<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
MARCH 29, 1996
--------------
Date of Report (Date of earliest event reported)
MECON, INC.
-----------
(Exact name of registrant as specified in its charter)
DELAWARE
--------
(State or otherjurisdiction of incorporation)
0-27048 94-2702-762
-------------------------------------------------------------------------
(Commission File No.) (IRS Employer Identification number)
200 PORTER DRIVE, SUITE 100
SAN RAMON, CA 94583
---------------------------
(Address of principal executive office)
510-838-1700
------------
(Registrant's telephone number including area code)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) AUDITED FINANCIAL STATEMENTS OF MANAGED CARE INFORMATION SYSTEMS, INC.
(i) Report of KPMG Peat Marwick LLP
(ii) Balance Sheets as of December 31, 1995 and 1994
(iii) Statements of Operations for the years ended December 31, 1995 and
1994
(iv) Statements of Stockholders' Deficiency for the years ended December
31, 1995 and 1994
(v) Statements of Cash Flows for the years ended December 31, 1995 and
1994
(vi) Notes to Financial Statements
(b) UNAUDITED PRO FORMA COMBINING FINANCIAL STATEMENTS OF MECON, INC.
(i) Unaudited Pro Forma Combining Balance Sheet as of December 31, 1995
(ii) Unaudited Pro Forma Combining Statements of Operations for the nine
months ended December 31, 1995 and the years ended March 31, 1995
and March 31, 1994
(c) EXHIBITS
None
<PAGE>
MANAGED CARE INFORMATION
SYSTEMS, INC.
Financial Statements
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Managed Care Information Systems, Inc.:
We have audited the accompanying balance sheets of Managed Care Information
Systems, Inc. as of December 31, 1995 and 1994 and the related statements of
operations, stockholders' deficiency and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
On March 29, 1996, the Company was acquired by MECON, Inc. (see note 10).
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Managed Care Information
Systems, Inc. as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Los Angeles, California
March 29, 1996
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
---------- ----------
<S> <C> <C>
Current assets:
Cash $ 113,328 224,841
Trade accounts receivable, net 373,672 385,364
Due from officers 5,000 12,889
---------- ----------
Total current assets 492,000 623,094
Property and equipment, net 52,926 79,620
Other assets 4,480 4,480
---------- ----------
$ 549,406 707,194
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Notes payable $ 1,935,609 1,935,609
Note payable to officer 10,000 --
Accounts payable and accrued expenses 168,355 49,357
Interest payable 460,926 208,287
Deferred revenue 1,186,476 647,359
---------- ----------
Total current liabilities 3,761,366 2,840,612
---------- ----------
Stockholders' deficiency:
Common stock, at stated value. Authorized
12,000 shares; issued and outstanding
9,975 and 9,450 shares, respectively 158,570 68,540
Accumulated deficit (3,370,530) (2,201,958)
---------- ----------
Net stockholders' deficiency (3,211,960) (2,133,418)
Commitments and contingencies
---------- ----------
$ 549,406 707,194
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Statements of Operations
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Net revenues $ 1,313,317 1,008,758
Cost of revenues 422,881 454,294
---------- ----------
Gross profit 890,436 554,464
Operating expenses:
Selling, general and administrative 1,063,665 921,296
Research and development 657,815 673,205
---------- ----------
Loss from operations (831,044) (1,040,037)
---------- ----------
Other income (expense):
Interest expense, net (340,206) (282,443)
Other income, net 3,478 8,618
---------- ----------
Total other expense (336,728) (273,825)
---------- ----------
Loss before income taxes (1,167,772) (1,313,862)
Income tax expense 800 800
---------- ----------
Net loss $(1,168,572) (1,314,662)
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Statements of Stockholders' Deficiency
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
COMMON STOCK NET
--------------------------- ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT DEFICIT DEFICIENCY
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993 9,100 $ 18,200 (887,296) (869,096)
Issuances of common stock 350 29,220 - 29,220
Compensatory stock option grant - 21,120 - 21,120
Net loss - - (1,314,662) (1,314,662)
------------ ------------ ------------ ------------
Balance at December 31, 1994 9,450 68,540 (2,201,958) (2,133,418)
Issuances of common stock 525 54,495 - 54,495
Compensatory stock option grant - 35,535 - 35,535
Net loss - - (1,168,572) (1,168,572)
------------ ------------ ------------ ------------
Balance at December 31, 1995 9,975 $ 158,570 (3,370,530) (3,211,960)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Statements of Cash Flows
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,168,572) (1,314,662)
---------- ----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 58,093 70,123
Compensation expense related to issuances
of common stock and stock option grants 90,030 50,340
Changes in assets and liabilities:
Trade accounts receivable 11,692 (402,157)
Due from officers 7,889 5,867
Other assets -- 1,739
Accounts payable and accrued expenses 118,998 (57,330)
Interest payable 252,639 208,287
Deferred revenue 539,117 506,839
---------- ----------
Total adjustments 1,078,458 383,708
---------- ----------
Net cash used in operating activities (90,114) (930,954)
---------- ----------
Cash flows from investing activities - purchase of
property and equipment (31,399) (81,845)
---------- ----------
Cash flows from financing activities:
Borrowings on notes payable -- 1,235,609
Borrowings (repayments) on note payable to officer 10,000 (30,000)
---------- ----------
Net cash provided by financing
activities 10,000 1,205,609
---------- ----------
Net increase (decrease) in cash (111,513) 192,810
Cash at beginning of year 224,841 32,031
---------- ----------
Cash at end of year $ 113,328 224,841
---------- ----------
---------- ----------
Supplemental disclosures of cash flow
information - cash paid for income taxes $ 800 800
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Notes to Financial Statements
December 31, 1995 and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Managed Care Information Systems, Inc. (the Company) is a developer and
supplier of personal computer-based health care executive information
systems. Revenues are generated from one system, "Action.Point," which is
sold to hospitals throughout the United States.
REVENUE RECOGNITION
Although the Company's software is installed by the customer, the Company
provides customer service support during the installation as well as
technical training to customer personnel during the initial period
subsequent to installation. Revenue is recognized upon completion of the
training period and final customer acceptance, whereupon no further
material obligations exist.
The Company provides software maintenance contracts, whereby customers are
entitled to software upgrades and telephone support throughout the contract
term, generally 12 months. Revenues related to maintenance contracts are
deferred and recognized ratably over the contract term.
RESEARCH AND DEVELOPMENT COSTS
Research and developments costs are charged to expense as incurred.
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
Trade accounts receivable result principally from the sale of the Company's
software and services to customers. The allowance for doubtful accounts
and sales returns is established based upon historical experience and
management estimates. The allowance for doubtful accounts and sales
returns aggregated $134,466 and $60,230 at December 31, 1995 and 1994,
respectively.
DEPRECIATION
Depreciation of property and equipment is calculated using the straight-
line method over estimated useful lives ranging from 3 to 5 years.
LONG-LIVED ASSETS
In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" (Statement No. 121), was issued. This statement
provides guidelines for recognition of impairment losses related to long-
term assets and is effective for fiscal years beginning after December 15,
1995. Company management does not believe that the adoption of this new
standard will have a material effect on the Company's financial statements.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Notes to Financial Statements, Continued
ACCOUNTING FOR STOCK OPTIONS
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (Statement No. 123), was issued.
This statement encourages, but does not require, a fair-value-based method
of accounting for employee stock options and is effective for fiscal years
beginning after December 15, 1995. While the Company is still evaluating
Statement No. 123, it currently expects to elect to continue to measure
compensation costs under APB Opinion No. 25, "Accounting for Stock Issued
to Employees," and to comply with the pro forma disclosure requirements of
Statement No. 123. If the Company makes this election, Statement No. 123
will have no impact on the Company's financial statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," defines the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a
current transaction between willing parties. It is assumed that the
carrying amounts of cash and cash equivalents, trade accounts receivable,
due from officer, other assets, notes payable, note payable to officer,
accounts payable and accrued expenses, interest payable, and deferred
revenue approximate fair value because of their short maturity.
USE OF ESTIMATES
The Company's management has made a number of estimates and assumptions
relating to the reporting of assets and liabilities, revenues and expenses,
and contingent assets and liabilities with generally accepted accounting
principles. Actual results could differ from these estimates.
(2) PROPERTY AND EQUIPMENT
Property and equipment, at cost, consists of the following:
DECEMBER 31
-------------------------
1995 1994
---------- ----------
Furniture and fixtures $ 21,010 17,754
Machinery and equipment 230,659 202,516
---------- ----------
251,669 220,270
Less accumulated depreciation (198,743) (140,650)
---------- ----------
$ 52,926 79,620
---------- ----------
---------- ----------
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Notes to Financial Statements, Continued
(3) NOTES PAYABLE
The Company has a $2 million line of credit with a third party which is
secured by equipment and is personally guaranteed by certain officers of
the Company.
The line of credit provides for borrowings in the form of individual notes
bearing interest at rates ranging from 9.15% to 12.45%. The Company had
outstanding borrowings totaling $1,935,609 at both December 31, 1995 and
1994. Interest and principal payments are due monthly according to note
repayment schedules.
During the year ended December 31, 1994, the Company discontinued payments
on the line of credit. As a result, the Company was in default of the line
of credit at December 31, 1995 and 1994. The agreement calls for a 2%
penalty fee upon default to be accrued monthly. The Company has accrued
for all interest and penalties due totaling $460,926 and $208,287 at
December 31, 1995 and 1994, respectively.
As discussed at note 10, the facility was paid in full subsequent to year-
end in conjunction with the acquisition by MECON, Inc., releasing the
Company from any further liability.
(4) RELATED PARTY TRANSACTIONS
At December 31, 1995, the Company had an unsecured note payable to officer
totaling $10,000. The note bears interest at 10.25% compounded daily. The
principal and accrued interest are due June 1996.
As discussed at note 10, the note was paid in full subsequent to year-end
in conjunction with the acquisition of the Company by MECON, Inc.,
releasing the Company from any further liability.
Additionally, at December 31, 1995 and 1994, the Company had unsecured
notes receivable due from officers totaling $5,000 and $12,889,
respectively. One note became due and was paid in fiscal year 1995. The
remaining note is due October 1996. Both notes are non-interest bearing.
Imputed interest related to these notes is immaterial.
(5) COMMON STOCK
During the year ended December 31, 1994, the Company issued 350 shares of
common stock for services with an estimated fair value of $29,220. During
the year ended December 31, 1995, the Company issued 525 shares of common
stock for services with an estimated fair value of $54,495. The Company's
determination of the fair value of such stock was based in part on an
independent appraisal of the common stock as of January 1, 1994, October 1,
1994 and May 15, 1995.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Notes to Financial Statements, Continued
(6) STOCK OPTIONS
Stock options are granted at the discretion of the Board of Directors.
These options have an exercise price ranging from $30.50 to $42 per share,
vest ratably over approximately two years and are exercisable over a period
of 10 years. The Plan provides for full vesting of all options in the
event of a merger or acquisition. Due to the acquisition by MECON, Inc.
(note 10), all options were vested on March 29, 1996. Options granted by
the Company during the years ended December 31, 1995 and 1994 totaled 575
and 400, respectively. Shares of common stock are reserved for issuance as
options are granted. Accordingly, at December 31, 1995, 975 shares of
authorized common stock have been reserved for issuance. As of
December 31, 1995, no options had been exercised or canceled. The Company
recorded compensation expense of $35,535 and $21,120 for the years ended
December 31, 1995 and 1994, respectively, for the difference between the
grant price and the deemed fair market value. The Company's determination
of the fair market value of its common stock was based in part on an
independent appraisal of such stock as of the grant date.
(7) INCOME TAXES
The Company was incorporated in the state of California in April 1992 as a
C Corporation, but effective January 1, 1993, the Company elected to file
its Federal income tax returns under the S Corporation provisions of the
Internal Revenue Code and was granted S Corporation status for California
state tax purposes. In accordance with the Federal provisions, corporate
earnings flow through and are taxed solely at the stockholder level. Under
the provisions of the California franchise tax law, S Corporation earnings
are assessed a 1.5% surtax at the corporate level for each of the years
ended December 31, 1995 and 1994 and flow through to the stockholder to be
taxed at the individual level. Accordingly, income tax expense was $800
for each of the years ended December 31, 1995 and 1994, representing the
minimum California franchise tax.
Presentation of the pro forma effect of income taxes assuming C Corporation
status is not considered meaningful due to the pretax losses incurred by
the Company during the years ended December 31, 1995 and 1994.
<PAGE>
MANAGED CARE INFORMATION SYSTEMS, INC.
Notes to Financial Statements, Continued
(8) COMMITMENTS AND CONTINGENCIES
The Company leases equipment under noncancelable leases expiring on various
dates through 2000. Rental expense for each of the years ended
December 31, 1995 and 1994 aggregated approximately $50,000. Future
minimum rental commitments under noncancelable operating leases are as
follows:
Year ending December 31:
1996 $ 51,000
1997 53,000
1998 57,000
1999 57,000
----------
$ 218,000
----------
----------
(9) LIQUIDITY AND CAPITAL RESOURCES
The accompanying financial statements have been prepared on a going-concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business.
As shown in the accompanying financial statements, the Company has incurred
recurring losses, has working capital and accumulated deficits of
$3,269,366 and 3,370,530, respectively, and was in default on its notes
payable to a third party at December 31, 1995. Subsequent to December 31,
1995, the Company was acquired by MECON, Inc., whereupon MECON, Inc.
settled the outstanding notes payable, including related interest
(note 10). The Company believes that cash flows from operations and
continued funding from MECON, Inc. will provide sufficient cash flows to
meet its obligations for the foreseeable future.
(10) SUBSEQUENT EVENTS
On March 29, 1996, the Company was acquired by MECON, Inc., whereby MECON,
Inc. obtained all of the outstanding common stock of Managed Care
Information Systems, Inc. and settled the outstanding notes payable,
including related interest.
<PAGE>
MECON, INC.
UNAUDITED PRO FORMA COMBINING FINANCIAL INFORMATION
The following Unaudited Pro Forma Combining Balance Sheet as of December 31,
1995 and Statements of Operations for the nine months ended December 31, 1995
and the years ended March 31, 1995 and 1994 have been prepared as if the
acquisition of Managed Care Information Systems, Inc. ("MCIS") had occurred on
April 1, 1993 and have been adjusted to reflect the effect of the pro forma
adjustments described in the accompanying notes. The acquisition of MCIS has
been reflected as a pooling-of-interests transaction in accordance with
Accounting Principles Board Opinion No. 16. The following Unaudited Pro Forma
Combining Financial Information is not necessarily indicative of the
consolidated financial position or results of operations as they may be in the
future or as they might have been had the acquisition been effected as of the
assumed date. The Unaudited Pro Forma Combining Financial Information should be
read in conjunction with the separate historical financial statements and notes
thereto of MECON, Inc. and MCIS.
<PAGE>
MECON, INC.
UNAUDITED PRO FORMA COMBINING BALANCE SHEET
DECEMBER 31, 1995
(in thousands)
<TABLE>
<CAPTION>
MECON MCIS ADJUSTMENTS TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 18,136 $ 113 $ - $ 18,249
Short term investments 2,650 - - 2,650
Accounts receivable, net 2,370 374 - 2,744
Unbilled accounts receivable 607 - - 607
Related party receivable 13 - - 13
Prepaid expenses 166 - - 166
Other current assets 85 5 - 90
----------- ----------- ----------- -----------
Total current assets 24,027 492 - 24,519
Property and equipment, net 806 53 - 859
Software development costs, net 720 - - 720
Related party receivable 12 - - 12
Other assets 36 4 - 40
----------- ----------- ----------- -----------
Total assets $ 25,601 $ 549 $ - $ 26,150
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable $ 662 $ 168 $ - $ 830
Accrued salaries and benefits 509 - - 509
Note payable - 1,936 - 1,936
Interest payable - 461 - 461
Deferred revenue 891 1,186 - 2,077
Other accrued liabilities 222 10 - 232
----------- ----------- ----------- -----------
Total current liabilities 2,284 3,761 - 6,045
Deferred rent, less current portion 30 - - 30
----------- ----------- ----------- -----------
Total liabilities 2,314 3,761 - 6,075
Stockholders' equity (deficit):
Preferred stock - - - -
Common stock 6 159 (159) (a) 6
Additional paid in capital 24,381 - 159 (a) 24,540
Stockholders' note receivable (22) - - (22)
Accumulated deficit (1,078) (3,371) - (4,449)
----------- ----------- ----------- -----------
Total stockholders' equity (deficit) 23,287 (3,212) - 20,075
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity (deficit) $ 25,601 $ 549 - $ 26,150
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<PAGE>
MECON, INC.
NOTE TO
UNAUDITED PRO FORMA COMBINING BALANCE SHEET
DECEMBER 31, 1995
Note 1 Details of Pro Forma Adjustments
(a) Reclassification of stockholders' equity (deficit) to give effect
to the pooling transaction.
<PAGE>
MECON, INC.
UNAUDITED PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1995
(in thousands, except per share data)
<TABLE>
<CAPTION>
MECON MCIS ADJUSTMENTS TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue $ 7,550 $ 1,067 $ - $ 8,617
Cost of revenue 3,182 317 - 3,499
----------- ----------- ----------- -----------
Gross profit 4,368 750 - 5,118
----------- ----------- ----------- -----------
Operating costs:
Research and development 994 487 - 1,481
Selling, general and administrative 3,398 827 - 4,225
----------- ----------- ----------- -----------
Total operating costs 4,392 1,314 - 5,706
----------- ----------- ----------- -----------
Operating loss (24) (564) - (588)
Interest expense (33) (202) - (235)
Interest and other income, net 75 3 - 78
----------- ----------- ----------- -----------
Income (loss) before income taxes 18 (763) - (745)
Provision for income taxes (65) - (65)
----------- ----------- ----------- -----------
Net loss $ (47) $ (763) $ - $ (810)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Accretion of redeemable preferred stock (109) - - (109)
----------- ----------- ----------- -----------
Net loss attributable to common stockholders $ (156) $ (763) $ - $ (919)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net loss per share $ (0.04) $ (0.21)
----------- -----------
----------- -----------
Shares used in computing per share data 4,093 4,431
----------- -----------
----------- -----------
</TABLE>
<PAGE>
MECON, INC.
UNAUDITED PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1995
(in thousands, except per share data)
<TABLE>
<CAPTION>
MECON MCIS ADJUSTMENTS TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue $ 7,842 $ 1,009 $ - $ 8,851
Cost of revenue 3,673 454 - 4,127
----------- ----------- ----------- -----------
Gross profit 4,169 555 - 4,724
----------- ----------- ----------- -----------
Operating costs:
Research and development 958 673 - 1,631
Selling, general and administrative 3,303 921 - 4,224
----------- ----------- ----------- -----------
Total operating costs 4,261 1,594 - 5,855
----------- ----------- ----------- -----------
Operating loss (92) (1,039) - (1,131)
Interest expense (7) (282) - (289)
Interest and other income, net 17 9 - 26
----------- ----------- ----------- -----------
Loss before income taxes (82) (1,312) - (1,394)
Income tax benefit (expense) 29 (1) - 28
----------- ----------- ----------- -----------
Net loss $ (53) $ (1,313) $ - $ (1,366)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Accretion of redeemable preferred stock (173) - - (173)
----------- ----------- ----------- -----------
Loss attributable to common stockholders $ (226) $ (1,313) $ - $ (1,539)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net loss per share $ (0.06) $ (0.35)
----------- -----------
----------- -----------
Shares used in computing per share data 4,096 4,434
----------- -----------
----------- -----------
</TABLE>
<PAGE>
MECON, INC.
UNAUDITED PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1994
(in thousands, except per share data)
<TABLE>
<CAPTION>
MECON MCIS ADJUSTMENTS TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue $ 4,593 $ 479 $ - $ 5,072
Cost of revenue 2,497 144 - 2,641
----------- ----------- ----------- -----------
Gross profit 2,096 335 - 2,431
----------- ----------- ----------- -----------
Operating costs:
Research and development 405 277 - 682
Selling, general and administrative 1,656 778 - 2,434
----------- ----------- ----------- -----------
Total operating costs 2,061 1,055 - 3,116
----------- ----------- ----------- -----------
Operating income (loss) 35 (720) - (685)
Interest expense (7) (7) - (14)
Interest and other income, net 43 9 - 52
Loss on investment (180) - - (180)
----------- ----------- ----------- -----------
Loss before income taxes (109) (718) - (827)
Provision for income taxes (47) (1) - (48)
----------- ----------- ----------- -----------
Loss before cumulative effect of accounting change (156) (719) - (875)
Cumulative effect of change in accounting for income taxes (7) - - (7)
----------- ----------- ----------- -----------
Net loss $ (163) $ (719) $ - $ (882)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Accretion of redeemable preferred stock (110) - - (110)
----------- ----------- ----------- -----------
Loss attributable to common stockholders $ (273) $ (719) $ - $ (992)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net loss per share $ (0.07) $ (0.24)
----------- -----------
----------- -----------
Shares used in computing per share data 3,875 4,213
----------- -----------
----------- -----------
</TABLE>
<PAGE>
MECON, INC.
NOTE TO
UNAUDITED PRO FORMA COMBINING STATEMENTS OF OPERATIONS
DECEMBER 31, 1995
Note 1 Basis of Combination
The unaudited combining statements of operation for the years ended
March 31, 1995 and 1994 includes the statements of operations for
Managed Care Information Systems, Inc. for the years ended December
31, 1994 and December 31, 1993, respectively.
<PAGE>
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 hereunto duly authorized.
MECON, Inc.
Dated: June 11, 1996 By: /s/ David J. Allinson
---------------------------
David J. Allinson
Chief Financial Officer
