<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: June 13, 1996
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ROTECH MEDICAL CORPORATION
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(Exact name of Registrant as specified on its Charter)
Florida 59-2115892
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(State or jursidction of (I.R.S. Employer)
incorporation or organization) Identification No.)
4506 L.B. McLeod Road, Suite F. Orlando, Florida 32811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 841-2115
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Not Applicable
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(former name or former address, if changed since last report)
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Item 5. Other Events
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[LOGO OF ROTECH MEDICAL CORPORATION]
4506 L.B. McLeod Road
Orlando, Florida 32811
407-841-2115
FAX 407-841-9318
Contact: Rebecca R. Irish
FOR IMMEDIATE RELEASE
THIRD QUARTER RESULTS
PAGE 1 OF 2
Orlando, Florida, June 4, 1996, RoTech Medical Corporation (NASDAQ/NMS-ROTC), a
provider of comprehensive home health care and primary care physician services
to patients in non-urban America announced earnings for its third quarter ended
April 30, 1996 of $0.22 per share as compared to $0.17 per share for the quarter
ended April 30, 1995. For the three quarters ended April 30, 1996 earnings were
$0.60 per share compared to $0.46 per share for the three quarters ended April
30, 1995.
Net income for the quarter ended April 30, 1996 increased 62% to $5,441,000
compared to $3,351,000 for the quarter ended April 30, 1995. Net income for the
three quarters ended April 30, 1996, increased 61% to $14,696,000 compared to
$9,146,000 for the three quarters ended April 30, 1995. Operating revenue
increased 108% to $72,984,000 for the quarter ended April 30, 1996 compared to
$35,031,000 for the quarter ended April 30, 1995. Operating revenue increased
90% to $179,566,000 for the three quarters ended April 30, 1996 from $94,336,000
for the three quarters ended April 30, 1995.
Three Months Ended Nine Months Ended
April 30 April 30
1995 1996 1995 1996
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(In thousands, except per share amounts)
(Unaudited)
Operating revenue $35,031 $72,984 $94,336 $179,566
Net income $3,351 $5,441 $9,146 $14,696
Net income per share:
Primary $0.17 $0.22 $0.46 $0.60
Fully diluted $0.17 $0.22 $0.46 $0.60
Weighted average
Number of common
shares outstanding:
Primary 19,800 24,927 19,966 24,354
Fully diluted 19,925 25,299 20,091 24,680
The Company issued a 100% stock dividend to effect a 2-for-1 stock split to
holders of record on April 30, 1996. The effect of the issuance of the
additional shares has been shown retroactively to all periods presented above.
The Company received $107,250,000 in net proceeds from the completion of a
convertible subordinated debenture offering on May 30, 1996. The debentures will
be dated June 1, 1996, have a term of seven years, bear interest of 5.25% per
year and a conversion price of $26.25 per share. Up to $16,500,000 of additional
debentures may be issued, solely to cover over-allotments. The debentures are
being offered to qualified institutional buyers and to certain non-U.S. persons
in reliance upon exemptions from the registration requirements of the U.S.
Securities Laws. 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 that time. The terms
and covenants are similar to those in the previous loan agreement. The banks
included in the syndicate include SunTrust Bank of Central Florida, N.A.,
NationsBank of Florida, N.A., PNC Bank, Kentucky, Inc., Barnett Bank of Central
Florida, N.A., NBD Bank and Rabobank.
RoTech Medical Corporation, headquartered in Orlando, FL, provides comprehensive
home health care and primary care physician services to patients through its 335
locations in 27 states. RoTech continues to pursue an acquisition and expansion
strategy as it has since 1988. The Company's home health care business provides
a diversified range of products and services, with its emphasis on respiratory
therapy, durable medical equipment and home infusion therapy to patients in non-
urban America.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Press release entitled "For Immediate Release - RoTech Medical Corporation
Third Quarter Results dated June 4, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
RoTech Medical Corporation,
a Florida Corporation
Dated: June 13, 1996 By: /s/ Rebecca R. Irish
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Rebecca R. Irish, Treasurer
and Chief Financial Officer
<PAGE>
NEWS RELEASE
[LOGO OF ROTECH MEDICAL CORPORATION]
4506 L.B. McLeod Road
Orlando, Florida 32811
407-841-2115
FAX 407-841-9318
Contact: Rebecca R. Irish
FOR IMMEDIATE RELEASE
THIRD QUARTER RESULTS
PAGE 1 OF 2
Orlando, Florida, June 4, 1996, RoTech Medical Corporation (NASDAQ/NMS-ROTC), a
provider of comprehensive home health care and primary care physician services
to patients in non-urban America announced earnings for its third quarter ended
April 30, 1996 of $0.22 per share as compared to $0.17 per share for the quarter
ended April 30, 1995. For the three quarters ended April 30, 1996 earnings were
$0.60 per share compared to $0.46 per share for the three quarters ended April
30, 1995.
Net income for the quarter ended April 30, 1996 increased 62% to $5,441,000
compared to $3,351,000 for the quarter ended April 30, 1995. Net income for the
three quarters ended April 30, 1996, increased 61% to $14,696,000 compared to
$9,146,000 for the three quarters ended April 30, 1995. Operating revenue
increased 108% to $72,984,000 for the quarter ended April 30, 1996 compared to
$35,031,000 for the quarter ended April 30, 1995. Operating revenue increased
90% to $179,566,000 for the three quarters ended April 30, 1996 from $94,336,000
for the three quarters ended April 30, 1995.
Three Months Ended Nine Months Ended
April 30 April 30
1995 1996 1995 1996
------- ------- ------ --------
(In thousands, except per share amounts)
(Unaudited)
Operating revenue $35,031 $72,984 $94,336 $179,566
Net income $3,351 $5,441 $9,146 $14,696
Net income per share:
Primary $0.17 $0.22 $0.46 $0.60
Fully diluted $0.17 $0.22 $0.46 $0.60
Weighted average
Number of common
shares outstanding:
Primary 19,800 24,927 19,966 24,354
Fully diluted 19,925 25,299 20,091 24,680
The Company issued a 100% stock dividend to effect a 2-for-1 stock split to
holders of record on April 30, 1996. The effect of the issuance of the
additional shares has been shown retroactively to all periods presented above.
<PAGE>
THIRD QUARTER RESULTS
PAGE 2 OF 2
The Company received $107,250,000 in net proceeds from the completion of a
convertible subordinated debenture offering on May 30, 1996. The debentures will
be dated June 1, 1996, have a term of seven years, bear interest of 5.25% per
year and a conversion price of $26.25 per share. Up to $16,500,000 of additional
debentures may be issued, solely to cover over-allotments. The debentures are
being offered to qualified institutional buyers and to certain non-U.S. persons
in reliance upon exemptions from the registration requirements of the U.S.
Securities Laws. 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 that time. The terms
and covenants are similar to those in the previous loan agreement. The banks
included in the syndicate include SunTrust Bank of Central Florida, N.A.,
NationsBank of Florida, N.A., PNC Bank, Kentucky, Inc., Barnett Bank of Central
Florida, N.A., NBD Bank and Rabobank.
RoTech Medical Corporation, headquartered in Orlando, FL, provides comprehensive
home health care and primary care physician services to patients through its 335
locations in 27 states. RoTech continues to pursue an acquisition and expansion
strategy as it has since 1988. The Company's home health care business provides
a diversified range of products and services, with its emphasis on respiratory
therapy, durable medical equipment and home infusion therapy to patients in non-
urban America.
