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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 8, 1996
Medaphis Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-19480
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(Commission File Number)
58-1651222
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(IRS Employer Identification Number)
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 444-5300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 4
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Total Number of Pages: 6
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THIS CURRENT REPORT ON FORM 8-K/A IS BEING FILED AS A RESULT OF THE
COMPANY'S RESTATEMENT OF ITS FINANCIAL STATEMENTS FOR THE THREE MONTHS AND YEAR
ENDED DECEMBER 31, 1995 AND AS OF MARCH 31, 1996 AND JUNE 30, 1996. TO THE
EXTENT THIS AMENDED FILING IS INCONSISTENT WITH THE COMPANY'S CURRENT REPORT
ON FORM 8-K DATED FEBRUARY 8, 1996 (THE "ORIGINAL FILING"), THE ORIGINAL FILING
IS HEREBY SUPERSEDED AND AMENDED. TO THE EXTENT THE ORIGINAL FILING IS
UNAFFECTED BY THE RESTATEMENT, THE ORIGINAL FILING HAS NOT BEEN UPDATED OR
CORRECTED TO REFLECT EVENTS OCCURRING SUBSEQUENT TO THE DATE OF THE ORIGINAL
FILING.
This Form 8-K/A contains statements which may constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Those statements include statements regarding the
intent, belief or current expectations of Medaphis Corporation and members of
its management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements. Important factors
currently known to management that could cause actual results to differ
materially from those in forward-looking statements are set forth in the Safe
Harbor Compliance Statement included as Exhibit 99 to the Form 10-Q filed on
November 14, 1996, and are hereby incorporated herein by reference. The
Company undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.
Item 5. Other Events.
The Supplemental Quarterly Consolidated Statements of Operations (as
restated) appear herein as Exhibit 99.1, and have been prepared to give
retroactive effect to the merger of CarSub, Inc., a Georgia corporation and a
wholly owned subsidiary of Medaphis Corporation, a Delaware corporation
("Medaphis"), with and into Medical Management Sciences, Inc., and the merger
of NukSub, Inc., a Georgia corporation and a wholly owned subsidiary of
Medaphis, with and into Consort Technologies, Inc., a Georgia corporation.
Medaphis has restated its consolidated financial statements for the
three months and year ended December 31, 1995. The restatement results
primarily from a software licensing agreement entered into by Imonics
Corporation, a wholly owned subsidiary of Medaphis, in December 1995 for which
Medaphis recognized associated license fee revenue in 1995. Subsequent to the
issuance of Medaphis' 1995 supplemental quarterly consolidated statements of
operations in the Company's Current Report on Form 8-K dated February 8, 1996,
management discovered unauthorized correspondence which created a contingency
for the license fee payable under this agreement. Such contingency precluded
recognition of license fee revenue in 1995 associated with this agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Supplemental Quarterly Consolidated Statements
of Operations (As Restated) as described in Item 5 of
this Form 8-K/A.
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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.
Date: January 10, 1997
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President -- Finance,
Chief Financial Officer
and Assistant Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page No.
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<S> <C> <C>
99.1 Supplemental Quarterly Consolidated 6
Statements of Operations (As Restated)
</TABLE>
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EXHIBIT 99.1
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MEDAPHIS CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS (AS RESTATED)
(unaudited, in thousands except per share data)
<TABLE>
<CAPTION>
QUARTERLY PERIOD ENDING
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MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1995 1995 1995 1995
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(As restated)
<S> <C> <C> <C> <C>
Revenue $110,085 $117,422 $117,789 $118,025
Salaries and wages 59,456 62,033 62,587 68,957
Other operating expenses 26,320 29,796 30,758 30,785
Depreciation 2,828 3,088 3,017 3,122
Amortization 3,324 3,444 3,553 3,573
Interest expense, net 3,728 2,532 2,378 2,174
Restructuring and other charges 31,750 - 14,000 9,200
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Total expenses 127,406 100,893 116,293 117,811
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Income (loss) before income taxes (17,321) 16,529 1,496 214
Income taxes (9,119) 6,479 1,867 4,066
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Net income (loss) (8,202) 10,050 (371) (3,852)
Pro forma adjustments, principally income
taxes (3,679) (353) 594 1,133
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Pro forma net income (loss) $(11,881) $ 9,697 $ 223 $(2,719)
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Pro forma income (loss) per common
share $ (0.27) $ 0.18 $ 0.00 $ (0.05)
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Weighted average shares outstanding 43,812 53,141 52,299 50,730
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</TABLE>
Notes: 1
The accompanying unaudited supplemental quarterly consolidated
statements of operations (as restated) are included for information
purposes only. For additional information, the reader may wish to
refer to the Company's Current Report on Form 8-K/A dated June 29,
1996 filed on November 14, 1996, the Company's Current Report on Form
8-K/A-2 dated June 29, 1996 filed on January 10, 1997, the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 filed on November 14, 1996, the Company's
Current Report on Form 8-K/A dated March 13, 1996 filed on January 10,
1997, the Company's Current Report on Form 8-K/A dated April 3, 1996
filed on January 10, 1997, the Company's Current Report on Form 8-K/A
dated May 6, 1996 filed on January 10, 1997, the Company's Current
Report on Form 8-K/A dated May 29, 1996 filed on January 10, 1997, the
Company's Current Report on Form 8-K/A dated June 29, 1996 filed on
January 10, 1997, the Company's Quarterly Report on Form 10-Q/A for
the quarterly period ended March 31, 1996 filed on January 10, 1997,
the Company's Quarterly Report on Form 10-Q/A for the quarterly period
ended June 30, 1996 filed on January 10, 1997 and the Company's
Annual Report on Form 10-K/A for the fiscal year ended December 31,
1995 filed on January 10, 1997.
2 The Company has restated its unaudited supplemental quarterly
consolidated statements of operations for the three months ended
December 31, 1995. The restatement results primarily from a software
licensing agreement entered into by Imonics Corporation, a wholly
owned subsidiary of the Company, in December 1995 for which the
Company recognized associated license fee revenue in 1995.
Subsequent to the issuance of the Company's 1995 unaudited
supplemental quarterly consolidated statements of operations in the
Company's Current Report on Form 8-K dated February 8, 1996,
management discovered unauthorized correspondence which created a
contingency for the license fee payable under this agreement. Such
contingency precluded recognition of license fee revenue in 1995
associated with the agreement. The previously recognized license fee
revenue and certain other adjustments, previously considered
immaterial and not recorded, are included as part of the restatement
adjustments to the Company's previously reported results of
operations and financial position. The significant effects of the
restatement are as follows:
<TABLE>
<CAPTION>
As Previously As
Reported Restated
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<S> <C> <C>
For the three months ended December 31, 1995:
Revenue. . . . . . . . . . . . . . . . . . . . . $ 122,451 $118,025
Salaries and wages . . . . . . . . . . . . . . . 66,914 68,957
Other operating expenses . . . . . . . . . . . . 29,355 30,785
Income before income taxes . . . . . . . . . . . 8,754 214
Net income (loss). . . . . . . . . . . . . . . . 1,272 (3,852)
Pro forma net income (loss). . . . . . . . . . . 2,405 (2,719)
Pro forma net income (loss) per common share . . .05 (.05)
</TABLE>
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