in Section 3.2.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the 4th day of May, 1995.
HEALTHDYNE, INC.
By: /s/ J. Terry Dewberry
----------------------
Name: J. Terry Dewberry
Title: Vice Chairman
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Craig B. Reynolds
----------------------
Name: Craig B. Reynolds
Title: President and
Chief Executive Officer
<PAGE> 1
EXHIBIT (11)(a)
HEALTHDYNE, INC. AND SUBSIDIARIES
Computation of Earnings (Loss) Per Common Share
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
March 31,
-------------------------
1995 1994
---- ----
<S> <C> <C>
Primary
- - - - - -------
Earnings (loss) from continuing operations $ 662 (575)
Loss from discontinued operations - (1,380)
------- ------
Net earnings (loss) $ 662 (1,955)
======= ======
Shares:
Weighted average number of common shares
outstanding 15,294 15,195
Shares issuable from assumed exercise of
options and warrants 456 87
------- ------
Weighted average number of common shares
and common share equivalents: 15,750 15,282
======= ======
Net earnings (loss) per common share
and common share equivalent:
Earnings (loss) from continuing operations $ .04 (.04)
Loss from discontinued operations - (.09)
------- ------
Net earnings (loss) $ .04 (.13)
======= ======
Fully Diluted
- - - - - -------------
Earnings (loss) from continuing operations $ 662 (575)
Loss from discontinued operations - (1,380)
------- ------
Net earnings (loss) $ 662 (1,955)
======= ======
Shares:
Weighted average number of common
shares outstanding as adjusted per
primary computation above 15,750 15,282
Additional shares issuable from assumed
exercise of options and warrants
computed on a fully diluted basis 70 20
------- ------
15,820 15,302
======= ======
Net earnings (loss) per common share
and common share equivalent:
Earnings (loss) from continuing operations $ .04 (.04)
Loss from discontinued operations - (.09)
------- ------
Net earnings (loss) $ .04 (.13)
======= ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HEALTHDYNE FOR THE THREE MONTHS ENDED MARCH 31, 1995,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 42,383
<SECURITIES> 0
<RECEIVABLES> 48,859
<ALLOWANCES> 8,180
<INVENTORY> 16,605
<CURRENT-ASSETS> 106,215
<PP&E> 42,549
<DEPRECIATION> 23,779
<TOTAL-ASSETS> 159,949
<CURRENT-LIABILITIES> 28,650
<BONDS> 0
<COMMON> 153
0
0
<OTHER-SE> 94,052
<TOTAL-LIABILITY-AND-EQUITY> 159,949
<SALES> 0
<TOTAL-REVENUES> 44,461
<CGS> 0
<TOTAL-COSTS> 24,067
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,373
<INTEREST-EXPENSE> 520
<INCOME-PRETAX> 1,216
<INCOME-TAX> 260
<INCOME-CONTINUING> 662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 662
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
