<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 JANUARY 31, 1997
----------------
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 of jurisdiction of (I.R.S. Employer Identification
incorporation or No.)
organization)
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 March 10, 1997: 25,860,783
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Index
PAGE
----
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance
Sheets, Interim at January 31,
1997 and Year End at July 31, 1996 1
Condensed Consolidated Interim
Statements of Income for the
Three Months and Six Months Ended
January 31, 1997 and 1996 2
Condensed Consolidated Interim
Statements of Shareholders'
Equity for the Six Months Ended
January 31, 1997 and 1996 3
Condensed Consolidated Interim
Statements of Cash Flows for the
Six Months Ended January 31, 1997
and 1996 4
Notes to Condensed Consolidated 5
Interim Financial Statements
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 10
Part II. Other Information 13
Signature 14
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
January 31 July 31
1997 1996
-----------------------------
<S> <C> <C>
ASSETS (Unaudited)
Current Assets:
Cash $ 3,440,224 $ 6,438,760
Accounts Receivable:
Trade, less allowance for
contractual adjustments and 98,010,717 83,486,610
doubtful accounts
Other 3,758,427 3,468,193
Inventories 17,996,518 15,191,011
Income taxes receivable 3,883,830
------------ ------------
Total Current Assets 123,205,886 112,468,404
Property and equipment, less accumulated depreciation 102,019,542 85,414,544
Intangible assets, less accumulated amortization 227,148,828 168,101,082
Other assets 5,062,353 8,630,288
------------ ------------
$457,436,609 $374,614,318
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued
expenses and other liabilities $ 20,268,854 $ 24,330,808
Notes payable to banks 116,954,675 52,055,008
Deferred income taxes 105,799 75,299
----------- ------------
Total Current Liabilities 137,329,328 76,461,115
Deferred Income Taxes 15,303,218 11,831,155
Convertible Subordinated Debentures 110,000,000 110,000,000
Redeemable Common Stock 3,148,878 1,646,933
Shareholders' equity:
Common Stock, par value $.0002
per share, 50,000,000
shares authorized, 23,624,666
shares in 1997 and
23,303,586 in 1996 issued and
outstanding 4,733 4,669
Treasury stock, at cost (814,535) (814,535)
Additional paid-in capital 126,110,490 122,757,377
Retained earnings 66,354,497 52,727,604
------------ ------------
191,655,185 174,675,115
------------ ------------
$457,436,609 $374,614,318
============ ============
</TABLE>
Note: The consolidated balance sheet at July 31, 1996 has been condensed from
the audited financial statements at that date.
See notes to condensed consolidated interim financial statements.
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Condensed Consolidated Interim Statements of Income
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31 January 31 January 31 January 31
1997 1996 1997 1996
-------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Operating revenue $97,835,317 $61,463,199 $188,142,800 $106,582,378
Cost and expenses:
Cost of revenue 26,308,334 16,782,626 50,612,933 29,030,503
Selling, general and administrative 46,367,256 30,091,030 90,678,739 51,739,877
----------- ----------- ------------ ------------
Income before interest, taxes,
depreciation and amortization 25,159,727 14,589,543 46,851,128 25,811,998
----------- ----------- ------------ ------------
Depreciation and amortization 10,307,198 5,864,991 19,316,714 9,762,514
Interest 3,135,106 895,758 5,565,018 1,336,721
----------- ----------- ------------ ------------
Income before income taxes 11,717,423 7,828,794 21,969,396 14,712,763
Income tax expense 4,442,003 2,897,599 8,342,503 5,458,435
----------- ----------- ------------ ------------
Net income $ 7,275,420 $ 4,931,195 $ 13,626,893 $ 9,254,328
=========== =========== ============ ============
Net Income per Share:
Primary $0.28 $0.20 $0.52 $ 0.38
Fully diluted $0.27 $0.20 $0.51 $ 0.37
Weighted Average Number
of Shares Outstanding:
Primary 26,432,054 24,488,814 25,989,312 24,445,104
Fully diluted 30,944,238 25,204,005 30,496,314 24,793,020
See notes to condensed consolidated interim financial statements.
</TABLE>
2
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
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, 1995 22,843,642 $4,586 $(814,535) $118,029,198 $32,439,271
Issuance of Common Stock in acquisition
of subsidiaries 239,848 48 2,441,273
Issuance of Common Stock pursuant
to Employee Stock
Compensation Plan 28,060 6 198,618
Net income for the six months
ended January 31, 1996 9,254,328
---------- ------ --------- ------------ -----------
Balance, January 31, 1996 23,111,550 $4,640 $(814,535) $120,669,089 $41,693,599
========== ====== ========= ============ ===========
Balance, August 1, 1996 23,303,586 $4,669 $(814,535) $122,757,377 $52,727,604
Issuance of Common Stock in
acquisition of subsidiaries 261,407 52 3,041,488
Issuance of Common Stock pursuant
to exercise of stock options 50,000 10 182,280
Issuance of Common Stock pursuant to
Employee Stock
Compensation plan 9,673 2 129,345
Net income for the six months ended
January 31, 1997 13,626,893
---------- ------ --------- ------------ -----------
Balance, January 31, 1997 23,624,666 $4,733 $(814,535) $126,110,490 $66,354,497
========== ====== ========= ============ ===========
</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>
SIX MONTHS ENDED
JANUARY 31 JANUARY 31
1997 1996
----------------------------------------------
(Unaudited0
<S> <C> <C>
Net Cash Provided by Operating Activities $ 13,934,013 $ 6,389,754
Investing Activities
Purchases of property and equipment (21,742,726) (11,915,906)
Advances and deposits (140,719) (1,236,080)
Payments for acquisition of net assets and
assumption of liabilities, net of cash
acquired (60,174,398) (80,486,888)
------------ ------------
Net Cash Used in Investing Activities (82,057,843) (93,638,874)
Financing Activities
Net proceeds from long-term debt and notes
payable 64,899,667 90,219,176
Proceeds from issuance of Common Stock 225,627
------------ ------------
Net Cash Provided by Financing Activities 65,125,294 90,219,176
------------ ------------
Increase (Decrease) in Cash ( 2,998,536) 2,970,056
Cash at Beginning of Period 6,438,760 577,283
------------ ------------
Cash at End of Period $ 3,440,224 $ 3,547,339
============ ============
</TABLE>
See notes to condensed consolidated interim financial staetments.
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 January 31, 1997 and the
condensed consolidated interim statements of income, shareholders' equity and
cash flows for the three months and six months ended January 31, 1997 and 1996
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, 1996. 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 - 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.
During the six months ended January 31, 1997, the Company issued 261,407 shares
of its Common Stock as partial consideration for the purchase of several home
health care companies. The Company holds 1,850,322 shares in escrow related to
acquisitions as contingent shares to be released upon the development of future
events, with such measurement dates from March 1,1997 to December 31, 1998.
During the six months ended January 31, 1997, options were granted to certain
employees for the purchase of 360,000 shares of Common Stock at prices ranging
from $13.875 to $18.00 per share subject to the terms stated in the Company's
Stock Option Plans.
Note C - Subsequent Events
During the period from February 1, 1997 through February 28, 1997, the Company
completed the acquisitions of the net assets or stock of 16 companies in 14
states, using a combination of $21,684,000 cash and 85,692 shares of its Common
Stock.
5
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Notes to Condensed Consolidated Interim Financial Statements-Continued
(UNAUDITED)
NOTE D - Pro Forma Condensed Combined Statements of Income - Continued
<TABLE>
<CAPTION>
FOR THE YEAR ENDED JULY 31, 1996
--------------------------------------------------------------
(UNAUDITED)
ROTECH MEDICAL
ROTECH CORPORATION
MEDICAL COMBINED COMBINED
CORPORATION ACQUIRED PRO FORMA PRO FORMA
CONSOLIDATED ENTITIES ADJUSTMENTS RESULTS
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Operating revenue $263,029,963 $57,353,260 $320,383,223
Cost and expenses:
Cost of revenue 71,012,877 17,662,310 88,675,187
Selling, general and administrative 127,357,013 28,985,366 156,342,379
------------ ----------- ------------
Income before interest, taxes,
depreciation and amortization 64,660,073 10,705,584 75,365,657
------------ ----------- ----------- ------------
Depreciation and amortization 26,519,480 2,052,468 3,485,762 (a) 32,057,710
Interest 5,228,318 597,123 4,959,014 (b) 10,784,455
------------ ----------- ----------- ------------
Income before income taxes 32,912,275 8,055,993 (8,444,776) 32,523,492
Income tax expense 12,356,500 96,239 (256,430) (c) 12,196,309
------------ ----------- ----------- ------------
Net income $ 20,555,775 $ 7,959,754 $(8,188,346) $ 20,327,183
============ =========== =========== ============
Net income per share:
Primary $ 0.83 $ 0.81
Fully diluted $ 0.82 $ 0.79
Weighted average number of shares
Outstanding:
Primary 24,657,000 391,686 (d) 25,048,686
Fully diluted 25,206,000 391,686 (d) 25,597,686
</TABLE>
6
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Notes to Condensed Consolidated Interim Financial Statements-Continued
(Unaudited)
Note D - Pro Forma Condensed Combined Statements of Income - Continued
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JANUARY 31, 1997
--------------------------------------------------------------------------
(UNAUDITED)
ROTECH
MEDICAL
ROTECH CORPORATION
MEDICAL COMBINED COMBINED
CORPORATION ACQUIRED PRO FORMA PRO FORMA
CONSOLIDATED ENTITIES ADJUSTMENTS RESULTS
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenue $188,142,800 $13,689,584 $201,832,384
Cost and expenses: 0
Cost of revenue 50,612,933 3,808,356 54,421,289
Selling, general and
administrative 90,678,739 7,121,629 97,800,368
------------ ----------- ------------
Earnings before interest, taxes,
depreciation and amortization 46,851,128 2,759,599 49,610,727
------------ ----------- ------------
Depreciation and amortization 19,316,714 532,822 888,354 (a) 20,737,890
Interest 5,565,018 115,419 1,264,374 (b) 6,944,811
------------ ---------- ---------- -----------
Income before income taxes 21,969,396 2,111,358 (2,152,728) 21,928,026
Income tax expense 8,342,503 9,718 (129,211) (c) 8,223,010
------------ ---------- ---------- -----------
Net income $ 13,626,893 $ 2,101,640 ($2,023,517) $ 13,705,016
============ =========== =========== ============
Net income per share:
Primary $0.52 $0.52
Fully diluted $0.51 $0.51
Weighted average number of shares
outstanding:
Primary 25,989,312 391,686 (d) 26,380,998
Fully diluted 30,496,314 391,686 (d) 30,888,000
</TABLE>
7
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIAIRES
- -----------------------------------------------------------------------------
Notes to condensed Consolidated Interim Fiancial Statements
(Unaudited)-Continued
Note D - Pro Forma Condensed Combined Statements of Income-continued
The pro forma condensed combined statement of income for the year ended July
31, 1996 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, 1996 and February 28, 1997. The pro forma condensed combined statement
of income was derived by adjusting the historical statement for the year ended
July 31, 1996 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 six
months ended January 31, 1997 was derived by adjusting the unaudited interim
historical statement of income for the six months ended January 31, 1997 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 six
months ended January 31, 1997. The entities acquired prior to January 31, 1997
are included in the Company's balance sheet as of January 31, 1997.
The operations of any entities acquired subsequent to January 31, 1997 are not
included in the Company's historical interim statement of income as presented
herein. The net assets of any entities acquired subsequent to January 31, 1997
are not included in the Company's balance sheet as of January 31, 1997.
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 proforma 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.
(a) Amortization on intangibles recorded in the combined acquisitions (amortized
over various lives from 5 to 25 years).
(b) Additional interest expense related to borrowings for cash paid to acquire
combined entities; assumed borrowed on the first day of the respective
periods presented.
8
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- -----------------------------------------------------------------------------
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)--Continued
Note D - Pro Forma Condensed Combined Statements of Income - Continued
(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.
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 Six Months Ended
January 31, 1997 and 1996
Operating revenue increased 59% to $97,835,000 for the three months ended
January 31, 1997 from $61,463,000 for the three months ended January 31, 1996.
Operating revenue increased 77% to $188,143,000 for the six months ended January
31, 1997 from $106,582,000 for the six months ended January 31, 1996. The
increase in operating revenue is attributable to acquisitions and expanded
product and service lines in existing areas of operation. The Company employs a
single sales force to maintain and develop both the home respiratory and other
medical equipment and home infusion therapy and other pharmacy related lines of
business.
Operating revenue from home respiratory therapy and equipment increased
101% to $90,309,000 for the six months ended January 31, 1997 from $45,021,000
for the six months ended January 31, 1996. Operating revenue from home medical
equipment increased 60% to $54,561,000 for the six months ended January 31, 1997
from $34,102,000 for the six months ended January 31, 1996. These increases were
due mainly to increases in patient bases throughout the Company's locations and
increased marketing efforts in certain locations acquired during the fiscal year
1996 and the first six months of fiscal year 1997.
Operating revenue from home infusion therapy and other pharmacy-related
products and services increased 78% to $31,984,000 for the six months ended
January 31, 1997 from $18,069,000 for the six months ended January 31, 1996.
Growth in this line of business should continue as the Company expands both its
service areas and available products and services in different geographic
regions.
Operating revenue from physician practices represented 6% of total operating
revenue for the six month period ended January 31, 1997 and 8.5% for the six
month period ended January 31, 1996. The Company currently owns 25 physician
practices and employs 29 primary care physicians. These practices are clustered
in two rural marketplaces. Growth in this line of business should continue as
the Company continues to acquire primary care practices in these two geographic
regions.
10
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- -----------------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Cost of revenue as a percentage of operating revenue remained relatively
stable at 27% for the three months and the six months ended January 31, 1997 and
January 31, 1996. Selling, general and administrative expenses as a percentage
of operating revenue declined to 48.2% for the six months ended January 31, 1997
from 48.5% for the six months ended January 31, 1996 due to the Company's
internal growth pace. Changes in the Company's mix of business also affect these
categories; for example, physician practices have no cost of revenue as all
expenses are of a selling, general and administrative nature.
Depreciation and amortization expense increased 76% to $10,307,000 for the
three months ended January 31, 1997 from $5,865,000 for the three months ended
January 31, 1996. Depreciation and amortization expense increased 98% to
$19,317,000 for the six months ended January 31, 1997 from $9,763,000 for the
six months ended January 31, 1996. Depreciation and amortization expense as a
percentage of revenue was 10.3% for the six months ended January 31, 1997
compared to 9.2% for the six months ended January 31, 1996. The increase was
attributable to growth in the Company's patient bases, expansion of rental-based
product lines and the Company's significant acquisition activities resulting in
depreciable and intangible assets.
Interest expense, net of interest income, increased to $3,135,000 for the
three months ended January 31, 1997 from $896,000 for the three months ended
January 31, 1996. Net interest expense increased to $5,565,000 for the six
months ended January 31, 1997 from $1,337,000 for the six months ended January
31, 1996. This increase resulted from the Company borrowing monies to fund its
acquisition and expansion activities and the debt service on the convertible
subordinated debentures.
Income tax expense was provided at a 38% effective rate, comparable to actual
rates experienced in prior periods. Net income for the six months ended January
31, 1997 was $13,627,000, a 47% increase over the same period in fiscal 1996.
Net income per share on a fully diluted basis increased 38% to $0.51 for the six
months ended January 31, 1997 compared to $0.37 for the six months ended January
31, 1996. The weighted average number of shares on a fully diluted basis
increased 23% to 30,496,000 at January 31, 1997 from 24,793,000 at January 31,
1996, primarily as a result of the dilutive effect of Company's May 1996 public
debt offering in which it issued convertible subordinated debentures. The
Company issued 261,000 shares of its Common Stock in conjunction with
acquisitions in the six months ended January 31, 1997.
Liquidity and Capital Resources
At January 31, 1997, total current assets were $123,206,000 and total current
liabilities were $137,329,000, resulting in negative working capital of
$14,123,000. The Company's current ratio of 1.47 to 1 at July 31, 1996 has
decreased, as short term borrowings from banks have increased to $116,955,000
from $52,055,000. The Company has long term debt of $110,000,000 in seven year
term 5.25% convertible subordinated debentures and utilized $60,174,000 in
proceeds from its borrowings from banks to fund acquisitions in the six months
ended January 31, 1997, which consist of primarily long term assets.
11
<PAGE>
ROTECH MEDICAL CORPORATION AND SUBSIDIARIES
- -----------------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Net trade accounts receivable increased 17% to $98,011,000 from $83,487,000 at
July 31, 1996 due to acquisitions and the Company's growth in operating revenue.
As a result, the Company's days revenue outstanding on net accounts receivable
remained stable at 92 at January 31, 1997 and July 31, 1996. Acquired
receivables remaining outstanding account for approximately 13 days revenue
outstanding at January 31, 1997 and 16 days revenue outstanding at July 31,
1996.
During the six months ended January 31, 1997, the Company generated cash of
$13,934,000 from operating activities, primarily as a result of net income
of $13,627,000, the increase in accounts receivable and the timing of purchases
of and payments for operating items. As of January 31, 1997, the Company had
borrowed $116,955,000 on its working capital line of credit of $200,000,000 to
fund certain acquisitions. Management believes the Company's credit capacity is
sufficient to support the projected growth of the Company.
12
<PAGE>
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
The annual meeting of shareholders was held on
December 9, 1996. William P. Kennedy, Stephen P.
Griggs, William A. Walker II, Leonard E. Williams
and Jack T. Weaver were elected as directors.
A proposal to amend the Company's Articles of
Incorporation was rejected by a vote of 7,758,997
against, 6,987,397 for, 109,453 abstaining and
2,199,572 broker no vote.
Item 5. Other information
NOT APPLICABLE
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: March 17, 1997 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 Quarter
Form 10-Q and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUL-31-1997 JUL-31-1997
<PERIOD-START> NOV-01-1996 AUG-01-1996
<PERIOD-END> JAN-31-1997 JAN-31-1997
<CASH> 3,440,224 3,440,224
<SECURITIES> 0 0
<RECEIVABLES> 98,010,717 98,010,717
<ALLOWANCES> 0 0
<INVENTORY> 17,996,518 17,996,518
<CURRENT-ASSETS> 123,205,886 123,205,886
<PP&E> 168,596,465 168,596,465
<DEPRECIATION> (66,576,923) (66,576,923)
<TOTAL-ASSETS> 457,436,609 457,436,609
<CURRENT-LIABILITIES> 137,439,328 137,329,328
<BONDS> 110,000,000 110,000,000
3,148,878 3,148,878
0 0
<COMMON> 4,733 4,733
<OTHER-SE> 191,650,452 191,650,452
<TOTAL-LIABILITY-AND-EQUITY> 457,436,609 457,436,609
<SALES> 97,835,317 188,142,800
<TOTAL-REVENUES> 97,835,317 188,142,800
<CGS> 26,308,334 50,612,933
<TOTAL-COSTS> 46,367,256 90,678,739
<OTHER-EXPENSES> 10,307,198 19,316,714
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,135,106 5,565,018
<INCOME-PRETAX> 11,717,423 21,969,396
<INCOME-TAX> 4,442,003 8,342,503
<INCOME-CONTINUING> 7,275,420 13,626,893
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 7,275,420 13,626,893
<EPS-PRIMARY> $0.28 $0.52
<EPS-DILUTED> $0.27 $0.51
</TABLE>
