UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 1995.
COMMISSION FILE NO. 0-17490
IN HOME HEALTH, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1458213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 Lakeshore Parkway
Suite 500
Minnetonka, Minnesota 55305-5214
(Address of principal executive offices)
(Zip Code)
612-449-7500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x (1) No
As of July 31, 1995, the number of shares outstanding of the
registrant's common stock, $.01 par value was 16,142,980 shares. <PAGE>
<PAGE>1
IN HOME HEALTH, INC.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - June
30, 1995 and September 30, 1994 2-3
Consolidated Statements of Income -
For the three and nine months ended
June 30, 1995 and 1994 4
Consolidated Statements of Cash
Flows - For the nine months ended
June 30, 1995 and 1994 5
Notes to Consolidated Financial
Statements 6-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 10-15
PART II. OTHER INFORMATION 16
<PAGE>
<PAGE>2
IN HOME HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, 1995 Sept. 30,
(Unaudited) 1994
<S> ----------- ---------
Current Assets: <C> <C>
Cash and cash equivalents $ 1,951 $ 911
Accounts receivable, net 12,909 16,503
Prepaid income tax -- 459
Deferred income tax 1,868 800
Prepaid expenses and other current assets 1,557 1,438
-------- --------
Total current assets 18,285 20,111
-------- --------
Property:
Furniture and equipment 9,805 9,007
Computer equipment and software 7,647 7,057
Leasehold improvements 738 654
-------- --------
Total 18,190 16,718
Accumulated depreciation (6,877) (4,993)
-------- --------
Property - net 11,313 11,725
-------- --------
Other Assets:
Accounts receivable 15,630 9,979
Goodwill 5,788 5,906
Covenants not to compete -- 128
Deposits 564 559
Other assets 989 652
-------- --------
Total other assets 22,971 17,224
-------- --------
Total Assets $52,569 $49,060
======== ========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.<PAGE>
<PAGE>3
IN HOME HEALTH, INC.
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, 1995 Sept. 30,
(Unaudited) 1994
<S> ----------- --------
Current Liabilities: <C> <C>
Current maturities of long-term debt $2,108 $ 2,286
Notes payable 1,000 --
Accounts payable 3,986 3,821
Accrued liabilities:
Compensation 3,920 3,486
Income taxes 592 --
Insurance 4,537 2,960
Other 595 488
------- -------
Total current liabilities 16,738 13,041
------- -------
Long-Term Debt 2,546 3,304
Deferred Revenue 1,349 1,632
Deferred Rent Payable 484 516
Deferred Income Tax 1,702 2,085
Commitments and Contingencies -- --
Shareholders' Equity:
Preferred stock - authorized 1,000 shares -- --
Common stock - $.01 par value:
authorized - 40,000 shares;
issues and outstanding -
June 30 - 16,142 shares;
September 30 - 15,944 shares 161 159
Additional paid-in capital 23,904 23,828
Retained earnings 5,685 4,495
------- -------
Total shareholders' equity 29,750 28,482
------- -------
Total Liabilities and
Shareholders' Equity $52,569 $49,060
======= =======
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.<PAGE>
<PAGE>4
IN HOME HEALTH, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the Three and Nine Months Ended June 30, 1995 and 1994
(Amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
----------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenue $32,239 $30,591 $97,166 $90,538
-------- -------- -------- --------
Operating Expenses:
Direct costs of revenue
(primarily payroll
related costs) 18,629 17,908 55,364 51,340
General, administrative
and selling expenses 12,790 12,086 38,969 36,247
-------- -------- -------- --------
Total operating expenses 31,419 29,994 94,333 87,587
-------- -------- -------- --------
Income From Operations 820 597 2,833 2,951
-------- -------- -------- --------
Interest:
Interest expense 182 159 640 541
Interest income (8) -- (17) (6)
-------- -------- -------- --------
Net interest expense 174 159 623 535
-------- -------- -------- --------
Income Before Income Taxes 646 438 2,210 2,416
Income Tax Expense 299 286 1,020 1,208
-------- -------- -------- --------
Net Income $ 347 $ 152 $ 1,190 $ 1,208
======== ======== ======== ========
Net Income Per Common and
Common Equivalent Share $ .02 $ .01 $ .07 $ .08
======== ======== ======== ========
Weighted Average Common
and Common Equivalent
Shares Outstanding 16,422 15,921 16,344 16,011
======== ======== ======== ========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.<PAGE>
<PAGE>5
IN HOME HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended June 30, 1995 and 1994
(Amounts in thousands)
<TABLE>
<CAPTION>
1995 1994
<S> ------ ------
Cash Flows From Operating Activities: <C> <C>
Net income $1,190 $1,208
Adjustments:
Depreciation and amortization 2,365 2,176
Accounts receivable (2,057) (4,225)
Prepaid expenses and other assets (730) (258)
Accounts payable 165 (404)
Accrued liabilities 2,822 669
Deferred liabilities (1,766) 717
------- -------
Net cash provided (used)
by operating activities 1,989 (117)
------- -------
Cash Flows From Investing Activities:
Acquisition of businesses -- (369)
Acquisition of property (570) (943)
Advances of officers and employees 39 --
------- -------
Net cash used by investing activities (531) (1,312)
------- -------
Cash Flows From Financing Activities:
Payment of long-term debt (1,496) (1,814)
Notes payable to banks 1,000 1,000
Issuance of common stock 78 370
------- -------
Net cash used by financing activities (418) (444)
------- -------
Cash and Cash Equivalents:
Net increase (decrease) 1,040 (1,873)
Beginning of period 911 3,081
------- -------
End of period $1,951 $1,208
======= =======
Supplemental Disclosure of Cash
Flow Information:
Cash paid during the period for:
Interest $ 636 $ 530
======= =======
Income taxes $1,420 $ (21)
======= =======
Noncash Investing and Financing Activities:
Property acquired by capital lease $ 907 $ 583
======= =======
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>
<PAGE>6
IN HOME HEALTH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
In the opinion of management of the Company, the accompanying
unaudited consolidated financial statements contain all adjustments
(consisting of only normal, recurring accruals) necessary to
present fairly the financial position of the Company and its
subsidiaries as of June 30, 1995 and the results of operations for
the three and nine month and cash flows for the nine month periods
ended June 30, 1995 and 1994. The results of operations for any
interim period are not necessarily indicative of the results for
the year. These interim consolidated financial statements should
be read in conjunction with the Company's annual financial
statements and related notes in the Company's Form 10-K.
2. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income per common and common equivalent share is computed
by dividing net income by the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding.
Common stock equivalents result from dilutive stock options and
warrants. Any differences in common stock equivalents for primary
and fully diluted shares are the results of the quoted market price
of the Company's common stock being higher at the end of the period
than the average market price during the period. Primary and fully
diluted net income per share are the same for all periods
presented.
3. MEDICARE COST REIMBURSEMENT
Approximately 76% of revenue for the nine months ended June 30,
1995 is derived from services provided to Medicare beneficiaries.
Payment for these services is made by the Medicare program based on
reimbursable costs incurred in rendering the services. Payments
are made via an interim payment rate as services are rendered.
Cost reports are filed with Medicare on an annual basis, which are
subject to audit and retroactive adjustment by Medicare. The
Company reports revenue only for those costs that it believes are
reasonably assured of recovery under the applicable Medicare
statutes and regulations. The Company utilizes an extensive system
of internal controls to ensure such proper reporting of revenues.
The Company employs personnel with significant Medicare
reimbursement experience to prepare its cost reports, and to
monitor its operations on an ongoing basis to identify and minimize
those costs which are not reimbursed. As a part of its system of
internal controls, the Company uses a detailed analysis process in
calculating its Medicare revenue. This process considers applicable
statutes and regulations, administrative and judicial decisions,
consultation with independent industry experts and legal counsel,
disputed costs, and historical knowledge from past Medicare audits.
Results of this analysis are extrapolated to other open cost
reporting years for all of the Company's operations to determine
the gross amount of reimbursement that would be effected. The
Company, through this ongoing control and monitoring process,
provides a reserve (by means of a revenue reduction) for any costs
incurred which the Company believes are not reasonably assured of
recovery.
Over the years, Medicare, in connection with its retrospective
audit process, has taken certain positions with respect to certain
types of costs, claiming that they are not reimbursable and thus
not recoverable by the Company from the Medicare program. These
positions are based on interpretations promulgated after the period
covered by the cost reports and applied retroactively, on
interpretations of cost reimbursement principles that are contrary
to the Company's interpretations, or on what the Company believes
to be misapplications of specific reimbursement principles, that
could not have been foreseen. These positions taken by Medicare
are usually determined from Medicare's Notice of Program
Reimbursement (NPR) which typically are not received until two to
three years after the services are rendered. Upon receipt of an
NPR that contains denial of certain costs as reimbursable, the
Company assesses the probability of its success in challenging
positions taken by Medicare that are contrary to the Company's
positions. In those situations where the Company decides to not
challenge the NPR, any revenue relating to costs for which Medicare
has denied reimbursement as well as the extrapolated impact on
other open cost reporting years, if not written off or provided for
earlier, is written off as a revenue reduction at that time. The
results of all NPRs are included in the analysis process in
calculating net Medicare revenue.
The Company has received NPRs challenging $11.6 million of
costs as of June 30, 1995. There was an additional $14.4 million
of costs at June 30, 1995 related to open cost reporting years that
are similar to the costs that have been challenged on NPRs.
Together these amounts ($26 million at June 30, 1995) comprise the
total amount the Company considers to be disputed costs. The major
cost category in dispute, accounting for approximately half of
total disputed costs, is the treatment of certain personnel costs
relating to the Company's community liaison positions, which
Medicare alleges are unreimbursable sales costs; other costs in
dispute relate to the cost of physical therapists employed by the
Company, administration and general costs allocated to branch
operations, certain corporate expenses, and cost transfers among
branch operations. The amount of disputed costs has increased over
the last several years as the Company has received the NPRs and has
extrapolated that amount of costs that may be challenged to other
open cost reporting years. The normal Medicare administrative
appeal process may take several years to resolve these types of
disputes.
The Company disagrees with the positions taken by the Medicare
fiscal intermediaries and the Health Care Financing Administration
and is vigorously pursuing these matters through administrative and
legal channels. The Company has filed two suits against the U.S.
Department of Health and Human Services (HHS) and several members
of the Blue Cross Association which HHS uses to administer the
Medicare program. The two suits allege that the defendants have
unjustly withheld payments that are owed to the Company for
services it provided to Medicare beneficiaries from fiscal 1989
through fiscal 1994.
The Company, based on its disputed cost analysis process,
believes that recovery of $5,860,000 of total disputed costs
(including the extrapolated impact) may not be reasonably assured
and, accordingly, has established a reserve in that amount as of
June 30, 1995. The remaining net amount of disputed costs has been
included in revenues in the respective years in which services were
rendered and, to the extent not paid to the Company, is included in
accounts receivable. Total accounts receivable (net of reserves)
due from Medicare at June 30, 1995 were $22,943,000 including the
receivables (net of reserves) for disputed costs of $18,516,000.
In view of the expectation that resolution of the disputed costs
will not likely be accomplished within the next twelve months,
related net receivables of $15,630,000 have been classified as a
non-current asset.
4. SUBSEQUENT EVENTS
On May 2, 1995, the Company entered into an agreement to form
a strategic partnership with Manor Healthcare Corp. ("Manor
Healthcare"), a wholly owned subsidiary of Manor Care, Inc., a
national health care and international lodging firm. Pursuant to
this partnership, Manor Healthcare will purchase up to 6.4 million
common shares from the Company for $3.40 in cash per share. The
Company will conduct a cash self-tender for 6.4 million of its
shares (40% of outstanding) at $3.40 per share. In addition, Manor
Care will invest $20 million in the Company in exchange for voting
convertible preferred stock. Manor Healthcare will also receive a
three year warrant to purchase an additional 6 million shares of
common stock at an exercise price of $3.75 per share. This
transaction is subject to, among other conditions, the approval of
the Company's shareholders and the completion of the self-tender by
the Company.<PAGE>
<PAGE>10
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information
which management believes is relevant to an assessment and
understanding of the Company's level of operation and financial
condition. This discussion should be read with the consolidated
financial statements appearing in Item 1.
RESULTS OF OPERATIONS
Revenue for the three and nine months ended June 30, 1995
increased by 5% and 7%, respectively, over the same periods in the
prior year. The increase is the result of industry growth, the
Company's marketing efforts and improved name recognition.
Direct costs of revenue, as a percentage of revenue, were 58%
for the three month period ended June 30, 1995 as compared to 59%
for the comparable prior year period. The lower direct costs as
a percentage of revenue were a result of changes in net revenue as
a result of Medicare reserves. Direct costs of revenue as a
percentage of revenue were 57% for the nine month periods ended
June 30, 1995 and 1994. Direct costs of revenue, as a percentage
of revenue before the Medicare reserves, were 57% for the three
months ended June 30, 1995 and 1994 and 56% for the nine months
ended June 30, 1995 and 1994.
Changes in net revenue as a result of Medicare reserve
adjustments have resulted in an increase in gross profit for the
three months ended June 30, 1995 to 42% as compared to 41% for the
comparable prior year period. The gross profit percentage of 43%
for the nine months ended June 30, 1995 was unchanged from the
comparable prior year period. Gross profit as a percentage of
revenue before the Medicare reserves were 43% for the three months
ended June 30, 1995 and 1994 and 44% for the nine months ended
June 30, 1995 and 1994.
General, administrative and selling expenses, as a percentage
of revenue, remained unchanged at 40% for the three and nine
months ended June 30, 1995 and 1994.
For the nine months ended June 30, 1995 and 1994, respectively,
the Company has recorded income tax expense at 46% and 50% of
income before income taxes.
Net income for the three months and nine months ended June 30,
1995 was $347,000 and $1,190,000 compared to $152,000 and
$1,208,000 in the same periods during the previous year. The
change in net income for the three months ended June 30, 1995 was
principally due to the change in the Medicare revenue reserves.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents increased $1,040,000
to $1,951,000 at June 30, 1995. Accounts receivable classified as
current decreased from $16,503,000 at September 30, 1994 to
$12,909,000 at June 30, 1995. This change relates to disputes
concerning payment for services to Medicare beneficiaries.
Approximately 76% of revenue for the nine months ended June 30,
1995 is derived from services provided to Medicare beneficiaries.
Payment for these services is made by the Medicare program based
on reimbursable costs incurred in rendering the services.
Payments are made via an interim payment rate as services are
rendered. Cost reports are filed with Medicare on an annual
basis, which are subject to audit and retroactive adjustment by
Medicare. The Company reports revenue only for those costs that
it believes are reasonably assured of recovery under the
applicable Medicare statutes and regulations. The Company
utilizes an extensive system of internal controls to ensure such
proper reporting of revenues. The Company employs personnel with
significant Medicare reimbursement experience to prepare its cost
reports, and to monitor its operations on an ongoing basis to
identify and minimize those costs which are not reimbursed. As a
part of its system of internal controls, the Company uses a
detailed analysis process in calculating its Medicare revenue.
This process considers applicable statutes and regulations,
administrative and judicial decisions, consultation with
independent industry experts and legal counsel, disputed costs,
and historical knowledge from past Medicare audits. Results of
this analysis are extrapolated to other open cost reporting years
for all of the Company's operations to determine the gross amount
of reimbursement that would be effected. The Company, through
this ongoing control and monitoring process, provides a reserve
(by means of a revenue reduction) for any costs incurred which the
Company believes are not reasonably assured of recovery.
Over the years, Medicare, in connection with its retrospective
audit process, has taken certain positions with respect to certain
types of costs, claiming that they are not reimbursable and thus
not recoverable by the Company from the Medicare program. These
positions are based on interpretations promulgated after the
period covered by the cost reports and applied retroactively, on
interpretations of cost reimbursement principles that are contrary
to the Company's interpretations, or on what the Company believes
to be misapplications of specific reimbursement principles, that
could not have been foreseen. These positions taken by Medicare
are usually determined from Medicare's Notice of Program
Reimbursement (NPR) which typically are not received until two to
three years after the services are rendered. Upon receipt of an
NPR that contains denial of certain costs as reimbursable, the
Company assesses the probability of its success in challenging
positions taken by Medicare that are contrary to the Company's
positions. In those situations where the Company decides to not
challenge the NPR, any revenue relating to costs for which
Medicare has denied reimbursement as well as the extrapolated
impact on other open cost reporting years, if not written off or
provided for earlier, is written off as a revenue reduction at
that time. The results of all NPRs are included in the analysis
process in calculating net Medicare revenue.
The Company has received NPRs challenging $11.6 million of
costs as of June 30, 1995. There was an additional $14.4 million
of costs at June 30, 1995 related to open cost reporting years
that are similar to the costs that have been challenged on NPRs.
Together these amounts ($26 million at June 30, 1995) comprise the
total amount the Company considers to be disputed costs. The
major cost category in dispute, accounting for approximately half
of total disputed costs, is the treatment of certain personnel
costs relating to the Company's community liaison positions, which
Medicare alleges are unreimbursable sales costs; other costs in
dispute relate to the cost of physical therapists employed by the
Company, administration and general costs allocated to branch
operations, certain corporate expenses, and cost transfers among
branch operations. The amount of disputed costs has increased over
the last several years as the Company has received the NPRs and
has extrapolated that amount of costs that may be challenged to
other open cost reporting years. The normal Medicare
administrative appeal process may take several years to resolve
these types of disputes.
The Company disagrees with the positions taken by the Medicare
fiscal intermediaries and the Health Care Financing Administration
and is vigorously pursuing these matters through administrative
and legal channels. The Company has filed two suits against the
U.S. Department of Health and Human Services (HHS) and several
members of the Blue Cross Association which HHS uses to administer
the Medicare program. The two suits allege that the defendants
have unjustly withheld payments that are owed to the Company for
services it provided to Medicare beneficiaries from fiscal 1989
through fiscal 1994.
The Company, based on its disputed cost analysis process,
believes that recovery of $5,860,000 of total disputed costs
(including the extrapolated impact) may not be reasonably assured
and, accordingly, has established a reserve in that amount as of
June 30, 1995. The remaining net amount of disputed costs has
been included in revenues in the respective years in which
services were rendered and, to the extent not paid to the Company,
is included in accounts receivable. Total accounts receivable
(net of reserves) due from Medicare at June 30, 1995 were
$22,943,000 including the receivables (net of reserves) for
disputed costs of $18,516,000. In view of the expectation that
resolution of the disputed costs will not likely be accomplished
within the next twelve months, related net receivables of
$15,630,000 have been classified as a non-current asset.
Operating activities provided $1,989,000 in cash for the nine
month period ended June 30, 1995, compared to using $117,000
during the comparable prior year period. Accounts receivable have
grown by a lesser amount due to less revenue growth during the
current year. The average age of accounts receivable was
essentially unchanged from September 30, 1994.
Investing activities used $531,000 in cash for the nine month
period ended June 30, 1995 compared to $1,312,000 during the
comparable prior year period. Investing activities consist
primarily of property purchases for branch operations. Investing
activities for the nine month period ending June 30, 1994 consist
primarily of property purchases and two business acquisitions.
Financing activities used $418,000 in cash during the nine
month period ended June 30, 1995 compared to $444,000 during the
comparable prior year period. Financing activities consist of
borrowings of $1,000,000 under the bank line of credit agreement,
which was offset by payment of long-term debt.
The Company has a line of credit with a commercial bank that
will expire in December 1995. Under the credit line, the Company
may borrow or obtain letters of credit, all of which in the
aggregate may not exceed the lesser of $7.5 million or a borrowing
base (which was $6,575,000 at June 30, 1995) that consists of 80%
of eligible accounts receivable. Substantially all the Company's
receivables and general intangible assets are pledged to secure
the credit line. As of June 30, 1995 the Company had $1,000,000
in borrowings and had utilized $4,390,000 of the credit facility
as the basis for a letter of credit. The interest rate on the
line of credit is prime plus .75% (9.5% at August 4, 1995). The
credit agreement obligates the Company to, among other things,
maintain certain financial ratios and limits the payment of
dividends. As of June 30, 1995, the Company was not in compliance
with a covenant of the credit agreement, but has obtained a waiver
of this non-compliance. The bank has advised the Company that it
does not intend to renew the line of credit agreement beyond the
expiration date. The bank has also advised the Company that the
letter of credit must be replaced by December 15, 1995 or the bank
will draw upon the line of credit to fund a collateral account to
accommodate any cash requirements of the letter of credit. The
Company is currently considering possible alternative sources of
financing, which may include establishment of a line of credit
with a new lender or other financing of certain accounts
receivable and fixed assets.
Because of the pending Medicare disputes and their effect on
liquidity, the Company has significantly reduced its efforts to
expand its business. This posture is expected to continue until
new capital is found and/or a significant portion of the Medicare
cost disputes are resolved, and it is uncertain when either of
these will occur. The Company continues to lease the majority of
its capital additions (primarily office furniture and equipment).
Currently the Company has no other material commitments which will
require a significant use of cash.
On May 2, 1995, the Company entered into an agreement to form
a strategic partnership with Manor Healthcare Corp. ("Manor
Healthcare"), a wholly owned subsidiary of Manor Care, Inc., a
national health care and international lodging firm. Pursuant to
this partnership, Manor Healthcare will purchase up to 6.4 million
common shares from the Company for $3.40 in cash per share. The
Company will conduct a cash self-tender for 6.4 million of its
shares (40% of outstanding) at $3.40 per share. In addition,
Manor Care will invest $20 million in the Company in exchange for
voting convertible preferred stock. Manor Healthcare will also
receive a three year warrant to purchase an additional 6 million
shares of common stock at an exercise price of $3.75 per share.
Pursuant to this agreement, the Company anticipates receiving net
cash proceeds of $18 million. These proceeds will be available to
the Company for general corporate purposes. The Company
anticipates that it will principally use the proceeds to invest in
the expansion of Company operations into the eight geographic
areas where Manor Healthcare is present and the Company is not and
to finance the Company's continued operations.<PAGE>
<PAGE>16
PART II. OTHER INFORMATION
<TABLE>
<S> <C>
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGE IN SECURITIES - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(11) Computation of Per Share Earnings
(b) Reports on Form 8-K
(1) Securities Purchase and Sale Agreement
between In Home Health, Inc. and Manor
Healthcare Corp. dated May 2, 1995.
Filed on May 4, 1995.
/TABLE
<PAGE>
<PAGE>17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
In Home Health, Inc.
Registrant
Date: August 11, 1995 /s/Judy M. Figge
Judy M. Figge
President
Chief Executive Officer
Date: August 11, 1995 /s/Kenneth J. Figge
Kenneth J. Figge
Executive Vice President
Chief Financial Officer
<PAGE>
<PAGE>18
EXHIBIT (11)
IN HOME HEALTH, INC.
COMPUTATION OF PER SHARE EARNINGS
For the Three and Nine Months Ended June 30, 1995 and 1994
(Amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
---------------- ---------------
1995 1994 1995 1994
----- ----- ----- -----
<S>
Primary: <C> <C> <C> <C>
Net Income $ 347 $ 152 $ 1,190 $ 1,208
======= ======= ======= ======
Shares:
Weighted average number of
shares outstanding during
the period 16,120 15,611 16,020 15,561
Shares issuable in connection
with stock options and
warrants less shares
assumed purchased from
proceeds 281 310 240 450
------- ------- ------- -------
Total shares 16,401 15,921 16,260 16,011
======= ======= ====== =======
Net income per share $ .02 $ .01 $ .07 $ .08
======= ======= ======= =======
Assuming Full Dilution:
Net Income $ 347 $ 152 $ 1,190 $ 1,208
======= ======= ======= =======
Shares:
Weighted average number of
shares outstanding during
the period 16,120 15,611 16,020 15,561
Shares issuable in connection
with stock options and
warrants less shares
assumed purchase from
proceeds 302 310 324 450
------- ------- ------- -------
Total shares 16,422 15,921 16,344 16,011
======= ======= ======= =======
Net income per share $ .02 $ .01 $ .07 $ .08
======= ======= ======= =======
</TABLE>
