SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
FORM 8-K
on
Form 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 17, 1996
MEDIWARE INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-10768 11-2209324
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1121 OLD WALT WHITMAN ROAD, MELVILLE, NEW YORK 11747-3005
(Address of principal executive offices)
(516) 423-7800
Registrant's telephone number, including area code
No change since last report
Former Name or Former Address, if Changed Since Last Report
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE
PERIODS BEGINNING DECEMBER 1, 1995 THROUGH JUNE 17, 1996 AND
DECEMBER 1, 1994 THROUGH MAY 31, 1995
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE
PERIODS BEGINNING DECEMBER 1, 1995 THROUGH JUNE 17, 1996 AND
DECEMBER 1, 1994 THROUGH MAY 31, 1995
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE
PERIODS DECEMBER 1, 1995 THROUGH JUNE 17, 1996 AND DECEMBER
1, 1994 THROUGH MAY 31, 1995
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE
PERIODS BEGINNING DECEMBER 1, 1995 THROUGH JUNE 17, 1996 AND
DECEMBER 1, 1994 THROUGH MAY 31, 1995
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
(UNAUDITED) FOR THE YEAR ENDED JUNE 30, 1996
NOTES TO CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF
OPERATIONS (UNAUDITED)
-2-
<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 thereunto duly authorized.
MEDIWARE INFORMATION SYSTEMS, INC.
By: /s/ Les N. Dace
--------------------------------
President and CEO
Date: April 10, 1997
<PAGE>
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
CONTINENTAL HEALTHCARE SYSTEMS, INC. - PHARMAKON DIVISION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE PERIODS BEGINNING
DECEMBER 1, 1995 THROUGH JUNE 17, 1996
AND DECEMBER 1, 1994 THROUGH MAY 31, 1995 F-1
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE PERIODS BEGINNING
DECEMBER 1, 1995 THROUGH JUNE 17, 1996
AND DECEMBER 1, 1994 THROUGH MAY 31, 1995 F-2
JAC COMPUTER SERVICES LIMITED
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE PERIODS DECEMBER 1, 1995
THROUGH JUNE 17, 1996 AND DECEMBER 1,
1994 THROUGH MAY 31, 1995 F-3
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE PERIODS BEGINNING
DECEMBER 1, 1995 THROUGH JUNE 17, 1996
AND DECEMBER 1, 1994 THROUGH MAY 31, 1995 F-4
MEDIWARE INFORMATION SERVICES
CONDENSED CONSOLIDATED PRO FORMA STATEMENT
OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED
JUNE 30, 1996 F-5
NOTES TO CONDENSED CONSOLIDATED PRO FORMA
STATEMENT OF OPERATIONS (UNAUDITED) F-6
<PAGE>
CONTINENTAL HEALTHCARE SYSTEMS, INC. - PHARMAKON DIVISION
CONDENSED STATEMENTS OF OPERATIONS AND CASH FLOWS
(UNAUDITED)
In the opinion of management, the accompanying unaudited, condensed
statements of operations and cash flows contains all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the results of
operations of Pharmakon for the interim period presented (consistent with
Pharmakon's fiscal reporting period). The statement of operations has been
condensed in accordance with the applicable regulations of the Securities and
Exchange Commission and therefore, do not include all disclosures required by
generally accepted accounting principles. These financial statements should be
read in conjunction with the audited financial statements of Continental
Healthcare Systems, Inc. - Pharmakon Division and notes thereto contained
elsewhere herein. The results of the interim period are not necessarily
indicative of the results for the full fiscal year.
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
December 1, December 1,
1995 through 1994 through
June 17, 1996 May 31, 1995
--------------------- ---------------------
<S> <C> <C>
Revenue:
System sales $ 1,446,000 $ 1,176,000
Services 1,981,000 1,611,000
--------------------- ---------------------
Total revenues 3,427,000 2,787,000
--------------------- ---------------------
Costs and Expenses
Cost of systems 1,029,000 669,000
Cost of services 528,000 419,000
Software development 809,000 780,000
Selling, general & administrative 1,097,000 975,000
--------------------- ---------------------
Total costs and expenses 3,463,000 2,843,000
--------------------- ---------------------
NET (LOSS) $ (36,000) $ (56,000)
===================== =====================
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
CONTINENTAL HEALTHCARE SYSTEMS, INC. - PHARMAKON DIVISION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
December 1, December 1,
1995 through 1994 through
June 17, 1996 May 31, 1995
---------------------- ---------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss)..................................................... $ (36,000) $ (56,000)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation............................................ 17,000 19,000
Amortization of capitalized software costs.............. 70,000 83,000
Changes in contract installments receivable............. (66,000) 66,000
Changes in operating assets and liabilities:
Decrease in accounts receivable..................... 143,000 129,000
Decrease in inventories............................. 130,000 26,000
(Decrease) increase in accounts payable,
accrued expenses and other current (293,000) 65,000
liabilities....................................
(Decrease) increase in advances
from customers................................. (140,000) 83,000
---------------------- ---------------------
Net cash (used in) provided by operating (175,000) 415,000
activities.........................................................
---------------------- ---------------------
Cash flows from investing activities:
Acquisitions of fixed assets................................... (53,000) (26,000)
Capitalized software costs..................................... (16,000) (180,000)
---------------------- ---------------------
Net cash (used in) investing activities............. (69,000) (206,000)
---------------------- ---------------------
Cash flows from financing activities:
Increase (decrease) in interdivisional control account......... 244,000 (209,000)
---------------------- ---------------------
NET INCREASE IN CASH............................................... $ 0 $ 0
====================== =====================
</TABLE>
F-2
<PAGE>
JAC COMPUTER SERVICES LIMITED
CONDENSED STATEMENTS OF OPERATIONS AND CASH FLOWS
(UNAUDITED)
In the opinion of management, the accompanying unaudited, condensed statement
of operations and cash flows contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the results of operations and
cash flows of JAC Computer Services Limited (a United Kingdom corporation) (JAC)
for the interim periods presented. Such financial statements have been condensed
in accordance with the applicable regulations of the Securities and Exchange
Commission and therefore, do not include all disclosures required by generally
accepted accounting principles. These financial statements should be read in
conjunction with the audited financial statements of JAC and notes thereto
contained elsewhere herein. On June 17, 1996, JAC was purchased by Mediware
Information Systems, Inc. These financial statements reflect the results of
operations and cash flows through the acquisition date. The results of the
interim period are not necessarily indicative of the results for the full fiscal
year.
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Dollars in 000's)
December 1, 1995 December 1, 1994
through through
June 17, 1996 May 31, 1995
---------------- -----------------
<S> <C> <C>
Sales $ 883 $ 724
Cost of goods sold 575 435
---------------- -----------------
Gross profit 308 289
Selling, general and administrative
expenses 344 320
---------------- -----------------
(Loss) from operations (36) (31)
Other income, net 11 12
---------------- -----------------
(Loss) before taxes (25) (19)
Provision for income taxes 4 5
---------------- -----------------
Net (Loss) $ (29) $ (24)
================ =================
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
JAC COMPUTER SERVICES LIMITED
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in 000's)
December 1, 1995 December 1, 1994
through through
June 17, 1996 May 31, 1995
----------------- ----------------
<S> <C> <C>
Cash flows - operating activities:
Net (loss)..................................................... $ (29) $ (24)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and amortization........................ 57 55
Changes in assets and liabilities:
Accounts Receivable.............................. 36 93
Inventories...................................... (65) 17
Prepaids and other
current assets................................. 18 19
Accounts payable, accrued
expenses and other liabilities................. (36) (40)
Deferred revenue................................. (190) (161)
Deferred income taxes/income
taxes payable 3 (52)
----------------- ----------------
Net cash (used in) operating activities.......... (206) (93)
----------------- ----------------
Cash flows - investing activities:
Purchase of property and equipment............................. (15) (20)
Increase in intangible assets.................................. (46) (60)
----------------- ----------------
Net cash (used in) investing activities........... (61) (80)
----------------- ----------------
Cash flows - financing activities:
Dividends paid................................................. (249)
----------------- ----------------
Effect of exchange rate changes on cash
and cash equivalents............................................ 12 58
----------------- ----------------
(Decrease) in cash and cash equivalents............................ (504) (115)
----------------- ----------------
Cash and cash equivalents at the beginning
of the period................................................... 515 558
----------------- ----------------
Cash and cash equivalents at the end of period..................... $ 11 $ 443
================= ================
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED PROFORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996
(UNAUDITED)
Historical Pro Forma Pro Forma
Adjustments Consolidated
Mediware JAC Pharmakon
----------- ----------- ------------ --------------- -------------
<S> <C> <C> <C> <C> <C>
Revenue
System Sales $ 5,781,000 $ 3,631,000 $ 9,412,000
Services 4,651,000 3,423,000 8,074,000
Sales - U.K. $1,479,000 1,479,000
----------- ----------- ------------ ============
------------
Total revenues 10,432,000 1,479,000 7,054,000 18,965,000
----------- ----------- ------------
------------
Costs and Expenses:
Cost of systems 2,023,000 2,158,000 4,181,000
Cost of services 1,403,000 949,000 2,352,000
Cost of sales - U.K. 943,000 943,000
Purchased research and development 3,891,000 $(3,891,000)(a) 0
Software Development 1,438,000 1,400,000 2,838,000
294,000(b)
Selling, general & administrative 4,966,000 612,000 2,163,000 (71,000)(c) 7,964,000
----------- ----------- ------------ ---------------
------------
Total costs and expenses 13,721,000 1,555,000 6,670,000 (3,668,000) 18,278,000
----------- ----------- ------------ ---------------
-----------
Earnings (loss) before interest income, (3,289,000) (76,000) 384,000 (3,668,000) 687,000
interest expense and provision
for income taxes
Interest income 14,000 22,000 36,000
(495,000)(d)
Interest (expense) (216,000) 18,000(e) (693,000)
------------ ----------- ------------ ---------------
------------
Earnings before provision for income (3,491,000) (54,000) 384,000 3,191,000 30,000
taxes
Provision for income taxes 4,000 154,000 (154,000)(f) 4,000
------------ ----------- ------------ ---------------
------------
NET EARNINGS $(3,491,000) $ (58,000) $230,000 $3,345,000 $ 26,000
============ =========== ============ ============== ============
------------
Pro forma earnings per share $ 0.01
------------
Pro forma weighted average number of
common and common equivalent
shares (g) 4,550,000
============
</TABLE>
F-5
<PAGE>
MEDIWARE INFORMATION SYSTEMS, INC. & SUBSIDIARIES
NOTES TO PRO FORMA CONSENSED CONSOLIDATED
STATEMENT OF OPERATIONS
The consolidated pro forma statement of operations includes historical results
of Pharmakon and JAC for the twelve months ended June 30, 1996 based on the
following adjustments and assumptions:
(a) To eliminate the charge for purchased research and development.
(b) To record the amortization of goodwill over a 20 year life.
(c) To add back amortization of goodwill included in JAC's and Mediware's
statements of operations.
(d) To record interest expense on the $6,000,000 promissory note, issued in
connection with the acquisition of Pharmakon and JAC, at 8.25%. In October 1996
the promissory note was amended to provide for an extension of the due date to
August 1, 1997. The extension agreement provides for an immediate payment of $1
million and monthly payments of $100,000 for principal and interest. In
addition, the interest rate was increased to 15% on approximately $3,763,000
with the original rate remaining for $1,237,000. Interest expense under the
extended loan agreement would be approximately $260,000 higher than reflected in
the June 30, 1996 pro forma.
(e) To add back interest on the above mentioned note also included in Mediware's
statements of operations.
(f) To eliminate income tax expense for Pharmakon to give effect to the pro
forma adjustments above and the reporting of income for tax purposes on a
consolidated basis which will reflect the utilization of Mediware's net
operating loss carryforwards. Further, a reduction in the valuation allowance
for a deferred tax asset has not been recorded, since utilization of net
operating loss carryforwards is uncertain.
(g) Pro forma weighted average shares reflect an increase in weighted average
shares by 1,352,000 for shares issued to raise funds for the acquisition and
381,000 additional shares for the June 30, 1996 pro forma as a result of common
stock equivalents being dilutive for pro forma purposes.
F-6
<PAGE>
