MedPlus, Inc. 401(k) Plan Financial Statements and Schedules December 31, 1998 and 1997 With Independent Auditors' Report Thereon MedPlus, Inc. 401(k) Plan December 31, 1998 and 1997 Table of Contents Page Independent Auditors' Report 1 Statements of Assets Available for Plan Benefits, with Fund Information - December 31, 1998 2 Statements of Assets Available for Plan Benefits, with Fund Information - December 31, 1997 3 Statements of Changes in Assets Available for Plan Benefits, with Fund Information - for the year ended December 31, 1998 4 Statements of Changes in Assets Available for Plan Benefits, with Fund Information - for the year ended December 31, 1997 5 Notes to Financial Statements 6 Schedules 1 Item 27a, Schedule of Assets Held for Investment Purposes - December 31, 1998 11 2 Item 27d, Schedule of Reportable Transactions - December 31, 1998 12 Independent Auditors' Report The Trustees MedPlus, Inc. 401(k) Plan We have audited the accompanying statements of assets available for plan benefits of the MedPlus, Inc. 401(k) Plan as of December 31, 1998 and 1997, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the MedPlus, Inc. 401(k) Plan as of December 31, 1998 and 1997, and the changes in assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of assets available for benefits and the statements of changes in assets available for plan benefits is presented for purposes of additional analysis rather than to present the assets available for plan benefits and changes in plan assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP June 18, 1999 MedPlus Inc. 401(k) Plan Statement of Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1998 Fund Information _____________________________________________________________________________________________ Smith Barney Putnam Putnam Putnam Money Diversified Putnam Putnam Putnam Global New MedPlus Participant Market Income Balance Investors Vista Growth Opportunities Stock Notes Total ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ Assets: Investments, at fair value (note 3): Interest-bearing cash $ 59,047 -- -- -- -- -- -- -- -- 59,047 Mutual funds -- 52,310 118,895 365,591 269,476 140,637 469,221 -- -- 1,416,130 Common stock -- -- -- -- -- -- -- 121,639 -- 121,639 ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ Total investments 59,047 52,310 118,895 365,591 269,476 140,637 469,221 121,639 -- 1,596,816 Receivables: Loan receivable -- -- -- -- -- -- -- -- 2,728 -- Participant contributions 973 993 (622) 3,390 3,406 3,118 6,279 7,999 -- 25,536 Employer contributions (note 4): -- -- -- -- -- -- -- 23,633 -- 23,633 ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ Total receivables 973 993 (622) 3,390 3,406 3,118 6,279 31,632 2,728 51,897 Liabilities: Due to custodian 8,595 -- -- -- -- -- -- -- -- 8,595 ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ Assets available for plan benefits $ 51,425 53,303 118,273 368,981 272,882 143,755 475,500 153,271 2,728 1,640,118 ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ See accompanying notes to financial statements. MedPlus Inc. 401(k) Plan Statement of Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1997 Fund Information ___________________________________________________________________________________ Smith Barney Putnam Putnam Putnam Money Diversified Putnam Putnam Putnam Global New MedPlus Market Income Balance Investors Vista Growth Opportunities Stock Total ________ __________ ________ _________ _________ _______ _____________ ________ __________ Assets: Investments, at fair value (note 3): Interest-bearing cash $ 50,985 -- -- -- -- -- -- -- 50,985 Mutual funds -- 35,113 126,633 238,849 246,330 94,314 381,735 -- 1,122,974 Common stock -- -- -- -- -- -- -- 155,892 155,892 ________ __________ ________ _________ _________ _______ _____________ ________ __________ Total investments 50,985 35,113 126,633 238,849 246,330 94,314 381,735 155,892 1,329,851 Receivables: Participant contributions 6,164 461 2,179 4,181 5,657 2,816 5,776 1,811 29,045 Employer contributions (note 4): -- -- -- -- -- -- -- 213,495 213,495 ________ __________ ________ _________ _________ _______ _____________ ________ __________ Assets available for plan benefits $ 57,149 35,574 128,812 243,030 251,987 97,130 387,511 371,198 1,572,391 ________ __________ ________ _________ _________ _______ _____________ ________ __________ ________ __________ ________ _________ _________ _______ _____________ ________ __________ See accompanying notes to financial statements. MedPlus Inc. 401(k) Plan Statement of Changes in Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1998 Smith Barney _____________________________________________________________________________________________ Smith Barney Putnam Putnam Putnam Money Diversified Putnam Putnam Putnam Global New MedPlus Participant Market Income Balance Investors Vista Growth Opportunities Stock Notes Total ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ Assets available for plan benefits, December 31, 1997 $ 57,149 35,574 128,812 243,030 251,987 97,130 387,511 371,198 -- 1,572,391 Contributions: Employer -- -- -- -- -- -- -- 23,633 -- 23,633 Employee 14,955 17,025 50,052 95,760 78,872 56,756 128,863 76,255 -- 518,538 Rollovers from other benefit plans 3,132 3,132 806 4,268 2,550 5,374 9,843 2,395 -- 31,500 Investment income: Interest and dividends 2,900 3,009 4,771 130 88 602 152 89 275 12,016 Net appreciation (depreciation) in fair value of investments (note 3) -- (3,994) 6,735 93,036 46,459 29,660 94,441 (286,311) -- (19,974) Benefits paid to participants (2,013) (2,478) (90,330) (81,677) (93,275) (47,506) (135,108) (45,569) -- (497,956) Administrative expenses -- -- -- -- -- -- -- (30) -- (30) Interfund transfers, net (24,698) 1,035 17,427 14,434 (13,799) 1,739 (10,202) 11,611 2,453 __ ________ __________ ________ _________ _________ _______ _____________ ________ __________ _________ Assets available for plan benefits, December 31, 1998 $ 51,425 53,303 118,273 368,981 272,882 143,755 475,500 153,271 2,728 1,640,118 See accompanying notes to financial statements. MedPlus Inc. 401(k) Plan Statement of Changes in Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1997 Merrill Lynch Smith Barney ____________________________________________ _____________________________________________________________________ Pimco Smith Putnam Pimco U.S. Pimco Barney Divers- Putnam Putnam Putnam Money Govern- Equity Pimco MedPlus Money fied Putnam Inves- Putnam Global New MedPlus Market ment Income Target Stock Market Income Balance tors Vista Growth Opp. Stock Total ________ ________ _________ _________ ________ _______ _______ _______ _______ _______ ______ _______ _______ ________ Assets Avail- able for plan bene- fits, Dec. 31, 1996 $48,338 22,069 201,763 332,947 49,567 -- -- -- -- -- -- -- -- 654,684 Contri- butions: Employer -- -- -- -- -- -- -- -- -- -- -- -- 213,495 213,495 Employee -- -- -- -- -- 13,908 11,368 33,177 72,689 106,315 50,129 166,294 77,978 531,858 Rollovers from other benefit plans -- -- -- -- -- 13,482 -- 28,555 27,735 40,526 1,626 39,174 29,104 180,202 Investment income: Interest and divi- dends -- -- -- -- -- 2,707 1,861 6,101 3,271 2,196 6,635 1,848 632 25,251 Net appre- ciation (depre- ciation) in fair value of invest- ments (note 3) -- -- -- -- -- -- 533 8,925 40,176 31,061 (844) 49,173 4,516 133,540 Benefits paid to parti- cipants -- -- -- -- -- (31,264) (13,597) (20,124) (36,217) (28,328) (4,306) (26,184) (6,619) (166,639) Interfund Trans- fers, net (43,338) (22,069) (201,763) (332,947) (49,567) 58,316 35,409 72,178 135,376 100,217 43,890 157,206 52,092 654,684 ________ ________ _________ _________ ________ _______ _______ _______ _______ _______ ______ _______ _______ ________ Assets Avail- able for plan bene- fits, Dec. 31, 1998 $ -- -- -- -- -- 57,149 35,574 128,812 243,030 251,987 97,130 387,511 371,198 1,572,391 ________ ________ _________ _________ ________ _______ _______ _______ _______ _______ ______ _______ _______ ________ ________ ________ _________ _________ ________ _______ _______ _______ _______ _______ ______ _______ _______ ________ See accompanying notes to financial statements. MedPlus, Inc. 401(k) Plan Financial Statements and Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) (1) Description of Plan The following description of the MedPlus, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan covering all employee classifications except those employees leased by MedPlus, Inc. (The Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees are eligible for participation in the Plan after attainment of age 21. Effective January 1, 1998, the Plan was amended and restated. (b) Contributions A participant may make contributions to the Plan by authorizing a deferral of pretax annual compensation, as defined in the Plan, up to a maximum of 15%, subject to limitations of the Internal Revenue Code. The Company may provide a matching contribution equal to such percentage of the participant's contribution as determined by the employer in its discretion for each Plan year. An additional discretionary contribution may also be made by the Company. Both the matching contribution and the additional discretionary contribution are non-participant directed. (c) Participant Accounts Each participant's account is credited with the participant's contribution and allocation of the Company's contribution and Plan earnings. Earnings and gains and losses of each investment fund are allocated among the accounts of all participants in each fund in the ratio each participant account bears to the total account balance. Participants have the ability to self-direct the investments of funds allocated to their accounts. (d) Vesting Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participants become 20% vested in Company contributions after two years of service. Thereafter, participants become vested at a rate of 20% per year of service and become fully vested after six years of service. (e) Participant Loans Receivable Participants may borrow from their accounts not less than $1,000 and not more than 50% of their vested balance not to exceed $50,000 for the following hardships: - - Purchase of primary residence - - Foreclosure or eviction from primary residence - - College tuition for participant or dependents - - Medical expenses incurred from prolonged illness, disability, or death in immediate family. Loan terms provide for repayment over a period not to exceed five years. The loans are secured by the balances in the participants' accounts and bear interest at 2% over the prime interest rate. Principal and interest amounts are paid ratably through payroll deductions. (f) Payment of Benefits Under the terms of the Plan, upon termination of employment a participant's account is distributed upon written request of the participant. A participant or participant's estate is entitled to receive 100% of the related account balance if termination results from reaching normal retirement age, death or permanent disability. As of December 31, 1998, there were no amounts allocated to accounts of persons who have withdrawn from participation in the earnings and operations of the Plan. (g) Forfeitures Forfeitures of Company contributions by terminated participants were used to reduce Company contributions. As of December 31, 1998, forfeitures of approximately $17,427 are available to reduce future employer contributions. (h) Investment Options Upon enrollment in the Plan, a participant may direct employee- deferred contributions to any of the following eight investment options: - - Money Market Fund Funds are invested in a portfolio of fixed income securities, including U.S. Treasuries and related repurchase agreements and obligations of U.S. Government Agencies and Instrumentalities. - - Diversified Income Fund Funds are invested in a portfolio of three fixed income sectors, which are comprised of U.S. Government securities, lower rated, high-yield debt securities, and international investing. (h) Investment Options, Continued - - Balance Fund Funds are invested in a portfolio of stocks and bonds. - - Investors Fund Funds are invested primarily in quality, long-term growth stocks. - - Global Growth Fund Funds are invested in a portfolio of common stocks traded in securities markets, located in foreign countries and in the United States. - - Vista Fund Funds are invested in a portfolio of stocks of medium- sized growth companies. - - New Opportunities Fund Funds are invested in dynamic, rapidly growing sectors of the economy. - - MedPlus Stock Funds are invested in the Company's common stock. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. (b) Investments Money market accounts are valued at cost, which approximates fair value. All other investments are recorded at fair value based on quotations obtained from national securities exchanges. Purchases and sales of investments are recorded on a trade-date basis. Gains or losses on the sales of investments are calculated on the specific identification method. (c) Expenses All administrative and investment expenses incurred by the Plan have been paid by the Company. (d) Use of Estimates The Plan administrator has made a number of estimates and assumptions relating to the preparation of these financial statements in accordance with generally accepted accounting principles. Actual results could differ from those estimates and assumptions. (3) Investments Prior to January 1, 1997, the custodian of the Plan was Merrill Lynch. Effective January 1, 1997, Smith Barney Shearson (now Salomon Smith Barney) assumed the role as custodian for the Plan. In this capacity, the custodian is to receive and invest the contributions made by the participants and the employer, the interest, dividends, and other income earned on investments and to pay benefits and expenses as provided by the Plan. The following table presents the fair values of investments at December 31, 1998 and 1997 that represent five percent or more of the Plan's assets: 1998 1997 ____________ ____________ Balance Fund $ 118,895 126,633 Investors Fund 365,591 238,849 Vista Fund 269,476 246,330 Global Growth Fund 140,637 94,314 New Opportunities Fund 469,221 381,735 MedPlus Stock 121,639 155,892 During 1998 and 1997, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows: 1998 1997 ____________ ____________ Mutual funds $ 266,337 129,024 Common stock (286,311) 4,516 ____________ ____________ Net change in fair value $ (19,974) 133,540 ____________ ____________ ____________ ____________ (4) Employer Contributions At December 31, 1998, there was a receivable from the Company consisting of the matching contribution for the 1998 Plan Year. The Company elected to make this contribution in MedPlus, Inc. Common Stock. The Company did not elect to make the additional discretionary contribution for the 1998 plan year. (5) Plan Termination Although it is currently not the Company's intent, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. (6) Tax Status The Internal Revenue Service issued its latest determination letter on August 2, 1993, which stated that the Plan and its underlying trust qualify under the applicable provisions of the Internal Revenue Code and, therefore, are exempt from Federal income tax. The plan has been amended and restated since receiving the determination letter. The Company has requested a new determination letter. In the opinion of the Plan trustee and the Company, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Internal Revenue Code. (7) Subsequent Event Effective January 1, 1999, the Plan was amended. Participants will become 25% vested in Company contributions after one year of service. Thereafter, participants become vested at a rate of 25% per year of service and become fully vested after four years of service. Schedule 1 MedPlus, Inc. 401(k) Plan Item 27a, Schedule of Assets Held for Investment Purposes December 31, 1998 Fair Issuer Description Cost value _________________________________ ____________________________________________ __________________________ _________________ Money Market Fund * Smith Barney Money market fund (59,047 units) $ 59,047 59,047 Putnam Mutual Funds Diversified Income Fund Mutual fund (4,548 units) 56,021 52,310 Balance Fund Mutual fund (6,590 units) 121,350 118,895 Investors Fund Mutual fund (24,668 units) 338,107 365,591 Vista Fund Mutual fund (20,617 units) 245,505 269,476 Global Growth Fund Mutual fund (11,296 units) 127,475 140,637 New Opportunities Fund Mutual fund (8,030 units) 372,438 469,221 ______________ ________________ Total Putnam Mutual Funds 1,260,896 1,416,130 ______________ ________________ Common Stock * MedPlus, Inc. Common stock (58,935 shares) 356,640 121,639 ______________ ________________ Total Investments $ 1,676,583 1,596,816 ______________ ________________ ______________ ________________ * Denotes party-in-interest. See accompanying independent auditors' report. Schedule 2 MedPlus, Inc. 401(k) Plan Item 27d, Schedule of Reportable Transactions Year ended December 31, 1998 Cost Identity of ssuer Description Purchase Selling of asset Net party involved of investment price price sold gain/(loss) _________________________________ ________________________________ ____________ ____________ _____________ ____________ Putnam Balance Fund Mutual fund $ 76,662 83,682 79,110 4,572 Putman Investors Fund Mutual fund 432,243 389,148 316,612 72,536 Putnam Vista Fund Mutual fund 91,926 95,721 82,383 13,338 Putnam New Opportunities Fund Mutual fund 13,5788 124,669 100,714 23,955 * MedPlus Stock Common stock 301,830 57,721 103,182 (45,461) * Smith Barney Money Market Fund Money market fund 562,848 554,786 554,786 -- * Denotes party-in-interest.