-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VQe0HCmNx8i4B4KT584pmFYwfCKfRcJTMFvx/esgjLrbOu/1tQ7NDcufbkS8KeVK UqMRwsaPg+IaaJ5u+hkhXg== 0001021408-01-502945.txt : 20010703 0001021408-01-502945.hdr.sgml : 20010703 ACCESSION NUMBER: 0001021408-01-502945 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20010501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROXYMED INC /FT LAUDERDALE/ CENTRAL INDEX KEY: 0000906337 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 650202059 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-22052 FILM NUMBER: 1673551 BUSINESS ADDRESS: STREET 1: 2555 DAVIE ROAD STREET 2: SUITE 110 CITY: FORT LAUDERDALE STATE: FL ZIP: 33317-7424 BUSINESS PHONE: 9544731001 MAIL ADDRESS: STREET 1: 2555 DAVIE ROAD STREET 2: SUITE 110 CITY: FT LAUDERDALE STATE: FL ZIP: 33317 FORMER COMPANY: FORMER CONFORMED NAME: HMO PHARMACY INC DATE OF NAME CHANGE: 19930601 8-K/A 1 d8ka.txt FORM 8-K/A 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 1, 2001 ----------- 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 -------------- Introduction. Item 2 is amended to adjust the amount of goodwill recorded in this purchase transaction, which had been previously estimated. Exhibits 2.2 and 2.3 are included herein as required by Item 7(a). Exhibits 99.1, 99.2 and 99.3 are included herein as required by Item 7(b). Item 2. Acquisition or Disposition of Assets (Amended). On May 1, 2001, the Company acquired substantially all of the assets and the business of MDP Corporation ("MDP"), a privately-owned Atlanta-based electronic claim clearinghouse and patient statement processor for $10 million cash. The transaction required that ProxyMed pay $3 million at closing and execute a $7 million promissory note payable in 12 months. Interest on this note is payable monthly at 7% simple interest. The note is collateralized by the assets of MDP. The acquisition is being accounted for as a purchase, and resulted in goodwill of approximately $9.6 million, which includes approximately $50,000 in closing costs. Item 7. Financial Statements and Exhibits (Amended). (a) The audited financial statements of MDP Corporation required by Item 7(a), including the balance sheet as of December 31, 2000 and the statements of operations cash flows for the year ended December 31, 2000, are included as Exhibit 2.2 to this Form 8-K/A. Additionally, the unaudited balance sheet of MDP Corporation as of March 31, 2001, and the unaudited statements of operations and cash flows of MDP Corporation for the three months ended March 31, 2001, are included as Exhibit 2.3 to this Form 8-K/A. The unaudited financial information as of March 31, 2001 reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period presented. (b) The pro forma financial information required by Item 7(b) are included as Exhibits 99.1, 99.2 and 99.3 to this Form 8-K/A. The pro forma financial information as of and for the three months ended March 31, 2001, and for the year ended December 31, 2000, have been derived from the financial statements of ProxyMed, Inc. and MDP Corporation. The pro forma information consists of the following: a pro forma combined balance sheet as of March 31, 2001 (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, 2000 (the Company's most recent fiscal year); and a pro forma combined statement of operations for the three months ended March 31, 2001 (the period covering the 2 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 2.1 - Asset Purchase Agreement dated April 23, 2001 between ProxyMed, Inc. and MDP Corporation.(1) Exhibit 2.2 - Audited Financial Statements for MDP Corporation as of December 31, 2000 and for the year ended December 31, 2000. Exhibit 2.3 - Unaudited Financial Statements for MDP Corporation as of and for the three months ended March 31, 2001. Exhibit 99.1 - Pro forma Combined Balance Sheet of ProxyMed, Inc. and MDP Corporation as of March 31, 2001. Exhibit 99.2 - Pro forma Combined Statement of Operations of ProxyMed, Inc. and MDP Corporation for the year ended December 31, 2000. Exhibit 99.3 - Pro forma Combined Statement of Operations of ProxyMed, Inc. and MDP Corporation for the three months ended March 31, 2001. (1) Previously filed. 3 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 2, 2001 /s/ Judson E. Schmid ------------ -------------------- Judson E. Schmid, Executive Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION -------------- ------------ 2.1 Asset Purchase Agreement dated April 23, 2001 between ProxyMed, Inc. and MDP Corporation.(1) 2.2 Audited Financial Statements for MDP Corporation as of December 31, 2000 and for the year ended December 31, 2000. 2.3 Unaudited Financial Statements for MDP Corporation as of and for the three months ended March 31, 2001. 99.1 Pro forma Combined Balance Sheet of ProxyMed, Inc. and MDP Corporation as of March 31, 2001. 99.2 Pro forma Combined Statement of Operations of ProxyMed, Inc. and MDP Corporation for the year ended December 31, 2000. 99.3 Pro forma Combined Statement of Operations of ProxyMed, Inc. and MDP Corporation for the three months ended March 31, 2001. (1) Previously filed 5 EX-2.2 2 dex22.txt AUDITED FINANCIAL STATEMENTS FOR MDP Exhibit 2.2 MDP CORPORATION FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2000 Independent Auditor's Report To the Shareholder of MDP Corporation: We have audited the accompanying balance sheet of MDP Corporation as of December 31, 2000 and the related statements of operations, stockholder's equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. Except as discussed in the following paragraph, we conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not observe the taking of the physical inventories of prepaid expenses at December 31, 2000 (stated at $48,517) since those dates were prior to the time we were initially engaged as auditors for the Company. We were unable to satisfy ourselves about inventory quantities by means of other auditing procedures. In our opinion, except for the effects of such adjustments, if any, as might have been determined necessary had we been able to observe the physical inventories taken as of December 31, 2000, the financial statements referred to above present fairly, in all material respects, the financial position of MDP Corporation at December 31, 2000 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Pate, Cerqueda, Morgan & Gault, LLP June 26, 2001 Marietta, GA MDP CORPORATION BALANCE SHEET DECEMBER 31, 2000 ASSETS Current assets Cash $ 146,293 Accounts receivable, net of $15,300 allowance 679,374 Inventories 53,505 Prepaid expenses 241,364 ---------- Total current assets 1,120,536 Property and equipment, Net 281,545 Other assets Deposits 5,750 Employee loan 17,000 ---------- Total other assets 22,750 ---------- TOTAL ASSETS $1,424,831 ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Current portion of long term debt $ 23,387 Accounts payable 335,250 Employee withholdings 13,200 Accrued liabilities 61,917 Customer postage deposits 164,863 ---------- Total current liabilities 598,617 Long term liabilities Note payable 180,739 Installment note 45,888 ---------- Total long term liabilities 226,627 ---------- Total liabilities 825,244 Stockholder's equity Common stock, $1 par value, 100,000 authorized shares, 1 share issued and outstanding 1 Additional paid in capital 819,199 Retained deficit (219,613) ---------- Total stockholder's equity 599,587 ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $1,424,831 ==========
The accompanying notes are an integral part of the financial statements MDP CORPORATION STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2000 Revenue $6,407,395 Cost of sales 4,536,405 ---------- Gross profit 1,870,990 Operating expenses 1,443,171 ---------- Income from operations 427,819 Other expenses Interest expense 23,984 Depreciation and amortization 94,243 ---------- Total other expenses 118,227 ---------- Net income $ 309,592 ========== The accompanying notes are an integral part of the financial statements MDP CORPORATION STOCKHOLDER'S EQUITY YEAR ENDED DECEMBER 31, 2000
Common Stock -------------------------- Number of Additional Accumulated Shares Par Value paid-in capital Deficit Total ------ --------- --------------- ------- ----- Balances, January 1, 2000 1 $ 1 $ 819,199 $ (423,783) $ 395,417 Stockholder Distributions (105,422) (105,422) Current Net Income 309,592 309,592 ------- --------- --------------- ----------- ----------- Balances, December 31, 2000 1 $ 1 $ 819,199 $ (219,613) $ 599,587 ======= ========= =============== =========== ===========
The accompanying notes are an integral part of the financial statements MDP CORPORATION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 309,592 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 94,243 Gain on sale of fixed assets (3,280) Change in operating assets and liabilities: Increase in accounts receivable (26,247) Increase in inventory (13,505) Increase in prepaid postage (230,935) Decrease in other assets 29,836 Increase in accounts payable and accrued expenses 120,117 Increase in customer postage deposits 6,588 --------- Net cash provided by operating activities 286,409 --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (80,488) Proceeds from sale of equipment 6,000 --------- Net cash used by investing activities (74,488) --------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of notes payable (21,362) Stockholder distributions (105,422) --------- Net cash used by financing activities (126,784) --------- Net increase in cash and cash equivalents 85,137 Cash and cash equivalents at beginning of year 61,156 --------- Cash and cash equivalents at end of year $ 146,293 ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year: Interest $ 12,143 ========= The accompanying notes are an integral part of the financial statements MDP CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 1. NATURE OF OPERATIONS MDP Corporation ("MDP" or "the Company") was incorporated in 1992 as a medical claims and patient statement processor for medical professionals primarily in the eastern and southeastern United States. MDP's services are provided from its operating facility located in Atlanta, Georgia. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition - ------------------- Revenues from the processing of medical claims and patient statements are recorded in the period the services are preformed. Cost of Sales - ------------- The cost of processing electronic claims and patient statements includes postage, supplies, certain communication costs, and certain per unit maintenance charges related to the production equipment used in the processing of patient statements. Cash Equivalents - ---------------- MDP considers all highly liquid instruments with maturities of three months or less to be cash equivalents. Inventory - --------- Inventories consist principally of supplies to be used in the processing of patient statements and are stated at the lower of cost or market (first-in, first-out method). Prepaid Postage - --------------- MDP typically utilizes bulk rate and first-class pre-sorted postage rates in customer mailings. From time-to-time, the company may make advance payments to the post office for this postage. Customer Postage Deposits - ------------------------- The company occasionally requires a postage deposit for those customers who contract for patient statement processing services. Upon contract termination, these deposits are used to offset any unpaid amounts due to MDP. Advertising - ----------- Advertising costs are expensed during the year in which they are incurred. Advertising expense for the year ended December 31, 2000 amounted to $42,248. 7 MDP CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 Income Taxes - ------------ The Company with the consent of its sole stockholder has elected to be taxed as an S corporation under the Internal Revenue Code. Instead of paying corporate income taxes, the stockholder is taxed individually on their share of the taxable income. No provision for Federal income taxes has been included in these combined financial statements. Fair Value of Financial Instruments - ----------------------------------- The company evaluates the fair value of its financial instruments based on the current interest rate environment and current pricing of debt instruments with comparable terms. The carrying of debt and other financial instruments are considered to approximate fair value. Estimates - --------- The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. SUBSEQUENT EVENT On May 1, 2001, substantially all of the Company's assets were sold to ProxyMed, Inc., a publicly traded healthcare transaction processing service company, for $10 million. The purchase price consisted of $3 million cash paid to MDP at closing and a $7 million promissory note receivable on May 1, 2002. The note bears simple interest at 7% and is due monthly. In accordance with the sale, MDP paid ProxyMed approximately $130,000 in June 2001 to satisfy a working capital shortfall based on the amount of accounts receivable, accounts payable, and accrued expenses at the closing date. 4. CONCENTRATION OF CREDIT RISK The company maintains cash balances at a financial institution. At December 31, 2000, the Company's uninsured cash balance (in excess of the federal Deposit Insurance Corporation insured limit of $100,000) totaled $149,664. MDP CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 5. PROPERTY AND EQUIPMENT All property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of the related lease or the estimated useful life of the asset. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred while renewals and betterments are capitalized and depreciated. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts, and the resulting gain or loss included in the results of operations. Examination for obsolete, damaged and impaired fixed assets is periodically reviewed by management. All property and equipment are recorded at cost and are depreciated using the straight line method. At December 31, 2000 property and equipment consisted of the following: Estimated useful lives ------------ Leasehold Improvements $ 46,849 7 Computer Software 40,256 3 Operations Equipment 137,099 7 Furniture & Equipment 115,037 5-7 Computer Equipment 162,580 3 Vehicles 90,120 5 --------- 591,941 Less accumulated depreciation 310,396 --------- $ 281,545 ========= 6. RETIREMENT PLAN During 2000, the Company established a 401(k) profit sharing plan to cover all full time employees who met certain minimum lengths of employment and minimum age requirements. Employees could voluntarily participate at the beginning of the quarter after their hire date and contribute a maximum of 20% of their annual compensation. For the year ended December 31, 2000, matching contributions of 1% of annual compensation for participating employees totaling $6,780 were made by MDP. Matching contributions vest at 20% per year after the first full plan year of participation. MDP CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 7. LONG TERM DEBT As of December 31, 2001, long-term-debt consists of the following: NationsBank, due in monthly installments of $963, including interest at an interest rate of 8.75% per annum, collateralized by a vehicle. $ 16,098 NationsBank due in monthly installments of $1,439, including interest at an interest rate of 9.38% per annum, collateralized by office equipment. 53,177 Unsecured note to an individual due January 2002 at an interest rate 6% per annum. 180,739 --------- 250,014 Less current portion of long-term debt 23,387 --------- $ 226,627 ========= The aggregate maturities of the notes payable during the next five years are as follows: 2001 $ 23,387 2002 200,358 2003 15,461 2004 10,808 --------- $ 250,014 ========= 8. LEASE COMMITMENTS The Company leases its office space under an operating lease agreement with an unrelated party, which expires in 2003. The base rent is $10,720 per month and requires MDP to pay such costs as property taxes, maintenance and insurance. Additionally, the company leases production and office equipment under operating leases which expire on various date through 2005. MDP CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 8. LEASE COMMITMENTS (Continued) At December 31, 2000, the future minimum lease payments under non-cancelable operating leases with initial or remaining lease terms in excess of one year are as follows: 2001 $217,521 2002 211,581 2003 90,287 2004 45,962 2005 19,151 -------- Total minimum lease payments $584,502 ======== EX-2.3 3 dex23.txt UNAUDITED FINANCIAL STATEMENTS FOR MDP MDP CORPORATION BALANCE SHEET MARCH 31, 2001 (unaudited)
ASSETS Current assets Cash $ 484,031 Accounts receivable, net of $18,600 allowance 669,995 Inventories 53,505 Prepaid expenses 31,506 ---------- Total current assets 1,239,037 Property and equipment, Net 268,637 Other assets Deposits 5,750 Employee loan 17,000 ---------- Total other assets 22,750 ---------- TOTAL ASSETS $1,530,424 ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Current portion of long term debt $ 23,387 Accounts payable 239,854 Accrued liabilities 33,097 Customer postage deposits 167,554 ---------- Total current liabilities 463,892 Long term liabilities Note payable 180,739 Installment note 40,380 ---------- Total long term liabilities 221,119 ---------- Total liabilities 685,011 Stockholder's equity Common stock, $1 par value, 100,000 authorized shares, 1 share issued and outstanding 1 Additional paid in capital 819,199 Retained earnings 26,213 ---------- Total stockholder's equity 845,413 ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $1,530,424 ==========
MDP CORPORATION STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001 (unaudited) Revenue $1,706,786 Cost of sales 1,106,884 ---------- Gross profit 599,902 Operating expenses 317,675 ---------- Income from operations 282,227 Other expenses Interest expense 2,724 Depreciation and amortization 25,057 ---------- Total other expenses 27,781 ---------- Net income $ 254,446 ========== MDP CORPORATION STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2001 (unaudited) CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 254,446 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 25,057 Change in operating assets & liabilities: Decrease in accounts receivable 9,379 Decrease in prepaid postage 209,859 Decrease in accounts payable and accrued expenses (137,416) Increase in customer postage deposits 2,691 --------- Net cash provided by operating activities 364,016 --------- CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures (12,149) --------- Net cash used by investing activities (12,149) --------- CASH FLOW FROM FINANCING ACTIVITIES: Payment of notes payable (5,509) Stockholder distributions (8,620) --------- Net cash used by financing activities (14,129) --------- Net increase in cash and cash equivalents 337,738 Cash and cash equivalents at beginning of period 146,293 --------- Cash and cash equivalents at end of period $ 484,031 ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period: Interest $ 4,409 =========
EX-99.1 4 dex991.txt PRO FORMA COMBINED BALANCE SHEET Exhibit 99.1 PROXYMED, INC. UNAUDITED PRO FORMA COMBINED BALANCE SHEET MARCH 31, 2001
MDP Pro Forma Adjustments Pro Forma --------------------- ProxyMed, Inc. (a) Corporation (b) Total # Dr. (Cr.) Combined ASSETS ------------------ ---------------- ------------- --------------------- -------------- --------------------------- Current assets: Cash and cash equivalents $ 4,447,000 $ 484,000 $ 4,931,000 (1) (484,000) $ 1,447,000 (2) (3,000,000) Investments 3,000,000 - 3,000,000 3,000,000 Accounts receivable, net 4,606,000 670,000 5,276,000 5,276,000 Other receivables 169,100 - 169,100 169,100 Inventory 2,763,900 53,500 2,817,400 2,817,400 Other current assets 736,900 31,500 768,400 (1) (5,300) 763,100 ------------- ------------ ------------ ------------- Total current assets 15,722,900 1,239,000 16,961,900 13,472,600 Property and equipment, net 3,811,100 268,600 4,079,700 (1) (25,500) 3,976,000 (2) (78,200) Goodwill, net 1,472,500 - 1,472,500 (2) 9,595,100 11,067,600 Purchased technology, capitalized software and other intangibles, net 2,872,800 - 2,872,800 2,872,800 Other assets 55,900 22,800 78,700 (1) (18,900) 59,800 ------------- ------------ ------------ ------------- Total assets $ 23,935,200 $ 1,530,400 $ 25,465,600 $ 31,448,800 ============= ============ ============ ============= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Note payable $ - $ - $ - (2) (7,000,000) $ 7,000,000 Current portion of long-term debt - 23,400 23,400 23,400 Accounts payable and accrued expenses 3,855,500 272,900 4,128,400 (1) 27,100 4,151,300 (2) (50,000) Deferred revenue and other current liabilities 666,100 167,600 833,700 833,700 ------------- ------------ ------------ ------------- Total current liabilities 4,521,600 463,900 4,985,500 12,008,400 Long-term debt, less current portion - 221,100 221,100 (1) 194,300 26,800 Long-term deferred revenue and other long-term liabilities 509,000 - 509,000 509,000 ------------- ------------ ------------ ------------- Total liabilities 5,030,600 685,000 5,715,600 12,544,200 ------------- ------------ ------------ ------------- Stockholders' equity: Preferred stock 2,500 - 2,500 2,500 Common stock 21,000 - 21,000 21,000 Additional paid-in capital 113,209,600 819,200 114,028,800 (1) 819,200 113,209,600 Retained earnings (deficit) (93,892,600) 26,200 (93,866,400) (1) 26,200 (93,892,600) Note receivable from stockholder (435,900) - (435,900) (435,900) ------------- ------------ ------------ ------------- Total stockholders' equity 18,904,600 845,400 19,750,000 18,904,600 ------------- ------------ ------------ ------------- Total liabilities and stockholders' equity $ 23,935,200 $ 1,530,400 $ 25,465,600 $ 31,448,800 ============= ============ ============ =============
(1) To eliminate certain assets, liabilities and equity accounts of MDP not acquired by ProxyMed. (2) To record the acquisition MDP by ProxyMed including allocation of purchase price to long-lived assets and concurrent recording of goodwill. (a) This column is derived from the unaudited consolidated financial statements of ProxyMed, Inc. as of March 31, 2001. (b) This column is derived from the unaudited financial statements of MDP Corporation as of March 31, 2001. Amounts have been rounded to the nearest $100. EX-99.2 5 dex992.txt PRO FORMA COMBINED STATEMENT OF OPERATIONS Exhibit 99.2 PROXYMED, INC. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2000
MDP Pro Forma Adjustments Pro Forma --------------------- ProxyMed, Inc. (a) Corporation (b) Total # Dr. (Cr.) Combined ------------------ ---------------- ------------ --------------------- ------------- Net revenues $ 33,441,100 $ 6,407,400 $ 39,848,500 (1) 70,700 $ 39,777,800 --------------- --------------- ------------ ------------- Costs and expenses: Cost of sales 12,249,000 4,536,400 16,785,400 (1) (70,700) 16,714,700 Selling, general and adminstrative expenses 27,097,200 1,443,200 28,540,400 28,540,400 Depreciation and amortization 13,374,900 94,200 13,469,100 (2) 3,196,000 16,639,200 (3) (6,400) (4) (19,500) Restructuring charges 1,330,000 - 1,330,000 1,330,000 Write-off of impaired assets 2,850,100 - 2,850,100 2,850,100 --------------- --------------- ------------ ------------- 56,901,200 6,073,800 62,975,000 66,074,400 --------------- --------------- ------------ ------------- Income (loss) from continuing operations (23,460,100) 333,600 (23,126,500) (26,296,600) Other income (expense): Income from litigation settlement, net 666,600 - 666,600 666,600 Interest, net (4,133,000) (24,000) (4,157,000) (5) 490,000 (4,647,000) --------------- --------------- ------------ ------------- Income (loss) before income taxes (26,926,500) 309,600 (26,616,900) (30,277,000) Income tax benefit (expense) - - - - --------------- --------------- ------------ ------------- Net income (loss) (26,926,500) 309,600 (26,616,900) (30,277,000) Deemed dividends and other charges 21,366,600 - 21,366,600 21,366,600 --------------- --------------- ------------ ------------- Net income (loss) applicable to common shareholders $ (48,293,100) $ 309,600 $(47,983,500) $(51,643,600) =============== =============== ============ ============= Weighted average common shares outstanding 19,565,125 19,565,125 =============== ============= Basic and diluted loss per share of common stock from continuing operations $ (2.47) $ (2.64) =============== =============
(1) To eliminate intercompany revenues and cost of sales between ProxyMed and MDP. (2) To record amortization of goodwill over 3 years related to the acquisition of MDP. (3) To eliminate depreciation expense for fixed assets not acquired from MDP. (4) To record reduction of depreciation expense based on allocation of purchase price to fixed assets acquired from MDP. (5) To record interest expense on note payable issued for acquisition of MDP. (a) This column is derived from the audited consolidated financial statements of ProxyMed, Inc. and subsidiaries for the year ended December 31, 2000. (b) This column is derived from the audited financial statements of MDP Corporation for the year ended December 31, 2000. Amounts have been rounded to the nearest $100. EX-99.3 6 dex993.txt PRO FORMA COMBINED STATEMENT OF OPERATIONS Exhibit 99.3 PROXYMED, INC. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001
MDP Pro Forma Adjustments Pro Forma --------------------- ProxyMed, Inc. (a) Corporation (b) Total # Dr. (Cr.) Combined ------------------ --------------- ------------ --------------------- ------------ Net revenues $ 8,402,900 $ 1,706,800 $ 10,109,700 (1) 20,000 $ 10,089,700 ------------------ --------------- ------------ ------------ Costs and expenses: Cost of sales 3,326,500 1,106,900 4,433,400 (1) (20,000) 4,413,400 Selling, general and adminstrative expenses 5,625,000 317,700 5,942,700 5,942,700 Depreciation and amortization 3,019,800 25,000 3,044,800 (2) 799,000 3,837,300 (3) (1,600) (4) (4,900) ------------------ --------------- ------------ ------------ 11,971,300 1,449,600 13,420,900 14,193,400 ------------------ --------------- ------------ ------------ Income (loss) from continuing operations (3,568,400) 257,200 (3,311,200) (4,103,700) Other income (expense): Interest, net 101,200 (2,700) 98,500 (5) 122,500 (24,000) ------------------ --------------- ------------ ------------ Income (loss) before income taxes (3,467,200) 254,500 (3,212,700) (4,127,700) Income tax benefit (expense) - - - - ------------------ --------------- ------------ ------------ Net income (loss) (3,467,200) 254,500 (3,212,700) (4,127,700) Deemed dividends and other charges 2,461,100 - 2,461,100 2,461,100 ------------------ --------------- ------------ ------------ Net income (loss) applicable to common shareholders $ (5,928,300) $ 254,500 $ (5,673,800) $ (6,588,800) ================== =============== ============ ============ Weighted average common shares outstanding 21,018,936 21,018,936 ================== ============ Basic and diluted loss per share of common stock from continuing operations $ (0.28) $ (0.31) ================== ============
(1) To eliminate intercompany revenues and cost of sales between ProxyMed and MDP. (2) To record amortization of goodwill over 3 years related to the acquisition of MDP. (3) To eliminate depreciation expense for fixed assets not acquired from MDP. (4) To record reduction of depreciation expense based on allocation of purchase price to fixed assets acquired from MDP. (5) To record interest expense on note payable issued for acquisition of MDP. (a) This column is derived from the unaudited consolidated financial statements of ProxyMed, Inc. and subsidiaries for the three months ended March 31, 2001. (b) This column is derived from the unaudited financial statements of MDP Corporation for the three months ended March 31, 2001. Amounts have been rounded to the nearest $100. -----END PRIVACY-ENHANCED MESSAGE-----