EX-99.1 2 a2050608zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION
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Exhibit 99.1

Total eMed, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

 
  March 31,
2000

  December 31,
1999

 
 
  (unaudited)

   
 
ASSETS  
CURRENT ASSETS:              
  Cash and cash equivalents   $ 1,637   $ 3,150  
  Short-term investments     9,986     12,852  
  Accounts receivable, net of allowance for doubtful accounts of $302 as of March 31, 2000 and $265 as of December 31, 1999     1,527     1,312  
  Interest and other receivables     286     303  
  Other current assets     41     88  
   
 
 
    Total current assets     13,477     17,705  
   
 
 
PROPERTY AND EQUIPMENT, net     4,786     4,201  
OTHER NONCURRENT ASSETS:              
  Intangible assets     1,863     1,934  
  Deposits     43     42  
   
 
 
    Total other noncurrent assets     1,906     1,976  
   
 
 
      Total assets   $ 20,169   $ 23,882  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY  
CURRENT LIABILITIES:              
  Accounts payable   $ 424   $ 844  
  Accrued payroll and related liabilities     762     814  
  Accrued sales taxes     250     250  
  Current portion of capital lease obligations     5     5  
  Other current liabilities     120     83  
   
 
 
    Total current liabilities     1,561     1,996  
   
 
 
LONG-TERM LIABILITIES:              
  Long-term portion of capital lease obligation     16     17  
   
 
 
      Total liabilities     1,577     2,013  
   
 
 
COMMITMENTS AND CONTINGENCIES              
REDEEMABLE SERIES A CONVERTIBLE PREFERRED STOCK,
$0.001 par value, 435,200 shares authorized, issued and outstanding (redemption value of $12,349,525 including accrued dividends at January 1, 2003)
    6,362     5,817  
   
 
 
STOCKHOLDERS' EQUITY:              
  Common stock, $0.0002 par value, 20,000,000 shares authorized, 2,747,790 shares issued and outstanding at March 31, 2000, 50,000 shares subscribed at March 31, 2000     1     1  
  Series B preferred stock, $0.001 par value, 14,000 shares authorized, issued and outstanding at March 31, 2000     13,772     13,772  
  Series C preferred stock, $0.001 par value, 12,000 shares authorized, issued and outstanding at March 31, 2000     11,772     11,772  
  Additional paid-in capital     260     260  
  Stock receivables         (259 )
  Accumulated deficit     (13,575 )   (9,494 )
   
 
 
    Total stockholders' equity     12,230     16,052  
   
 
 
      Total liabilities, redeemable preferred stock and stockholders' equity   $ 20,169   $ 23,882  
   
 
 

See accompanying notes to consolidated financial statements.

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Total eMed, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

for the three months ended March 31, 2000 and 1999

(in thousands)

 
  March 31,
2000

  March 31
1999

 
 
  (unaudited)

  (unaudited)

 
REVENUES   2,101   409  
OPERATING EXPENSES:          
  Cost of revenues   3,318   657  
  Selling, general and administrative   2,020   400  
  Depreciation and amortization   460   67  
   
 
 
    Total operating expenses   5,798   1,124  
   
 
 
    Operating loss   (3,697 ) (715 )
OTHER INCOME (EXPENSE):          
  Interest income   139   5  
  Other, net   22    
   
 
 
    Total other income (expense)   161   5  

NET LOSS

 

(3,536

)

(710

)
PREFERRED STOCK ACCRETION   (545 )  
   
 
 
NET LOSS APPLICABLE TO COMMON STOCK   (4,081 ) (710 )
   
 
 

See accompanying notes to consolidated financial statements.

2


Total eMed, Inc. and Subsidiaries

Consensed Consolidated Statements of Cash Flows

for the three months ended March 31, 2000 and 1999

(in thousands)

 
  March 31,
2000

  March 31,
1999

 
 
  (unaudited)

  (unaudited)

 
CASH FLOWS FROM OPERATING ACTIVITIES:              
  Net loss   $ (3,536 ) $ (710 )
  Adjustments to reconcile net loss to net cash used in operating activities:              
    Depreciation and amortization     460     67  
    Loss (gain) on disposal of property and equipment     (22 )    
    Changes in operating assets and liabilities, excluding effects of acquisitions              
      Accounts receivable     (215 )   (197 )
      Interest and other receivables     17     (8 )
      Other current assets     47     17  
      Other noncurrent assets     (1 )    
      Accounts payable     (420 )   124  
      Accrued payroll and related liabilities     (52 )   180  
      Other current liabilities     37     478  
   
 
 
        Net cash used in operating activities     (3,685 )   (49 )

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 
  Purchases of property and equipment     (952 )   (758 )
  Acquisition of assets, net of cash         (800 )
  Short-term investments, net     2,865      
   
 
 
        Net cash used in investing activities     1,913     (1,558 )

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 
  Proceeds from sale of preferred stock         25,545  
  Proceeds from stock receivables     260      
  Payment on capital lease obligations     (1 )   (1 )
   
 
 
        Net cash provided by financing activities     259     25,544  

NET CHANGE IN CASH

 

 

(1,513

)

 

23,937

 

CASH, at beginning of period

 

 

3,150

 

 

1,826

 
CASH, at end of period     1,637     25,763  
   
 
 
SUPPLEMENTAL NON-CASH INFORMATION              
  Assets acquired in acquisitions through assumption of liabilities       $ 10  

See accompanying notes to consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

(in thousands, except share and per share data) (unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

    Total eMed, Inc. (the "Company") is a Delaware corporation formed on December 31, 1999. The Company is the accounting successor to Network Health Services, Inc., which was formed and began operations on March 4, 1998. The Company was formed as part of a corporate reorganization in which all stockholders of Network Health Services, Inc. exchanged all of their shares of Network Health Services, Inc. for all of the shares of the Company. The Company is a medical records solution company, which provides medical record transcription and related services to healthcare providers practicing in outpatient settings. The Company receives medical dictation in digital format from subscribing physicians, transcribes the dictation into text format, stores specific data elements from the records, then transmits the completed medical record to the originating physician in the prescribed format. As of December 31, 1999, the Company employed medical transcriptionists located in 35 states and provides transcription services to numerous outpatient clinics located in eight states. The market for the Company's services, which incorporate telecommunications technology, is characterized by risk and uncertainty as a result of emerging competition, rapidly evolving technology and concentration primarily in the outpatient healthcare industry. Consequently, the Company is exposed to both technological risks and concentration risk related to the Company's ability to collect the amounts due from customers as a result of economic fluctuations in the general economy and the outpatient healthcare industry.

BASIS OF PRESENTATION

    Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted under the Securities and Exchange Commission's rules and regulations. The unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company's audited Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission.

PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the financial statements of Total eMed, Inc. and its wholly-owned subsidiaries: Total eMed of Tennessee, Inc., Total eMed Financing Co., Inc. and Total eMed Leasing Co., LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

(2) INTANGIBLE ASSETS

    Intangible assets, net of accumulated amortization, consists of the following:

 
  March 31,
2000

  December 31, 1999
Goodwill   $ 995   $ 1,006
Client lists     353     330
Workforce lists     325     386
Non-compete agreements     190     212
   
 
    $ 1,863   $ 1,934
   
 

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(3) PROPERTY AND EQUIPMENT

    Property and equipment consists of the following:

 
  March 31,
2000

  December 31, 1999
 
Leased equipment   $ 28   $ 28  
Leasehold improvements     36     33  
Furniture and equipment     383     361  
Computer equipment and software     5,531     4,570  
   
 
 
Less: accumulated depreciation and amortization     (1,192 )   (791 )
   
 
 
Net property and equipment   $ 4,786   $ 4,201  
   
 
 

(4) SUBSEQUENT EVENTS

    On April 4, 2000, MedQuist Transcriptions, LTD. filed a suit in the Delaware Court of Chancery, MEDQUIST TRANSCRIPTIONS, LTD. V. JOHN H. DAYANI, TOTAL EMED, INC. AND MEDICALOGIC, INC. against Dr. John H. Dayani, Total eMed, Inc. and MedicaLogic, Inc. MedQuist alleging that Total eMed misappropriated its trade secrets through Dr. Dayani, the founder of Total eMed and a former director and employee of MedQuist. This suit was related to other litigation between MedQuist and Dr. Dayani.

    MedQuist sought to enjoin Total eMed and MedicaLogic from taking any action to consummate the MedicaLogic/Total eMed merger, and sought to enjoin MedicaLogic and Total eMed from aiding and abetting Dr. Dayani's alleged breach of his fiduciary duties and the further dissemination or misappropriation of MedQuist's trade secrets. On April 18, 2000, the court denied Medquist's motion for expedited consideration of its request for a preliminary injunction, and on May 2, 2000 this suit was voluntarily dismissed without prejudice.

    In May 2000, MedicaLogic, Inc. completed its acquisition of the Company, issuing approximately 7,450,000 shares of Medicalogic, Inc. common stock and assuming appoximately 550,000 options in a transaction valued at approximately $343.8 million.

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Total eMed, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share and per share data)
Total eMed, Inc. and Subsidiaries Condensed Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999 (in thousands)
Total eMed, Inc. and Subsidiaries Consensed Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 (in thousands)
Notes to Condensed Consolidated Financial Statements (in thousands, except share and per share data) (unaudited)