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Previous: INVESCO INTERNATIONAL FUNDS INC, 24F-2NT, 1999-01-27 |
Next: CAMDEN PROPERTY TRUST, 424B3, 1999-01-27 |
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):
MAY 19, 1998
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.)
2555 DAVIE ROAD, SUITE 110, 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 included herein relating
to the acquisition of WPJ, Inc. on May 19, 1998 is amended to
correct typographical errors on the 8-K/A amendment filed on
July 13, 1998.
(c) The following exhibits are included herein:
Exhibit 2.4- Unaudited Statement of Operations for WPJ, Inc.
for the three months ended March 31, 1997.
Exhibit 99.1 - Pro Forma Combined Balance Sheet of ProxyMed,
Inc. and WPJ, Inc. as of March 31, 1998.
Exhibit 99.2 - Pro Forma Combined Statement of Operations of
ProxyMed, Inc., Clinical MicroSystems, Inc.,
Hayes Computer Systems, Inc., US HealthData
Interchange, Inc. and WPJ, Inc. for the year
ended December 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 JANUARY 27, 1999 /s/ BENNETT MARKS
-----------------
Bennett Marks, Co-President and Chief
Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2.4 Unaudited Statement of Operations for WPJ, Inc. as
for the three months ended March 31, 1997.
99.1 Pro Forma Combined Balance Sheet of ProxyMed, Inc.
and WPJ, Inc. as of March 31, 1998.
99.2 Pro Forma Combined Statement of Operations of
ProxyMed, Inc., Clinical MicroSystems, Inc., Hayes
Computer Systems, Inc., US HealthData Interchange,
Inc. and WPJ, Inc. for the year ended December 31,
1997.
Exhibit 2.4
<TABLE>
<CAPTION>
WPJ, INC.
D/B/A INTEGRATED MEDICAL SYSTEMS
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(Unaudited)
<S> <C>
Net revenues for services $1,041,468
Cost of revenues for services 215,587
------------------
Gross profit 825,881
General and administrative expenses 518,773
------------------
Income from operations 307,108
Other income (expense):
Interest income 305
Interest expense (1,087)
Loss on disposal of equipment (20,780)
------------------
Income before provision for income taxes 285,546
Provision for income taxes 1,071
------------------
Net income $284,475
==================
</TABLE>
Exhibit 99.1
<TABLE>
<CAPTION>
PROXYMED, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1998
WPJ, INC. (D/B/A
INTEGRATED MEDICAL
PROXYMED, INC. SYSTEMS) TOTAL
-------------------- --------------------- --------------------
<S> <C> <C> <C>
ASSETS
-------------------------------------------
Current assets:
Cash and cash equivalents $3,513,083 $326,026 $3,839,109
Accounts receivable, net 2,940,089 668,391 3,608,480
Other receivables 860,780 0 860,780
Inventory 920,702 0 920,702
Other current assets 301,990 18,200 320,190
-------------------- --------------------- --------------------
Total current assets 8,536,644 1,012,617 9,549,261
Property and equipment, net 2,422,396 370,333 2,792,729
Capitalized software costs, net 4,590,110 0 4,590,110
Goodwill and other intangible assets, net 5,011,206 0 5,011,206
Other assets 48,810 9,781 58,591
-------------------- --------------------- --------------------
Total assets $20,609,166 $1,392,731 $22,001,897
==================== ===================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------
Current liabilities:
Current portion of long-term debt $750,000 $232,143 $982,143
Accounts payable and accrued expenses 3,321,897 387,699 3,709,596
Deferred revenue 542,584 0 542,584
-------------------- --------------------- --------------------
Total current liabilities $4,614,481 $619,842 $5,234,323
Long-term debt, less current portion 1,074,760 0 1,074,760
-------------------- --------------------- --------------------
Total liabilities $5,689,241 $619,842 $6,309,083
-------------------- --------------------- --------------------
Stockholders' equity:
Common stock 12,338 1,000 13,338
Additional paid-in capital 46,175,620 0 46,175,620
Accumulated deficit (31,268,033) 771,889 (30,496,144)
-------------------- --------------------- --------------------
Total stockholders' equity 14,919,925 772,889 15,692,814
-------------------- --------------------- --------------------
Total liabilities and stockholders' equity $20,609,166 $1,392,731 $22,001,897
==================== ===================== ====================
<CAPTION>
PROXYMED, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1998
PRO FORMA ADJUSTMENTS
---------------------------- PRO FORMA
# DR. (CR.) COMBINED
---------------------------- --------------------
<S> <C> <C> <C>
ASSETS
-------------------------------------------
Current assets:
Cash and cash equivalents (1) ($20,620,000) $7,236,966
(2) 24,250,000
(3) (232,143)
Accounts receivable, net 3,608,480
Other receivables 860,780
Inventory 920,702
Other current assets 320,190
--------------------
Total current assets 12,947,118
Property and equipment, net (1) (500,000) 2,292,729
Capitalized software costs, net (1) 7,500,000 12,090,110
Goodwill and other intangible assets, net (1) 18,477,111 23,488,317
Other assets 58,591
--------------------
Total assets $50,876,865
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------
Current liabilities:
Current portion of long-term debt (3) 232,143 $750,000
Accounts payable and accrued expenses (1) (26,000) 3,994,271
(1) (258,675)
Deferred revenue 542,584
--------------------
Total current liabilities $5,286,855
Long-term debt, less current portion 1,074,760
--------------------
Total liabilities $6,361,615
--------------------
Stockholders' equity:
Common stock (1) (482) 15,133
(1) 1,000
(2) (2,313)
Additional paid-in capital (1) (5,344,843) 75,768,150
(2) (24,247,686)
Accumulated deficit (1) 771,889 (31,268,033)
--------------------
Total stockholders' equity 44,515,250
--------------------
Total liabilities and stockholders' equity $50,876,865
====================
<FN>
(1) To record the acquisition of the common stock of WPJ, Inc., the related
purchase price allocation, and the elimination of the equity accounts
of WPJ, Inc. in consolidation.
(2) To record net cash received from the private placement sale of
2,313,416 shares of common stock for $11 per share, less underwriter
commissions and estimated expenses totaling $1,197,576.
(3) To retire current portion of long-term debt of WPJ, Inc.
Note - The allocation of purchase price is preliminary and subject to change
upon review by management of additional evidence relating to the fair
value of assets acquired and liabilities assumed at the closing date.
Adjustments to the purchase price allocation, if any, would likely
relate to amounts assigned to intangible assets and/or estimates of the
useful lives relating thereto.
</FN>
</TABLE>
<TABLE>
<CAPTION>
PROXYMED, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
CLINICAL MICRO- HAYES COMPUTER US HEALTHDATA
PROXYMED, INC. (A) SYSTEMS, INC. (B) SYSTEMS, INC. (C) INTERCHANGE, INC. (D)
---------------------- ------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
Net sales $10,931,969 $255,124 $2,720,389 $1,609,705
---------------------- ------------------- -------------------- ----------------------
Costs and expenses:
Cost of sales 6,877,480 77,283 1,728,963 326,923
Selling, general and admin-
istrative expenses 13,293,353 206,590 1,184,898 2,736,220
Depreciation and amortization 1,078,300 19,178 57,751 782,885
---------------------- ------------------- -------------------- ----------------------
21,249,133 303,051 2,971,612 3,846,028
---------------------- ------------------- -------------------- ----------------------
Operating income (loss) (10,317,164) (47,927) (251,223) (2,236,323)
Other income (expense):
Loss on sale of assets 0 0 0 (56,400)
Interest, net 267,140 (154) (58,390) 0
---------------------- ------------------- -------------------- ----------------------
Income (loss) before income
taxes (10,050,024) (48,081) (309,613) (2,292,723)
Income tax benefit (expense) 0 0 138,350 0
---------------------- ------------------- -------------------- ----------------------
Net income (loss) applicable
to common shareholders ($10,050,024) ($48,081) ($171,263) ($2,292,723)
====================== =================== ==================== ======================
Weighted average common
shares outstanding 10,589,333
======================
Basic and diluted loss per share
of common stock ($0.95)
======================
<CAPTION>
WPJ, INC. (D/B/A PRO FORMA ADJUSTMENTS
INTEGRATED MEDICAL ---------------------------
SYSTEMS) (E) TOTAL # DR. (CR.)
---------------------- -------------------- ---------------------------
<S> <C> <C> <C> <C>
Net sales $4,310,731 $19,827,918
---------------------- --------------------
Costs and expenses:
Cost of sales 1,073,120 10,083,769
Selling, general and admin-
istrative expenses 2,434,310 19,855,371
Depreciation and amortization 72,068 2,010,182 (1) $13,629
(3) (14,966)
(5) 283,072
(6) (437,808)
(7) 8,492,370
---------------------- --------------------
3,579,498 31,949,322
---------------------- --------------------
Operating income (loss) 731,233 (12,121,404)
Other income (expense):
Loss on sale of assets (20,780) (77,180)
Interest, net (16,462) 192,134 (2) (26,384)
---------------------- --------------------
Income (loss) before income
taxes 693,991 (12,006,450)
Income tax benefit (expense) (8,621) 129,729 (4) 129,729
---------------------- --------------------
Net income (loss) applicable
to common shareholders $685,370 ($11,876,721)
====================== ====================
Weighted average common
shares outstanding
Basic and diluted loss per share
of common stock
<CAPTION>
PRO FORMA
COMBINED
-------------------
<S> <C>
Net sales $19,827,918
-------------------
Costs and expenses:
Cost of sales 10,083,769
Selling, general and admin-
istrative expenses 19,855,371
Depreciation and amortization 10,346,479
-------------------
40,285,619
-------------------
Operating income (loss) (20,457,701)
Other income (expense):
Loss on sale of assets (77,180)
Interest, net 218,518
-------------------
Income (loss) before income
taxes (20,316,363)
Income tax benefit (expense) 0
-------------------
Net income (loss) applicable
to common shareholders ($20,316,363)
===================
Weighted average common
shares outstanding 13,841,600
===================
Basic and diluted loss per share
of common stock ($1.47)
===================
<FN>
(1) To record additional amortization of goodwill and other intangible
assets for 1997 related to the acquisition of Clinical MicroSystems,
Inc.
(2) To record additional interest expense for 1997 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 (expense) of Hayes Computer Systems,
Inc. and WPJ, Inc. due to ProxyMed's net operating loss carryforwards.
(5) To record additional amortization of goodwill for 1997 related to the
acquisition of US HealthData Interchange, Inc.
(6) To record reduction of depreciation expense upon allocation of purchase
price to the non-current assets acquired in the acquisition of US
HealthData Interchange, Inc.
(7) To record amortization over 3 years of capitalized software, goodwill
and other intangible assets for 1997 related to the acquisition of WPJ,
Inc.
(a) This column is derived from the audited consolidated financial
statements of ProxyMed, Inc. and subsidiaries for the year ended
December 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 period January 1, 1997 to its
acquisition on April 30, 1997, after considering the effects of
adjustments made in the preparation of the audited financial statements
for the 10 months ended January 31, 1997. The acquisition of Hayes
Computer Systems, Inc. was reported under Form 8-K dated April 30,
1997.
(d) This column is derived from the unaudited financial statements of US
HealthData Interchange, Inc. for the six months ended September 30,
1997 and the unaudited 3 month period ended March 31, 1997 previously
included in the audited financial statements of US HealthData
Interchange, Inc. for the year ended March 31, 1997.
(e) This column is derived from the audited financial statements of WPJ,
Inc. for the year ended December 31, 1997.
(f) Pro Forma weighted average shares includes 125,786, 388,215 and 481,836
shares issued in the acquisitions of Clinical MicroSystems, Inc., Hayes
Computer Systems, Inc. and WPJ, Inc., respectively, as if they were
outstanding since the beginning of 1997, plus an additional 2,313,416
shares sold in a private placement on May 19, 1998 and June 1, 1998,
primarily for the purpose of acquiring WPJ, Inc.
Note - Pursuant to Rule 11-02(b)(5), the pro forma income statement presented
above excludes the non-recurring effect of the write-offs of purchased
in-process research and development costs in 1997 in the amount of
$8,467,098 which are directly attributable to the acquisitions of
Clinical MicroSystems, Inc. and Hayes Computer Systems, Inc. The income
tax benefit resulting from these write-offs is approximately
$3,176,000. Based on the weight of available evidence, a valuation
allowance in the amount of $3,176,000 has been recorded concurrently.
</FN>
</TABLE>
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