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
Date of Report (Date of earliest event reported):
APRIL 30, 1997
PROXYMED, INC.
-------------
(Exact name of registrant as specified in its charter)
FLORIDA 0-22052 65-0202059
------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2501 DAVIE ROAD, SUITE 230, FT. LAUDERDALE, FLORIDA 33317-7424
--------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 473-1001
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) The pro forma financial information required by Item 7(b) are
included as exhibits to this Form 8-K/A. Such pro forma financial information
has been derived from the financial statements of ProxyMed, Inc. and Hayes
Computer Systems, Inc. The pro forma financial information also includes
information derived from the financial statements of Clinical MicroSystems,
Inc., which was previously acquired by the Company and reported upon under Form
8-K dated March 14, 1997. The pro forma information consists of the following: a
pro forma combined balance sheet as of March 31, 1997 (the end of the most
recent period for which a consolidated balance sheet of the Company is
required); a pro forma combined statement of operations for the year ended
December 31, 1996 (the Company's most recent fiscal year); and a pro forma
combined statement of operations for the three months ended March 31, 1997 (the
period covering the Company's most recent fiscal year end to the most recent
interim date for which a balance sheet is required).
(c) The following exhibits are included herein:
Exhibit 1 - Pro Forma Combined Balance Sheet of ProxyMed, Inc.
and Hayes Computer Systems, Inc. as of March 31, 1997.
Exhibit 2 - Pro Forma Combined Statement of Operations of
ProxyMed, Inc., Clinical MicroSystems, Inc. and Hayes Computer Systems, Inc.
for the year ended December 31, 1996.
Exhibit 3 - Pro Forma Combined Statements of Operation of
ProxyMed, Inc., Clinical MicroSystems, Inc. and Hayes Computer Systems, Inc.
for the three months ended March 31, 1997.
2
<PAGE>
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 hereunto duly authorized.
PROXYMED, INC.
Date JULY 9, 1997 /S/ BENNETT MARKS
------------ -----------------
Bennett Marks, Executive Vice
President - Finance and Chief
Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Pro Forma Combined Balance Sheet of ProxyMed, Inc.
and Hayes Computer Systems, Inc. as of March 31, 1997.
99.2 Pro Forma Combined Statement of Operations of
ProxyMed, Inc., Clinical MicroSystems, Inc. and
Hayes Computer Systems, Inc. for the year ended
December 31, 1996.
99.3 Pro Forma Combined Statement of Operations of
ProxyMed, Inc., Clinical MicroSystems, Inc. and
Hayes Computer Systems, Inc. for the three months ended
March 31, 1997.
4
EXHIBIT 99.1
PROXYMED, INC.
PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1997
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
HAYES COMPUTER --------------------- PRO FORMA
PROXYMED, INC. SYSTEMS, INC. TOTAL # DR. (CR.) COMBINED
ASSETS -------------- -------------- ----- --------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $3,122,783 199,332 3,322,115 (1) (199,332) $2,475,657
(2) (3,147,126)
(3) 2,500,000
Investment in U.S. Treasury Notes 4,502,140 0 4,502,140 4,502,140
Accounts receivable 945,550 817,216 1,762,766 (1) (817,216) 945,550
Inventory 183,610 599,445 783,055 783,055
Other current assets 187,522 29,718 217,240 217,240
----------- --------- ---------- -----------
Total current assets 8,941,605 1,645,711 10,587,316 8,923,642
Property and equipment, net 1,100,724 637,276 1,738,000 (2) (217,212) 1,520,788
Capitalized software costs, net 1,165,680 1,492,251 2,657,931 (2) (1,224,600) 1,433,331
Goodwill, net 1,593,419 0 1,593,419 1,593,419
Other assets 27,599 0 27,599 27,599
----------- --------- ---------- -----------
Total assets $12,829,027 3,775,238 16,604,265 $13,498,779
=========== ========= ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of long-term debt $683,167 195,379 878,546 (1) 195,379 $683,167
Revolving line of credit $0 1,289,853 1,289,853 (1) 1,289,853 2,500,000 (a)
(3) (2,500,000)
Accounts payable and accrued expenses 862,061 939,496 1,801,557 (1) 928,355 1,703,202
(2) (830,000)
Deferred revenue 568,863 251,205 820,068 820,068
----------- --------- ----------- -----------
Total current liabilities 2,114,091 2,675,933 4,790,024 5,706,437
Deferred tax liability 0 141,008 141,008 (1) 141,008 0
Long-term debt, less current portion 974,309 391,138 1,365,447 (1) 391,138 974,309
----------- --------- ----------- -----------
Total liabilities 3,088,400 3,208,079 6,296,479 6,680,746
----------- --------- ----------- -----------
Equity:
Common stock 9,673 500 10,173 (1) 500 10,061
(2) (388)
Additional paid-in capital 26,726,128 11,500 26,737,628 (1) 11,500 28,021,740
(2) (1,295,612)
Retained earnings (accumulated
deficit) (16,995,174) 555,159 (16,440,015) (1) 555,159 (21,213,768)
(2) 4,218,594
----------- --------- ----------- -----------
Total equity 9,740,627 567,159 10,307,786 6,818,033
----------- --------- ----------- -----------
Total liabilities and
stockholder's equity $12,829,027 3,775,238 16,604,265 $13,498,779
=========== ========= =========== ===========
</TABLE>
(1) To eliminate assets and liabilities of Hayes Computer Systems, Inc. which
were not acquired by ProxyMed, Inc.
(2) To record the cash disbursed and common stock issued upon the acquisition
of certain assets and liabilities of Hayes Computer Systems, Inc., and
the concurrent write-off of in-process research and development technology.
The excess of the values assigned to long-term assets over their cost has
been proportionally allocated and reduced in determining the fair values of
such assets.
(3) To record drawdown from available bank line of credit.
(a) Repaid in May 1997.
Note - The terms of the Asset Purchase Agreement provide for additional payments
of up to $2,000,000 in cash and common stock to be made to the selling
shareholder of Hayes Computer Systems, Inc. based on the achievement of
certain defined operating criteria. If such payments are made, they will be
allocated to the long-term assets acquired, a substantial portion of which
is in-process research and development technology which will be expensed.
EXHIBIT 99.2
PROXYMED, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
PROXYMED, INC. CLINICAL MICRO- HAYES COMPUTER -------------- PRO FORMA
(a) SYSTEMS, INC.(b) SYSTEMS, INC.(c) TOTAL # DR. (CR.) COMBINED
------------- ---------------- ---------------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $3,054,151 1,758,645 7,367,633 12,180,429 $12,180,429
------------ --------------- ------------ ---------- -----------
Costs and expenses:
Cost of sales 1,327,423 433,183 4,846,853 6,607,459 6,607,459
Selling, general and admin-
istrative expenses 6,032,021 1,031,460 2,576,801 9,640,282 (1) 47,636 9,644,476
(3) (43,442)
------------ --------------- ------------ ---------- -----------
7,359,444 1,464,643 7,423,654 16,247,741 16,251,935
------------ --------------- ------------ ---------- -----------
Operating income (loss) (4,305,293) 294,002 (56,021) (4,067,312) (4,071,506)
Other income (expense):
Gain on sale of assets 1,014,989 0 0 1,014,989 1,014,989
Interest, net 436,569 (5,240) (128,779) 302,550 (2) 170,069 132,481
------------ --------------- ------------ ---------- -----------
Income (loss) before income
tax benefit (2,853,735) 288,762 (184,800) (2,749,773) (2,924,036)
Income tax benefit 0 0 99,704 99,704 (4) 99,704 0
------------ --------------- ------------ ---------- -----------
Net income (loss) (2,853,735) 288,762 (85,096) (2,650,069) (2,924,036)
Dividends on cumulative
preferred stock 95,803 0 0 95,803 95,803
------------ --------------- ------------ ---------- -----------
Net income (loss) applicable
to common shareholders ($2,949,538) 288,762 (85,096) (2,745,872) ($3,019,839)
============ =============== ============ ========== ===========
Weighted average common
shares outstanding 7,660,383 8,174,384 (d)
============ ===========
Net income (loss) per share
of common stock ($0.39) ($0.37)
============ ===========
(1) To record amortization of goodwill related to the acquisition of Clinical MicroSystems, Inc.
(2) To record interest expense on debt issued for the acquisition of Clinical MicroSystems, Inc.
(3) To record reduction of depreciation expense upon allocation of purchase price to the non-current
assets acquired in the acquisition of Hayes Computer Systems, Inc.
(4) To eliminate income tax benefit of Hayes Computer Systems, Inc. due to ProxyMed's net operating
loss carryforwards.
(a) This column is derived from the unaudited consolidated financial statements of ProxyMed, Inc.
and subsidiaries for the three months ended March 31, 1997.
(b) This column is derived from the unaudited financial statements of Clinical MicroSystems, Inc.
for the period January 1, 1997 to its acquisition on March 14, 1997. The acquisition of Clinical
MicroSystems, Inc. was reported under Form 8-K dated March 14,1997.
(c) This column is derived from the unaudited financial statements of Hayes Computer Systems, Inc.
for the 3 months ended March 31, 1997, after considering the effects of adjustments made in the
preparation of the audited financial statements for the 10 months ended January 31, 1997.
(d) Pro Forma weighted average shares includes 125,786 and 388,215 issued in the acquisitions of Clinical
MicroSystems, Inc. and Hayes Computer Systems, Inc., respectively.
</TABLE>
Note - Pursuant to Rule 11-02(b)(5), the pro forma income statement presented
above excludes the non-recurring effect of the write-off of purchased
in-process research and development costs which are directly attributable to
the acquisition of Hayes Computer Systems, Inc. Such write-off, in the
amount of $4,294,734 (based on amounts as of April 30, 1997, the date of the
acquisition), will be charged to the operations of ProxyMed, Inc. in the
second quarter ended June 30, 1997. The income tax benefit resulting from
this write-off is estimated to be approximately $1,611,000. Based on the
weight of available evidence, a valuation allowance in the amount of
$1,611,000 will be recorded concurrently.
EXHIBIT 99.3
PROXYMED, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
PROXYMED, INC. CLINICAL MICRO- HAYES COMPUTER --------------- PRO FORMA
(a) SYSTEMS, INC.(b) SYSTEMS, INC.(c) TOTAL # DR. (CR.) COMBINED
------------- ---------------- ---------------- ---------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $430,166 255,124 1,725,426 2,410,716 $2,410,716
------------- ------------ ------------ ---------- ----------
Costs and expenses:
Cost of sales 218,208 77,283 1,159,750 1,455,241 1,455,241
Selling, general and admin-
istrative expenses 2,004,757 225,768 916,019 3,146,544 (1) 10,436 3,146,119
(3) (10,861)
------------- ------------ ------------ ---------- ----------
2,222,965 303,051 2,075,769 4,601,785 4,601,360
------------- ------------ ------------ ---------- ----------
Operating income (loss) (1,792,799) (47,927) (350,343) (2,191,069) (2,190,644)
Other income (expense):
Gain on sale of assets 0 0 0 0 0
Interest, net 135,919 (154) (42,021) 93,744 (2) 22,660 71,084
------------- ------------ ------------ ---------- ----------
Income (loss) before income
tax benefit (1,656,880) (48,081) (392,364) (2,097,325) (2,119,560)
Income tax benefit 0 0 174,445 174,445 (4) 174,445 0
------------- ------------ ------------ ---------- ----------
Net income (loss) (1,656,880) (48,081) (217,919) (1,922,880) (2,119,560)
Dividends on cumulative
preferred stock 0 0 0 0 0
------------- ------------ ------------ ---------- ----------
Net income (loss) applicable
to common shareholders ($1,656,880) (48,081) (217,919) (1,922,880) ($2,119,560)
============= ============ ============ ========== ==========
Weighted average common
shares outstanding 9,546,610 10,060,611 (d)
============= ==========
Net income (loss) per share
of common stock ($0.17) ($0.21)
============= ==========
(1) To record amortization of goodwill related to the acquisition of Clinical MicroSystems, Inc.
(2) To record interest expense on debt issued for the acquisition of Clinical MicroSystems, Inc.
(3) To record reduction of depreciation expense upon allocation of purchase price to the non-current
assets acquired in the acquisition of Hayes Computer Systems, Inc.
(4) To eliminate income tax benefit of Hayes Computer Systems, Inc. due to ProxyMed's net operating
loss carryforwards.
(a) This column is derived from the unaudited consolidated financial statements of ProxyMed, Inc.
and subsidiaries for the three months ended March 31, 1997.
(b) This column is derived from the unaudited financial statements of Clinical MicroSystems, Inc.
for the period January 1, 1997 to its acquisition on March 14, 1997. The acquisition of Clinical
MicroSystems, Inc. was reported under Form 8-K dated March 14,1997.
(c) This column is derived from the unaudited financial statements of Hayes Computer Systems, Inc.
for the 3 months ended March 31, 1997, after considering the effects of adjustments made in the
preparation of the audited financial statements for the 10 months ended January 31, 1997.
(d) Pro Forma weighted average shares includes 125,786 and 388,215 issued in the acquisitions of Clinical
MicroSystems, Inc. and Hayes Computer Systems, Inc., respectively.
</TABLE>
Note - Pursuant to Rule 11-02(b)(5), the pro forma income statement presented
above excludes the non-recurring effect of the write-off of purchased
in-process research and development costs which are directly attributable
to the acquisition of Hayes Computer Systems, Inc. Such write-off, in the
amount of $4,294,734 (based on amounts as of April 30, 1997, the date of the
acquisition), will be charged to the operations of ProxyMed, Inc. in the
second quarter ended June 30, 1997. The income tax benefit resulting from
this write-off is estimated to be approximately $1,611,000. Based on the
weight of available evidence, a valuation allowance in the amount of
$1,611,000 will be recorded concurrently.
