<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
---------------------------------------------
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 000-20805
-------------------------------------------------------
APACHE MEDICAL SYSTEMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2476415
---------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1650 Tysons Boulevard, McLean, Virginia 22102
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(703) 847-1400
(Registrant's telephone number, including area code)
---------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
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 No
--- ---
7,430,605
---------
(Number of shares of common stock, $.01 par value per share,
outstanding as of April 25, 2000)
1
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APACHE MEDICAL SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PAGE NO.
-------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.......................................................................3
Consolidated Statements of Operations (unaudited) for the Three
Months Ended March 31, 2000 and 1999.......................................................3
Consolidated Balance Sheets as of March 31, 2000
(unaudited) and December 31, 1999..........................................................4
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the Three Months Ended March 31, 2000 (unaudited)
and Year Ended December 31, 1999..........................................................5
Consolidated Statements of Cash Flows (unaudited) for the Three
Months Ended March 31, 2000 and 1999......................................................6
Notes to Consolidated Financial Statements (unaudited).....................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K......................................................... 9
Signatures...............................................................................................12
Index to Exhibits........................................................................................13
</TABLE>
2
<PAGE> 3
PART 1-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APACHE MEDICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
--------------------- ---------------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C>
Revenue $ 1,583 $ 3,309
Expenses:
Cost of goods sold 625 261
Research and development 147 251
Selling, general and administrative 1,656 2,426
--------------------- --------------------
Total expenses 2,428 2,938
Income (loss) from operations (845) 371
Other income (expense):
Interest income 77 94
Interest expense (7) (9)
--------------------- --------------------
Net Income (loss) $ (775) $ 456
===================== ====================
Basic and diluted net income (loss) per share $ (0.10) $ 0.06
===================== ====================
Weighted average number of shares used for calculation of
per share 7,398 7,338
===================== =====================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
APACHE MEDICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
(unaudited)
--------------------------- --------------------
(IN THOUSANDS EXCEPT SHARE DATA)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 4,360 $ 5,194
Short-term investments 798 1,048
Accounts receivable, net 2,889 3,012
Prepaid expenses and other 459 499
--------------------------- ------------------------
TOTAL CURRENT ASSETS 8,506 9,753
Other trade receivables, net of current maturities 91 104
Furniture and equipment 3,909 3,661
Less accumulated depreciation and amortization (3,331) (3,222)
--------------------------- ------------------------
578 439
Capitalized Software Costs, net 894 793
Intangible assets, net 347 377
--------------------------- ------------------------
TOTAL ASSETS $ 10,416 $ 11,466
=========================== ========================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 745 $ 1,142
Accrued expenses 1,652 1,780
Deferred revenue 3,180 3,220
Current maturities of long term obligations 222 163
--------------------------- ------------------------
TOTAL CURRENT LIABILITIES 5,799 6,305
Deferred rent benefit 21 5
Obligations under capital leases, net of current maturities 126 8
Notes payable - other, net of current maturities - 35
--------------------------- ------------------------
TOTAL LIABILITIES 5,946 6,353
STOCKHOLDERS' EQUITY :
Common stock, $.01 par value, authorized shares, 30,000,000 at March 31,
2000 and December 31, 1999: issued and outstanding shares, 7,430,605 at
March 31, 2000 and 7,381,985 at December 31, 1999. 74 74
Accumulated comprehensive income-unrealized loss (22) (27)
Additional paid-in capital 45,945 45,818
Accumulated deficit (41,527) (40,752)
--------------------------- ------------------------
TOTAL STOCKHOLDERS' EQUITY 4,470 5,113
=========================== ========================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,416 $ 11,466
=========================== =========================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE> 5
APACHE MEDICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
(In thousands, except share data.) ----------------------------------------- PAID-IN
SHARES AMOUNT CAPITAL
--------------------- ----------------- ---------------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 7,267,756 $ 73 $ 45,703
Issuance of common stock under Employee Stock Purchase Plan 62,717 - 67
Net loss - - -
--------------------- ----------------- ---------------------
BALANCE AT DECEMBER 31,1998 7,330,473 $ 73 $ 45,770
Issuance of common stock under Employee Stock Purchase Plan 38,912 1 36
Exercise of common stock options 12,600 - 12
Unrealized gain (loss)
Net income
--------------------- ----------------- ---------------------
BALANCE AT DECEMBER 31, 1999 7,381,985 $ 74 $ 45,818
Issuance of common stock under Employee Stock Purchase Plan 5,876 - 7
Exercise of common stock options 42,744 - 120
Unrealized gain (loss)
Net income
--------------------- ----------------- ---------------------
BALANCE AT MARCH 31, 2000 (UNAUDITED) 7,430,605 $ 74 $ 45,945
===================== ================= =====================
<CAPTION>
ACCUMULATED
(In thousands, except share data.) COMPREHENSIVE ACCUMULATED
INCOME (LOSS) DEFICIT
------------------------ ------------------------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1997 $ - $ (38,910)
Issuance of common stock under Employee Stock Purchase Plan - -
Net loss - (3,193)
------------------------ ------------------------
BALANCE AT DECEMBER 31,1998 $ - $ (42,103)
Issuance of common stock under Employee Stock Purchase Plan -
Exercise of common stock options -
Unrealized gain (loss) (27)
Net income 1,351
------------------------ ------------------------
BALANCE AT DECEMBER 31, 1999 $ (27) $ (40,752)
Issuance of common stock under Employee Stock Purchase Plan -
Exercise of common stock options -
Unrealized gain (loss) 5
Net income (775)
------------------------ ------------------------
BALANCE AT MARCH 31, 2000 (UNAUDITED) $ (22) $ (41,527)
======================== ========================
<CAPTION>
(In thousands, except share data.) COMPREHENSIVE
TOTAL INCOME (LOSS)
--------------------------------------------------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1997 $ 6,866 $ (15,918)
==========================
Issuance of common stock under Employee Stock Purchase Plan 67 -
Net loss (3,193) (3,193)
--------------------- --------------------------
$ (3,193)
BALANCE AT DECEMBER 31,1998 $ 3,740 ==========================
Issuance of common stock under Employee Stock Purchase Plan 37 -
Exercise of common stock options 12 -
Unrealized gain (loss) (27) (27)
Net income 1,351 1,351
--------------------- -------------------------
BALANCE AT DECEMBER 31, 1999 $ 5,113 $ 1,324
==========================
Issuance of common stock under Employee Stock Purchase Plan 7 -
Exercise of common stock options 120 -
Unrealized gain (loss) 5 5
Net income (775) (775)
--------------------------------------------------
BALANCE AT MARCH 31, 2000 (UNAUDITED) $ 4,470 $ (770)
==================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
APACHE MEDICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
------------------- -------------------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (775) $ 456
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 213 206
Provision for doubtful accounts - 616
Changes in operating assets and liabilities:
Accounts receivable 124 (427)
Other trade receivables 12 13
Other current assets 41 59
Accounts payable and accrued expenses (525) (1,040)
Deferred rent 15 (15)
Deferred revenue (40) 736
------------------- -------------------
NET CASH PROVIDED FROM (USED IN) OPERATING ACTIVITIES (935) 604
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software development costs (175) (98)
Purchase of furniture and equipment (54) (4)
Decrease in short-term investments 249 451
------------------- -------------------
NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES 20 349
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations (16) (4)
Principal payments on borrowings (35) (41)
Proceeds from issuance of common stock under employee stock purchase plan 7 10
Proceeds from issuance of common stock upon exercise of options 120 -
Unrealized (gain) loss 5 -
------------------- -------------------
NET CASH FROM (USED IN) FINANCING ACTIVITIES 81 (35)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (834) 918
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,194 5,532
------------------- -------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,360 $ 6,450
=================== ===================
SUPPLEMENTAL INFORMATION:
Cash payments for interest $ 7 $ 12
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been
prepared by APACHE Medical Systems, Inc. (the "Company") pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC"). The financial
information included herein is unaudited. However, in the opinion of management,
all adjustments (which include normal recurring adjustments) considered
necessary for a fair presentation have been made. Certain information and
footnote disclosures normally included in annual financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, but the Company believes that
the disclosures made are adequate to make the information presented not
misleading. For more complete financial information, these financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 1999 included in the Company's Form
10-K. Results for interim periods are not necessarily indicative of the results
for any other interim period or for the full fiscal year.
Revenue for sales of systems and products are recognized at
delivery. For systems where services are critical to the functionality of the
system, revenue is recognized using contract accounting. Systems support fees
are recognized ratably over the period of performance. Professional services
revenue is recognized as these services are provided and is generally billed on
a time and material basis. Professional services do not involve significant
customization, modification or production of the licensed software. Amounts
received prior to the performance of service or completion of a milestone are
deferred. Revenue recognized for work performed for which billings have not been
presented to customers is recorded as unbilled.
2. BASIC AND DILUTED NET LOSS PER SHARE
The Company has implemented Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") Statement No. 128,
"Earnings Per Share," which requires dual presentation of basic and diluted
earnings per share. Basic loss per share includes no dilution and is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted loss per share
includes the potential dilution that could occur if securities or other
contracts were exercised or converted into common stock. Options and warrants
outstanding were not included in the computation of diluted net loss per share
as their effect would be anti-dilutive. Diluted net loss per share and basic
earnings per share are identical for all periods presented.
3. NEW ACCOUNTING PRONOUNCEMENTS
The American Institute of Certified Public Accountants ("AICPA") has
issued Statement of Position 97-2 "Software Revenue Recognition" ("SOP 97-2")
that supersedes Statement of Position 91-1. SOP 97-2 is effective for revenue
transactions entered into by the Company in fiscal years beginning after
December 31, 1997. The Company has adopted SOP 97-2 and it did not have a
material impact on the financial statements of the Company. In March 1998, AcSEC
issued Statement of Position 98-4 ("SOP 98-4") which defers for one year the
implementation of certain provisions of SOP 97-2. The issuance of SOP 98-4 had
no effect on the Company. In December 1998, the AICPA issued Statement of
Position 98-9 ("SOP 98-9") which extends the deferral date of implementation of
certain provisions of SOP 97-2 to 2000 and amends the method of revenue
recognition in some circumstances. The adoption of SOP 98-9 did not have a
significant effect on the results of operations or financial position.
4. STOCKHOLDERS' EQUITY
Stock Options
On March 28, 2000, the Board of Directors approved an amendment to
the Non-Employee Director Supplemental Stock Option Plan (the "Supplemental
Plan"), to increase the number of shares of the Company's Common Stock available
under the plan from 120,000 to 250,000. The amendment is subject to shareholder
approval and if approved will be effective as of January 1, 2000. Subject to the
approval of this amendment, on November 17, 1999, the Board of Directors granted
options to acquire 8,700 shares of Common Stock to each non-employee director of
the Company as of such date. The grant date was as of January 1, 2000 and the
exercise price was $1.4845 per share, which price was the fair market value of
the Common Stock on that date.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
REVENUE. Revenue for the quarter ended March 31, 2000 decreased to
$1.6 million from $3.3 million in the prior year period. This decrease was
related to a significant decrease in Systems revenue and to a lesser extent, a
decrease in Professional Services revenue. The overall decrease in revenue
resulted from a continuing soft market for systems and services during the
quarter. The Company believes that the current market conditions are brought by
a combination of the Balanced budget Amendment of 1997, Y2K carry-over effect,
and looming concerns of the Health Insurance Portability and Accountability Act
of 1996 ("H.I.P.P.A."). The Company also experienced delays in contract
negotiations with a number of major customers.
COST OF GOODS SOLD. Cost of goods sold for the quarter ended March
31, 2000 increased to $625,000 from $261,000 in the prior year period. This
increase over the prior year period was primarily due to a reduction in the
quarter ended March 31, 1999 of previously accrued costs related to migration
contracts. This reduction was the result of improvements in the Company's
implementation process.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses for the quarter ended March 31, 2000 decreased to $1.6
million from $2.4 million in the prior year period. This decrease was due
primarily to a decrease in bad debt expense as well as reductions in legal and
other selling, general and administrative expenses.
RESEARCH AND DEVELOPMENT. Research and development expenses for the
quarter ended March 31, 2000 decreased to $147,000 from $251,000 in the prior
year period. The decrease was due to an increase in capitalized software
development costs and improvements in productivity in product generation
processes that resulted in decreased expenses. This was partially offset by the
Company's repositioning program. The program is proceeding according to plan and
the rollout of the Company's Internet initiative, APACHE 2000, is on schedule.
During the three months ended March 31, 2000, capitalized software development
costs were $175,000, compared to $98,000 in the prior year period.
OTHER INCOME (EXPENSE). Other income (expense) decreased from
$85,000 for the quarter ended March 31, 1999 to $70,000 for the quarter ended
March 31, 2000. The decrease is due to a decrease in interest income as a result
of a reduction in cash.
LIQUIDITY AND CAPITAL RESOURCES
Cash and short-term investments were $5.2 million as of March 31,
2000 compared to $6.2 million as of December 31, 1999.
The Company anticipates that remaining net proceeds from the initial
public offering and funds generated from operations will be sufficient to meet
its planned ongoing operating and working capital requirements and to finance
planned product development, sales and marketing activities and capital
acquisitions through 2000. Through March 31, 2000, the Company has incurred
cumulative net operating losses of approximately $41.5 million. There can be no
assurance that the Company will be profitable in the future or that present
capital will be sufficient to fund the Company's ongoing operations. If
additional financing is required to fund operations, there can be no assurance
that such financing can be obtained or obtained on terms acceptable to the
Company.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this filing which are not historical facts are
forward-looking statements under provisions of the Private Securities Litigation
Reform Act of 1995. All forward-looking statements involve risks and
uncertainties. The Company wishes to caution readers that the following
important factors, among others, in some cases have affected, and in the future
could affect the Company's actual results and could cause its actual results in
fiscal 2000 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.
Important factors that could cause actual results to differ
materially include but are not limited to the Company's: having sufficient sales
and timely collections to meet cash requirements and achieve profitability;
ability to correctly estimate and address its Year 2000 costs and liabilities;
ability to attract and retain key employees; success of its strategy to
concentrate its product offerings on high-risk, high-cost patients; ability to
timely develop new products and enhance existing products; ability to compete in
the
8
<PAGE> 9
competitive and rapidly evolving healthcare information technology industry;
success of its marketing and consulting efforts and ability to effectively
utilize its direct sales force; ability to protect proprietary information and
to obtain necessary licenses on commercially reasonable terms; ability to comply
with and adopt products and services to potential regulatory changes; and
ability to adapt to economic, political and regulatory conditions affecting the
healthcare industry.
The Company's quarterly revenues and operating results have varied
significantly in the past and are likely to vary from quarter to quarter in the
future. Quarterly revenues and operating results may fluctuate as a result of a
variety of factors, including: the Company's relatively long sales cycle;
variable customer demand for its products and services; changes in the Company's
product mix and the timing and relative prices of product sales; the loss of
customers due to consolidation in the healthcare industry; changes in customer
budgets; investments by the Company in marketing or other corporate resources;
acquisitions of other companies or assets; the timing of new product
introductions and enhancements by the Company and its competitors; changes in
distribution channels; sales and marketing promotional activities and trade
shows; and general economic conditions. Further, due to the relatively fixed
nature of most of the Company's costs, which primarily include personnel costs,
as well as facilities costs, any unanticipated shortfall in revenue in any
fiscal quarter would have an adverse effect on the Company's results of
operations in that quarter. Accordingly, the Company's operating results for any
particular quarterly period may not necessarily be indicative of results for
future periods.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding the Company's investment securities as it
relates to market risk is not included as the possible effect of such risk is
considered to be immaterial.
PART II - OTHER INFORMATION
<TABLE>
<CAPTION>
ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibits are filed herewith and made a part hereof:
Exhibit Number Description
-------------- -----------
<S> <C>
2.1 Asset Purchase Agreement by and among the Company and Dun &
Bradstreet HealthCare Information, Inc. and Cognizant
Corporation dated as of December 30, 1996 (1)
2.2 Asset Purchase Agreement by and among the Company and Iowa
Health Centers, P.C. d/b/a Iowa Heart Center, P.C., Mercy
Hospital Medical Center, Mark A. Tannenbaum, M.D. and Iowa
Heart Institute dated as of January 7, 1997 (1)
2.3 Agreement and Plan of Merger among the Company, NHA
Acquisition Corporation, National Health Advisors, Ltd.,
Scott A. Mason and Donald W. Seymour dated as of June 2,
1997 (5)
3.1 Amended and Restated Certificate of Incorporation (5)
3.2 By-Laws (2)
4.1 Specimen Common Stock Certificate (2)
4.2 Rights Agreement between the Company and First Chicago Trust
Company of New York, dated as of May 6, 1997 (3)
10.1 APACHE Medical Systems, Inc. Employee Stock Option Plan +(5)
10.2 APACHE Medical Systems, Inc. Non-Employee Director Option
Plan +(5)
10.3 Sublease Agreement between the Company and First Union
National Bank of Virginia, dated March 17, 1994 (2)
10.4 Registration Agreement between the Company and Certain
Stockholders, dated December 28, 1995 (2)
10.5 Form of Warrant Agreement relating to warrants issued in 1995 (2)
10.6 Warrant Agreement between the Company and Venture Fund of
Washington, dated May 13, 1991 (2)
10.7 Licensing Agreement between the Company and Cerner
Corporation, dated February 2, 1995 (2)
</TABLE>
9
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<TABLE>
<CAPTION>
<S> <C>
10.8 Nonqualified Stock Option Agreement between the Company and
The Cleveland Clinic Foundation, dated August 19, 1994 (2)
10.9 Agreement between the Company and The George Washington
University, dated August 19, 1994 (2)
10.10 Letter Agreement between the Company and the Northern New
England Cardiovascular Disease Study Group, dated March 13,
1995 (2)
10.11 Licensing Agreement between the Company and Quality
Information Management Corporation, dated March 24, 1994 (2)
10.12 Marketing Agreement between the Company and American
Healthcare Systems Purchasing Partners, L.P., dated as of
June 3, 1996 (2)
10.13 Registration Agreement between the Company and each of Iowa
Health Centers, P.C. d/b/a Iowa Heart Center, P.C., Mercy
Hospital Medical Center, Mark A. Tannenbaum, M.D. and Iowa
Heart Institute dated January 7, 1997 (1)
10.14 Nonqualified Stock Option Agreements between the Company and
each of Iowa Health Centers, P.C. d/b/a Iowa Heart Center,
P.C., Mercy Hospital Medical Center and Mark A. Tannenbaum,
M.D., dated January 7, 1997 (4)
10.15 Security Agreement dated February 11, 1997 made by the
Company for the use and benefit of Crestar Bank and
corresponding Commercial Note (5)
10.16 License Agreement between the Company and Vermont Oxford
Network, Inc., Related Services Agreement between the
Company and Vermont Oxford Network, Inc. and Consulting
Agreement between the Company and Clinimetrics, Inc. each
effective as of June 24, 1997 ++(5)
10.17 Employment Agreement by and between the Company and Gerald
E. Bisbee, Jr., Ph.D., dated May 5, 1997 +(5)
10.18 Employment Agreement by and between the Company and Scott A.
Mason, dated June 15, 1999 +(10)
10.19 Nonqualified Stock Option Agreement between the Company and
William A. Knaus, M.D. dated May 29, 1997 +(5)
10.20 APACHE Medical Systems, Inc. Employee Stock Option Plan,
Amended and Restated Effective May 12, 1999 (9)
10.21 Form of 1998 Employment Agreement +(6)
10.22 Form of Nonqualified Director Stock Option Agreement +(6)
10.23 Employment Agreement by and between Peter Gladkin and the
Company, dated May 30, 1998 +(7)
10.24 Employment Agreement by and between Gina Campbell and the
Company, dated August 24, 1998 +(8)
10.25 Employment Agreement by and between Karen Miller and the
the Company, dated September 30, 1998 +(8)
10.26 Employment Agreement by and between Violet Shaffer and
the Company, dated April 28, 1998 +(9)
10.27 APACHE Medical Systems, Inc. Non-Employee Director
Supplemental Stock Option Plan, Amended and Restated
Effective May 12, 1999 +(9)
10.28 Employment Agreement by and between Sean Seerey and the Company,
Dated May 11, 1999 (10)
10.29 Lease between Tysons II Development Co. Limited Partnership
and the Company, dated August 16, 1999 (11)
11.1 Computation of Earnings (Loss) Per Share (12)
27.1 Financial Data Schedule (12)
+ Reflects management contract or other compensatory arrangement required
to be filed as an exhibit pursuant to Item 14(c) of this Form 10-K
++ Confidential treatment was requested for a portion of this Exhibit
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
(1) Incorporated herein by reference to the Company's Report on Form 8-K
filed on January 14, 1997 (File No. 0-20805)
(2) Incorporated herein by reference to the
Company's Registration Statement on Form S-1
(File No. 333-04106)
(3) Incorporated herein by reference to the
Company's Current Report on Form 8-K filed
on June 4, 1997 (File No. 0-20805)
(4) Incorporated herein by reference to the
Company's Report on Form 10-Q for the
quarter ended March 31, 1997 (File No.
0-20805)
(5) Incorporated herein by reference to the
Company's Report on Form 10-Q for the
quarter ended June 30, 1997 (File No.
0-20805)
(6) Incorporated herein by reference to the
Company's Report on Form 10-K for the year
ended December 31, 1997 (File No. 0-20805)
(7) Incorporated herein by reference to the
Company's Report on Form 10-Q for the
quarter ended June 30, 1998 (File No.
0-20805)
(8) Incorporated herein by reference to the
Company's Report on Form 10-K for the year
ended December 31, 1998 (File No. 0-20805)
(9) Incorporated herein by reference to the
Company's Report on Form 10-Q for the
quarter ended March 31, 1999 (File No.
0-20805)
(10) Incorporated herein by reference to the
Company's Report on Form 10-Q for the
quarter ended September 30, 1999 (File No.
0-20805)
(11) Incorporated herein by reference to the
Company's Report on Form 10-K for the year
ended December 31, 1999 (File No. 0-20805)
(12) Filed herewith
(b) Reports on Form 8-K
</TABLE>
The Company has not filed any reports on Form 8-K during the
quarterly period ended March 31, 2000.
11
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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.
<TABLE>
<CAPTION>
APACHE MEDICAL SYSTEMS, INC.
<S> <C> <C>
Date: May 15, 2000 By: /s/Peter Gladkin
----------------
Peter Gladkin
President and Chief Executive Officer
Date: May 15, 2000 By: /s/Karen C. Miller
------------------
Karen C. Miller
Vice President of Finance & Chief Financial
Officer
</TABLE>
12
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit Number Description
-------------- -----------
<S> <C>
11.1 Computation of Earnings (Loss) Per Share
27.1 Financial Data Schedule
</TABLE>
13
<PAGE> 1
EXHIBIT 11.1-COMPUTATION OF EARNINGS (LOSS) PER SHARE
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
------------------- -----------
Income applicable to common shares:
<S> <C> <C>
Net Income (Loss) $ (775) $456
Income (Loss) applicable to common shares $ (775) $456
====== ====
Weighted average number of common shares outstanding 7,398 7,338
Weighted average common shares 7,398 7,338
===== =====
Income (Loss) per common share $(0.10) $0.06
======= =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS FILED AS
PART OF THE APACHE MEDICAL SYSTEMS INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,360
<SECURITIES> 798
<RECEIVABLES> 3,384
<ALLOWANCES> 495
<INVENTORY> 0
<CURRENT-ASSETS> 8,506
<PP&E> 3,909
<DEPRECIATION> 3,332
<TOTAL-ASSETS> 10,416
<CURRENT-LIABILITIES> 5,799
<BONDS> 0
0
0
<COMMON> 74
<OTHER-SE> 4,396
<TOTAL-LIABILITY-AND-EQUITY> 10,416
<SALES> 1,583
<TOTAL-REVENUES> 1,583
<CGS> 625
<TOTAL-COSTS> 625
<OTHER-EXPENSES> 1,803
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7
<INCOME-PRETAX> (775)
<INCOME-TAX> 0
<INCOME-CONTINUING> (775)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (775)
<EPS-BASIC> ($0.10)
<EPS-DILUTED> ($0.10)
</TABLE>
