ROTECH MEDICAL CORP
10-Q, 1995-06-14
HOME HEALTH CARE SERVICES
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<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

      For the quarter period ended April 30, 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
                                          0-14003
                                        ------------



                         ROTECH  MEDICAL  CORPORATION
                        ------------------------------
             (Exact name of Registrant as specified on its Charter)



            Florida                              59-2115892
          ------------                         --------------
   (State or jurisdiction of                  (I.R.S. Employer
incorporation or organization)               Identification No.)

4506 L.B. McLeod Road, Suite F, Orlando, Florida                       32811
- ----------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:     (407) 841-2115
- ----------------------------------------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X    NO
   ----    ----    

Indicate the number of shares outstanding of each class of issuer's classes of
common stock as of June 13, 1995: 11,649,624
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
________________________________________________________________________________
Index

<TABLE>
<CAPTION>

                                                                            Page
<S>                                                                         <C>
Part I.   Financial Information

Item 1.   Financial Statements

          Condensed Consolidated Balance
          Sheets, Interim at April 30, 1995
          and Year End at July 31, 1994                                       1
 
          Condensed Consolidated Interim
          Statements of Income for the
          Three Months and Nine Months Ended
          April 30, 1995 and 1994                                             2
 
          Condensed Consolidated Interim
          Statements of Shareholders' Equity
          for the Nine Months Ended April
          30, 1995 and 1994                                                   3
 
          Condensed Consolidated Interim
          Statements of Cash Flows for the
          Nine Months Ended April 30, 1995
          and 1994                                                            4
 
          Notes to Condensed Consolidated
          Interim Financial Statements                                        5
 
Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results
          of Operations                                                      10


Part II.  Other Information                                                  13

 
Signature                                                                    14
</TABLE> 
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Condensed Consolidated Balance Sheets
<TABLE> 
<CAPTION> 
                                                                 April 30                
                                                                   1995                  July 31 
                                                               (Unaudited)                1994 
                                                            ----------------         ----------------
<S>                                                           <C>                      <C>
ASSETS
Current Assets:
  Cash                                                          $  2,388,046             $   331,681
  Accounts Receivable:
    Trade, less allowance for contractual
      adjustments and doubtful accounts                           37,016,068              29,568,314
    Other                                                          2,902,861               1,622,975
  Inventories                                                     10,483,661               5,918,437
  Prepaid expenses                                                   429,217                 711,350
                                                                 -----------             -----------
    Total Current Assets                                          53,219,853              38,152,757

Other Assets:
  Intangible assets, less accumulated amortization                49,550,697              30,880,930
  Other assets                                                       342,940               2,009,230
                                                                 -----------              ----------
                                                                  49,893,637              32,890,160

Property and equipment, less accumulated depreciation             32,670,855              23,389,838
                                                                 -----------              ----------


TOTAL ASSETS                                                   $135,784,345              $94,432,755
                                                               ============              ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable, accrued expenses and
    other liabilities                                           $  8,709,896             $ 5,521,033
  Notes payable to banks                                          27,497,000               4,098,000
  Income taxes payable                                             1,794,716                 750,609
                                                                 -----------              ----------
    Total Current Liabilities                                     38,001,612              10,369,642


Deferred income taxes                                              1,342,650                 742,650

Shareholders' Equity:
  Common Stock, par value $.0002 per share,
    50,000,000 shares authorized, 9,756,273 shares
    at April 30, 1995 and 9,504,770 shares
    at July 31, 1994 issued and outstanding                            1,960                   1,909
  Treasury stock, at cost                                           (814,535)               (814,535)
  Additional paid-in capital                                      68,493,297              64,520,077
  Retained earnings                                               28,759,361              19,613,012
                                                                 -----------              ----------
                                                                  96,440,083              83,320,463
                                                                 -----------              ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $135,784,345             $94,432,755
                                                                ============             ===========

</TABLE> 

Note:  The consolidated balance sheet at July 31, 1994 has been condensed from
       the audited financial statements at that date.

See notes to condensed consolidated interim financial statements.

                                            1
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Condensed Consolidated Interim Statements of Income

<TABLE> 
<CAPTION> 
                                                             Three Months Ended                             Nine Months Ended
                                                     April 30                April 30               April 30                April 30
                                                       1995                    1994                   1995                    1994
                                                                (Unaudited)                                    (Unaudited)
                                                  -----------------------------------           ------------------------------------
<S>                                               <C>                    <C>                     <C>                    <C>
Operating revenue                                 $35,031,464            $18,138,769             $94,336,199            $48,031,489

Cost and expenses:
     Cost of revenue                                9,226,431              4,496,422              25,620,513             12,108,625
     Selling, general and administrative           17,915,022              8,907,000              47,449,051             24,233,405
     Depreciation and amortization                  2,186,204              1,274,675               6,046,955              3,206,435
     Interest                                         452,961                 20,250                 763,331                 24,022
                                                  -----------            -----------             -----------            -----------
                                                   29,780,618             14,698,347              79,879,850             39,572,487
                                                  -----------            -----------             -----------            -----------

Income before income taxes                          5,250,846              3,440,422              14,456,349              8,459,002

Income tax expense                                  1,900,000              1,225,000               5,310,000              2,987,900
                                                  -----------            -----------             -----------            -----------

             Net Income                           $ 3,350,846            $ 2,215,422             $ 9,146,349            $ 5,471,102
                                                  ===========            ===========             ===========            ===========


             Net Income Per Share                       $0.34                  $0.26                   $0.92                 $0.70
                                                  ===========            ===========             ===========            ===========

Weighted Average Number
     of Shares Outstanding                          9,900,423              8,595,653               9,982,972              7,818,193
</TABLE> 






See notes to condensed consolidated interim financial statements.

                                       2
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Condensed Consolidated Interim Statements of Shareholders' Equity


<TABLE> 
<CAPTION> 
                                                                                 Treasury           Additional
                                                Common Stock                       Stock              Paid-in              Retained
                                                  Shares            Amount                            Capital              Earnings
                                                                               (Unaudited)
                                              -------------------------------------------------------------------------------------
<S>                                           <C>                 <C>          <C>                   <C>                 <C> 
Balance, August 1, 1993                       7,242,825           $1,449         ---                 $24,695,107        $11,500,792

Issuance of Common Stock pursuant to
    Employee Stock Compensation Plan                600                0                                   6,346

Issuance of Common Stock in acquisition         358,587               71                               3,814,272
    of subsidiaries

Issuance of Common Stock in Public
    Offering                                  2,000,000              400                              36,751,842

Net income for the nine months
    ended April 30, 1994                                                                                                  5,471,102
                                             ----------         ---------    ----------            -------------        -----------
Balance, April 30, 1994                       9,602,012           $1,920         ---                 $65,267,567        $16,971,894
                                             ==========         =========    ==========            =============        ===========


Balance, August 1, 1994                       9,504,770           $1,909      ($814,535)             $64,520,077        $19,613,012

Issuance of Common Stock pursuant to
    Employee Stock Compensation Plan             19,268                4                                 230,214

Issuance of Common Stock in acquisition
    of subsidiaries                             232,235               47                               3,743,006

Net income for the nine months
    ended April 30, 1995                                                                                                  9,146,349
                                             ----------         ---------    ----------            -------------        -----------

Balance, April 30, 1995                       9,756,273           $1,960     ($814,535)              $68,493,297        $28,759,361
                                             ==========         =========    ==========            =============        ===========

</TABLE> 






See notes to condensed consolidated interim financial statements.
                                       
                                       3
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Condensed Consolidated Interim Statements of Cash Flows

<TABLE> 
<CAPTION> 

                                                                          Nine Months Ended
                                                                    April 30              April 30
                                                                      1995                  1994
                                                                               (Unaudited)
                                                                   ________________________________
<S>                                                                    <C>               <C> 
Net Cash Provided by (Used In) Operating Activities                    $8,844,835        ($2,572,694)

Investing Activities
      Purchase of property and equipment                              (9,465,837)        (5,479,478)
      Changes in advances and deposits                                  (171,939)          (231,256)
      Net payments for acquisitions and dispositions of
           net assets, net of cash acquired                          (20,549,694)        (8,165,845)
                                                                   -------------         ----------
                Net Cash Used in Investing Activities                (30,187,470)       (13,876,579)

Financing Activities
      Proceeds from issuance of Common Stock                               -             36,752,242
      Net proceeds from notes payable                                 23,399,000               -
                                                                   -------------        -----------

                Net Cash Provided by Financing Activities             23,399,000         36,752,242
                                                                   -------------        -----------

                Increase in Cash                                       2,056,365         20,302,969
                Cash at Beginning of Period                              331,681          2,617,013
                                                                  --------------        -----------
      
                Cash at End of Period                                 $2,388,046        $22,919,982
                                                                  ==============        ===========
</TABLE> 

                                                4


See notes to condensed consolidated interim financial statements.
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
________________________________________________________________________________
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)

Note A - Basis of Reporting

          The condensed consolidated interim balance sheet as of April 30, 1995
and the condensed consolidated interim statements of income, shareholders'
equity and cash flows for the three months and nine months ended April 30, 1995
and 1994 are unaudited.   In the opinion of management, these statements have
been prepared on the same basis as the audited consolidated financial statements
and include all adjustments, consisting only of normal recurring accruals,
necessary for the fair statement of the results of the interim periods.

          Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  These condensed consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's consolidated audited financial
statements as of and for the year ended July 31, 1994.  The results of
operations for the interim period are not necessarily indicative of the results
which may be expected for an entire year.

          Certain prior year amounts have been reclassified to conform with the
current year classification.

Note B - Subsequent Events

          On May 10, 1995, the Company completed a public offering of 1.7
million shares of its Common Stock at $31.00 per share.  The proceeds of the
sale, after deducting issuance costs, were approximately $50 million.  The
Company used approximately $27 million of the net proceeds to reduce outstanding
debts.  Pending utilization for acquisitions and expansion, the remaining net
proceeds of $23 million were invested in short-term, interest-bearing
obligations.

          During the period May 1, 1995 to June 1, 1995, the Company issued
193,351 shares of its restricted Common Stock valued at approximately $4.2
million and paid cash of approximately $16 million to purchase the net assets of
seven home health care companies based in Arkansas, Florida, Louisiana,
Mississippi , Montana, Texas and Wyoming.

          Effective June 1, 1995 the Company obtained an increase in its line of
credit to $75 million. The line of credit requires compliance by the Company
with certain financial and negative covenants, including a restriction on
dividends. Management believes that this credit capacity and cash flow from
operations, in addition to the net proceeds from the May 1995 offering, will be
sufficient for the Company's projected growth in the near future.

                                       5
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
________________________________________________________________________________
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)-continued

Note C - Pro Forma Condensed Combined Statements of Income

          The pro forma condensed combined statement of income for the year
ended July 31, 1994 has been prepared to illustrate the estimated combined
effects of the various Agreements of Purchase and Sale (Agreements) upon RoTech
Medical Corporation (the Company) for those acquisition transactions consummated
between August 1, 1994 and June 1, 1995.  The pro forma condensed combined
statement of income was derived by adjusting the historical statement for the
year ended July 31, 1994 of the Company and the unaudited historical statements
of income for the most recent fiscal year end of the unaudited acquired
entities.

          The pro forma condensed combined statement of income for the nine
months ended April 30, 1995 was derived by adjusting the unaudited historical
statement of income for the nine months ended April 30, 1995 of the Company and
the unaudited historical statements of income for the acquired entities for the
period prior to their respective inclusion in the unaudited historical statement
of income of the Company for the nine months ended April 30, 1995.  The entities
acquired prior to April 30, 1995 are included in the Company's balance sheet as
of April 30, 1995.

          The operations of any entities acquired subsequent to April 30, 1995
are not included in the Company's historical statement of income as presented
herein.  The net assets of any entities acquired subsequent to April 30, 1995
are not included in the Company's balance sheet as of April 30, 1995.

          The pro forma condensed combined statements of income were prepared as
if the purchases and sales had occurred on August 1, 1993.  The pro forma
condensed combined statements of income presented are not necessarily indicative
of the results of operations that might have occurred had such transactions been
completed as of the date specified or of the results of operations of the
Company and its subsidiaries for any future period.

          No changes in operating revenue and expenses have been made to reflect
the results of any modification to operations that might have been made had the
Agreements been consummated on the aforesaid assumed effective date for purposes
of presenting pro forma results.  Certain supportable payroll costs attributable
to acquired entities' employees whose services would have been terminated upon
the effective date of purchase and sale have been eliminated.  The acquisitions
have been accounted for in accordance with the purchase method of accounting.
The pro forma condensed combined statements of income include amortization of
goodwill as if the Agreements had been completed on the assumed effective date
referred to above.

          The pro forma condensed combined statements of income should be read
in conjunction with the audited consolidated financial statements and related
notes thereto included elsewhere herein.

                                       6
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Pro Forma Condensed Combined Statements of Income

<TABLE> 
<CAPTION> 
                                                               For the Year Ended July 31, 1994
                                            ----------------------------------------------------------------------------------
                                                                            (Unaudited)

                                               RoTech                                                               RoTech
                                              Medical                                                              Medical
                                            Corporation                                                          Corporation
                                            Consolidated           Combined                                        Combined
                                             Year Ended            Acquired             Pro Forma                  Pro Forma
                                            July 31, 1994          Entities            Adjustments                  Results
                                            ----------------------------------------------------------------------------------
<S>                                          <C>                  <C>                  <C>                        <C>
Operating revenue                            $71,469,618          $31,163,311                                     $102,632,929

Cost and expenses:
   Cost of revenue                            17,408,548            9,226,947                                       26,635,495
   Selling, general
      and administrative                      35,879,483           16,440,607             (150,000) (a)             52,170,090
   Depreciation and amortization               5,338,494            1,045,787            1,660,811  (b)              8,045,092
   Interest                                       66,676              262,564            1,208,686  (c)              1,537,926
                                             -----------          -----------          -----------                ------------
                                              58,693,201           26,975,905            2,719,497                  88,388,603
                                             -----------          -----------          -----------                ------------
Income before income taxes                    12,776,417            4,187,406           (2,719,497)                 14,244,326

Income tax expense                             4,664,197            1,532,224             (989,098) (d)              5,207,323
                                             -----------          -----------          -----------                ------------
          Net Income                         $ 8,112,220          $ 2,655,182          $(1,730,399)               $  9,037,003
                                             ===========          ===========          ===========                ============  

Net Income Per Share                               $0.99                                                                 $1.08
                                             ===========                                                          ============  

Weighted Average Number
   of Shares Outstanding                       8,147,144                                   193,351  (e)              8,340,495

</TABLE> 

                                       7
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Pro Forma Condensed Combined Statements of Income

<TABLE> 
<CAPTION> 
                                                               For the Year Ended April 30, 1995
                                            ----------------------------------------------------------------------------------
                                                                            (Unaudited)

                                               RoTech                                                               
                                              Medical                                                              RoTech
                                            Corporation                                                            Medical
                                            Consolidated                                                         Corporation 
                                             Nine Months          Combined                                         Combined
                                                Ended             Acquired             Pro Forma                  Pro Forma
                                            April 30, 1995        Entities            Adjustments                  Results
                                            ----------------------------------------------------------------------------------
<S>                                          <C>                  <C>                  <C>                        <C>
Operating revenue                            $94,336,199           $9,295,760                                      $103,631,959

Cost and expenses:
   Cost of revenue                            25,620,513            3,269,955                                       28,890,468
   Selling, general
      and administrative                      47,449,051            4,638,817             (112,500) (a)             51,975,368
   Depreciation and amortization               6,046,955              118,396              615,884  (b)              6,781,235
   Interest                                      763,331               42,098              448,225  (c)              1,253,654
                                             -----------          -----------          -----------                ------------
                                              79,879,850            8,069,266              951,609                  88,900,725
                                             -----------          -----------          -----------                ------------
Income before income taxes                    14,456,349            1,226,494             (951,609)                 14,731,234

Income tax expense                             5,310,000              489,700             (396,239) (d)              5,403,461
                                             -----------          -----------          -----------                ------------
          Net Income                         $ 9,146,349           $  736,794            ($555,370)               $  9,327,773
                                             ===========          ===========          ===========                ============  

Net Income Per Share                               $0.92                                                                 $0.92
                                             ===========                                                          ============  

Weighted Average Number
   of Shares Outstanding                       9,982,972                                   193,351  (e)             10,176,323

</TABLE> 

                                                                 8

<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)-continued

Note C - Pro Forma Condensed Combined Statements of Income-continued

(a)  Supportable general and administrative expenses relating directly to the
     payroll and related expenses of those terminated employees determined to be
     duplicated by the Company's existing personnel and therefore would not be
     needed after the acquisitions.

(b)  Amortization on intangibles recorded in the combined acquisitions
     (amortized over various lives from 5 to 25 years).

(c)  Additional interest expense related to borrowings for cash paid to acquire
     combined entities; assumed borrowed on August 1, 1993.

(d)  Adjustment to income tax expense for the tax expense relating to the net
     income as adjusted for the combined acquired entities.  Income taxes are
     calculated on the basis that operations of the consolidated company could
     be combined as one company for federal income tax purposes at the actual
     historical rate for the period.  No assurance can be given that these tax
     benefits will be realizable by the Company.

(e)  Additional shares of the Company's Common Stock issued pursuant to the
     Agreements; assumed issued on August 1, 1993.

                                       9
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Management's Discussion and Analysis of Financial Condition and Results of
Operations


Results of Operations
For the Three Months and Nine Months Ended
April 30, 1995, and 1994

          Operating revenue increased 93% to $35,031,000 for three months ended
April 30, 1995 from $18,139,000 for three months ended April 30, 1994.
Operating revenue increased 96% to $94,336,000 for the nine months ended April
30, 1995 from $48,031,000 for the nine months ended April 30, 1994.  These
increases are discussed by respective lines of business below.

          Operating revenue from home respiratory and other medical equipment
increased 116% to $22,123,000 for the three months ended April 30, 1995 from
$10,229,000 for the three months ended April 30, 1994.  Operating revenue from
home respiratory and other medical equipment increased 121% to $60,781,000 for
the nine months ended April 30, 1995 from $27,479,000 for the nine months ended
April 30, 1994.  Acquisitions of businesses that focus on these products
continue to be a strategic part of the Company's growth.  Maturation of existing
locations has led to increases in the types and quantities of products and
services provided to the Company's referral sources and patient bases.

          Operating revenue from pharmacy and home infusion therapy products and
services increased 37% to $8,811,000 for the three months ended April 30, 1995
from $6,442,000 for the three months ended April 30, 1994.  Operating revenue
from pharmacy and home infusion therapy products and services increased 36% to
$24,512,000 for the nine months ended April 30, 1995 from $18,053,000 for the
nine months ended April 30, 1994.  Pricing for these products and services
appears to have stabilized and the Company has experienced unit growth and new
demand for home infusion therapy in its markets.

          Operating revenue from physician practices increased to $4,097,000 for
the three months ended April 30, 1995 from $1,468,000 for the three months ended
April 30, 1994.  Operating revenue from physician practices increased to
$9,043,000 for the nine months ended April 30, 1995 from $2,500,000 for the nine
months ended April 30, 1994.  The Company currently owns 18 physician practices
which are clustered in two rural marketplaces.  Growth in this line of business
should continue as the Company continues to acquire primary care physician
practices.

          Cost of revenue as a percentage of operating revenue increased to
26.3% for the three months and 27.1% for the nine months ended April 30, 1995
from 24.8% for the three months and 25.2% for the nine months ended April 30,
1994.  The addition of new entities coupled with changes in the product mix at
existing locations causes this relationship to be subject to constant change.
Consolidation of purchasing functions and purchasing power is an on-going task
as the Company continues to acquire businesses with varied needs, strengths and
product mixes.  Selling, general and administrative expenses as a percentage of
operating revenue increased to 51.1% for the three months and 50.3% for the nine
months ended April 30, 1995 from 49.1% and 50.5% for the respective periods in
the prior year.  Changes in the Company's mix of business affect these
categories, for example, physician practices have no cost of revenue, since
expenses are of a selling,

                                      10
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Management's Discussion and Analysis of Financial Condition and Results of
Operation

general and administrative nature.

          Depreciation and amortization expense increased 72% to $2,186,000 for
the three months ended April 30, 1995 from $1,275,000 for the three months ended
April 30, 1994.  Depreciation and amortization expense increased 89% to
$6,047,000 for the nine months ended April 30, 1995 from $3,206,000 for the nine
months ended April 30, 1994.  Depreciation and amortization expense as a
percentage of operating revenue was 6.4% for the nine months ended April 30,
1995 compared to 6.7% for the nine months ended April 30, 1994.  The increase
was attributable to the Company's purchases of fixed and intangible assets
resulting from its various acquisitions along with additional rental equipment
purchased to support internal growth.

          Interest expense increased to $453,000 for the three months ended
April 30, 1995 from interest expense of $20,000 for the three months ended April
30, 1994.  Net interest expense increased to $763,000 for the nine months ended
April 30, 1995 from $24,000 for the nine months ended April 30, 1994.  The
Company received funding from its recent public offering in early May, 1995.
See Liquidity and Capital Resources for further discussion.

          Income taxes were provided based on an effective tax rate at 36.7% for
the nine months ended April 30, 1995, compared to 35.3% for the nine months
ended April 30, 1994.

          As a result of the foregoing, net income increased 67% to $9,146,000
for the nine months ended April 30, 1995 from $5,471,000 for the nine months
ended April 30, 1994.  Net income as a percentage of operating revenue decreased
to 9.7% for the nine months ended April 30, 1995 from 11.4% for the nine months
ended April 30, 1994.

Liquidity and Capital Resources

          At April 30, 1995, total current assets were $53,200,000 and total
current liabilities were $38,002,000, resulting in working capital of
$15,198,000. The Company's current ratio was 1.40 to 1.00 at April 30, 1995
compared to 3.68 to 1.00 at July 31, 1994, as borrowings from banks have
increased to $27,497,000 from $4,098,000.

          Net trade accounts receivable increased 25% or $7,448,000 to
$37,016,000 in the nine months ended April 30, 1995.  The Company's days revenue
outstanding on net accounts receivable were 95 days at April 30, 1995 compared
to 112 days at April 30, 1994.  Acquired receivables with no corresponding
revenue account for approximately 10 days and 5 days revenue outstanding on net
accounts receivable at April 30, 1995 and April 30, 1994, respectively.

                                      11
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Management's Discussion and Analysis of Financial Condition and Results of
Operations

          During the nine months ended April 30, 1995, the Company generated
cash of $8,845,000 from operating activities, primarily as a result of net
income of $9,146,000 and the timing of purchases of and payments for operating
items.  As of April 30, 1995, the Company had borrowed $27,500,000 on its
working capital line of credit of $50,000,000 to fund certain acquisitions.

          On May 10, 1995, the Company completed a public offering of 1,700,000
shares of its Common Stock at $31.00 per share.  The proceeds of the sale, after
deducting issuance costs, were approximately $50,000,000.  The Company used
approximately $27,000,000 of the net proceeds to reduce outstanding debts.
Pending utilization for expansion and acquisitions, the remaining net proceeds
will continue to be invested in short-term interest-bearing  tax-exempt
obligations.

          As of April 30, 1995, the Company had a working capital and
acquisition line of credit of $50,000,000, with approximately $22,500,000
available for future borrowing.  The working capital and acquisition line of
credit carries a negative pledge on all Company assets, is payable on demand and
provides for interest rates, at the Company's election, of LIBOR plus .75% or
prime rate minus 1% for the first $20,000,000 advanced to the Company and LIBOR
plus .875% or prime rate minus 1% for any advances in excess of the first
$20,000,000.

          Effective June 1, 1995, the Company obtained an increase in its line
of credit to $75,000,000. The $75,000,000 line of credit provides for interest
rates which are 5 basis points less than the $50,000,000 line of credit. The
line of credit requires compliance by the Company with certain financial and
negative covenants, including a restriction on dividends. Management believes
that this credit capacity and cash flow from operations, in addition to the net
proceeds from the May 1995 offering, will be sufficient for the Company's
projected growth in the near future.

                                      12
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________


Part II.  Other Information


          Item 1.        Legal proceedings
                         NOT APPLICABLE
   
          Item 2.        Changes in securities
                         NOT APPLICABLE

          Item 3.        Defaults upon senior securities
                         NOT APPLICABLE

          Item 4.        Submission of matters to a vote
                         of security holders
                         NOT APPLICABLE

          Item 5.        Other information
                         NOT APPLICABLE

          Item 6.        Exhibits and Reports on Form 8-K
                         Exhibit 27--Financial Data Schedule
                         A Current Report on Form 8-K was filed on March 16,
                         1995 and a related Form 8-K/A was filed on May 1, 1995,
                         indicating an acquisition of an individually
                         significant subsidiary.

                                      13
<PAGE>
 
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
_______________________________________________________________________________
Signature



          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         ROTECH MEDICAL CORPORATION,
                                         a Florida Corporation



Dated:  06/13/95                         By:/s/ Rebecca R. Irish
- --------------------                        ---------------------------------   
                                            Rebecca R. Irish, Treasurer
                                            and Chief Financial Officer



                                      14

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3RD QUARTER
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   3-MOS
<FISCAL-YEAR-END>                          JUL-31-1994             JUL-31-1994
<PERIOD-START>                             AUG-01-1994             FEB-01-1995
<PERIOD-END>                               APR-30-1995             APR-30-1995
<CASH>                                       2,388,046               2,388,046
<SECURITIES>                                         0                       0
<RECEIVABLES>                               37,016,068              37,016,068
<ALLOWANCES>                                         0                       0
<INVENTORY>                                 10,483,661              10,483,661
<CURRENT-ASSETS>                            53,219,853              53,219,853
<PP&E>                                      32,670,855              32,670,855
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                             135,784,345             135,784,345
<CURRENT-LIABILITIES>                       38,001,612              38,001,612
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<COMMON>                                         1,960                   1,960
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<TOTAL-LIABILITY-AND-EQUITY>               135,784,345             135,784,345
<SALES>                                     94,336,199              35,031,464
<TOTAL-REVENUES>                            94,336,199              35,031,464
<CGS>                                       25,620,513               9,226,431
<TOTAL-COSTS>                               25,620,513               9,226,431
<OTHER-EXPENSES>                            53,496,006              23,101,226
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                             763,331                 452,961
<INCOME-PRETAX>                             14,456,349               5,250,846
<INCOME-TAX>                                 5,310,000               1,900,000
<INCOME-CONTINUING>                          9,146,349               3,350,846
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