<PAGE>   1


                                   FORM 10-Q/A

                       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  September  30, 1998
                                ----------------------------
                                              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)

<TABLE>
<CAPTION>
<S>                                                                  <C>
       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)
</TABLE>

                                 (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
                                               ---        ---

                                    7,307,133
                                    ---------
   (Number of shares of common stock, $.01 par value per share, outstanding as
                              of October 15, 1998)


                                       1
<PAGE>   2


                          APACHE MEDICAL SYSTEMS, INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                                      PAGE NO.
                                                                                      --------
PART I - FINANCIAL INFORMATION
<S>                                                                                     <C>
     Item 1.  Financial Statements

              Consolidated Statements of Operations (unaudited) for the Three
                Months and Nine Months Ended September 30, 1998 and 1997                    1

              Consolidated Balance Sheets for the Nine Months Ended September
                30, 1998 (unaudited) and Year Ended December 31, 1997                       2

              Consolidated Statements of Changes in Stockholders' Equity
                (Deficit) for the Nine Months Ended September 30, 1998 (unaudited)
                and Year Ended December 31, 1997                                            3

              Consolidated Statements of Cash Flows (unaudited) for the Nine
                Months Ended September 30, 1998 and 1997                                    4

              Notes to Consolidated Financial Statements (unaudited)                      5-7

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                        7-12

PART II - OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K                                             12

Signatures                                                                                 13

Index to Exhibits                                                                          14
</TABLE>


                                       2
<PAGE>   3



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                          APACHE MEDICAL SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                             SEPTEMBER 30,                     SEPTEMBER 30,
                                                                        1998              1997            1998              1997
                                                                      --------          -------          ------            ------
                                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                               <C>                <C>              <C>               <C>
Revenue                                                            $   2,153          $   1,671        $   7,903         $   7,189

Expenses:
  Cost of goods sold                                                   1,081              1,296            2,965             4,271
  Selling, general and administrative                                  2,308              3,275            6,615            10,933
  Research and development                                               384                727            1,034             2,098
  Restructuring Charge                                                                    1,623                              1,623
  Write-off of acquired in-process
     research and development costs                                        -                  -                -             1,612
                                                                   ---------          ---------        ---------         ---------
          Total expenses                                               3,773              6,921           10,614            20,537

Loss from operations                                                  (1,620)            (5,250)          (2,711)          (13,348)

Other income (expense):
  Interest income                                                        107                229              394               694
  Interest expense                                                        (9)               (17)             (28)              (32)
  Other, net                                                               3                  -                3                10
                                                                   ---------          ---------        ---------         ---------

Net loss                                                           $  (1,519)         $  (5,038)       $  (2,342)        $ (12,676)
                                                                   =========          =========        =========         =========

Basic and diluted net loss per share                               $   (0.21)         $   (0.69)       $   (0.32)        $  (1.75)
                                                                   =========          =========        =========         =========

Weighted average number of shares used for calculation of net
per share                                                              7,292              7,258            7,292             7,247
                                                                   =========          =========        =========         =========
                                                                                                               
See accompanying Notes to Consolidated Financial Statements.                                                  

</TABLE>

                                       3
<PAGE>   4



                          APACHE MEDICAL SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,              DECEMBER 31,
                                                                                      1998                       1997
                                                                                  -------------             -------------
                                                                                              (IN THOUSANDS)
ASSETS
CURRENT ASSETS:
<S>                                                                                <C>                        <C>       
Cash and cash equivalents                                                          $    5,193                 $    5,634
Short-term investments                                                                  1,450                      5,683
Accounts receivable, net                                                                2,692                      1,235
Other trade receivables                                                                    52                         51
Prepaid expenses and other                                                                858                        405
                                                                                   ----------                 ----------
      TOTAL CURRENT ASSETS                                                             10,245                     13,008

Other trade receivables, net of current maturities                                         18                         57

Furniture and equipment                                                                 3,574                      3,355
Less accumulated depreciation and amortization                                         (2,553)                    (2,095)
                                                                                   ----------                 ----------
                                                                                        1,021                      1,260

Capitlized software development costs, net                                                352
Intangible assets, net                                                                    523                        611
                                                                                   ----------                 ----------
      TOTAL ASSETS                                                                 $   12,159                 $   14,936
                                                                                   ==========                 ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                                   $      580                 $      553
Accrued expenses                                                                        4,283                      5,580
Deferred revenue                                                                        2,212                      1,630
Current maturities of obligations under capital leases                                     18                         16
Current maturities of notes payable - other                                               163                         95
                                                                                   ----------                 ----------
      TOTAL CURRENT LIABILITIES                                                         7,256                      7,874

Deferred rent benefit                                                                      78                        117
Obligations under capital leases, net of current maturities                                33                         47
Notes payable - other, net of current maturities                                          217                         32
                                                                                   ----------                 ----------
      TOTAL LIABILITIES                                                                 7,584                      8,070

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, authorized shares, 30,000,000 at
September 30, 1998 and December 31, 1997; issued and outstanding
shares, 7,307,133 at September 30, 1998 and 7,267,756 at December 31,
1997.                                                                                      73                         73

Additional paid-in capital                                                             45,754                     45,703
Accumulated deficit                                                                   (41,252)                   (38,910)
                                                                                   ----------                 ----------
      TOTAL STOCKHOLDERS' EQUITY                                                        4,575                      6,866
                                                                                   ----------                 ----------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $   12,159                 $   14,936
                                                                                   ==========                 ==========

See accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       4
<PAGE>   5



                          APACHE MEDICAL SYSTEMS, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                COMMON STOCK           ADDITIONAL   
                                                       -----------------------------     PAID-IN       ACCUMULATED
(in thousands)                                            SHARES            AMOUNT       CAPITAL         DEFICIT         TOTAL
                                                       -------------- --------------  ------------   ---------------   -----------
<S>                                                     <C>             <C>            <C>            <C>               <C>
BALANCE, JANUARY 1, 1997, AS PREVIOUSLY REPORTED        7,238,922              72         45,325         (22,992)           22,405
Issuance of common stock options                                -               -            291               -               291
Exercise of common stock options                           10,490               -             30               -                30
Issuance of common stock under Employee Stock
Purchase Plan                                              18,344               1             57               -                58
Net loss                                                        -               -              -         (15,918)         (15,918)
                                                        ---------           -----      ---------       ---------       ----------
BALANCE AT DECEMBER 31, 1997                            7,267,756              73         45,703         (38,910)            6,866
Issuance of common stock under Employee Stock
Purchase Plan                                              39,377               -             51               -                51
Net loss                                                        -               -              -          (2,342)          (2,342)
                                                        ---------           -----      ---------       ---------       ----------
BALANCE AT SEPTEMBER  30,1998                           7,307,133           $  73      $  45,754        ($41,252)            4,575
                                                        =========           =====      =========       =========       ===========


See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       5


<PAGE>   6



                          APACHE MEDICAL SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                                                                            1998                        1997
                                                                                        ----------------------------------------
                                                                                                     (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                       <C>                        <C>
  Net loss                                                                                $ (2,342)                  $  (12,676)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
      Depreciation and amortization                                                            570                          797
      Provision for doubtful accounts                                                           30                          570
      Stock options issued                                                                       -                           67
      Write-off of acquired in-process research and development costs                            -                        1,612
      Write-off of product development costs                                                     -                          620
      Write-off of intangible assets                                                             -                          436
      Cost of acquisition                                                                        -                          732
      Changes in operating assets and liabilities:
           Accounts receivable                                                              (1,487)                         510
           Other trade receivables                                                              38                          174
           Other current assets                                                               (453)                        (181)
           Intangible assets                                                                     -                          (35)
           Accounts payable and accrued expenses                                            (1,270)                         547
           Deferred rent                                                                       (39)                         (29)
           Deferred revenue                                                                    581                          484
                                                                                          --------                   ----------

       NET CASH USED IN OPERATING ACTIVITIES                                                (4,372)                      (6,372)

CASH FLOWS FROM INVESTING ACTIVITIES

  Capitalized software development costs                                                      (374)                        (308)
  Purchase of furniture and equipment                                                         (220)                        (493)
  Purchase acquisitions                                                                          -                       (2,915)
  Decrease (increase) in short-term investments                                              4,233                       (4,923)
                                                                                          --------                   ----------
       NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES                                 3,639                       (8,639)

CASH FLOWS FROM FINANCING ACTIVITIES

  Principal payments on capital lease obligations                                              (12)                         (64)
  Principal payments on borrowings                                                            (138)                        (225)
  Proceeds from issuance of notes payable                                                      391                           20
  Proceeds from issuance of common stock under employee stock purchase plan                     51                            -
  Proceeds from issuance of common stock upon exercise of options                                                            73
                                                                                          --------                   ----------
       NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES                                   292                         (196)
                                                                                          --------                   ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                     (441)                     (15,207)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                             5,634                       20,928
                                                                                          --------                   ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $  5,193                   $    5,721
                                                                                          ========                   ==========

SUPPLEMENTAL INFORMATION:
  Cash payments for interest                                                              $     30                   $       31
                                                                                          ========                   ==========

See accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       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, 1997 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 requiring production activities both
before and subsequent to delivery is recognized by the percentage-of-completion
method using significant milestones to estimate progress toward completion.
Sales of other systems and products are recognized at delivery. 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

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income" and
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 130 is currently effective and does not have a material impact on the
Company. SFAS No. 131 becomes effective for the Company's 1998 financial
statements. The Company has evaluated SFAS No. 131 and determined there is no
impact on its reporting and disclosure requirements.

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 15, 1997. The AICPA has also issued Statement of Position 98-4
"Deferral of the Effective Date of a Provision of SOP 97-2, Software Revenue
Recognition" ("SOP 98-4"). The Company has adopted SOP 97-2 and SOP 98-4. The
changes contained therein do not have a material financial impact on the
Company.

In February 1997, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Post Retirement Benefits." The Company will adopt the
disclosure requirements for the year ending December 31, 1998 and does not
expect it will have a material financial impact on the Company.

4.    STOCKHOLDERS' EQUITY

Stock Options


                                       7
<PAGE>   8
On January 2, 1998, the Board of Directors authorized a repricing program which
allowed active current employees to reprice all their outstanding options to
purchase Common Stock of the Company for a like number of shares at an exercise
price of $2 per share. Options to purchase approximately 480,044 shares of
Common Stock were repriced. Stock options that have been repriced may not be
exercised until July 2, 1998. The vesting schedule will be as follows: 20% would
vest immediately for employees with the Company for at least one year; 20% would
vest on each anniversary over the next five years; and for employees with the
Company less than one year, options will vest ratably over five years from the
date of grant.

On January 2, 1998, the Board of Directors authorized a repricing of stock
options to a Financial Advisor. Options to purchase approximately 22,029 shares
of Common Stock granted were cancelled and newly issued at $2.00 per share and
vest immediately as of January 2, 1998.

Effective January 28, 1998, the Board of Directors granted an aggregate of
156,000 performance-based incentive stock options to twelve members of the
Company's senior staff. The exercise price of these options is equal to the fair
market value of the Company's Common Stock on January 28, 1998 or $1.28 per
share. The options will vest on a quarterly basis, based upon the Company's
realization of the 1998 operating budget. The options will vest on January 28,
2003, regardless of whether the 1998 performance criteria have been satisfied,
if the employee remains employed by the Company at that time.

On July 1, 1998, the Board of Directors granted 500,000 incentive stock options
to Peter Gladkin, President and Chief Executive Officer of the Company. The
exercise price of these options is $2.51 per share. The vesting schedule will be
fixed over the next 5 years. Vesting may be accelerated if certain performance
targets are satisfied during the 5-year period.

Effective July 1, 1998, the Board of Directors granted an aggregate of 20,000
incentive stock options to employees of the Company who have been with the
Company at least one year. The exercise price of these options is $2.00 per
share. The options will vest ratably over five years from the date of grant.

On September 14, 1998, the Board of Directors granted 50,000 incentive stock
options to an officer of the Company. The exercise price of these options is
$1.22 per share. The vesting schedule will be fixed over the next 5 years.
Vesting may be accelerated if certain performance targets are satisfied during
the 5-year period.

5.   RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE- AND
     NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1998

The next generation of the Company's Critical Care Series product ("CCS")
reached technological feasibility during March of 1998. FASB No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed"
requires that the cost of software development be capitalized once the product
reaches technological feasibility. As a result of an internal review, initiated
by senior management, the Company found that these costs continued to be
expensed during the second and third quarters of 1998. Accordingly, the software
development costs of $177,000 and $197,000 for the second and third quarters,
respectively, have been capitalized. The related amortization expense, $6,000
and $16,000, respectively, has also been recorded.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

On June 2, 1997, the Company acquired all of the common stock of National Health
Advisors, Ltd. ("NHA") in exchange for 367,564 shares of the Company's Common
Stock. NHA is a healthcare management consulting firm focused on strategy and
management support services for progressive healthcare organizations and
networks. The merger was accounted for as a pooling-of-interests. Accordingly,
the Company's financial statements were previously restated to include the
results of NHA for all periods presented.

REVENUE. Revenue for the quarter ended September 30, 1998 increased 29% to $2.2
million from $1.7 million in the prior year period. Revenue for the nine months
ended September 30, 1998 increased 10% to $7.9 million from $7.2 million in the
prior year period. This increase is related to an increase in revenue from sales
of its CCS product made during 1998 compared to the prior year when systems
revenue was nominal as the Company developed its CCS product.

COST OF GOODS SOLD. Cost of goods sold for the quarter ended September 30, 1998
decreased 16% to $1.1 million from $1.3 



                                       8
<PAGE>   9
million in the prior year period. Cost of goods sold for the nine months ended
September 30, 1998 decreased 30% to $3.0 million from $4.3 million in the prior
year period. This decrease from the prior year was due to decreases in staffing
requirements, and third party license fees for systems and related products;
services that the Company has discontinued or postponed; the development of
certain other products; and the decision to focus primarily on products for
critical care patients, which resulted in the Company's restructuring charge of
$1.6 million during the third quarter of 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the quarter ended September 30, 1998 decreased 30% to $2.3 million
from $3.3 million in the prior year period. Selling, general and administrative
expenses for the nine months ended September 30, 1998 decreased 39% to $6.6
million from $10.9 million in the prior year period. This was due primarily to a
decrease in overhead costs associated with the Company's restructuring during
the third quarter of 1997.

RESEARCH AND DEVELOPMENT. Research and development expenses for the quarter
ended September 30, 1998 decreased 47% to $384,000 from $727,000 in the prior
year period. Research and development expenses for the nine months ended
September 30, 1998 decreased 51% to $1.0 million from $2.1 million in the prior
year period. The decrease was due primarily to a decrease in staffing
requirements related to the development of new products and services that the
Company has discontinued or postponed as a result of the Company's restructuring
during the third quarter of 1997. During the nine months ended September 30,
1998, capitalized software development costs were $374,000, compared to $308,000
in the prior year period.

SALE OF ASSETS AND WRITE-OFF OF ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT
COSTS. During the quarter, the Company sold its CardioMac assets to Intelligent
Business Solutions, Inc. The sale had no material impact on the financial
statements of the Company. The Company had acquired the assets of CardioMac, a
point-of-care data collection and reporting tool for the cardiac catheterization
laboratory and cardiovascular operating room, from 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, in January 1997. At the time of the
acquisition, the Company recorded a non-recurring charge resulting from the
write-off of the acquired in-process research and development costs. This charge
totaled $1.1 million.

In June 1997, the Company purchased a neonatal database from the Vermont-Oxford
Network, Inc. In connection with the acquisition, the Company recorded a
one-time charge related to in-process research and development costs of
approximately $500,000.

OTHER INCOME (EXPENSE). Other income (expense) decreased from $212,000 for the
quarter ended September 30, 1997 to $101,000 for the quarter ended September 30,
1998. Other income (expense) decreased from $672,000 for the nine months ended
September 30, 1997 to $369,000 for the nine months ended September 30, 1998. The
decrease is due to a decrease in interest income as a result of a reduction in
cash.

YEAR 2000 READINESS. The Year 2000 computer problem originated from programmers
writing software code that used two digits instead of four to represent the
year. After December 31, 1999, computers and software may incorrectly assume
that the year is "1900" rather than "2000." This could lead to system failures
and disruptions to activities and operations. In addition, the Year 2000 is a
leap year, which may further exacerbate incorrect calculations, functions or
system failures. At this time it is difficult to predict the effects such
disruptions could have and the liabilities that any company may face as a result
of these failures. Moreover, companies must not only consider their own products
and computer systems, but also the Year 2000 readiness of any third parties,
including principal vendors. The Company has identified the following five
phases to describe its process of achieving Year 2000 readiness: awareness,
assessment, renovation, validation and implementation.

State of Readiness

The Company became aware in early 1997 of its potential Year 2000 issues and
established a Year 2000 team with outside consultants to assess its Year 2000
issues and develop an overall strategy. In 1997, the Company began an assessment
of its products, and its own information technology ("IT") and non-IT systems
and the Company's vendors to determine whether they are or will be Year 2000
ready. To ensure that the IT and non-IT systems are, or will be, Year 2000
ready, surveys of the Company's products, services and systems were conducted.
These included but were not limited to: audits and analyses of the Company's
internal IT systems including hardware and software; assessment of critical
non-IT systems, including real estate and other embedded technologies; and
surveys of principal vendors as to Year 2000 readiness. The Company identified
several internal IT and non-IT systems that were not Year 2000 ready. These
internal systems have either been replaced with Year 2000 ready systems or will
be upgraded to the Year 2000 ready product. All internal system upgrades are
expected to be completed by the third quarter of 1999. The Company has received
written assurances from material principal vendors as to Year 2000 readiness
within that timeframe.


                                       9
<PAGE>   10
The majority of the Company's efforts regarding Year 2000 readiness focused on
the Company's products, including software applications, operating systems,
relational database management systems, tools and utilities sold to clients. The
assessments indicated that the version of the Company's Medical Cost Management
Program ("MCMP") product, an application using UNIX based terminals/clients and
UNIX based servers requiring stand alone equipment, its operating system,
database releases and relational database management systems, that was sold to
customers prior to 1998, was not Year 2000 ready. The Company accordingly, has
focused its attention on its next generation CCS product (for which the Company
has taken orders in 1997). The Company believes the application, operating
systems and relational database management system release, tools and utilities
are Year 2000 ready. The CCS product also includes new features and
enhancements. The CCS product operates on a PC based client/UNIX server
platform, supporting Windows 95. The Company is now performing renovation and
validation activities on modules of the CCS product as they are being developed
and has begun to implement completed modules into the CCS product.

The assessment is complete for two other software applications that the Company
sold to clients. The Company is presently renovating and validating its Acute
Care Voyager+ product and HIV Manager product. The renovation and validation of
these products is scheduled to be completed in January 1999 and implementation
will begin in the first quarter of 1999.

Other software applications products sold by the Company are presently in the
assessment phase. The assessments of these products will be completed by
December 1998. Upon the completion of these assessments, an action plan will be
created for the renovation, validation, and implementation of changes to deliver
Year 2000 ready products by late 1999.

As an integral part of the Company's assessment, independent consulting firms
have been hired to provide additional testing and validation of the Company's
Year 2000 readiness of its software products currently being sold to its
customers. The goals and objectives of this assessment are to: validate that
software and hardware is Year 2000 ready; ensure that applications accurately
store and calculate information based on date fields which contain dates before
and after the Year 2000; ensure that communications software and hardware is
Year 2000 ready; ensure that appropriate stored and archived data will be
consistent with Year 2000 certified software; and engineer a test facility that
will be available to the Company's personnel, as well as its customers, to
verify that such certified systems are in fact Year 2000 ready. This additional
validation and testing has two phases. The first phase, consisting of
reassessment and renovation started during the third quarter of 1998, is
currently on schedule and in process. The second phase will repeat the process
of ongoing assessment, renovation of problems, and validation of corrections.
Validation of Year 2000 readiness will be completed during the first quarter of
1999.

Costs to Address Year 2000 Issues

The calculation of costs incurred has been limited to costs to bring the
Company's products, and its own IT and non-IT systems to Year 2000 readiness or
to accelerate replacement systems to become Year 2000 ready. Costs incurred in
the normal maintenance of the Company's IT and non-IT systems are not included.
The Company estimates it has incurred approximately $800,000 to date for Year
2000 assessment, renovation, validation, and implementation and accelerated
development costs, and that total costs through implementation will be
approximately $1.1 million.

Risks of the Company's Year 2000 Issues

As the existing MCMP product operating system and relational database management
system releases could not be confirmed Year 2000 ready, the Company has decided
not to support the MCMP product beyond October 1999. The Company has offered
existing clients the ability to migrate to the new CCS product during the next
year on favorable terms. A majority of the clients using the old UNIX version of
the MCMP product have previously indicated an intent to migrate to the new CCS
product. A few have indicated that they intend to discontinue use of the
existing product completely, and, like many participants in the healthcare
industry, several are still assessing their systems and migration options. The
Company has entered into an agreement with a vendor to perform additional
migration activities. Provided sufficient migration contracts are executed in
the fourth quarter of 1998 and first quarter of 1999, the use of existing
company resources augmented by this third party vendor are expected to provide
sufficient resources to enable essential migration activities to be completed by
October 1999. The favorable terms and migration services offered to customers to
encourage migration to the new CCS product are not expected to have a material
impact on the Company's future operating results or financial position. Because
the Company is not yet aware of the plans of customers who have not yet accepted
the Company's terms for migration to the new CCS product, the Company is not yet
able to fully evaluate the impact of Year 2000 issues associated with the UNIX
version of the MCMP product. If a majority of existing customers do not in fact
migrate to the new CCS product, this would have a material adverse effect on the
financial position, results of operations, and liquidity of the Company. Due to
the uncertain nature of Year 2000 issues and their impact on the industry, the
outcome cannot be predicted at this time. This 


                                       10
<PAGE>   11
uncertainty should be resolved and clarified by the fourth quarter of 1999.

Company's Contingency Plans

At the current time, the Company anticipates that essential products and IT and
non-IT systems will be validated as Year 2000 ready in all material respects.
This belief is based on the progress to date and the assessed degree of
difficulty associated with the remaining phases to achieve Year 2000 readiness,
the representations made by vendors and, where possible, testing. There can be
no assurance, however, of complete Year 2000 readiness. Contingency plans are
under development and the Company anticipates that acceptable alternatives will
be available in the event that a contingency arises. These contingency plans
generally anticipate use of alternative vendors for hardware and operating
systems. Nonetheless, it is not possible for the Company to fully assess the
likelihood or magnitude of consequences of Year 2000 issues, should
representations made by vendors prove to be in error.

Year 2000 Information and Readiness Disclosure Act

This section captioned "Year 2000 Readiness," as well as other statements herein
or otherwise relating to the Year 2000 issues, are "Year 2000 Readiness
Disclosures" pursuant to the "Year 2000 Information and Readiness Disclosure
Act."

LIQUIDITY AND CAPITAL RESOURCES

Cash and short-term investments were $6.6 million as of September 30, 1998
compared to $11.3 million as of December 31, 1997.

In April 1997, the Company entered into a secured revolving line of credit from
Crestar Bank providing for a borrowing capacity of $2.0 million. Borrowings bear
interest at a fluctuating rate equal to the Bank's prime rate plus 0.25%. The
Company also pays an annual fee on the total borrowing capacity of $2.0 million
at a rate of 0.75% per annum. Borrowings are collateralized by the Company's
accounts receivable and all other uncommitted assets. The line of credit expired
on May 31, 1998.

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 1998. Through September 30, 1998, the Company has incurred
cumulative net operating losses of approximately $41.2 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.

The Company does not believe the impact of inflation has significantly affected
the Company's operations.

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 1998 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
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 


                                       11
<PAGE>   12
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.

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits. The following Exhibits are filed herewith and made a part hereof:

<TABLE>
<CAPTION>
Exhibit Number           Description
------------------------------------
<S>                      <C>                                        
11.1                     Computation of Earnings (Loss) Per Share

27.1                     Financial Data Schedule
</TABLE>

(b)      Reports on Form 8-K

     The Company has not filed any reports on Form 8-K during the quarterly
period ended September 30, 1998.


                                       12
<PAGE>   13



                                   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.

                                                    APACHE MEDICAL SYSTEMS, INC.

<TABLE>
<CAPTION>
<S>                                                 <C> 
Date: January 22, 1999                              /s/Peter Gladkin
----------------------                              ----------------
                                                    Peter Gladkin
                                                    President and Chief Executive Officer
                                                    (Duly Authorized Officer and Chief
                                                    Financial Officer and Accounting Officer)

</TABLE>


                                       13
<PAGE>   14




                                INDEX TO EXHIBTS

<TABLE>
<CAPTION>
Exhibit Number      Description
-------------------------------
<S>                 <C>                                     
11.1                Computation of Earnings (Loss) Per Share

27.1                Financial Data Schedule
</TABLE>


                                       14