<PAGE>
FORM 10-Q/A
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, 1996
--------------
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 in its Charter)
<TABLE>
<CAPTION>
Florida 59-2115892
- ------------------------------ ---------------------
<S> <C>
(State of 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
- -------------------------------------------------------------------------------
</TABLE>
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 of the issuer's classes
of common stock as of June 10, 1996: 25,351,660
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- -------------------------------------------------------------------------------
Index
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets,
Interim at April 30, 1996 and Year End
at July 31, 1995
Condensed Consolidated Interim
Statements of Income for the Three
Months and Nine Months Ended April
30, 1996 and 1995
Condensed Consolidated Interim
Statements of Shareholders' Equity for
the Nine Months Ended April 30, 1996
and 1995
Condensed Consolidated Interim
Statements of Cash Flows for the Nine
Months Ended April 30, 1996 and 1995
Notes to Condensed Consolidated Interim
Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Part II. Other Information
Signature
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
________________________________________________________________________________________________
Condensed Consolidated Balance Sheets
April 30 July 31
1996 1995
ASSETS (Unaudited)
-----------------------------------
<S> <C> <C>
Current Assets:
Cash $ 5,491,066 $ 577,283
Accounts Receivable:
Trade, less allowance for contractual
adjustments and doubtful accounts 74,290,522 42,236,981
Other 4,596,604 1,418,918
Inventories 17,366,646 12,036,188
Prepaid expenses 796,627 388,728
------------ ------------
Total Current Assets 102,541,465 56,658,098
Other Assets:
Intangible assets, less accumulated amortization 132,882,278 68,811,955
Other assets 2,314,285 249,070
------------ ------------
135,196,563 69,061,025
Property and equipment, less accumulated depreciation 74,839,060 45,912,848
------------ ------------
$312,577,088 $171,631,971
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other liabilities $ 13,313,487 $ 8,842,171
Notes payable to banks 124,684,024 9,980,000
Deferred income taxes 735,252 334,504
Income taxes receivable (667,718) (306,849)
------------ ------------
Total Current Liabilities 138,065,045 18,849,826
Other liabilities:
Deferred income taxes 5,805,616 3,123,625
Shareholders' Equity:
Common Stock, par value $.0002 per share, 50,000,000
shares authorized, 23,295,628 shares at April 30,
1996 and 22,843,642 shares at July 31, 1995 issued and
outstanding 4,676 4,586
Treasury stock, at cost (814,535) (814,535)
Additional paid-in capital 122,519,933 118,029,198
Retained earnings 46,996,353 32,439,271
------------ ------------
168,706,427 149,658,520
------------ ------------
$312,577,088 $171,631,971
============ ============
</TABLE>
Note: The consolidated balance sheet at July 31, 1995 has been condensed from
the audited financial statements at that date.
See notes to condensed consolidated interim financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
___________________________________________________________________________________________________
Condensed Consolidated Interim Statements of Income
Three Months Ended Nine Months Ended
April 30, April 30, April 30, April 30,
1996 1995 1996 1995
-------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Operating revenue $72,983,865 $35,031,464 $179,566,243 $94,336,199
Cost and Expenses:
Cost of revenue 20,281,706 9,226,431 49,312,209 25,620,513
Selling, general and administrative 34,862,199 17,915,022 86,602,076 47,449,051
Depreciation and amortization 7,739,381 2,186,204 17,501,895 6,046,955
Interest 1,761,293 452,961 3,098,014 763,331
------------- ----------- ------------ -----------
64,644,579 29,780,618 156,514,194 79,879,850
------------- ----------- ------------ -----------
Income before income taxes 8,339,286 5,250,846 23,052,049 14,456,349
Income tax expense 2,897,933 1,900,000 8,356,368 5,310,000
------------- ----------- ------------ -----------
Net Income $5,441,353 $ 3,350,846 $14,695,681 $ 9,146,349
============= =========== ============ ===========
Net Income Per Share:
Primary $0.22 $0.17 $0.60 $0.46
Fully diluted $0.22 $0.17 $0.60 $0.46
Weighted Average Number of Shares
Outstanding:
Primary 24,927,156 19,800,846 24,353,982 19,965,944
Fully diluted 25,299,450 19,925,846 24,679,950 20,090,944
</TABLE>
See notes to condensed consolidated interim financial statements.
2
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ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
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Condensed Consolidated Interim Statements of Shareholders' Equity
<TABLE>
<CAPTION>
Common Stock Additional
-------------------- Treasury Paid-in Retained
Shares Amount Stock Capital Earnings
(Unaudited)
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, August 1, 1994 19,009,540 $3,818 $(814,535) $ 64,518,168 $19,613,012
Issuance of Common Stock in acquisition of subsidiaries 464,470 93 3,742,960
Issuance of Common Stock pursuant to Employee Stock
Compensation Plan and exercise of related put 38,536 8 230,210
Net income for the nine months ended April 30, 1995 9,146,349
---------- ------ --------- ------------ -----------
Balance, April 30, 1995 19,512,546 $3,919 $(814,535) $ 68,491,338 $28,759,361
========== ====== ========= ============ ===========
Balance, August 1, 1995 22,843,642 $4,586 $(814,535) $118,029,198 $32,439,271
Issuance of Common Stock in acquisition of subsidiaries 299,816 60 3,018,853
Issuance of Common Stock pursuant to Employee Stock
Compensation Plan 38,170 8 256,292
Issuance of Common Stock pursuant to exercise of
stock options 114,000 22 1,215,590
Issuance, repurchase and retirement of Common
Stock pursuant to exercise of stock options
and related put options (138,597)
Net income for the nine months ended April 30, 1996 14,695,681
---------- ------ --------- ------------ -----------
Balance, April 30, 1996 23,295,628 $4,676 $(814,535) $122,519,933 $46,996,353
========== ====== ========= ============ ===========
</TABLE>
See notes to condensed consolidated 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,
1996 1995
(Unaudited)
---------------------------
<S> <C> <C>
Net Cash Provided by Operating Activities $17,925,633 $ 8,994,845
Investing Activities
Purchases of property and equipment (20,869,030) (9,465,837)
Changes in advances and deposits (1,820,791) (171,939)
Payments for acquisition of net assets, net of cash
acquired (105,532,796) (20,549,694)
------------ -------------
Net Cash Used in Investing Activities (128,222,617) (30,187,470)
Financing Activities
Net proceeds from long-term debt and notes payable 114,704,024 23,399,000
Proceeds from issuance of Common Stock 925,094 268,370
Repurchase of Common Stock (418,351) (418,380)
------------ -------------
Net Cash Provided by Financing Activities 115,210,767 23,248,990
------------ -------------
Increase in Cash 4,913,783 2,056,365
Cash at Beginning of Period 577,283 331,681
------------ -------------
Cash at End of Period $ 5,491,066 $ 2,388,046
============ =============
</TABLE>
See notes to condensed consolidated interim financial statements.
4
<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, 1996 and
the condensed consolidated interim statements of income, shareholders' equity
and cash flows for the nine months ended April 30, 1996 and 1995 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, 1995. The results of operations for the
interim period are not necessarily indicative of the results which may be
expected for an entire year.
Note B - Notes Payable
The Company received $107,250,000 in net proceeds from the completion of a
convertible subordinated debenture offering on May 30, 1996. The debentures are
dated June 1, 1996, have a term of seven years, bear interest of 5.25% per year
and have a conversion price of $26.25 per share. The debentures have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
Securities Act of 1933 registration requirements.
Upon receipt, the proceeds were used to reduce outstanding indebtedness
under the Company's existing $150,000,000 syndicated bank credit facility. On
June 4, 1996, the Company expanded the same credit facility to $200,000,000, of
which approximately $172,000,000 was available for borrowing at June 10, 1996.
The terms and covenants are similar to those in the previous loan agreement.
Note C - Shareholders' Equity
On May 21, 1996, the Company distributed a 100% common stock dividend to
shareholders of record as of April 30, 1996 to effect a 2-for-1 stock split.
Shareholders' equity has been restated to give retroactive recognition to the
stock split for all periods presented by reclassifying from additional paid in
capital to common stock the par value of the additional shares arising from the
split. In addition, for all periods presented, all references in the
consolidated financial statements and footnotes thereto to number of shares, per
share amounts, weighted average shares outstanding, as well as stock option and
related price information have been restated to give retroactive effect to the
split.
Effective May 1, 1996, the Board of Directors authorized the creation of
the Key Employee Stock Option Plan and allocated 1,000,000 shares to be
restricted for options to be granted under the Plan. To date, no grants have
been made under this plan.
In February 1996, options were exercised for the purchase of 142,852
shares of Common Stock at prices ranging from $5.94 to $9.50 per share.
During the nine months ended April 30, 1996, the Company issued 453,662
shares of its Common Stock as partial consideration for the purchases of several
home health care companies. The Company holds 1,829,940 shares in escrow related
to acquisitions as contingent shares to be released upon the development of
future events, with such measurement dates from July 1996 to March 1998.
5
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
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Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)-continued
Note D - Subsequent Events
During the period from May 1, 1996 to May 31, 1996, the Company
paid cash of approximately $6,790,000 to purchase the net assets of five
home health care companies based in Alabama, Colorado, Georgia,
Oklahoma and Texas.
Effective May 1, 1996 the Company adopted a 401(k) plan for the benefit of
its employees. The Plan is a defined contribution plan with matching
contributions to be made by the Company, subject to certain vesting
requirements.
Note E - Pro Forma Condensed Combined Statements of Income
The pro forma condensed combined statement of income for the year ended
July 31, 1995 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, 1995 and May 31, 1996. The pro forma condensed combined statement of
income was derived by adjusting the historical statement for the year ended July
31, 1995 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 interim statement of income for the nine
months ended April 30, 1996 was derived by adjusting the unaudited interim
historical statement of income for the nine months ended April 30, 1996 of the
Company and the unaudited interim historical statements of income of the
acquired entities for the period prior to their respective inclusion in the
unaudited interim historical statement of income of the Company for the nine
months ended April 30, 1996. The entities acquired prior to April 30, 1996 are
included in the Company's balance sheet as of April 30, 1996.
The operations of any entities acquired subsequent to April 30, 1996 are
not included in the Company's historical interim statement of income as
presented herein. The net assets of any entities acquired subsequent to April
30, 1996 are not included in the Company's balance sheet as of April 30, 1996.
The pro forma condensed combined statements of income were prepared as if
the purchases and sales had occurred on the first day of the respective periods
presented. 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. 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.
(a) Amortization on intangibles recorded in the combined acquisitions
(amortized over various lives from 5 to 30 years).
(b) Additional net interest expense related to borrowings for cash paid to
acquire combined entities; assumed borrowed on the first day of the respective
periods presented.
(c) 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.
(d) Additional shares of the Company's Common Stock issued pursuant to the
Agreements; assumed issued on the first day of the respective periods presented.
6
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
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Pro Forma Condensed Combined Statement of Income
<TABLE>
<CAPTION>
FOR THE YEAR ENDED JULY 31, 1995
------------------------------------------------------------------------
(UNAUDITED)
ROTECH MEDICAL ROTECH MEDICAL
CORPORATION CONSOLIDATED COMBINED CORPORATION
YEAR ENDED ACQUIRED PRO FORMA COMBINED
JULY 31, 1995 ENTITIES ADJUSTMENTS PRO FORMA RESULTS
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenue.............................. $134,111,458 $106,362,848 $240,474,306
Cost and expenses..............................
Cost of revenue............................ 36,287,811 39,308,191 75,596,002
Selling, general and administrative........ 66,477,381 52,595,859 119,073,240
Depreciation and amortization.............. 9,565,238 2,011,776 $5,054,389(a) 16,631,403
Interest................................... 835,462 1,105,346 5,416,156(b) 7,356,964
------------ ----------- ----------- ------------
113,165,892 95,021,172 10,470,545 218,657,609
------------ ----------- ----------- ------------
Income before income taxes..................... 20,945,566 11,341,676 (10,470,545) 21,816,697
Income tax expense............................. 7,800,800 2,628,048 (2,304,310)(c) 8,124,538
------------ ----------- ----------- ------------
Net income............................. $ 13,144,766 $ 8,713,628 $(8,166,235) $ 13,692,159
============ ============ =========== ============
Net Income Per Share:
Primary.................................... $0.64 $0.60
Fully diluted.............................. $0.63 $0.59
Weighted average number of shares outstanding:
Primary.................................... 20,684,000 2,168,160(d) 22,852,160
Fully diluted.............................. 20,984,000 2,168,160(d) 23,152,160
</TABLE>
7
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
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Pro Forma Condensed Combined Statement of Income
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED APRIL 30, 1996
------------------------------------------------------------------------
(UNAUDITED)
ROTECH MEDICAL ROTECH MEDICAL
CORPORATION CONSOLIDATED COMBINED CORPORATION
NINE MONTHS ENDED ACQUIRED PRO FORMA COMBINED
APRIL 30, 1996 ENTITIES ADJUSTMENTS PRO FORMA RESULTS
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenue.............................. $179,566,243 $ 34,322,582 $213,888,825
Cost and expenses..............................
Cost of revenue............................ 49,312,209 11,219,702 60,531,911
Selling, general and administrative........ 86,602,076 17,684,189 104,286,265
Depreciation and amortization.............. 17,501,895 782,384 $1,822,428(a) 20,106,707
Interest................................... 3,098,014 415,030 1,900,565(b) 5,413,609
------------ ------------- ----------- -----------
156,514,194 30,101,305 3,722,993 190,338,492
------------ ------------- ----------- -----------
Income before income taxes..................... 23,052,049 4,221,277 (3,722,993) 23,550,333
Income tax expense............................. 8,356,368 409,934 (229,307)(c) 8,536,995
------------ ------------- ----------- -----------
Net income............................. $ 14,695,681 $3,811,343 $(3,493,686) $15,013,338
============ ============= =========== ===========
Net Income Per Share:
Primary.................................... $0.60 $0.60
Fully diluted.............................. $0.60 $0.59
Weighted average number of shares outstanding:
Primary.................................... 24,353,982 768,934(d) 25,122,916
Fully diluted.............................. 24,679,950 768,934(d) 25,448,884
</TABLE>
8
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
For the Three Months Ended and Nine Months Ended April 30, 1996 and 1995
Operating revenue for the three months ended April 30, 1996 increased 108%
to $72,984,000 from $35,031,000 for the three months ended April 30, 1995.
Operating revenue increased 90% to $179,566,000 for the nine months ended April
30, 1996 from $94,336,000 for the nine months ended April 30, 1995. This
increase in operating revenue is attributable to acquisitions and expanded
product and service lines in existing areas of operation. The Company has
focused its acquisition and expansion efforts to develop the home respiratory
and other home medical equipment line of business, yet employs a single sales
force to market all products and services offered by the Company.
Operating revenue for the home respiratory and other medical equipment grew
to $57,730,000 for the three months ended April 30, 1996 from $22,123,000 for
the three months ended April 30, 1995. This 161% increase was due mainly to
increases in patient bases throughout the Company's locations and increased
marketing efforts in certain locations. The majority of the Company's
acquisitions made during the nine months ended April 30, 1996 are primarily in
this line of business.
Operating revenue from home infusion therapy and other pharmacy-related
products and services increased 12% to $9,850,000 for the three months ended
April 30, 1996 from $8,811,000 for the three months ended April 30, 1995. Growth
in this line of business should continue as the Company expands its referral
bases and available products and services.
Operating revenue from primary care physician services increased
to $5,404,000 for the three months ended April 30, 1996 from $4,097,000 for the
three months ended April 30, 1995. Growth in this line of business over the
prior year is due to the Company's increased market penetration in the two
regional markets where it operates.
Cost of revenue as a percentage of operating revenue was 27.8% for the
three months and 27.5% for the nine months ended April 30, 1996 compared to
26.3% for the three months and 27.2% for the nine months ended April 30, 1995.
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 decreased to 47.8% for the three months and 48.2% for the nine
months ended April 30, 1996 from 51.1% and 50.3% for the respective periods in
the prior year. Changes in the Company's mix of business affect these
categories.
9
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Depreciation and amortization expense increased to $17,502,000 for the nine
months ended April 30, 1996 from $6,047,000 for the nine months ended April 30,
1995. This increase is attributable to the Company's purchases of intangible and
fixed assets resulting from various acquisitions along with the additional fixed
assets needed for the increased rentals of equipment.
The Company incurred net interest expense of $3,098,000 for the nine
months ended April 30, 1996 compared to net interest expense of $763,000 for the
nine months ended April 30, 1995. The interest expense resulted from the
Company borrowing monies to fund its acquisition program, which included
approximately $115,000,000 borrowed between August 1, 1995 and April 30,
1996.
Income tax expense was provided at a 36.3% effective rate for the nine
months ended April 30, 1996, comparable to actual rates experienced in prior
periods.
As a result of the foregoing, net income increased 61% to $14,696,000 for
the nine months ended April 30, 1996 from $9,146,000 for the nine months ended
April 30, 1995.
Liquidity and Capital Resources
At April 30, 1996, total current assets were $102,541,000 and total
current liabilities were $138,065,000, resulting in negative working capital of
$35,524,000. The Company's current ratio was 0.74 to 1.00 at April 30,
1996 compared to 1.40 to 1.00 at April 30, 1995. The decline in the
current ratio is attributable to the Company carrying the entire balance of
notes payable to banks of $124,684,000 as a current liability.
During the nine months ended April 30, 1996, the Company generated cash of
$17,926,000 from operating activities, primarily as a result of net income
of $14,696,000, depreciation and amortization of $17,502,000 and the timing of
purchases of and payments for operating items. As of April 30, 1996, the Company
had borrowed $124,684,000 on its working capital line of credit of $150,000,000
to fund certain acquisitions. The Company's syndicated bank credit
facility was expanded from $150,000,000 to $200,000,000 on June 4, 1996. The
Company completed a $110,000,000 convertible subordinated debenture offering on
May 30, 1996. The net proceeds were used to reduce outstanding indebtedness
under the credit facility. Management believes the Company's credit capacity is
sufficient for the projected growth of the Company.
At April 30, 1996, net accounts receivable were $74,291,000 compared
to $37,016,000 at April 30, 1995. The Company's days revenue outstanding on net
accounts receivable were 92 days at April 30, 1996 compared to 95 days at
April 30, 1995. Acquired receivables with no corresponding revenue account for
approximately 9 days revenue outstanding on net accounts receivable at April
30, 1996.
10
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Part II. Other Information
- -------- -----------------
Item 1. Legal proceedings
NOT APPLICABLE
Item 2. Changes in securities
On May 21, 1996, the Company distributed
a 100% Common Stock dividend to
shareholders of record on April 30, 1996
to effect a 2-for-1 stock split.
On May 30, 1996, the Company completed an
Offering of $110,000,000 of convertible
subordinated debentures as described in
the Form 8-K as filed with the Commission
on June 13, 1996.
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
Current Reports on Form 8-K/A, Form 8-K
and Form 8-K/A were filed on January 11,
1996, April 1, 1996 and May 31, 1996,
respectively, indicating the acquisition
of a significant aggregate of
individually insignificant subsidiaries.
Current Reports on Form 8-K were filed on
May 17, 1996 and June 13, 1996 indicating
the offering and sale of convertible
subordinated debentures.
Current Report on Form 8-K was filed on
June 13, 1996 attaching the press release
of the earnings announcement for the
third quarter ended April 30, 1996.
11
<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: 06/21/96 By: /s/ Rebecca R. Irish
-------- ---------------------------
Rebecca R. Irish, Treasurer
and Chief Financial Officer
12
