<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 June 30, 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)
(770) 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 August 1, 1995 was 15,395,489.
Page 1 of 13
<PAGE> 2
PART I - FINANCIAL INFORMATION
HEALTHDYNE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Current assets:
Cash and short-term investments $38,409 44,556
Trade accounts and notes receivable,
less allowances of $7,299 at June 30, 1995 and
$6,150 at December 31, 1994 15,304 14,568
Inventories 946 569
Deferred income taxes 1,100 1,027
Prepaid expenses and other current assets 7,403 4,283
Net assets of subsidiary spun-off - 23,923
------- -------
Total current assets 63,162 88,926
------- -------
Property and equipment 32,300 30,387
Less accumulated depreciation and
amortization (17,829) (17,639)
------- -------
Property and equipment, net 14,471 12,748
------- -------
Excess of cost over net assets of businesses
acquired, less accumulated amortization of
$496 at June 30, 1995 and $205 at
December 31, 1994 14,258 5,041
Intangible assets, less accumulated
amortization of $154 at June 30,
1995 and $87 at December 31, 1994 1,182 687
Other assets 3,476 9,745
------- -------
$96,549 117,147
======= =======
</TABLE>
2
<PAGE> 3
HEALTHDYNE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
-------- ------------
<S> <C> <C>
Current liabilities:
Current installments of long-term debt
and obligations under capital leases $ 2,823 715
Accounts payable, principally trade 4,094 2,398
Accrued liabilities 12,888 12,841
------- -------
Total current liabilities 19,805 15,954
Long-term debt and obligations under
capital leases, excluding current
installments 3,752 3,213
Other long-term liabilities 4,094 4,158
-------- -------
Total liabilities 27,651 23,325
------- --------
Minority interest in subsidiaries and partnerships 1,551 558
Shareholders' equity:
Preferred stock, $.0l par value. Authorized
2,250 shares; issued none - -
Common stock, $.01 par value.
Authorized 25,000 shares; issued
15,374 shares at June 30, 1995 and
15,277 shares at December 31, 1994 154 153
Additional paid-in capital 86,063 111,059
Accumulated deficit (18,870) (17,948)
------- -------
Total shareholders' equity 67,347 93,264
------- -------
$96,549 117,147
======= =======
</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 Six Months Ended
------------------ ----------------
June 30, June 30,
------------------ ----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 19,068 16,486 37,956 31,919
Cost of revenues 7,520 6,563 15,006 13,150
-------- ------ ------ ------
Gross profit 11,548 9,923 22,950 18,769
Selling and administrative expenses 11,355 9,224 22,183 18,201
Provision for doubtful accounts 870 1,602 2,068 3,110
Research and development expenses 521 149 990 315
-------- ------ ------ ------
Operating loss (1,198) (1,052) (2,291) (2,857)
Interest income 595 420 1,313 447
Interest expense 153 104 301 399
Other income (expense) net 79 (31) (58) (41)
Equity in losses of affiliate 255 - 468 -
Minority interest in earnings of partnerships 184 160 398 362
-------- ------ ------ ------
Loss from continuing operations
before income tax benefit (1,116) (927) (2,203) (3,212)
Income tax benefit 200 862 818 1,704
-------- ------ ------ ------
Loss from continuing operations (916) (65) (1,385) (1,508)
Earnings (loss) from discontinued operations:
Operating earnings (loss), net of income
tax expense of $247 and $1,032 for the three
months ended June 30, 1995 and 1994,
respectively and $1,257 and $1,143 for the
six months ended June 30, 1995 and 1994,
respectively (668) 797 463 285
Gain on sale of subsidiary, net of income
taxes of $456 - 17,330 - 17,330
-------- ------ ------ ------
Earnings (loss) from discontinued operations (668) 18,127 463 17,615
-------- ------ ------ ------
Net earnings (loss) $ (1,584) 18,062 (922) 16,107
======== ====== ====== ======
Net earnings (loss) per common share and common
share equivalent:
Loss from continuing operations $ (0.06) - (0.09) (0.10)
-------- ------ ------ ------
Earnings (loss) from discontinued
operations (0.04) 1.18 0.03 1.15
-------- ------ ------ ------
Net earnings (loss) $ (0.10) 1.18 (0.06) 1.05
======== ====== ====== ======
Weighted average number of common shares
and common share equivalents 15,355 15,274 15,324 15,278
======== ====== ====== ======
</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>
Six Months Ended
----------------
June 30,
--------
1995 1994
---- ----
<S> <C> <C>
Cash Flows from Continuing Operating Activities:
Loss from continuing operations $(1,385) (1,508)
Adjustments to reconcile loss from continuing
operations to net cash provided by
operating activities:
Depreciation and amortization 2,376 2,023
Provision for doubtful accounts 2,068 3,110
Minority interest in earnings of partnerships 398 362
(Increase) decrease in:
Trade accounts and notes receivable (2,804) 728
Inventories (377) (232)
Other assets (2,524) (131)
Increase (decrease) in:
Accounts payable 1,696 530
Accrued liabilities and other 915 (2,802)
------- ------
Net cash provided by continuing
operating activities 363 2,080
------- ------
Cash Flows from Continuing Investing Activities:
Purchases of property and equipment (3,741) (1,637)
Investments in equity of affiliates, net (3,093) -
Purchases of minority interests of partnerships (828) -
Purchase of intangible assets (549) -
------- ------
Net cash used in continuing
investing activities (8,211) (1,637)
------- ------
</TABLE>
(continued)
5
<PAGE> 6
HEALTHDYNE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------
June 30,
-----------------------------
1995 1994
----- ----
<S> <C> <C>
Cash Flows from Continuing Financing Activities:
Net repayments under revolving
credit agreements $ - (11,000)
Proceeds from issuance of long-term debt 2,638 435
Proceeds from issuance of common stock 484 306
Distributions to minority interest in partnerships, net (327) (353)
------- -------
Net cash provided by (used in) continuing
financing activities 2,795 (10,612)
------- -------
Net Cash Used in Continuing Operations (5,053) (10,169)
------- -------
Net Cash Provided By (Used in) Discontinued Operations:
Earnings from discontinued operations 463 285
Proceeds from sale of subsidiary - 61,230
Change in net assets of subsidiary spun-off (1,557) (2,493)
------- -------
Net cash provided by (used in) discontinued operations (1,094) 59,022
------- -------
Net increase (decrease) in cash and short-term
investments (6,147) 48,853
Cash and Short-term Investments at Beginning of
Period 44,556 3,610
------- -------
Cash and Short-term Investments at End of Period $38,409 52,463
======= =======
</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 June 30, 1995 and
for the three and six months ended June 30, 1995 and 1994 are unaudited.
Certain reclassifications of prior period information have been made to
conform to current year presentation. In April 1994 Healthdyne, Inc.
(the "Company") sold its 68% ownership in Home Nutritional Services,
Inc., a New Jersey corporation ("HNS"), and in May 1995 the Company
distributed to its shareholders, in the form of a tax-free dividend, its
81% ownership in Healthdyne Technologies, Inc., a Georgia corporation
("Healthdyne Technologies"). The accounts of HNS and Healthdyne
Technologies prior to sale or distribution have been segregated and
reflected as discontinued operations in the consolidated condensed
financial statements as of June 30, 1995 and December 31, 1994 and for
the three and six months ended June 30, 1995 and 1994 (See Note 3).
Additionally, in May 1995 the Company increased its ownership interest in
Healthcare Communications, Inc. from 44% to 57% and, accordingly, its
results of operations, which were previously recognized under the equity
method of accounting, are included in the Company's consolidated results
of operations as if the transaction had occurred on January 1, 1995. 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
and six months ended June 30, 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 related notes
included in the Annual Report on Form 10-K of 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 HNS. The sale was consummated in April 1994 and
resulted in net proceeds to the Company of approximately $61,000 and a
gain, net of income taxes, of $17,330. Accordingly, the operations of
HNS for the three and six months ended June 30, 1994 have been presented
as discontinued operations.
On May 22, 1995, the Company distributed its 81% ownership in its
subsidiary, Healthdyne Technologies, to the shareholders of record on May
5, 1995 of the Company in a tax-free distribution (the "Spin-off"). The
Company's consolidated condensed financial statements reflect the results
of operations of Healthdyne Technologies included in the current periods
and all previously reported periods as discontinued operations.
The Spin-off resulted in a reduction of additional paid-in capital of
$25,480, representing 81% of the book value of assets of Healthdyne
Technologies.
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") and on May 22, 1995 the Company distributed
to its shareholders the 10 million shares of common stock (approximately 81% of
the outstanding shares) of Healthdyne Technologies, Inc. ("Healthdyne
Technologies") owned by the Company in a tax-free distribution (the
"Spin-off"). The accounts of HNS and Healthdyne Technologies prior to sale or
distribution have been reflected herein as discontinued operations.
Healthdyne Maternity Management ("HMM"), a wholly-owned division of 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 develop products for and provide
clinical information and management services to physicians and emerging
integrated healthcare networks.
In May 1995 the Company increased its ownership interest in Healthcare
Communications, Inc., a software development company which is part of the HIE
group, from 44% to 57%. Accordingly, the results of operations of this entity,
which were previously recognized under the equity method of accounting, are
included in the Company's consolidated results of operation as if the
transaction had occurred on January 1, 1995.
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 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.
Substantially all of the Company's current revenues are derived directly
from third-party payors for services rendered to patients by the Company. 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 cost-effective therapies and
procedures, pre-qualifying insurance coverage prior to the delivery of services
and educating third-party payors on the benefits of the Company's home
therapies. 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 offered by the
Company's 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 37(R) uterine activity monitor utilized by HMM 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 37(R) device with pregnant patients
prior
8
<PAGE> 9
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 37(R) 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 in 1991 and a medical device
panel of the FDA, in a matter unrelated to the Company's approval request, has
endorsed the validity of this study design. Although the Company anticipates
that FDA approval of the System 37(R) device for preterm use will be
forthcoming, there can be no absolute assurance that the FDA will consider and
approve the application filed by the Company or that the criteria for approval
by the FDA will remain the same. 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 services offered by the
Company.
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 has grown through
acquisitions in the past. Although the Company has grown through acquisitions
in the past and will continue to explore opportunities as they arise, the
Company has determined to separate its business entities pursuant to the
transactions referred to above, including the Spin-off, as well as a possible
distribution to its shareholders of the stock of HIE. There is no assurance,
however, that any additional transactions will occur.
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.
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 from continuing operations, increased 16% to
$19,068 and 19% to $37,956 in the three and six months ended June 30, 1995,
respectively, as compared to the same periods in 1994. Of these increases
approximately 10% in each period is the result of revenues of the Company's
subsidiary, HIE, which was incorporated in mid-1994. The remaining increases
are due to increases in HMM's revenues primarily due to higher average patient
census.
The Company's gross profit margin remained relatively constant at 59%
to 60% in the three and six months periods ended June 30, 1995 and 1994.
The Company's selling and administrative expenses increased both
absolutely and as a percentage of revenues, to 60% in the three months ended
June 30, 1995, from 56% in the
9
<PAGE> 10
same period of 1994, and to 58% in the six month period ended June 30, 1995
from 57% from the same period in the prior year. This increase was primarily
the result of expenses related to HIE, which was established in mid-1994.
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. Due to significantly improved collection experience at HMM in late
1994 and early 1995, the provision was decreased from 10% of revenues in the
first half of 1994 to 5% of revenues in 1995.
Minority interest in net earnings of partnerships is the result of
strategic alliances established by the Company through HMM.
For the three and six months ended June 30, 1995, the effective income
tax benefit was greater than the statutory rate because of the utilization of
the Company's operating tax losses and receipt of non-taxable interest income.
Liquidity and Capital Resources
As of June 30, 1995, the Company had cash and short-term investments
of $38,409. Working capital as of that date was $43,357 and the current ratio
was 3.2 to 1.
Consolidated cash flow provided by continuing operating activities was
$363 and $2,080 in the six months ended June 30, 1995 and 1994, respectively.
Cash used in investing activities increased to $8,211 from $1,637 in the six
months ended June 30, 1995 and 1994, respectively. This increase was due
primarily to increased capital expenditures at HMM, additional equity
investments in affiliates and the acquisition of the minority interests of
certain partnerships.
It is not expected that the Spin-off of Healthdyne Technologies will
have a material effect on the Company's liquidity or available 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 six
months ended June 30, 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 Healthdyne Technologies paid the Company $2,869 in
the year 1994 and $1,423 in the six months ended June 30, 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 June 30, 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 will enable the
Company 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 by the Company as of June 30,
1995, there would have been no material effect on the consolidated condensed
financial statements.
10
<PAGE> 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 20, 1995, the Company held an Annual Meeting of Shareholders.
As of May 19, 1995, the record date for the meeting, 15,367,852 shares of
Common Stock were held of record and entitled to vote at the meeting, of which
13,389,542 were present at the meeting either in person or by proxy.
Elected to the Company's Board of Directors to serve until the next
Annual Meeting or until their successors are elected and qualified, as well as
the shares withheld and voted for each nominee, were as follows:
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
Parker H. Petit 13,327,548 61,994
J. Terry Dewberry 13,329,352 60,190
J. Paul Yokubinas 13,328,318 61,224
William J. Gresham, Jr. 13,329,182 60,360
Charles R. Hatcher, Jr. 13,328,282 61,260
Alexander H. Lorch 13,319,902 69,640
Carl E. Sanders 13,320,752 68,790
Morris S. Weeden 13,319,182 70,360
Frederick P. Zuspan 13,317,402 72,140
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are filed as a part of this report:
(11) (a) Computation of Earnings per Common Share.
(27) Financial Data Schedule (for SEC use only)
(b) The Company filed a Current Report on Form 8-K dated June 1,
1995, reflecting the Spin-off of the Company's 81% ownership interest in
Healthdyne Technologies, to the Company's shareholders on May 22, 1995 (Item 2
of Form 8-K - Acquisition or Disposition of Assets), which contained proforma
consolidated condensed financial statements including a balance sheet as of
March 31, 1995 and statements of earnings (loss) for the year ended December
31, 1994 and the three month period ended March 31, 1995.
11
<PAGE> 12
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.
August 9, 1995 By: /s/ Donald R. Millard
--------------------------------
Donald R. Millard
Vice President - Finance,
Chief Financial Officer and Treasurer
(duly authorized and
principal financial officer)
12
<PAGE> 1
Exhibit (11) (a)
HEALTHDYNE, INC. AND SUBSIDIARIES
Computation of Earnings Per Common Share
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
------------------ ----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary
-------
Loss from continuing operations $ (916) (65) (1,385) (1,508)
Earnings (loss) from discontinued operations (668) 18,127 463 17,615
------- ------ ------ -------
Net earnings (loss) $(1,584) 18,062 (922) 16,107
======= ====== ====== =======
Shares:
Weighted average number of common shares
outstanding 15,355 15,245 15,324 15,220
Shares issuable from assumed exercise of
options and warrants - 29 - 58
------- ------ ------ ------
Weighted average number of common shares
and common share equivalents 15,355 15,274 15,324 15,278
======= ====== ====== ======
Net earnings (loss) per common share
and common share equivalent:
Loss from continuing operations $ (.06) - (.09) (.10)
Earnings (loss) from discontinued
operations (.04) 1.18 .03 1.15
------- ------ ------ ------
Net earnings (loss) $ (.10) 1.18 (.06) 1.05
======= ====== ====== ======
Fully Diluted
-------------
Loss from continuing operations $ (916) (65) (1,385) (1,508)
Earnings (loss) from discontinued operations (668) 18,127 463 17,615
------- ------ ------ ------
Net earnings (loss) $(1,584) 18,062 (922) 16,107
======= ====== ====== ======
Shares:
Weighted average number of common
shares outstanding as adjusted per
primary computation above 15,355 15,274 15,324 15,278
Additional shares issuable from assumed
exercise of options and warrants
computed on a fully diluted basis - - - 10
------- ------ ------ ------
15,355 15,274 15,324 15,288
======= ====== ====== ======
Net earnings (loss) per common share
and common share equivalent:
Earnings (loss) from continuing
operations $ (.06) - (.09) (.10)
Earnings (loss) from discontinued
operations (.04) 1.18 .03 1.15
------- ------ ------ ------
Net earnings (loss) $ (.10) 1.18 (.06) 1.05
======= ====== ====== ======
</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 JUNE 30, 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> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 38,409
<SECURITIES> 0
<RECEIVABLES> 22,603
<ALLOWANCES> 7,299
<INVENTORY> 946
<CURRENT-ASSETS> 63,162
<PP&E> 32,300
<DEPRECIATION> 17,829
<TOTAL-ASSETS> 96,549
<CURRENT-LIABILITIES> 19,805
<BONDS> 0
<COMMON> 154
0
0
<OTHER-SE> 67,193
<TOTAL-LIABILITY-AND-EQUITY> 96,549
<SALES> 0
<TOTAL-REVENUES> 37,956
<CGS> 0
<TOTAL-COSTS> 15,006
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,068
<INTEREST-EXPENSE> 301
<INCOME-PRETAX> (2,203)
<INCOME-TAX> (818)
<INCOME-CONTINUING> (1,385)
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