<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       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 0-21031

                              QUADRAMED CORPORATION
             (Exact name of registrant as specified in its charter)

                               DELAWARE 52-1992861
                (State or other jurisdiction of (I.R.S. Employer
               Incorporation or organization) Identification No.)

                                 22 Pelican Way
                          SAN RAFAEL, CALIFORNIA, 94901
                         (Address of Principal Executive
                          Offices, including Zip Code)

       Registrant's telephone number, including area code: (415) 482-2100

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                                (Title of Class)

        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 report), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]

        The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 30, 2000, was approximately $149,586,343 (based upon
the closing price for shares of the Registrant's Common Stock as reported by the
Nasdaq National Market for the last trading date prior to that date). Shares of
Common Stock held by each officer, director and holder of 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

        On March 3, 2000, approximately 25,444,252 shares of the Registrant's
Common Stock, $0.01 par value per share, were outstanding.



<PAGE>   2

                              QUADRAMED CORPORATION

                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                           <C>
PART I ..................................................................       3

ITEM 1. BUSINESS ........................................................       3

ITEM 2. PROPERTIES ......................................................      12

ITEM 3. LEGAL PROCEEDINGS ...............................................      12

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............      12

PART II .................................................................      13

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER ...      13
        MATTERS

ITEM 6. SELECTED FINANCIAL DATA AND SUPPLEMENTARY DATA ..................      14

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS ...........................................      14

ITEM 8. FINANCIAL STATEMENTS ............................................      31

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE ............................................      31

PART III ................................................................      32

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .............      32

ITEM 11. EXECUTIVE COMPENSATION .........................................      32

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .      32

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................      32

PART IV .................................................................      33

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K      33

SIGNATURES ..............................................................      39

POWER OF ATTORNEY .......................................................      39

INDEX TO FINANCIAL STATEMENTS ...........................................      42

EXHIBIT INDEX ...........................................................      71
</TABLE>



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                                     PART I

ITEM 1.  BUSINESS.

       Except for the historical financial information contained herein, the
matters discussed in this Annual Report on Form 10-K may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements include declarations regarding the intent, belief
or current expectations of QuadraMed Corporation and its management. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve a number of risks and uncertainties
and that actual results could differ materially from those indicated by such
forward-looking statements. Among the important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements include those risks identified in "Item 7 -- Management's Discussion
and Analysis of Financial Condition and Results of Operation -- Certain Factors
That Might Affect Future Operating Results" and other risks identified from time
to time in QuadraMed Corporation's reports and registration statements filed
with the Securities and Exchange Commission.

OVERVIEW

       QuadraMed Corporation ("QuadraMed") leverages its industry expertise and
product breadth to deliver web-enabled, secure product and service solutions
that link the nation's hospitals to their diverse constituents, including
payors, physicians, patients, insurers and governmental agencies. We are focused
on customer service excellence and delivering a return on investment for our
customers through increased efficiency and improved cash flow. We have
implemented our solutions in approximately 4,000 provider sites, representing
more than 60% of the nation's hospitals.

       We have a significant talent pool, which, through our active
participation in professional and trade organizations, has helped to shape the
healthcare information technology industry. We also have substantial expertise
in the core components required by the Health Insurance Portability and
Accountability Act of 1996 (HIPAA). In addition to our web-enabled solutions, we
have developed the American Hospital Directory (ahd.com), the most comprehensive
resource for hospital and healthcare benchmarking on the worldwide web. Our site
is the only one of its kind to integrate data from the American Hospital
Association.

       In 2000, we reorganized our operations into four functional areas --
product management, development, sales, and customer service. In addition, we
have created four product centers to offer more comprehensive solutions to our
clients. These centers are Financial, Clinical, Health Information Management
(HIM) and Q Solutions.

       ~      Our Financial Solution Center helps our clients improve cash flow
              in several ways including capturing financial information
              electronically, checking eligibility at an early stage, monitoring
              reimbursement, improving collections, and reducing A/R days.

       ~      Our Clinical Solution Center helps healthcare organizations
              achieve their goals by streamlining clinical processes and
              enabling clinicians to obtain easy access to reliable patient
              information. Our goal is to achieve positive outcomes that
              increase patient and physician satisfaction.

       ~      Our Health Information Management Solution Center provides
              secure access to accurate healthcare information and improves
              productivity by eliminating the duplication of medical records
              and improving workflow. Our goal is to increase data quality,
              produce reliable diagnostic, procedural and regulatory
              information and reduce a healthcare organization's exposure to
              legal and financial risks associated with providing healthcare.

       ~      Our Q Solution Center encompasses a suite of products designed to
              assist healthcare facilities and enterprises to maintain a
              competitive position. These solutions incorporate innovative
              technology to capitalize on existing clinical and financial
              information and share this information across a broad base of
              diverse users. Offerings in the Q Solutions Center include
              product and service solutions which span a hospital's enterprise.

       QuadraMed was incorporated in September 1993 in California under the name
QuadraMed Corporation and reincorporated in Delaware in 1996. We have expanded
significantly since our inception in 1993, primarily through the acquisition of
other businesses, products and services. Unless the context otherwise requires,
references herein to the "Company", "QuadraMed", "we", "us", and "our" refer to
QuadraMed Corporation, a Delaware corporation, its subsidiaries and QuadraMed
Corporation, its California



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predecessor. Our executive offices are located at 22 Pelican Way, San Rafael,
California 94901 and our telephone number is (415) 482-2100.

       We have expanded in part through acquisitions of products, technologies
and businesses. While we have focused recently on integrating our acquisitions,
we have indicated that we may acquire product technologies and businesses in the
future. Our ability to expand successfully through acquisitions depends on many
factors, including the successful identification and acquisition of products,
technologies or businesses and management's ability to effectively negotiate and
consummate acquisitions and integrate and operate the new products, technologies
or businesses. There is significant competition for acquisition opportunities in
our industry, which may intensify due to increasing consolidation in the health
care industry, thereby increasing the costs of capitalizing on acquisition
opportunities. We compete for acquisition opportunities with other companies
that have significantly greater financial and management resources than
QuadraMed. The inability to successfully identify appropriate acquisition
opportunities, consummate acquisitions or successfully integrate acquired
products, technologies, operations, personnel or businesses could have a
material adverse effect on our business, financial condition and results of
operations. In addition, acquisitions may divert management's attention from
other business concerns, expose us to the risks of entering markets in which we
have no direct prior experience or to risks associated with the market
acceptance of acquired products and technologies, or result in the loss of key
employees of QuadraMed or the acquired company. Moreover, acquisitions may
result in potentially dilutive issuances of equity securities, the incurrence of
additional debt and the recognition of amortization expenses related to goodwill
and other intangible assets, which could have a material adverse effect on our
business, financial condition and results of operations. We may not be able to
identify or successfully complete acquisitions of products, technologies or
businesses in the future. In addition, declines in our stock price will
negatively affect our ability to consummate acquisitions that are accretive to
earnings.

       Realizing benefits from acquisitions will depend in significant part upon
the successful integration of the acquired businesses, including their products
and employees, with QuadraMed, and there can be no assurance that such
integration will not entail substantial costs, delays or other problems or that
such integration will be successfully completed. The effort to integrate the
businesses will divert the attention of management from other matters and will
result in significant operational and administrative expense. Any difficulties
encountered in the integration process could have a material adverse effect on
our revenues and operating results of QuadraMed. In addition, the process of
combining the companies could cause the interruption of, or a disruption in, our
business activities, which could have a material adverse effect on our
operations and financial performance. Even if these businesses are successfully
integrated into QuadraMed, the acquired operations may not achieve sales,
productivity and profitability commensurate with our historical or projected
operating results. Failure to achieve such projected results would have a
material adverse effect on our financial performance, and in turn, on the market
value of our Common Stock. There can be no assurance that we will realize any of
the anticipated benefits of our acquisitions, or that such acquisitions will
enhance our business or financial performance.

       Acquisitions involve a number of special risks including, without
limitation, managing geographically dispersed operations, failure of the
acquired business to achieve expected results, failure to retain key personnel
of the acquired business, inability to integrate the new business into existing
operations and risks associated with unanticipated events or liabilities,
potential increases in stock compensation expense and increased compensation
expense resulting from newly hired employees, the assumption of unknown
liabilities and potential disputes with the sellers of one or more acquired
entities, all of which could have a material adverse effect on our business,
results of operations and financial condition. Additionally, customer
dissatisfaction or performance problems at a single acquired company could have
an adverse effect on our reputation and its sales and marketing initiatives.
With the addition of significant businesses, our future operations may place a
strain on its management systems and resources. We expect that we will be
required to continue to improve our financial and management controls, reporting
systems and procedures, and will need to expand, train and manage our work
force. There can be no assurance that QuadraMed will be able to effectively
manage these tasks, and the failure to do so could have a material adverse
effect on our business, financial condition and results of operations.

       We have entered the market for enterprise products, which exposes us to
additional risks and uncertainties. These enterprise products have considerably
higher average sales prices than other solutions offered by us and therefore
tend to lengthen our sales cycle and increase the potential variability of our
quarterly operating results.

       A substantial portion of our revenues have been and are expected to be
derived from the sale of software products and services to hospitals.
Consolidation in the health care industry, particularly in the hospital and
managed care markets, could cause a decrease in the number of existing or
potential purchasers of our products and services or the loss of one or more of
our significant customers, insofar as customers may be acquired by another
company that uses products or services, which could have a material adverse
effect on our business, financial condition and results of operations. In
addition, the decision to purchase our products often involves the



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approval of several members of management or the board of directors of a
hospital or health care provider. Consequently, it is difficult for us to
predict the timing or outcome of the buying decisions of customers or potential
customers.

       The health care industry in the United States is subject to changing
political, economic and regulatory influences that may affect the procurement
practices and operations of health care organizations. We believe that the
commercial value and appeal of our products may be adversely affected if the
current health care financing and reimbursement system were to reverse its
current evolution to a managed care model back to a fee-for-service model. In
addition, many of our customers are providing services under capitated service
agreements, and a reduction in the use of capitation arrangements as a result of
regulatory or market changes could have a material adverse effect on our
business, financial condition and results of operations. During the past several
years, the health care industry has been subject to increasing levels of
governmental regulation of, among other things, reimbursement rates and certain
capital expenditures. Certain proposals to reform the health care system have
been and are being considered by Congress. These proposals, if enacted, could
change the operating environment for our clients in ways that cannot be
predicted. Health care organizations may react to these proposals by curtailing
or deferring investments, including those for our products and services.

       Changes in current health care financing and reimbursement systems could
result in the need for unplanned product enhancements, in delays or
cancellations of product orders or shipments or in the revocation of endorsement
of our products by hospital associations or other customers. Any of these
occurrences could have a material adverse effect on our business, financial
condition and results of operations. In addition, many health care providers are
consolidating to create integrated health care delivery systems with greater
regional market power. As a result, these emerging systems could have greater
bargaining power, which may lead to price erosion of our products. If we cannot
maintain adequate price levels, we would experience a material adverse effect on
our business, financial condition and results of operations. Other market-driven
reforms could also have adverse effects on our business, financial condition and
results of operations.

       Our performance also depends in significant part upon the continued
service of our executive officers, our product managers and other key sales,
marketing, and development personnel. The loss of the services of any of our
executive officers or the failure to hire or retain other key employees could
have a material adverse effect on our business, financial condition and results
of operations. Additions of new, and departures of existing, personnel can be
disruptive and could have a material adverse effect on our business, financial
condition and results of operations.

       AFFINITY(R) and QuadraMed(R) are registered trademarks of QuadraMed. All
other trademarks and trade names referred to in this Annual Report on Form 10-K
are the property of their respective owners.

QUADRAMED'S SUITE OF PRODUCTS

       QuadraMed's products are primarily sold with modular, open architecture
design and flexible electronic interfaces. We structure our product offerings to
utilize data from disparate health care information systems, thereby extending
the functional value of existing legacy system investments. As a result of this
modular design, additional applications can be readily integrated into
customers' existing applications. We have enabled our customers to generate
operational efficiencies, improve cash flow and measure the cost and quality of
care.

       The following is a list of key products and services included in our
       four Solution Centers:

~      Our AFFINITY solution is a web-enabled healthcare information system
       that provides clinical and financial information. AFFINITY provides a
       patient-centered database designed to enable users to track each patient
       throughout the continuum of care, in real time without duplication of
       effort. AFFINITY integrates financial information such as patient
       accounting and DRG/case mix with clinical data such as medication
       charting and plan of care to automate state and federal reporting,
       billing, and other administrative activities. By centralizing clinical
       and financial data including scheduling, registration, and medical
       records information AFFINITY allows users to aggregate information more
       productively and cost-effectively to run their business. AFFINITY is
       highly scalable and supports both UNIX and Windows NT.



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~      Our AFFINITY Insight(TM) solution is a business intelligence tool for
       internal trend analysis and reporting to support informed
       decision-making. Insight(TM) facilitates assimilation of critical
       information on complex or large volumes of data and enhances
       communication among executive managers. With graphics and interactive
       displays, Insight(TM) enables users to drill down through layers of
       detail to arrive at new views of data, such as revenue and expense per
       unit of service, calculations that would otherwise require the help of IS
       personnel.

~      Our Electronic Document Management (EDM) solution enables users to
       create secure electronic patient folders that combine both computerized
       and scanned documents. An electronic patient account folder may include
       detailed daily bills and scanned insurance correspondence. Simultaneous
       access by multiple users enables a hospital's accounting staff to
       receive patient account documentation when needed, translating into
       improved cash flow, more expedient billing, and higher productivity in a
       provider's business office.

~      Our Electronic Data Interchange (EDI) solution is a Windows(R)-based,
       all claims, all-payor, secure, electronic claims submission system. This
       product is designed to eliminate outdated manual processes and
       facilitate cash flow management. QuadraMed's paperless claims processing
       system enables a hospital's staff to edit claims on-line to
       payor-specific requirements, including data fields, clinical logic and
       data quality. EDI provides customers with valuable financial data
       through sophisticated reporting capabilities. When integrated with our
       Electronic Remittance Advice (ERA) solution, EDI provides automated
       secondary billing to enhance cash flow.

~      Our Master Patient Index (MPI) solution eliminates existing duplicate
       medical records and prevents creation of new duplicates at the point of
       registration. MPI is designed to enable hospitals to perform accurate
       patient searches in an effort to streamline business operations and
       report more accurate accounts receivable figures. MPI reduces a
       hospital's expenses by eliminating multiple tests and exams. MPI also
       reduces the risks associated with catastrophic misdiagnosis, inaccurate
       or unnecessary treatment and breach of patient confidentiality.

~      Our Contract Management solution is designed to enable providers to
       measure the allocation of revenues and the profitability of contracts
       based on specific payor contract terms. Contract Management's pricing
       module eliminates labor intensive, error prone manual repricing of bills,
       a process that often leads to inaccurate reimbursement. In addition,
       Contract Management is used as a modeling tool for managed care contract
       negotiation and detailed analysis of contract performance.

~      In the area of compliance, the Company offers several products and
       services, including: Inpatient Coding FACTS, Outpatient Coding FACTS,
       ComplySource(TM) and compliance consulting and education. Our FACTS
       solutions are designed to assist hospitals in managing the complexities
       of federal requirements under HIPAA and in submitting accurate billing
       and clinical data. The FACTS product complements providers' existing
       compliance efforts by monitoring coding and billing practices for
       compliance with mandated guidelines. Our ComplySource solution is
       designed to provide consolidated access to legal and government
       compliance-related documents. ComplySource can be implemented via the
       Intranet or Internet. We also offer a wide range of compliance and
       consulting services that are designed to add significant value to
       clients.

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~      Our Decision Support solution is designed to provide hospital management
       with a business intelligence system for on-line analysis of an
       organization's performance, from internal financial trends to individual
       provider profiling. Multi-dimensional reporting tools access information
       from an array of hospital departments. With this information, clients
       can address a wide range of issues, such as resource allocation and
       patient cost containment.

~      Our EZ CAP Managed Care solution is designed to assist medical groups,
       Independent Practice Associations ("IPA's"), hospitals, Physician-
       Hospital Organizations ("PHO's") and other organizations that receive
       capitation payments from health plans and are at financial risk for
       healthcare services. EZ CAP's key functional areas include enrollee
       demographic data, benefits verification and co-payment information,
       automated authorizations, flexible provider compensation methods, case
       management and utilization tools, provider claims processing and claims
       data capture, and detailed reporting capabilities.

~      Our A/R Reduction service solution provides resources to reduce A/R
       backlog and accelerate cash flow. While hospital staff focuses on data
       collection, billing, compliance, and cash posting of current accounts,
       we analyze patient accounts to identify outstanding or underpaid third-
       party payments and re-bill, and follow up on third-party claims. We
       also conduct managed care underpayment reviews and capitation audits.

~      Our CDM (Charge Description Master) service solution is provided to
       increase the accuracy of a hospital's charge master, develop
       standardized charges throughout a facility, and assure Medicare
       compliance. Our goal is to update a hospital's CPT4/HCPCS coding and
       create new sources of revenue by identifying unbilled charges. To
       minimize lost reimbursement in the future, we also educate hospital
       personnel regarding improved charge capture procedures and make
       recommendations for a long-term program for the ongoing management of
       the CDM.

~      Our WinPFS (Patient-Focused System) solution is a Windows(R)-based
       decision support tool designed to ensure that a hospital's nursing staff
       is cost-effectively and responsibly allocated. Using case-weighting and
       load-leveling to account for the number of patients as well as their
       required levels of care, PFS draws comparisons with the National
       Benchmarking Database's fifteen years of trend data in over fifty
       clinical specialties. In addition, we provide consultation concerning
       resource management within the patient care processes to achieve
       improved outcomes.

~      Our encoding and grouping solution is designed to maximize productivity
       and minimize workflow duplication. With online code books, search
       engines, and DRG assignment and Fraud and Abuse tools, we protect the
       integrity of a healthcare organization's clinical data and improve
       coding compliance capabilities and accuracy for ICD-9-CM, CPT, and HCPCS
       codes. We also offer our customers coders for outsourcing when staff
       shortages or backlogs occur.

~      Our Chart Management solution runs on a suite of Windows(R)-based
       applications that manage patient data from the inception of treatment
       until reimbursement. This solution locates and reserves charts,
       authenticates and distributes transcribed medical reports,


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       completes charts within JCAHO's required time, checks for deficiencies,
       manages ROI through secure automatic faxing of medical records, and
       speeds the collection of receivables.

~      Our ROI (Release of Information) services are offered as a solution for a
       provider's release of information, file management, storage, and staffing
       needs. Our goal is to increase office productivity and assure accurate,
       efficient, and quick processing of release of information requests, while
       increasing compliance with JCAHO standard and confidentiality laws.

~      Our Performance Measurement solutions are designed to provide integrated
       comparative perspectives on clinical, financial, and market performance
       for a healthcare organization. Clinical views offer comparative,
       risk-adjusted, patient-level databases for improving quality and building
       networks. Access to integrated clinical and financial resource management
       information, external cost and LOS benchmarks, and procedure level
       costing provides data for financial planning. In addition, a tool with
       critical healthcare planning and market information on an organization
       and its competitors provides a basis for high-level strategic planning.

~      Our APC solutions include education, consulting, and information
       technology designed to empower a healthcare organization with strategies
       for making a successful transition to the Outpatient Prospective Payment
       System. Seminars and Internet-based training in "Preparing for APCs"
       detail what hospital staff can do in advance to reduce negative financial
       impacts. Our APC assessment team reviews a healthcare organization's
       process and helps to create an APC readiness plan. Our APC Grouper
       application assigns payment classifications to assure proper
       reimbursement.


CUSTOMERS

       Historically, we have marketed our products primarily to hospitals, with
additional marketing to hospital associations, physician groups, payors and
self-administered employers. Substantially all of our revenues have been derived
from the sale of software products and services to hospitals. With the industry
trend toward the formation of IDNs, we have designed a product suite to
accommodate this emerging industry sector. To date, QuadraMed and its
subsidiaries have approximately 4,000 customers, a substantial majority of which
are hospitals, located in all 50 states, the District of Columbia, Canada, South
Africa and the Philippines. We expect to maintain a high percentage of hospital
customers for the foreseeable future. The health care industry is subject to
changing political, economic and regulatory influences that may affect the
procurement practices and operation of health care organizations. Changes in
current health care financing and reimbursement systems could result in the need
for unplanned product enhancements, in delays or cancellations of product orders
or shipments or in the revocation of endorsement of our products by hospital
associations or other customers. Any of these occurrences could have a material
adverse effect on our business, financial condition and results of



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operations. In addition, many health care providers are consolidating to create
integrated health care delivery systems with greater regional market power. As a
result, these emerging systems could have greater bargaining power, which may
lead to price erosion of our products. If we are unable to maintain adequate
price levels, we would experience a material adverse effect on our business,
financial condition and results of operations. Other market-driven reforms could
also have unpredictable effects on our business, financial condition and results
of operations.

SALES AND MARKETING

       As of March 28, 2000, QuadraMed employed 100 direct sales
representatives, 66 product managers, and a marketing support staff of 15
individuals. We market our products and services through direct sales contacts,
strategic alliances, participation in trade shows and advertisements in industry
publications. In addition, senior management plays an active role in the sales
process by cultivating industry contacts.

RESEARCH AND DEVELOPMENT

       As of March 28, 2000, QuadraMed employed 192 people in the areas of
product design, research and development and 129 people in the areas of quality
assurance and technical support. Our product development strategy is focused on
continually enhancing existing products by increasing their functionality and
ease of use. In addition, we are enhancing the reporting capabilities of our
applications, expanding our outpatient and inpatient databases and improving our
comparative reporting and benchmarking capabilities with third-party databases.
A significant amount of our research and development resources are dedicated to
integrating acquired technology into our suite of products.

       In fiscal years 1997, 1998, and 1999, our research and development
expenses totaled $15.6 million, $22.5 million, and $23.2 million, respectively,
representing 11.1%, 10.7%, and 9.7%, respectively, of our total revenues. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

HIGHLY COMPETITIVE MARKET

       Competition in the market for our products and services is intense and is
expected to increase. Increased competition could result in price reductions,
reduced gross margins and loss of market share, any of which could materially
adversely affect our business, financial condition and results of operations. We
compete with other providers of health care information software and services,
as well as health care consulting firms. Some principal competitors include,
among others:

-      Healtheon/WebMD Corporation, CIS Technologies, Inc., a division of
       National Data Corporation, Inc., and Sophisticated Software, Inc. in the
       market for our EDI products;

-      McKesson HBOC, Inc. and SoftMed Corporation Inc. in the market for our
       electronic document management products;

-      Eclipsys Corporation and Healthcare Microsystems, Inc., a division of
       Health Management Systems Inc. and MediQual Systems, Inc., a division of
       Cardinal Health, Inc., in the market for our decision support products;

-      McKesson HBOC, Inc., Shared Medical Systems, Inc., MediTech Corporation
       and Eclipsys Corporation in the market for our enterprise products;

-      a subsidiary of Minnesota Mining and Manufacturing, in the market for our
       medical records products;

-      FYI Corporation and SMART Corporation in the market for our health
       information management services; and

-      Health Management Systems, Inc., HCIA-SACHS Inc., Creg Corportion, and
       MediQual Systems, Inc., a division of Cardinal Health, Inc., in the
       market for decision support products.

       In addition, current and prospective customers evaluate our capabilities
against the merits of their existing information systems and expertise.
Furthermore, major software information systems companies, including those
specializing in the health care industry, not presently offering products that
compete with those offered by us, may enter our markets. In addition, many of
our competitors and potential competitors have significantly greater financial,
technical, product development, marketing and other resources and market
recognition than us. Many of our competitors also currently have, or may develop
or acquire, substantial installed customer bases in the health care industry. As
a result of these factors, our competitors may be able to respond more quickly
to new or emerging technologies, changes in customer requirements and political,
economic or regulatory changes in the health care industry and may devote
greater resources to the development, promotion and sale of their products than
us. There can be no assurance that we will be able to compete successfully
against current and future competitors or that such competitive pressures will
not materially adversely affect our business, financial condition and operating
results.

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GOVERNMENT REGULATION AND HEALTH CARE REFORM

       The United States Food and Drug Administration (the "FDA") is responsible
for assuring the safety and effectiveness of medical devices under the Federal
Food, Drug and Cosmetic Act. Computer products are subject to regulation when
they are used or are intended to be used in the diagnosis of disease or other
conditions, or in the cure, mitigation, treatment or prevention of disease, or
are intended to affect the structure or function of the body. The FDA could
determine in the future that any predictive aspects of our products make them
clinical decision tools subject to FDA regulation. Compliance with these
regulations could be burdensome, time consuming and expensive. QuadraMed also
could become subject to future legislation and regulations concerning the
development and marketing of health care software systems. These could increase
the cost and time necessary to market new products and could affect QuadraMed in
other respects not presently foreseeable. QuadraMed cannot predict the effect of
possible future legislation and regulation.

       The confidentiality of patient records and the circumstances under which
such records may be released for inclusion in our databases are subject to
substantial regulation by state governments. These state laws and regulations
govern both the disclosure and the use of confidential patient medical record
information. Although compliance with these laws and regulations is at present
principally the responsibility of the hospital, physician or other health care
provider, regulations governing patient confidentiality rights are evolving
rapidly. Additional legislation governing the dissemination of medical record
information has been proposed at both the state and federal level. This
legislation may require holders of such information to implement security
measures that may require substantial expenditures by QuadraMed. There can be no
assurance that changes to state or federal laws will not materially restrict the
ability of health care providers to submit information from patient records
using our products.

       The health care industry in the United States is subject to changing
political, economic and regulatory influences that may affect the procurement
practices and operations of health care organizations. We believe that the
commercial value and appeal of our products may be adversely affected if the
current health care financing and reimbursement system were to reverse its
current evolution to a managed care model back to a fee-for-service model. In
addition, many of our customers are providing services under capitated service
agreements, and a reduction in the use of capitation arrangements as a result of
regulatory or market changes could have a material adverse effect on our
business, financial condition and results of operations. During the past several
years, the health care industry has been subject to increasing levels of
governmental regulation of, among other things, reimbursement rates and certain
capital expenditures. Certain proposals to reform the health care system have
been and are being considered by Congress. These proposals, if enacted, could
change the operating environment for our clients in ways that cannot be
predicted. Health care organizations may react to these proposals by curtailing
or deferring investments, including those for our products and services.

INTELLECTUAL PROPERTY

       We believe our methodologies, computer software and many of our databases
to be proprietary. We seek to protect our proprietary information through
nondisclosure agreements with our employees. Our policy is to have employees
enter into nondisclosure agreements containing provisions prohibiting the
disclosure of confidential information to anyone outside QuadraMed, requiring
disclosure to us of any new ideas, developments, discoveries or inventions
conceived during employment, and requiring assignment to us of proprietary
rights to such matters that are related to our business.

       We also rely on a combination of trade secrets, copyright and trademark
laws, contractual provisions and technical measures to protect its rights in
various methodologies, systems, products and databases. We have no patents or
copyrights covering our software technology. Any infringement or
misappropriation of our proprietary software and databases would disadvantage us
in our efforts to retain and attract new customers in a highly competitive
market and could cause us to lose revenues or incur substantial litigation
expense.

       There can be no assurance that measures taken by us to protect our
intellectual property will be adequate or that our competitors will not
independently develop products and services that are substantially equivalent or
superior to ours. Substantial litigation regarding intellectual property rights
exists in the software industry, and we expect that software products may be
increasingly subject to third-party infringement claims as the number of
competitors in our industry segment grows and the functionality of products
overlaps. However, due to the nature of our application software, we believe
that patent, trade secret and copyright protection are less significant than our
ability to further develop, enhance and modify our current products.



                                       10
<PAGE>   11

       Although we believe that our products do not infringe on the intellectual
property rights of others, there can be no assurance that such a claim will not
be asserted against us in the future, or that a license or similar agreement
will be available on reasonable terms in the event of an unfavorable ruling on
any such claim. Any such claim may require us to incur substantial litigation
expenses or subject us to significant liabilities and could have a material
adverse effect on our business, financial condition and results of operations.

EMPLOYEES

       As of March 28, 2000, QuadraMed employed 3,478 people, including 182
in general administration, 321 in product design, research and development
quality assurance and technical support, 115 in sales and marketing and 2,860 in
operations. None of our employees is represented by a union or other collective
bargaining group. We believe our relationship with our employees to be
satisfactory.


                                       11
<PAGE>   12
ITEM 2. PROPERTIES.

        Our executive and corporate offices are located in San Rafael,
California, in approximately 33,000 square feet of leased office space under a
lease that expires in 2000. We also maintain several regional offices throughout
the United States.

ITEM 3. LEGAL PROCEEDINGS.

        From time to time, QuadraMed may be involved in litigation relating to
claims arising out of our operations in the normal course of business. As of the
date of this Report, we are not a party to any legal proceedings which, if
decided adversely to QuadraMed, would, individually or in aggregate, have a
material adverse effect on our business, financial condition or results of
operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        None.

                                       12
<PAGE>   13

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        Our Common Stock has been quoted on the Nasdaq National Market since
October 10, 1996 under the symbol "QMDC." The following table sets forth the
range of high and low closing sales prices reported on the Nasdaq National
Market for Company Common Stock for the periods indicated.

<TABLE>
<CAPTION>
                                                                                HIGH          LOW
                                                                                ----          ---
<S>                                                                            <C>           <C>
Year Ended December 31, 1996
         Fourth Quarter (October 10, 1996 through December 31, 1996) ....      $13 1/2      $8 9/16

Year Ended December 31, 1997
         First Quarter ..................................................      12 1/4        9 5/8
         Second Quarter .................................................      10 5/8        6 3/4
         Third Quarter ..................................................      20            6 3/4
         Fourth Quarter .................................................      27 1/2        17

Year Ended December 31, 1998
         First Quarter ..................................................      35 1/4        18 15/16
         Second Quarter .................................................      33 1/2        22 7/8
         Third Quarter ..................................................      31 3/4        19 5/8
         Fourth Quarter .................................................      27            15 1/16

Year Ended December 31, 1999
         First Quarter ..................................................      30            7 1/8
         Second Quarter .................................................      12 1/16       4 1/4
         Third Quarter ..................................................      10 11/16      6 1/16
         Fourth Quarter .................................................      8 7/8         4 1/2

Year Ended December 31, 2000
         First Quarter (through March 3, 2000) ..........................      10 7/8        6 1/2
</TABLE>

       As of March 3, 2000, there were approximately 384 holders of record of
our Common Stock. We believe that the number of beneficial holders of Company
Common Stock substantially exceeds this number.

DIVIDEND POLICY

       We have never declared or paid any cash dividends on our Common Stock. We
currently intend to retain all future earnings, if any, to fund the development
and growth of our business and do not anticipate paying any cash dividends on
our Common Stock in the foreseeable future.



                                       13
<PAGE>   14

ITEM 6. SELECTED FINANCIAL DATA AND SUPPLEMENTARY DATA.

        The following selected financial data of QuadraMed for the fiscal years
ended December 31, 1995, 1996, 1997, 1998 and 1999, are derived from, and are
qualified by reference to, the audited financial statements and should be read
in conjunction with the consolidated financial statements and the notes thereto.

<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                        --------------------------------------------------------------------
                                                        1995            1996            1997            1998            1999
                                                        ----            ----            ----            ----            ----
                                                                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                  <C>             <C>             <C>             <C>             <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
  Revenues ....................................      $  73,041       $ 101,076       $ 140,800       $ 210,620       $ 239,585
  Loss from operations ........................        (25,033)         (8,169)        (31,848)        (12,174)         (9,284)
  Net loss ....................................        (51,943)        (44,351)        (37,985)        (21,376)        (12,330)
  Basic and diluted net loss per share(1) .....      $   (5.29)      $   (3.98)      $   (2.34)      $   (0.91)      $   (0.49)
                                                     =========       =========       =========       =========       =========
</TABLE>


<TABLE>
<CAPTION>
                                                                            AS OF DECEMBER 31,
                                                     -----------------------------------------------------------------
                                                       1995            1996         1997          1998           1999
                                                       ----            ----         ----          ----           ----
                                                                               (IN THOUSANDS)
<S>                                                  <C>            <C>           <C>           <C>           <C>
CONSOLIDATED BALANCE SHEET DATA:
  Working capital (deficit) ...................      $(11,540)      $  7,234      $ 16,457      $ 94,963      $ 80,935
  Total assets ................................        45,327         70,495       124,022       264,733       219,329
  Stockholders' equity (deficit) ..............       (31,641)        23,213        24,762        68,988        62,581
</TABLE>

------------


(1)    See Note 2 of Notes to Consolidated Financial Statements for an
       explanation of the determination of the number of shares used in
       computing net income per share. In February 1997, the Financial
       Accounting Standards board issued Statement of Financial Accounting
       Standards No. 128, "Earnings Per Share" ("SFAS No. 128") which requires
       disclosure of basic earnings per share and diluted earnings per share and
       is effective for periods ending subsequent to December 15, 1997.

ITEM 7. OTHER INFORMATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. OVERVIEW

       QuadraMed leverages our industry expertise and product breadth to
deliver web-enabled, secure product and service solutions that link the
nation's hospitals to their diverse constituents, including payors, physicians,
patients, insurers and governmental agencies. We are focused on customer
service excellence and delivering a return on investment for our customers
through increased efficiency and improved cash flow. We have implemented our
solutions in approximately 4,000 provider sites, representing more than 60% of
the nation's hospitals.

       We have a significant talent pool, which, through our active
participation in professional and trade organizations, has helped to shape the
healthcare information technology industry. We also have substantial expertise
in the core components required by the Health Insurance Portability and
Accountability Act of 1996 (HIPAA). In addition to our web-enabled solutions, we
have developed the American Hospital Directory (ahd.com), the most comprehensive
resource for hospital and healthcare benchmarking on the worldwide web. Our site
is the only one of its kind to integrate data from the American Hospital
Association.

       We have expanded significantly since our inception in 1993, primarily
through the acquisition of other businesses, products and services. Accordingly,
our consolidated financial statements have been restated to include historical
results of entities acquired on a pooling of interests basis. The addition of
historical results of acquired entities should be considered when reading the
period to period comparisons for fiscal years 1997, 1998 and 1999. Additionally,
reference is made to the consolidated financial statements and notes thereto for
the effect of such acquisitions.




                                       14
<PAGE>   15

       Since December 1995, we have completed the following significant
acquisitions:


<TABLE>
<CAPTION>
                                           DESCRIPTION OF
   COMPANY ACQUIRED                        COMPANY ACQUIRED                      POOLING/PURCHASE     DATE ACQUIRED
   ----------------                        ----------------                      ----------------     -------------
<S>                                        <C>                                   <C>                  <C>
Healthcare Design Systems                  Health care financial management      Purchase             December 1995
                                           and decision support software

Medicus Systems Corporation                Health care financial management      Purchase             November 1997*
                                           and decision support software

Rothenberg Health Systems, Inc.            Capitation management software        Pooling              December 1997
and Healthcare Research Affiliates,        and H.E.D.I.S. reporting
Inc. (collectively, "Rothenberg")

Cabot Marsh Corporation                    Health care compliance and            Purchase             February 1998
                                           consulting company

Pyramid Health Group, Inc.                 Cash flow management services         Pooling              June 1998
("Pyramid")                                company

Integrated Medical Networks, Inc.          Health care financial management      Pooling              September 1998
("IMN")

The Compucare Company                      Enterprise wide software              Pooling              March 1999
</TABLE>

----------

*      QuadraMed acquired 56.7% of the outstanding capital stock of Medicus
       Systems Corporation on November 9, 1997 and the remaining 43.3% in May
       1998.

       In September 1998, QuadraMed acquired all the outstanding capital stock
of Integrated Medical Networks, Inc.("IMN") in exchange for 1,550,000 shares of
our Common Stock. The acquisition was accounted for as a pooling of interests.
In accordance with pooling accounting rules, our consolidated financial
statements have been restated to include the historical operating results of
IMN for the 1997 and 1996 fiscal years.

       In June 1998, QuadraMed acquired all the outstanding capital stock of
Pyramid Health Group, Inc. ("Pyramid") in exchange for 2,740,000 shares of our
Common Stock under the terms and conditions of the acquisition agreement. The
acquisition was accounted for as a pooling of interests. In accordance with
pooling accounting rules, our consolidated financial statements have been
restated to include the historical operating results of Pyramid for the 1997 and
1996 fiscal years.

       In March 1998, QuadraMed acquired Velox Systems Corporation ("Velox") for
an aggregate purchase price of 40,562 shares of our Common Stock, the market
value of which was approximately $1,500,000 and approximately $3,100,000 in
cash. In connection with this acquisition, which was accounted for as a
purchase, QuadraMed allocated the purchase price based upon the estimated fair
value of the assets and liabilities assumed. The valuation was based on accepted
appraisal methodologies used at the time of the allocation. Since that time, the
SEC has provided new guidance with respect to the valuation of intangible assets
in purchase business combinations, including in-process R&D ("IPR&D"). In
response to this new guidance, QuadraMed elected to retroactively adjust the
amount of intangibles assigned to IPR&D from the previously reported $4,800,000
to $1,500,000 in the quarter ended March 31, 1998.

       In February 1998, QuadraMed acquired Cabot Marsh Corporation ("Cabot
Marsh") for an aggregate purchase price of 382,767 shares of our Common Stock,
the market value of which was approximately $8,400,000 and approximately
$2,800,000 in cash. In connection with this acquisition, which was accounted for
as a purchase, QuadraMed allocated the purchase price based upon the estimated
fair value of the assets and liabilities assumed. The valuation was based on
accepted appraisal methodologies used at the time of the allocation. Since that
time, the SEC has provided new guidance with respect to the valuation of
intangible assets in purchase business combinations, including IPR&D. In
response to this new guidance, QuadraMed elected to retroactively adjust the
amount of intangibles assigned IPR&D from the previously reported $6,200,000 to
$4,200,000 in the quarter ended March 31, 1998.



                                       15
<PAGE>   16
       QuadraMed acquired Rothenberg in December 1997. In exchange for all the
outstanding capital stock of Rothenberg, QuadraMed issued 1,588,701 shares of
our common stock. The acquisition was accounted for as a pooling of interests.

       In November 1997, QuadraMed acquired 56.7% of Medicus Systems Corporation
("Medicus"). Our purchase price for the 56.7 percent interest in Medicus was
approximately $26.3 million, which was comprised of a cash payment of $21.7
million, the issuance of a note payable for approximately $1.6 million to one
selling stockholder, the value of warrants issued to the selling stockholders of
$700,000, and transaction costs of $2.3 million. In connection with the
acquisition, which was accounted for as a purchase, QuadraMed allocated the
purchase price based upon the estimated fair value of our proportionate share of
the assets acquired and liabilities assumed. Intangible assets acquired
aggregated to $30.2 million, of which $1.7 million, $6.7 million and $21.8
million were assigned to acquired software, acquired intangible assets, and
acquired research and development in-process, respectively. Because there was no
assurance that QuadraMed would be able to successfully complete the development
and integration of the acquired research and development in-process or that it
had alternative future use at the acquisition date, the acquired research and
development in-process to expense we charged in the year ended December 31,
1997. Our proportionate share of net tangible liabilities assumed in the
acquisition totaled approximately $12.8 million. In May 1998, we completed the
acquisition of Medicus by purchasing the remaining 43.3% interest. We allocated
the remaining 43.3% purchase price based on the estimated fair value of the
assets and liabilities assumed. The valuation was based on accepted appraisal
methodologies used at the time of the allocation. Since that time, the SEC
provided new guidance with respect to the valuation of intangible assets in
purchase business combinations, including IPR&D. In response to this guidance,
we elected to retroactively adjust the amount of intangibles assigned to
acquired in-process research and development from the previously reported
$17,146,000 to $4,763,000 in the quarter ended June 30, 1998. The remaining
intangible balance will be amortized over a seven year period.

       During 1998, we recorded $4,202,000 of non-recurring charges. These
charges primarily related to costs associated with closing of a duplicative
operating facility within our business office outsourcing operations. Such costs
included future rents and lease obligations we were contractually obligated to
fulfill as well as severance packages for employees working out of that office.

       In February 1997, we entered into an arrangement to provide EDI
processing and management services to EDI USA, Inc. an organization owned and
established by thirteen independent Blue Cross and Blue Shield Plans to build
and operate an EDI transaction network. QuadraMed and EDI USA, Inc. terminated
this arrangement in December 1997. We recorded non-recurring charges of
$2,492,000 for the year ended December 31, 1997, related to costs incurred in
connection with the processing arrangement and the termination thereof.

       As of March 28, 2000, QuadraMed and its subsidiaries had approximately
4,000 customers, approximately 80% of which were hospitals, located in all 50
states, the District of Columbia, Canada, Puerto Rico, South Africa and the
Philippines. We expect to maintain a high percentage of hospital customers. No
single customer accounted for more than 10% of our revenues in 1997, 1998 or
1999.

       QuadraMed licenses a variety of products and provides a variety of
services. License revenue includes license, installation, consulting and
post-contract customer support fees, third-party hardware sales and other
revenues related to licensing of our software products. Service revenue is
comprised of business office and health information management outsourcing, cash
flow management, compliance and consulting services.

       The license product suite is comprised of enterprise-wide systems,
business office solutions, and medical records office solutions. Products can be
licensed individually or as a suite of interrelated products. Products are
licensed either under term arrangements (which range from one year to three
years and typically include monthly or annual payments over the term of the
arrangement) or on a perpetual basis. Revenues from enterprise-wide systems are
recognized based upon percentage of completion. Term licenses for business
office solutions and medical records office solutions are recognized monthly or
annually over the term of the license arrangement, beginning at the date of
installation. Revenues from perpetual licenses of business office solutions and
medical records office solutions are recognized upon shipment of the software if
there is persuasive evidence of an agreement, collection of the resulting
receivable is probable and the fee is fixed and determinable. If an acceptance
period is required, revenues are recognized upon the earlier of customer
acceptance or the expiration of the acceptance period.

       We also provide services to certain of our licensees of software
products. These services consist primarily of consulting and post-contract
customer support. Consulting services generally consist of installation of
software at customer sites, and revenue is recognized upon completion of
installation. Unbilled receivables consist of work performed or software
delivered which has not been billed under the terms of the contractual
arrangement with the customer. Post-contract customer support is recognized
ratably over the term of the support period. Deferred revenue primarily consists



                                       16
<PAGE>   17

of revenue deferred under annual maintenance and annual license agreements
on which amounts have been received from customers and for which the earnings
process has not been completed.

        We also provide business office and health information management
outsourcing, cash flow management, compliance and consulting services to
hospitals under contract service arrangements. Outsourcing revenues typically
consist of fixed monthly fees plus, in the case of business office outsourcing,
incentive-based payments that are based on a percentage of dollars recovered for
the provider for which the service is being performed. The monthly fees are
recognized as revenue on a monthly basis at the end of each month. Incentive
fees based upon collection of accounts from payors are recognized upon payment
by the payor to the customer. Incentive fees based upon acknowledgement from the
customer are recognized upon such acknowledgement. These fees are recorded as
unbilled revenue until the government agency pays the customer. Compliance and
consulting revenues are recognized as the services are provided. We have
experienced operating margins at differing levels related to licenses and
services. The service business has historically realized fluctuating margins
that were significantly lower than margins associated with licenses.

        We capitalize a portion of our software costs for internally developed
software products. These capitalized costs relate primarily to the development
of new products and the extension of applications to new markets or platforms
using existing technologies. The capitalized costs are amortized on a
straight-line basis over the estimated lives (usually five years) of the
products, commencing when each product is available to the market.

RESULTS OF OPERATIONS

        The following table sets forth, for the periods indicated, certain items
from the consolidated statement of operations of QuadraMed expressed as a
percentage of total revenues.

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                     -------------------------------
                                                      1997         1998         1999
                                                      ----         ----         ----
<S>                                                  <C>          <C>          <C>
Revenues:
     Licenses ...............................         59.1%        56.9%        53.6%
     Services ...............................         40.9         43.1         46.4
                                                     -----        -----        -----
     Total revenues .........................        100.0        100.0        100.0
Operating expenses:
     Cost of licenses .......................         29.5         25.0         24.0
     Cost of services .......................         27.3         28.3         28.2
     General and administration .............         22.3         15.7         13.1
     Sales and marketing ....................         10.1          9.3          9.6
     Research and development ...............         11.1         10.7          9.7
     Amortization of intangibles ............          1.2          3.1          3.4
     Acquisition costs ......................          2.2          4.9          2.9
     Impairment of intangibles ..............           --           --          4.4
     Non-recurring charges ..................          3.3          2.0          7.8
     Write-off of acquired in-process
       research and development .............         15.6          6.8          0.7
                                                     -----        -----        -----
       Total operating expenses .............        122.6        105.8        103.8
                                                     -----        -----        -----
Loss from operations ........................        (22.6)        (5.8)        (3.8)
Interest income (expense), net ..............         (0.3)        (0.2)        (1.2)
Other income (expense), net .................         (1.8)        (0.1)         0.5
                                                     -----        -----        -----
Net loss before provision
  for income taxes and minority interest ....        (24.7)        (6.1)        (4.5)
Provision for income taxes ..................         (0.8)        (2.0)        (0.6)
Minority interest in income (loss) ..........           --         (0.2)          --
Loss from discontinued operations ...........         (1.2)        (0.9)          --
Dividend accretion ..........................         (0.3)        (0.9)          --
                                                     -----        -----        -----
Net loss ....................................        (27.0)%      (10.1)%       (5.1)%
                                                     =====        =====         =====
</TABLE>



                                       17
<PAGE>   18

Years Ended December 31, 1999 and 1998

Revenues

       Licenses. License revenues increased 7.2% to $128.4 million in 1999 from
$119.8 million in 1998. License revenues include license, installation,
consulting and post-contract support fees, third-party hardware sales and other
revenues related to licensing of our software products. The increase in license
revenues was due principally to sales to new customers associated with our
coding and capitation products and sales to new and existing customers
associated with enterprise products.

       Services. Service revenues increased 22.5% to $111.2 million in 1999 from
$90.8 million in 1998. The increase in service revenues was primarily due to new
customers associated with our health information management outsourcing,
compliance and specialty audit services business.

       The increase in revenues for 1999 and 1998 reflected the completion of
numerous acquisitions, several of which were significant. QuadraMed currently
expects to complete fewer acquisitions in 2000. As a result, QuadraMed does not
expect revenues to increase at historical rates in the future.

Cost of Revenues

       Cost of licenses. Cost of licenses increased 9.3% to $57.5 million in
1999 from $52.6 million in 1998. Cost of licenses consists primarily of
salaries, benefits and allocated costs related to software installations,
hardware costs, customer support and royalties to third parties. As a percentage
of license revenues, cost of licenses increased to 44.8% in 1999 from 43.9% in
1998. Cost of licenses in aggregate and as a percentage of license revenues
increased primarily due to additional personnel hired to support software
installations and customer support for new customers during 1999. Additionally,
in the second half of 1999, QuadraMed experienced an increase in hardware sales,
which typically have a lower margin than the software sales.

       Cost of services. Cost of services increased 13.3% to $67.5 million in
1999 from $59.6 million in 1998. Cost of services includes expenses associated
with services performed primarily in connection with health information
management and business office outsourcing, compliance and consulting services.
As a percentage of service revenues, cost of services decreased to 60.7% in 1999
from 65.6% in 1998. The increase in cost of services was due principally to
additional operating costs associated with the health information management
outsourcing services and to a lesser extent, the hiring of additional compliance
consultants. Cost of services as a percentage of service revenues decreased
principally due to a higher revenue contribution from our health information
management outsourcing business unit and, to a lesser extent, the closure of one
of our duplicative operating facilities within our business office outsourcing
operations in the third quarter of 1998. As a result of this facility closure,
we eliminated a lower margin operation. In addition, our audit services provided
higher revenues and operating margins than certain of our other service
businesses in 1999.

Operating Expenses

       General and Administration. General and administration expenses decreased
4.9% to $31.4 million in 1999 from $33.0 million in 1998, and decreased as a
percentage of total revenues to 13.1% in 1999 from 15.7% in 1998. The decrease
in general and administration expenses was due to the reduction of certain
overhead costs associated with prior acquisitions as we have centralized many of
our administrative functions. The decrease in general and administration
expenses as a percentage of total revenues was principally due to a combination
of a larger revenue base and the reduction of certain overhead costs.

       Sales and Marketing. Sales and marketing expenses increased 17.3% to
$23.1 million in 1999 from $19.7 million in 1998, and increased as a percentage
of total revenues to 9.6% in 1999 from 9.3% in 1998. Sales and marketing
expenses increased primarily due to the addition of sales and marketing
personnel in 1999 and higher advertising costs, which included a more expansive
participation at the annual healthcare information management conference in
February 1999.

       Research and Development. Research and development costs include costs
incurred by us to further our efforts to enhance our products, which ultimately
support our license revenues. Research and development expenses increased 3.1%
to $23.2 million in 1999 from $22.5 million in 1998, and decreased as a
percentage of total revenues to 9.7% in 1999 from 10.7% in 1998. Research and
development expenses increased principally due to higher development costs
incurred for our Enovation product lines. As a percentage of total revenues,
research and development expenses decreased primarily due to a larger revenue
base. We capitalized



                                       18
<PAGE>   19

$4.8 million, $3.1 million and $1.2 million of software development costs in
fiscal 1999, 1998 and 1997, respectively, which represented 17.2%, 12.1% and
6.9% of total research and development expenditures in fiscal 1999, 1998 and
1997. Amortization of capitalized software development costs totaled $704,000,
$713,000 and $388,000 in fiscal 1999, 1998 and 1997, respectively. We believe
that research and development expenditures are essential to maintaining our
competitive position. As a result, we intend to continue to make investments in
the development of new products and in the further integration of acquired
technologies into our suite of products.

       Amortization of Intangibles. Amortization of intangibles increased to
$8.2 million in 1999 from $6.5 million in 1998. The increase in amortization of
intangibles is due primarily to the purchase of the remaining 43.3% of Medicus
in May 1998, the acquisitions of Cabot Marsh and Velox during the first quarter
of 1998, and the acquisition of MedData in 1999.

       Acquisition Costs. QuadraMed incurred $6.9 million of acquisition costs
for the year ended December 31, 1999. These acquisition costs related to the
Compucare acquisition in 1999. Such costs were primarily for financial advisor
fees of approximately $5.7 million incurred by QuadraMed and Compucare and to a
lesser extent, legal and accounting fees of approximately $1.2 million. During
1998, QuadraMed incurred $10.3 million of acquisition costs associated with the
acquisitions of Pyramid, Codemaster and Integrated Medical Networks. Acquisition
costs relate primarily to financial advisors hired by QuadraMed and the acquired
companies, legal and accounting fees.

       Non-recurring Charges. Non-recurring charges totaled $29.4 million in
1999, primarily associated with the closing of duplicative operating facilities
within several of our business units. As a result of our initiatives to
integrate acquired businesses and consolidate duplicate operations, we have
recorded approximately $10.0 million related to severance payments to employees
ranging from several weeks to two years in the case of certain management of
Compucare. Additionally, the charge included $8.8 million of future rents and
lease obligations that we were contractually obligated to fulfill as well as
other incremental costs to wind-down the operations of the offices. This effort
resulted in a work force reduction of more than 100 employees. We recorded $4.2
million of non-recurring charges in 1998. These charges primarily related to
costs associated with closing of a duplicative operating facility within our
business office outsourcing operations. Such costs included future rents and
lease obligations that we were contractually obligated to fulfill as well as
severance packages for employees working out of that office. Such employees were
paid severance packages through November 1998.

       Intangible Assets. We recorded a $10.6 million charge in 1999 to
write-down certain intangible assets related to acquisitions of companies made
in 1997 and 1998. The write-down related to the acquisitions of Synergy,
InterLink, Velox and American Hospital Directory.

       Acquired Research and Development In-Process. In connection with the
acquisition of Med Data Systems (Med Data) in July 1999, and the acquisitions of
Cabot Marsh, Velox, and InterLink during 1998, QuadraMed expensed $1.7 million
and $14.5 million in 1999 and 1998, respectively, of acquired in-process
research and development ("IPR&D"). This amount was expensed as a non-recurring
charge because the IPR&D projects identified had not yet reached technological
feasibility and had no alternative future use. The following table depicts the
allocations to IPR&D for the years ended December 31, (in thousands):

<TABLE>
<CAPTION>
                               1998         1999
                               ----         ----
<S>                          <C>          <C>
Med Data ..............          $--      $ 1,722
Velox .................        1,500           --
Cabot Marsh ...........        4,200           --
Medicus (43.3%) .......        4,763           --
Other acquisitions ....        4,031           --
                             -------      -------
Total .................      $14,494      $ 1,722
                             =======      =======
</TABLE>

       The value allocated to IPR&D was determined by estimating the costs to
develop the purchased technology into commercially viable products, estimating
the resulting net cash flows from each project, excluding the cash flows related
to the portion of each project that was incomplete at the acquisition date, and
discounting the resulting net cash flows to their present value. Each of the
project forecasts was based upon future discounted cash flows, taking into
account the stage of development of each in-process project, the cost to develop
that project, the expected income stream, the life cycle of the product
ultimately developed, and the associated risks. In each case, the selection of
the applicable discount rate was based on consideration of our weighted average
costs of capital, as well as other factors including the useful life of each
technology, profitability levels of each technology, the uncertainty of
technology advances that were known at the time, and the stage of completion of
each technology.

       VELOX. At the acquisition date, Velox was conducting development,
engineering, and testing activities associated with SMARTLINK, a product which
focuses on accounts receivable analysis and reporting in hospitals, large
physician practices, and other entities. Upon completion, this product was
planned to have significant scalability, a multilayer architecture, and the
ability to incorporate Windows NT 5.0 and the next generation of Microsoft SQL
Server. At the acquisition date, Velox was approximately 35% complete

                                       19
<PAGE>   20
with the development of this product. We anticipated that SMARTLINK would
be completed in the last half of 1998, after which we expected to begin
generating economic benefits from the value of the completed IPR&D.

       Revenues attributable to SMARTLINK were estimated to be $1.3 million in
1998 and $5.0 million in 1999. IPR&D revenue, as a percentage of total projected
company revenue, was expected to peak in 1999 and decline thereafter as new
product technologies were expected to be introduced. Operating expenses
(expressed as a percentage of revenue) average 79% over the projection period.
The costs to complete the IPR&D were expected to be $293,000 in 1998 and
$239,000 in 1999. A risk-adjusted discount rate of 20% as utilized to discount
projected cash flows.

       CABOT MARSH. At the acquisition date, Cabot Marsh was conducting
development, engineering, and testing activities associated primarily with the
next generation of RAMS, a compliance product related to inpatient and
outpatient coding. At the acquisition date, Cabot Marsh was approximately 80%
complete with the development of the IPR&D. We anticipated that the project
would be completed in the second half of 1998, after which we expected to begin
generating economic benefits from the value of the completed IPR&D.

       Revenues attributable to the next generation of RAMS were estimated to be
$807,000 in 1998 and $11.3 million in 1999. IPR&D revenue, as a percentage of
total projected company revenue, was expected to peak in 1999 and decline
thereafter as new product technologies were expected to be introduced by the
company. Operating expenses (expressed as a percentage of revenue) average 57%
over the projection period. The costs to complete the IPR&D efforts were
expected to be $140,000 in 1998 and $427,000 in 1999. A risk-adjusted discount
rate of 19% was utilized to discount projected cash flows.

       MEDICUS. At the acquisition date, Medicus was conducting development,
engineering, and testing activities associated with the next generations of the
company's Clinical Data Systems ("CDS") and Patient Focused Systems ("PFS")
project lines. At the acquisition date, Medicus was approximately 30% and 60%
complete with CDS and PFS, respectively. We anticipated that CDS would be
completed at the end of 1998, with PFS scheduled for completion in mid-1999.
After these release dates, we expected to begin generating economic
benefits from the value of the completed IPR&D.

       Revenues attributable to CDS were estimated to be $6.0 million in 1999
and $18.0 million in 2000. IPR&D revenue, as a percentage of total projected
product revenue, is expected to peak in 2000 and decline thereafter as new
product technologies are expected to be introduced by the company. Revenues
attributable to PFS were estimated to be $7.2 million in 2000 and $9.8 million
in 2001. IPR&D revenue, as a percentage of total projected product revenue, was
expected to peak in 2000 and decline thereafter as new technologies were
expected to be introduced. For both projects, operating expenses (expressed as a
percentage of revenue) average 61% over the projection period. The costs to
complete the CDS IPR&D efforts were expected to be $14,000 in 1998 and $1.2
million in 1999. The costs to complete the PFS IPR&D efforts were expected to be
$6,000 in 1998 and $309,000 in 1999. For each of the projects, a risk-adjusted
discount rate of 18% was utilized to discount projected cash flows.

       In connection with the acquisition of 56.7% of the outstanding stock of
Medicus in November 1997, QuadraMed allocated $21.9 million related to IPR&D.
This amount was expensed as a non-recurring charge because the IPR&D projects
identified had not yet reached technological feasibility and had no alternative
future use. The amounts allocated to IPR&D for the year ended December 31, 1997
were evaluated based on current industry practices.

       MED DATA. At the acquisition date, Med Data was conducting development,
engineering, and testing activities associated with the MEDREC/Chart Completion
Millennium product (Chart Completion). At the acquisition date, Med Data was
approximately 68% complete with this product. We anticipated that Chart
Completion would be completed in late 1999, after which we expected to begin
generating economic benefits from the value of the completed IPR&D.

       Revenues attributable to Chart Completion were estimated to be $240,000
in 1999, increasing to $3.3 million in 2000 and peaking at $5.1 million in 2001
and declining thereafter as new product technologies were expected to be
introduced. Operating expenses (expressed as a percentage of revenue) average
58% over the projection period. The costs to complete the IPR&D were expected to
be $236,000 in 1999. A risk-adjusted discount rate of 25% was utilized to
discount projected cash flows.

       The SMARTLINK, RAMS, CDS, PFS and products have been completed as of
12/31/99. Chart Completion is expected to be completed in the second quarter of
2000.

       Interest income (expense). Interest expense, net was $2.8 million in 1999
and $387,000 in 1998. Interest expense during 1999 was principally due to
interest expense on our $115 million Convertible Subordinated Debentures which
were sold in May 1998, and interest expense on notes payable assumed from the



                                       20
<PAGE>   21

acquisition of IMN in September 1998, which were paid in full in April 1999.
Interest expense was partially offset by interest income from our cash and
investments.

       Provision for Income Taxes. Provision for income taxes was $1.5 million
in 1999 and $4.3 million in 1998. The provision for income taxes is primarily
due to state and alternative minimum tax liabilities on certain of our legal
entities. Amounts allocated to acquired in-process research and development are
not deductible for tax purposes. For financial reporting purposes, a 100%
valuation allowance of $22.7 million and $20.4 million has been recorded in 1999
and 1998 against our deferred tax assets, which consist primarily of the
benefits associated with our net operating loss carryforwards. We are unable to
conclude that it is more likely than not that these assets will be realizable.

Years Ended December 31, 1998 and 1997

Revenues

       Licenses. License revenues increased 44.0% to $119.8 million in 1998 from
$83.2 million in 1997. The increase in license revenues was primarily due to
revenues associated with the acquisition of Medicus and to a lesser extent,
revenues from new customers for our coding, capitation and enterprise solution
software products.

       Services. Service revenues increased 57.6% to $90.8 million in 1998 from
$57.6 million in 1997. The increase in service revenues was primarily due to new
customers associated with our health information management outsourcing
business, and to a lesser extent, customers associated with the acquisition of
Cabot Marsh during the first quarter of 1998.


Cost of Revenues

       Cost of licenses. Cost of licenses increased 26.7% to $52.6 million in
1998 from $41.5 million in 1997. As a percentage of license revenues, cost of
licenses decreased to 43.9% in 1998 from 49.9% in 1997. Cost of licenses
increased primarily due to additional personnel hired to support software
installations and customer support for new customers during 1998. As a
percentage of license revenues, cost of revenues decreased primarily due to an
increased revenue base during 1998.

       Cost of services. Cost of services increased 54.9% to $59.6 million in
1998 from $38.5 million in 1997. As a percentage of service revenues, cost of
services decreased to 65.6% in 1998 from 66.8% in 1997. Cost of services
increased primarily due to additional personnel costs associated with our health
information management outsourcing business and to a lesser extent, additional
operating costs as a result of our acquisition of Cabot Marsh during the first
quarter of 1998.

Operating Expenses

       General and Administration. General and administration expenses increased
5.0% to $33.0 million in 1998 from $31.4 million in 1997, and decreased as a
percentage of total revenues to 15.7% in 1998 from 22.3% in 1997. The decrease
in general and administration expense as a percentage of total revenues was
primarily due to a larger revenue base, the reduction of certain overhead costs
associated with prior acquisitions and to a lesser extent, legal and other costs
QuadraMed incurred in 1997 to settle certain litigation initiated in prior
years.

       Sales and Marketing. Sales and marketing expenses increased 38.6% to
$19.7 million in 1998 from $14.2 million in 1997, and decreased as a percentage
of total revenues to 9.3% in 1998 from 10.1% in 1997. Sales and marketing
expenses increased primarily from the hiring of additional sales personnel
during 1998 and increased advertising costs, including sponsoring and
participating in more trade shows during 1998. As a percentage of total
revenues, sales and marketing expenses decreased primarily due to a larger
revenue base in 1998.

       Research and Development. Research and development expenses increased
44.0% to $22.5 million in 1998 from $15.6 million in 1997, and decreased as a
percentage of total revenues to 10.7% in 1998 from 11.1% in 1997. The increase
in research and development expenses was due to the hiring of additional
programmers from acquired companies and the ongoing development of product
enhancements and new products. As a percentage of total revenues, research and
development expenses decreased primarily due to a larger revenue base.



                                       20
<PAGE>   22

       Amortization of Intangibles. Amortization of intangibles increased to
$6.5 million in 1998 from $1.7 million in 1997. The increase in amortization of
intangibles is due primarily to the acquisition of 56.7% of Medicus in November
1997, the purchase of the remaining 43.3% of Medicus in May 1998, and the
acquisitions of Cabot Marsh and Velox during the first quarter of 1998.

       Acquisition Costs. During the fourth quarter ended December 31, 1997,
QuadraMed completed two acquisitions which were accounted for on a pooling of
interests basis. In connection with these acquisitions, QuadraMed incurred $3.1
million in acquisition and related costs.

       Non-recurring Charges. QuadraMed recorded non-recurring charges of $4.7
million in 1997. These non-recurring charges were comprised of $2.5 million
related to the termination of the claims processing arrangement with EDI USA,
Inc. and other charges associated with the write down of certain assets which
were determined to have no future realizable value.

       Provision for Income Taxes. Provision for income taxes was $1.1 million
in 1997, primarily comprised of state and alternative minimum tax liabilities.
For financial reporting purposes, a 100% valuation allowance of $15.5 million
has been recorded in 1997 against our deferred tax assets, as management is
unable to conclude that it is more likely than not that these assets will be
realizable.

LIQUIDITY AND CAPITAL RESOURCES

       In October 1996, QuadraMed completed its initial public offering of
common stock, which resulted in net proceeds to QuadraMed of approximately $26.1
million. In October 1997, QuadraMed completed a follow-on offering of common
stock, which resulted in net proceeds to QuadraMed of approximately $57.3
million. In May 1998, QuadraMed completed an offering of $115.0 million
principal amount of Convertible Subordinated Debentures, including the initial
purchasers' over-allotment option. The debentures are due May 1, 2005 and bear
interest, which is payable semi-annually at 5.25% per annum. Proceeds to
QuadraMed from the offering were $110.8 million.

       At December 31, 1999, QuadraMed had $11.6 million of cash and cash
equivalents, $31.2 million of short and long-term investments and $80.9 million
in net working capital. Net cash used in operating activities was $38.2 million,
$26.5 million and $7.7 million in the years ended December 31, 1999, 1998 and
1997, respectively. Net cash used in operating activities in 1999 was
principally due to an increase in unbilled and accounts receivable, prepaid
expenses and other assets and a decrease in accounts payable and accrued
liabilities and deferred revenue. Accounts receivable increased primarily due to
an increase in receivables associated with our Enterprise products and business
office service businesses. Prepaids and other assets increased primarily due to
prepaid royalties related to purchased technology rights during the second
quarter of 1999. Net cash used in operating activities in 1998 was principally
attributable to our net loss in 1998, a substantial portion of which was
comprised of non-cash charges to write-off acquired in-process research and
development related to the remaining acquisition of 43.3% of Medicus in May 1998
and other acquisitions and acquisition and non-recurring costs recorded during
1998. In addition, while accounts receivable increased during 1998, accounts
payable and accrued liabilities decreased during 1998. The increase in accounts
receivable was primarily due to the significant increase in revenues in 1998,
while the decrease in accounts payable and accrued liabilities was primarily due
to the payment of acquisition and severance related costs associated with
acquisitions in the latter half of 1997 and the pay down of other accrued
liabilities from acquired companies.

       Net cash provided by investing activities was $1.6 million in the year
ended December 31, 1999. Net cash used in investing activities was $87.6 million
and $32.3 million in the years ended December 31, 1998 and 1997, respectively.
Investing activities in fiscal year 1999 primarily included the purchase of
technology rights of $6.0 million, the additional equity investment of $3.0
million in VantageMed, $8.2 million paid for acquisitions which primarily
consisted of $5 million paid in the acquisition of Med Data, purchases of
capital equipment, and the capitalization of computer software development
costs. These cash outflows were offset by $33.3 million received from net
maturities of short-term investments. Investing activities in fiscal year 1998
primarily included the purchase of short and long-term investments, cash paid
for several acquisitions and the purchase of equipment by QuadraMed. Investing
activities in fiscal year 1997 primarily included cash paid for the Medicus and
Synergy HMC acquisitions, purchases of equipment and the capitalization of
computer software development costs.

       Net cash used in financing activities was $18.4 million in the year ended
December 31, 1999. Net cash provided by financing activities was $131.9 million
and $59.7 million in the years ended December 31, 1998 and 1997, respectively.
Financing activities in 1999 related to the repayment of the outstanding
balances under the line of credit assumed as part of the Compucare acquisition
and under a note payable assumed as part of the IMN acquisition, offset by the
proceeds from the exercise of common stock options. Net cash provided by
financing activities in 1998 primarily related to the offering of $115 million
of Convertible Subordinated Debentures, which raised net proceeds of $110.8
million in April 1998, and to the issuance of $400,000 in convertible promissory



                                       22
<PAGE>   23

notes. Additional cash was provided by the exercise of common stock warrants
issued to former Medicus stockholders and the exercise of common stock options
during 1998. Net cash provided by financing activities in fiscal year 1997
included $58.2 million in net proceeds from our follow-on common stock offering
in October 1997.

       In September 1998, QuadraMed entered into an arrangement to guarantee a
line of credit of another company for up to $12.5 million. Outstanding balances
under the line of credit accrue interest at 8.5% and are due in October 2001.
QuadraMed was not in compliance with certain covenants under this agreement as
of December 31, 1999. These covenants were waived in exchange for a perfected
security interest in our cash and marketable securities of $12.5 million
effective March 1, 2000. It is uncertain whether we will be required to perform
under this guarantee.

       We believe that our current cash and investments will be sufficient to
fund operations at least through December 31, 2000.

YEAR 2000 COMPLIANCE

       The year 2000 computer problem refers to the potential for system and
processing failures of date-related data as a result of computer-controlled
systems using two digits rather than four to define the applicable year. For
example, computer programs that have time-sensitive software may recognize a
date represented as "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations,
including among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. To date, we have
not experienced any year 2000 issues with any of our internal systems or our
products, but we cannot be sure that we will not experience any in the future.
In addition, we have not experienced any year 2000 issues related to any of our
key third party suppliers and customers, but we cannot be sure that we will not
experience any in the future. Costs associated with remediating year 2000
problems in our internal systems were not material.

RECENT ACCOUNTING PRONOUNCEMENTS

       In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities", which requires companies to record
derivative financial instruments on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. The key criterion for hedge
accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of all fiscal years beginning after June 15,
1999. In July 1999, the Financial Accounting Standards Board issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities Deferral of
the Effective Date of FASB Statement No. 133 -- An amendment of FASB Statement
No. 133." SFAS No. 137 defers the implementation of SFAS No. 133 by one year.
This statement is not expected to have a material impact on the financial
condition or results of the operations of QuadraMed.

       In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies. We will adopt
SAB 101 as required in the second quarter of 2000. We are currently evaluating
the effect that such adoption of SAB 101 will have on our financial position or
results of the operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

       Interest Rate Risk. Our exposure to market risk for changes in interest
rates primarily relates to our investment portfolio and Convertible Subordinated
Debentures. It is our intent to ensure the safety and preservation of our
invested principal funds by limiting default risk, market risk and reinvestment
risk. We invest in high-quality issuers, including money market funds, corporate
debt securities and debt securities issued by the United States government. We
invest, by policy, in securities with maturities of two years or less. We do not
invest in derivative financial or foreign investments. The table below presents
fair values of principal amounts and weighted average interest rates for our
investment portfolio at December 31, 1999 (in thousands, except average interest
rates):


                                       23
<PAGE>   24

<TABLE>
<CAPTION>
                                                                     WEIGHTED
                                                     AGGREGATE     AVERAGE INTEREST
                                                     FAIR VALUE       RATE
                                                     ----------       ----
<S>                                                  <C>           <C>
Cash and cash equivalents:

     Money market funds ........................      $11,565         4.72%
                                                       ------
            Total cash and cash equivalents ....      $11,565
                                                       ======

Short-term investments:

     Corporate debt securities .................      $16,636         6.67%
     Debt securities issued by the U.S.
      government ...............................        2,473         5.44%
                                                       ------
            Total short-term investments .......      $19,109
                                                       ======

Long-term investments:

     Corporate debt securities .................      $ 7,164         5.77%
     Debt securities issued by the U.S.
      government ...............................        4,938         5.33%
                                                       ------
            Total long-term investments ........      $12,102
                                                       ======
</TABLE>

       Outstanding Debt. As of December 31, 1999, we had outstanding long-term
debt of $115,000,000, consisting of Convertible Subordinated Debentures that
mature as follows (in thousands, except average interest rates):


<TABLE>
<CAPTION>
                                                                     WEIGHTED
MATURITY                   CARRYING              FAIR                 AVERAGE
DATE                        AMOUNT               VALUE             INTEREST RATE
----                        ------               -----             -------------
<S>                        <C>                  <C>                <C>
2005                       $115,000             $55,200                 5.25%
</TABLE>


CERTAIN FACTORS THAT MIGHT AFFECT FUTURE OPERATING RESULTS

HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE PROFITABILITY

       We incurred net losses of $37.6 million, $19.5 million and $12.3 million
in fiscal years 1997, 1998 and 1999, respectively. As of December 31, 1999, our
accumulated deficit was $205.5 million. These losses include write-offs for
acquired in-process research and development of $21.9 million, $14.5 million and
$1.7 million in fiscal years 1997, 1998 and 1999. In connection with our
acquisitions, we have and will incur significant non-recurring charges and we
will be required to amortize significant expenses related to goodwill and other
intangible assets in future periods. It is uncertain whether we will be able to
achieve or sustain revenue growth or profitability on a quarterly or annual
basis.

POTENTIAL VARIABILITY IN QUARTERLY OPERATING RESULTS

       Our quarterly operating results have varied significantly in the past.
Our quarterly revenues and operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside our
control. These factors include:

-      integration of acquired businesses with our business;

-      variability in demand for our products and services;

-      the introduction of product enhancements and new products by us and our
       competitors;

-      the timing and significance of announcements concerning our present or
       prospective strategic alliances;

-      the termination of, or a reduction in, the products and services we
       offer,

-      the loss of customers due to consolidation in the health care industry;

-      delays in product delivery requested by our customers;



                                       24
<PAGE>   25

-      the length of the sales cycle for our products or the timing of our
       sales;

-      the amount of new potential contracts at the beginning of any particular
       quarter;

-      budgeting cycles of our customers and changes in our customer's budgets;

-      our investment in marketing, sales, research and development, and
       administrative personnel necessary to support our anticipated operations;

-      costs incurred in connection with our marketing and sale promotional
       activities;

-      software defects and other quality factors in our products; and

-      general economic conditions and resulting effects on the health care
       industry.

       We cannot accurately forecast the timing of our customer purchases due to
the complex procurement decision process associated with most health care
providers and payors. As a result, we typically experience sales cycles that
extend over several quarters. In addition, certain products we acquired as a
result of our acquisition of Integrated Medical Networks in September 1998 and
The Compucare Company in March 1999 have higher average selling prices and
longer sales cycles than many of our other products. This may increase the
volatility of our quarterly operating results. Moreover, our operating expense
levels, which will increase with the addition of acquired businesses, are
relatively fixed. Accordingly, if future revenues are below our expectations, we
would experience a disproportionate adverse affect on our net income and
financial results. Further, it is likely that, in some future quarter, our
revenues or operating results may fall below the expectations of securities
analysts and investors. In such an event, the trading price of our common stock
would likely be materially and adversely affected.

Integration Of Acquired Companies Into QuadraMed

       Realizing benefits from acquisitions depends in significant part upon
several factors and is accompanied by a number of risks, including:

-      successful integration of the operations, products and personnel of the
       acquired company;

-      possible costs, delays or other problems we may incur to successfully
       complete such integration;

-      the potential interruption or disruption of our ongoing business and the
       distraction of management from other matters; and

-      significant operational and administrative expense relating to such
       integration.

       Any difficulties encountered in the integration process could have a
material adverse effect on our business, operating results and financial
condition. Even if we are able to successfully integrate these businesses with
our business, the acquired operations may not achieve sales, productivity and
profitability commensurate with our historical or projected operating results.
Failure to achieve such projected results would have a material adverse effect
on our financial performance, and in turn, on the market value of the our Common
Stock. There can be no assurance that we will realize any of the anticipated
benefits of our acquisitions or that such acquisitions will enhance our business
or financial performance.

Dependence on Acquisition Strategy

       We intend to continue to expand in part through acquisitions of products,
technologies and businesses. Our ability to expand successfully through
acquisition depends on many factors, including:

-      the successful identification and acquisition of products, technologies
       or businesses;

-      management's ability to effectively negotiate and consummate acquisitions
       and integrate and operate the new products, technologies or businesses;



                                       25
<PAGE>   26

-      significant competition for acquisition opportunities in our industry,
       which may intensify due to increasing consolidation in the health care
       industry, thereby increasing the costs of capitalizing on acquisition
       opportunities;

-      competition for acquisition opportunities with other companies that have
       significantly greater financial and management resources than us;

       From time to time, we also consider various strategic alternatives,
including potential business combinations, divestitures of business units,
strategic partnerships and discontinuance of lines of business. Each of these
strategic alternatives carries certain risks that are difficult to predict but
which may have a material adverse effect on our business.

RISKS ASSOCIATED WITH ACQUISITIONS; NEED TO MANAGE CHANGING OPERATIONS

       Acquisitions involve a number of special risks including:

-      managing geographically dispersed operations;

-      failure of the acquired business to achieve expected results;

-      failure to retain key personnel of the acquired business;

-      inability to integrate the new business into existing operations and
       risks associated with unanticipated events or liabilities;

-      potential increases in stock compensation expense and increased
       compensation expense resulting from newly hired employees;

-      the assumption of unknown liabilities and potential disputes with the
       sellers of one or more acquired entities; and

-      exposure to the risks of entering markets in which we have no direct
       prior experience or to risks associated with the market acceptance of
       acquired products and technologies.

       We may not be successful in addressing these risks and our failure to do
so could have a material adverse effect on our business, results of operations
and financial condition.

       Additionally, customer dissatisfaction or performance problems at a
single acquired company could have an adverse effect on our sales and marketing
initiatives and on our reputation. With the addition of the acquired businesses,
our anticipated future operations may place a strain on our management systems
and resources. We expect that we will be required to continue to improve our
financial and management controls, reporting systems and procedures, and will
need to expand, train and manage our workforce. There can be no assurance that
we will be able to effectively manage these tasks, and the failure to do so
could have a material adverse effect on our business, financial condition and
results of operations.

       Moreover, future acquisitions by us may result in potentially dilutive
issuances of equity securities, the incurrence of additional debt and the
recognition of amortization expenses related to goodwill and other intangible
assets. Our inability to successfully deal with these factors could have a
material adverse effect on our business, financial condition and results of
operations.

DEPENDENCE ON KEY PERSONNEL

       We are substantially dependent upon the continued service of our
executive officers, product managers and other key sales, marketing and
development personnel. If we fail to retain the services of any of our executive
officers or fail to hire, retain and motivate other key employees, our business
will be adversely affected. Furthermore, additions of new, and departures of
existing, personnel could have a disruptive effect on our business and
operations.

RISKS RELATED TO HOSPITAL AND MANAGED CARE MARKETS; UNCERTAINTY IN THE
HEALTHCARE INDUSTRY

       A substantial portion of our revenues have been and are expected to be
derived from the sale of software products and services to hospitals.
Consolidation in the health care industry, particularly in the hospital and
managed care markets, could cause a decrease in the number of existing or
potential purchasers of our products and services, which could adversely affect
our business. In addition, the decision to purchase our products often involves
the approval of several members of management of a hospital or health care
provider. Consequently, it is difficult for us to predict the timing or outcome
of the buying decisions of our customers or potential customers.

       The health care industry in the United States is subject to changing
political, economic and regulatory influences that may affect the procurement
practices and operations of health care organizations. We believe that the
commercial value and appeal of our



                                       26
<PAGE>   27

products may be adversely affected if the current health care financing and
reimbursement system were to reverse our current evolution to a managed care
model back to a fee-for-service model. In addition, many of our customers are
providing services under capitated service agreements, and a reduction in the
use of capitation arrangements as a result of regulatory or market changes could
have a material adverse effect on our business, financial condition and
operating results. During the past several years, the health care industry has
been subject to increasing levels of governmental regulation of, among other
things, reimbursement rates and certain capital expenditures. Certain proposals
to reform the health care system have been and are being considered by Congress.
These proposals, if enacted, could change the operating environment of our
clients in ways that cannot be predicted. Health care organizations may react to
these proposals by curtailing or deferring investments, including those for our
products and services.

       Changes in current health care financing and reimbursement systems could
result in the need for unplanned product enhancements, in delays or
cancellations of product orders or shipments or in the revocation of endorsement
of our products by hospital associations or other customers. Any of these
occurrences could have a material adverse effect on our business. In addition,
many health care providers are consolidating to create integrated health care
delivery systems with greater regional market power. As a result, these emerging
systems could have greater bargaining power, which may lead to price erosion of
our products. If we fail to maintain adequate price levels, our business,
financial condition and results of operations would be adversely affected. Other
market-driven reforms could also have adverse effects on our business, financial
condition and results of operations.

HIGHLY COMPETITIVE MARKET

       Competition in the market for our products and services is intense and is
expected to increase. Increased competition could result in price reductions,
reduced gross margins and loss of market share, any of which could materially
adversely affect our business, financial condition and results of operations. We
compete with other providers of health care information software and services,
as well as health care consulting firms. Some principal competitors include,
among others:

-      Healtheon/WebMD Corporation, CIS Technologies, Inc., a division of
       National Data Corporation, Inc., and Sophisticated Software, Inc. in the
       market for our EDI products;

-      McKesson HBOC, Inc. and SoftMed Corporation Inc. in the market for our
       electronic document management products;

-      Eclipsys Corporation and Healthcare Microsystems, Inc., a division of
       Health Management Systems Inc. and MediQual Systems, Inc., a division of
       Cardinal Health, Inc., in the market for our decision support products;

-      McKesson HBOC, Inc., Shared Medical Systems, Inc., MediTech Corporation
       and Eclipsys Corporation in the market for our enterprise products;

-      a subsidiary of Minnesota Mining and Manufacturing, in the market for our
       medical records products; and

-      FYI Corporation and SMART Corporation in the market for our health
       information management services.

       In addition, current and prospective customers evaluate our capabilities
against the merits of their existing information systems and expertise.
Furthermore, major software information systems companies, including those
specializing in the health care industry, not presently offering products that
compete with those offered by us, may enter our markets. In addition, many of
our competitors and potential competitors have significantly greater financial,
technical, product development, marketing and other resources and market
recognition than us. Many of our competitors also currently have, or may develop
or acquire, substantial installed customer bases in the health care industry. As
a result of these factors, our competitors may be able to respond more quickly
to new or emerging technologies, changes in customer requirements and political,
economic or regulatory changes in the health care industry and may



                                       27
<PAGE>   28

devote greater resources to the development, promotion and sale of their
products than us. There can be no assurance that we will be able to compete
successfully against current and future competitors or that such competitive
pressures will not materially adversely affect our business, financial condition
and operating results.

SHARES ELIGIBLE FOR FUTURE SALE

       Future sales of Common Stock by existing stockholders under Rule 144 of
the Securities Act and through the exercise of registration rights could lower
the market price of our Common Stock. As of January 31, 2000, approximately
2,272,230 shares are available for sale in the public market subject to
compliance with Rule 144. Certain of our existing stockholders holding an
aggregate of 1,179,220 shares of Common Stock as of January 31, 2000 have rights
under certain circumstances to require us to register their shares for future
sale.

       In September 1998, we closed the acquisition of IMN . In connection with
the acquisition of IMN, we issued an aggregate of 1,550,000 shares of Common
Stock. In June 1998, we closed the acquisition of Pyramid. In connection with
the acquisition of Pyramid, we issued an aggregate of 2,784,508 shares of Common
Stock and warrants to purchase 62,710 shares of Common Stock. In connection with
the acquisition of Compucare, we issued an aggregate of 2,957,000 shares of
common stock. All of these shares have been registered for resale under the
Securities Act.

       Sales of a substantial number of the aforementioned shares in the public
markets or the prospect of such sales could adversely affect or cause
substantial fluctuations in the market price of our common stock and impair our
ability to raise additional capital through the sale of our securities.

NEW PRODUCT DEVELOPMENT AND SYSTEM ENHANCEMENT

       Our performance depends in large part upon our ability to provide the
increasing functionality required by our customers through the timely
development and successful introduction of new products and enhancements to our
existing suite of products. We have historically devoted significant resources
to product enhancements and research and development and believe that
significant continuing development efforts will be required to sustain our
operations and integrate the products and technologies of acquired businesses
with our products. There can be no assurance that we will successfully or in a
timely manner develop, acquire, integrate, introduce and market new product
enhancements or products, or that product enhancements or new products developed
by us will meet the requirements of hospitals or other health care providers and
payors and achieve or sustain market acceptance.

LIMITED PROPRIETARY RIGHTS; RISK OF INFRINGEMENT

       We rely on a combination of trade secrets, copyright and trademark laws,
nondisclosure and other contractual provisions to protect our proprietary
rights. We have not filed any patent applications covering our technology. There
can be no assurance that measures we have taken to protect our intellectual
property will be adequate or that our competitors will not independently develop
products and services that are substantially equivalent or superior to the
products and services we offer.

       There is substantial litigation regarding intellectual property rights in
the software industry. We expect that software products may be increasingly
subject to third-party infringement claims as the number of competitors in our
industry segment grows and the functionality of products overlaps. We have not
been notified that our products infringe upon the proprietary rights of third
parties. However, there can be no assurance that third parties will not assert
infringement claims against us in the future. QuadraMed may incur substantial
litigation expenses in defending any such claim regardless of the merit of the
claim. In the event of an unfavorable ruling on any such claim, we cannot
guarantee that a license or similar agreement will be available to us on
reasonable terms, if at all. Infringement may result in significant monetary
liabilities which would have a material adverse effect on our business,
financial condition and results of operations. We cannot guarantee that we will
be successful in the defense of these or similar claims.

RISK OF PRODUCT DEFECTS; FAILURE TO MEET PERFORMANCE CRITERIA

       Products such as our products frequently contain errors or failures,
especially when initially introduced or when new versions are released. Although
we conduct extensive testing on our products, software errors have been
discovered in certain enhancements and products after their introduction. We
cannot guarantee that despite such testing by us, and by our current and
potential customers, products under development, enhancements or shipped
products will be free of errors or performance failures, resulting in, among
other things;



                                       28
<PAGE>   29

-      loss of revenues and customers;

-      delay in market acceptance;

-      diversion of resources;

-      damage to our reputation; or

-      increased service and warranty costs.

       The occurrence of any of these consequences could have a material adverse
effect upon our business, financial condition and results of operations.

YEAR 2000

       As is true for most companies, the Year 2000 computer issue creates a
risk for us. The year 2000 computer problem refers to the potential for system
and processing failures of date-related data as a result of computer-controlled
systems using two digits rather than four to define the applicable year. For
example, computer programs that have time-sensitive software may recognize a
date represented as "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations,
including among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. If systems do
not correctly recognize date information when the year changes to 2000, there
could be an adverse impact on our operations.

       We face risks in four areas: systems used by us to run our business,
systems used by our suppliers, potential warranty or other claims from our
customers, and the potential reduction in spending by other companies on our
products and solutions as a result of significant information systems spending
on Year 2000 remediation. To date, we have not experienced any year 2000 issues
related to any of our key third party suppliers and customers nor do we expect
to experience any in the future. Costs associated with remediating our internal
systems in 1999 were not material.

RISK OF INTERRUPTION OF DATA PROCESSING

       We currently process substantially all our customer data at our
facilities in San Rafael, California and Neptune, New Jersey. Although we back
up our data nightly and have safeguards for emergencies such as power
interruption or breakdown in temperature controls, we have no mirror processing
site to which processing could be transferred in the case of a catastrophic
event at either of these facilities. In the event that a major catastrophic
event occurs at either the San Rafael or the Neptune facility, possibly leading
to an interruption of data processing, our business, financial condition and
results of operations could be adversely affected.

RISKS RELATED TO OUTSOURCING BUSINESS

       We provide compliance, consulting and business office outsourcing and
cash flow management services, including the billing and collection of
receivables. We acquired the infrastructure for our outsourcing business through
an acquisition. In addition, we often use our software products to provide
outsourcing services. As a result, we have not been required to make significant
capital expenditures in order to service existing outsourcing contracts.
However, if we experience a period of substantial expansion in our outsourcing
business, we may be required to make substantial investments in capital assets
and personnel. We cannot guarantee that we will be able to assess accurately the
investment required and negotiate and perform in a profitable manner any of the
outsourcing contracts we may be awarded. Our failure to either estimate
accurately the resources and related expenses required for a project, or to
complete our contractual obligations in a manner consistent with the project
plan upon which a contract was based, could have a material adverse effect on
our business, financial condition and results of operations. In addition, our
failure to meet a client's expectations in the performance of our services could
damage our reputation and adversely affect our ability to attract new business.
Finally, we could incur substantial costs and expend significant resources
correcting errors in our work, and could possibly become liable for damages
caused by these errors.

GOVERNMENT REGULATION

       The United States Food and Drug Administration (the "FDA") is responsible
for assuring the safety and effectiveness of medical devices under the Federal
Food, Drug and Cosmetic Act. Computer products are subject to regulation when
they are used or are



                                       29
<PAGE>   30

intended to be used in the diagnosis of disease or other conditions, or in the
cure, mitigation, treatment or prevention of disease, or are intended to affect
the structure or function of the body. The FDA could determine in the future
that any predictive aspects of our products make them clinical decision tools
subject to FDA regulation. Compliance with these regulations could be
burdensome, time consuming and expensive. We could also become subject to future
legislation and regulations concerning the development and marketing of health
care software systems. Such legislation could increase the cost and time
necessary to market new products and could affect us in other respects not
presently foreseeable. We cannot predict the effect of possible future
legislation and regulation.

       State governments substantially regulate the confidentiality of patient
records and the circumstances under which such records may be released for
inclusion in our databases. These state laws and regulations govern both the
disclosure and the use of confidential patient medical record information.
Although compliance with these laws and regulations is at present principally
the responsibility of the hospital, physician or other health care provider,
regulations governing patient confidentiality rights are evolving rapidly.
Additional legislation governing the dissemination of medical record information
has been proposed at both the state and federal levels. This legislation may
require holders of such information to implement security measures that may
require us to incur substantial expenditures. We are not sure that changes to
state or federal laws will not materially restrict the ability of health care
providers to submit information from patient records using our products.

RISK OF PRODUCT-RELATED CLAIMS

       Some of our products and services are used in the payment, collection,
coding and billing of health care claims and the administration of managed care
contracts. If our employees or our products fail to accurately assess, process
or collect these claims, our customers may file claims against us. We have been
and currently are involved in claims for money damages related to services
provided by our accounts receivable management business. We maintain insurance
to protect against certain claims associated with the use of our products, but
there can be no assurance that our insurance coverage would adequately cover any
claim brought against us. A successful claim brought against us that is in
excess of, or is not covered by, our insurance coverage could adversely affect
our business, financial condition and results of operations. Even a claim
without merit could result in significant legal defense costs and would consume
management time and resources. We do not know whether we will be subject to
material claims in the future which may result in liability in excess of our
insurance coverage, or which our insurance may not cover. We may not be able to
obtain appropriate insurance in the future at commercially reasonable rates. In
addition, if we are found liable, we would have to significantly alter our
products resulting in additional unanticipated research and development
expenses.

RISKS ASSOCIATED WITH CERTAIN INVESTMENTS

       We have made equity investments to acquire minority interests in certain
early stage companies. We do not have the ability to control the operations of
any of these companies. Investing in such early stage companies is subject to
certain significant risks. There can be no assurance that any of these companies
will be successful or achieve profitability or that we will ever realize a
return on our investments. In addition, to the extent any of such companies fail
or become bankrupt or insolvent, we may lose some or all of our investment.
Losses resulting from such investment could have a material adverse effect on
our operating results.

POTENTIAL EFFECT OF ANTI-TAKEOVER PROVISION

       Our Board of Directors has the authority to issue up to 5,000,000 shares
of Preferred Stock and to determine the price, rights preferences, privileges
and restrictions, including voting rights, of those shares without any further
vote or action by the stockholders. The rights of the holders of Common Stock
may be subject to, and may be adversely affected by, the rights of the holders
of any Preferred Stock that may be issued in the future. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of QuadraMed without further action by the stockholders and
may adversely affect the voting and other rights of the holders of Common Stock.
We have no present plans to issue shares of Preferred Stock.

       Further, certain provisions of our Certificate of Incorporation and
Bylaws could discourage potential takeover attempts and make attempts by
stockholders to change management more difficult. For example, our Board of
Directors is classified into three classes of directors serving staggered,
three-year terms and has the authority without action by our stockholders to
impose various procedural and other requirements that could make it more
difficult for stockholders to effect certain corporate actions. In addition, our
Certificate of Incorporation provides that directors may be removed only by the
affirmative vote of the holders of two-thirds of the shares of capital stock of
QuadraMed entitled to vote. Any vacancy on the Board of Directors may be filled
only by vote of the majority of directors then in office. Further, our
Certificate of Incorporation provides that any "Business Combination" (as
therein defined) requires the affirmative vote of two-thirds of the shares
entitled to vote, voting together as a single class. These provisions, and
certain other provisions of the Certificate of Incorporation which may have the
effect of delaying proposed stockholder actions until the next



                                       30
<PAGE>   31

annual meeting of stockholders, could have the effect of delaying or preventing
a tender offer for our Common Stock or other changes of control or management of
QuadraMed, which could adversely affect the market price of our Common Stock.
Finally, certain provisions of Delaware law could have the effect of delaying,
deterring or preventing a change in control of QuadraMed, including Section 203
of the Delaware General Corporation Law, which prohibits a Delaware corporation
from engaging in any business combination with any interested stockholder for a
period of three years from the date the person became an interested stockholder
unless certain conditions are met.

VOLATILITY OF STOCK PRICE

       The stock market in general, and the Nasdaq National Market, has
historically experienced extreme price and volume fluctuations that have often
been unrelated to the operating performance of companies and which has affected
the market price of securities of many companies. The trading price of our
Common Stock is likely to be highly volatile and could also be subject to
significant fluctuations in price in response to such factors as:

-      variations in quarterly results of operations;

-      announcements of new products or acquisitions by us or our competitors;

-      governmental regulatory action;

-      developments or disputes with respect to proprietary rights;

-      general trends in our industry and overall market conditions; and

-      other events or factors, many of which are beyond our control.

       The market price of our Common Stock may also be affected by movements in
prices of equity securities in general.

ITEM 8. FINANCIAL STATEMENTS.

       Our Consolidated Financial Statements are located on the pages indicated
below:

<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                  <C>
Report of Arthur Andersen LLP, Independent Public Accountants .................................      F-1
Consolidated Balance Sheets as of December 31, 1998 and 1999 ..................................      F-2
Consolidated Statements of Operations for the years ended December 31, 1997, 1998 and 1999 ....      F-3
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
   and Comprehensive Loss for the years ended December 31, 1997, 1998 and 1999 ................      F-4
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999 ....      F-5
Notes to Consolidated Financial Statements ....................................................      F-6
</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

       Not applicable.



                                       31
<PAGE>   32
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information required by this item is incorporated by reference from
the Company's Proxy Statement, to be mailed to shareholders for the Annual
Meeting.

ITEM 11. EXECUTIVE COMPENSATION.

     The information required by this item is incorporated by reference from
the Company's Proxy Statement, to be mailed to shareholders for the Annual
Meeting.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by this item is incorporated by reference from the
Company's Proxy Statement, to be mailed to shareholders for the Annual Meeting.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by this item is incorporated by reference from the
Company's Proxy Statement, to be mailed to shareholders for the Annual Meeting.


                                       32
<PAGE>   33
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)    The following documents are filed as a part of this Annual Report on Form
       10-K:

       1.     Financial Statements.

              The consolidated financial statements contained herein are as
              listed on the "Index" on page 42.

       2.     Financial Statement Schedule.

              Reference is made to Schedule II following the signature pages
              hereto.

       3.     Exhibits. Reference is made to Item 14(c) of this Annual Report on
              Form 10-K.

(b)    Reports on Form 8-K. QuadraMed filed the following reports on Form 8-K
       during the last quarter of the fiscal year covered by this Annual Report
       on Form 10-K:

       None.


                                       33
<PAGE>   34

(c)    Exhibits.


              2.1    Form of Agreement and Plan of Merger by and between
                     QuadraMed Corporation, a Delaware corporation and QuadraMed
                     Corporation, a California corporation.(1)

              2.2    Assets Purchase Agreement dated December 31, 1995, by and
                     among QuadraMed Acquisition Corporation, Kaden Arnone, Inc.
                     and its stockholders.(1)

              2.3    Exchange Agreement dated June 25, 1996, by and among
                     QuadraMed Holdings, Inc., QuadraMed Corporation, and
                     certain stockholders listed on Schedule A thereto.(1)

              2.4    Acquisition Agreement and Plan of Merger dated December 2,
                     1996, between QuadraMed and InterMed Acquisition
                     Corporation, a wholly owned subsidiary of QuadraMed and
                     InterMed Healthcare Systems Inc. and its Stockholders.(2)

              2.5    Acquisition Agreement and Plan of Merger, dated as of March
                     1, 1997, by and among QuadraMed Corporation, Healthcare
                     Recovery Acquisition Corporation, Healthcare Recovery
                     Incorporated and its Shareholders (the "HRI Acquisition
                     Agreement and Plan of Merger").(3)

              2.6    First Amendment to HRI Acquisition Agreement and Plan of
                     Merger, dated as of April 22, 1997.(3) 2.7 Second Amendment
                     to HRI Acquisition Agreement and Plan of Merger, dated as
                     of April 24, 1997.(3)

              2.7    Reserved.

              2.8    Acquisition Agreement and Plan of Merger, dated as of
                     September 24, 1997, by and among QuadraMed Corporation, HRM
                     Acquisition Corporation, Healthcare Revenue Management,
                     Inc. and its Stockholders (the "Acquisition Agreement and
                     Plan of Merger").(4)

              2.9    First Amendment to Acquisition Agreement and Plan of
                     Merger, dated as of September 29, 1997.(4)

              2.10   Agreement and Plan of Reorganization by and between
                     QuadraMed Corporation and Medicus Systems Corporation,
                     dated as of November 9, 1997.(5)

              2.11   Amendment No. 1 to Agreement and Plan of Reorganization,
                     dated as of February 26, 1998.(10)

              2.12   Amendment No. 2 to Agreement and Plan of Reorganization,
                     dated as of March 24, 1998.(10)

              2.13   Acquisition Agreement and Plan of Merger dated as of
                     December 29, 1997, by and among QuadraMed Corporation and
                     Resource Health Partners, L.P.(6)

              2.14   Acquisition Agreement and Plan of Merger dated as of
                     February 2, 1998, by and among QuadraMed Corporation and
                     Cabot Marsh Corporation.(7)

              2.15   Acquisition Agreement and Plan of Merger by and among
                     QuadraMed Corporation and Pyramid Health Acquisition
                     Corporation and Pyramid Health Group, Inc. and its
                     stockholders.(11)

              2.16   Acquisition Agreement and Plan of Merger by and among
                     QuadraMed Corporation and IMN Acquisition Corp. , and IMN
                     Corp. dated September 30, 1998.(14)

              2.17   Acquisition Agreement and Plan of Merger dated December 23,
                     1998 by and among QuadraMed and Premiere Healthcare
                     Acquisition Corporation, and Premiere Healthcare
                     Corporation and its subsidiaries(19)

              2.18   Acquisition Agreement and Plan of Merger by and among
                     QuadraMed Corporation and Compucare Acquisition
                     Corporation, and The Compucare Company and certain of its
                     stockholders dated February 3, 1999.(15)

              2.19   First Amendment to Acquisition Agreement and Plan of Merger
                     by and among QuadraMed Corporation and Compucare
                     Acquisition Corporation and The Compucare Company and
                     certain of its stockholders, dated March 3, 1999.(18)

              3.1    Reserved.

              3.2    Reserved

              3.3    Reserved.

              3.4    Amended and Restated Bylaws of QuadraMed.(1)

              3.5    Third Amended and Restated Certificate of Incorporation of
                     QuadraMed.(16)

              4.1    Reference is made to Exhibits 3.4 and 3.5.(1)(16)

              4.2    Form of Common Stock certificate.(1)

              4.3    Form of Exchange Agreement dated March 16, 1994, by and
                     among QuadraMed, THCS Holding, Inc. and certain
                     stockholders listed on Schedule A thereto.(1)



                                       34
<PAGE>   35
              4.4    Reserved.

              4.5    Reserved.

              4.6    Reserved.

              4.7    Amended and Restated Agreement Regarding Adjustment Shares
                     dated June 25, 1996, by and among QuadraMed, QuadNet
                     Corporation and the individuals listed on Schedule A
                     thereto.(1)

              4.8    Amended and Restated Shareholder Rights Agreement dated
                     June 25, 1996, by and between QuadraMed and the investors
                     listed on Schedule A thereto.(1)

              4.9    Reserved.

              4.10   Reserved.

              4.11   Form of Warrant to Purchase Common Stock.(1)

              4.12   Registration Rights Agreement dated December 5, 1996, by
                     and between QuadraMed and the investors listed on Schedule
                     A thereto.(8)

              4.13   Registration Rights Agreement, dated as of December 29,
                     1997, by and among QuadraMed Corporation, Resource Health
                     Partners, L.P. and certain stockholders.(6)

              4.14   Registration Rights Agreement, dated as of June 5, 1998, by
                     and among QuadraMed Corporation and the stockholders of
                     Pyramid Health group, Inc. named therein.(11)

              4.15   Subordinated Indenture, dated as of May 1, 1998 between
                     QuadraMed and The Bank of New York. (13)

              4.16   Officers' Certificate delivered pursuant to Sections 2.3
                     and 11.5 of the Subordinated Indenture.(13)

              4.17   Registration Rights Agreement dated April 27, 1998 by and
                     among QuadraMed and the Initial Purchasers named
                     therein.(13)

              4.18   Form of Global Debenture.(13)

              4.19   Form of Certificated Debenture.(13)

              4.20   Registration Rights Agreement, dated as of September 30,
                     1998, by and among QuadraMed Corporation, IMN Corp. and the
                     shareholders of IMN named therein (14)

              4.21   Registration Rights Agreement dated December 23, 1998 by
                     and between QuadraMed and the shareholders listed
                     therein(19).

              4.22   Registration Rights Agreement, dated as of March 3, 1999,
                     by and among QuadraMed Corporation and the stockholders of
                     The Compucare Company named therein.(18)

              10.1   1996 Stock Incentive Plan of QuadraMed.(1)

              10.2   1996 Employee Stock Purchase Plan of QuadraMed.(1)

              10.3   Summary Plan Description, QuadraMed Corporation 401(k)
                     Plan.(1)

              10.4   Form of Indemnification Agreement between QuadraMed and its
                     directors and executive officers.(1)

              10.5   1999 Supplemental Stock Option Plan for QuadraMed


              10.6   Lease dated February 26, 1996 for facilities located at
                     1345 Campus Parkway, Building M, Block #930, Lot #51.02,
                     Neptune, New Jersey.(1)

              10.7   Reserved.

              10.8   Reserved.

              10.9   Reserved.

              10.10  Stock Purchase Agreement dated March 3, 1994, by and
                     between QuadraMed and James D. Durham.(1)

              10.11  Reserved.

              10.12  Reserved.

              10.13  Reserved.

              10.14  Reserved.

              10.15  Reserved.


                                       35
<PAGE>   36
              10.16  Reserved.

              10.17  Reserved.

              10.18  Reserved.

              10.19  Reserved.

              10.20  Reserved.

              10.21  Reserved.

              10.22  Reserved.

              10.23  Reserved.

              10.24  Reserved.

              10.25  Reserved.

              10.26  Reserved.

              10.27  Reserved.

              10.28  Reserved.

              10.29  Reserved.

              10.30  Reserved.

              10.31  Reserved.

              10.32  Reserved.

              10.33  Reserved.

              10.34  Reserved.

              10.35  Reserved.

              10.36  Reserved.

              10.37  Reserved.

              10.38  Reserved.

              10.39  Reserved.

              10.40  Form of Stock Purchase Agreement dated as of November 9,
                     1997 by and among QuadraMed Corporation and certain
                     stockholders of Medicus Systems Corporation.(5)

              10.41  Form of Stock Purchase Warrant dated as of November 9, 1997
                     issued to certain stockholders of Medicus (including as
                     Appendix A to Exhibit 10.40).(5)

              10.42  Reserved.

              10.43  Reserved.

              10.44  Reserved.

              10.45  Reserved.

              10.46  Reserved.

              10.47  Reserved.

              10.48  Reserved.

              10.49  Reserved.

              10.50  Reserved.

              10.51  Employment Agreement dated January 1, 1999 between James D.
                     Durham and QuadraMed.(20)

              10.52  Employment Agreement dated April 1, 1999 between Michael
                     Sanderson and QuadraMed. (21)

              10.53  Employment Agreement dated April 1, 1999 between Michael
                     Wilstead and QuadraMed. (21)

              10.54  Employment Agreement dated April 1, 1999 between Nancy
                     Nelson and QuadraMed. (21)



                                       36
<PAGE>   37

              10.55  Reserved.

              10.56  Employment Agreement dated April 1, 1999 between Patrick
                     Ahearn and QuadraMed. (21)

              10.57  Employment Agreement dated April 1, 1999 between Keith
                     Roberts and QuadraMed. (21)

              10.58  Reserved.

              10.59  Employment Agreement dated May 18, 1999 between John V.
                     Cracchiolo and QuadraMed. (21)

              21     List of subsidiaries of QuadraMed.

              23.1   Consent of Arthur Andersen LLP, Independent Public
                     Accountants.

              24.1   Power of Attorney (set forth in the signature page hereto).

              27.1   Financial Data Schedule for the Year Ended 12/31/1999.

              27.2   Financial Data Schedule for the Year Ended 12/31/1998.

              27.3   Financial Data Schedule for the Year Ended 12/31/1997.


(1)    Incorporated herein by reference from the exhibit with the same number to
       our Registration Statement on Form SB-2, No. 333-5180-LA, as filed with
       the Commission on June 28, 1996, as amended by Amendment No. 1, Amendment
       No. 2 and Amendment No. 3 thereto, as filed with the Commission on July
       26, 1996, September 9, 1996, and October 2, 1996, respectively.

(2)    Incorporated herein by reference from the exhibit with the same number to
       our Current Report on Form 8-K, as filed with the Commission on January
       9, 1997.

(3)    Incorporated herein by reference from the exhibit with the same number to
       our Current Report on Form 8-K, as filed with the Commission on May 9,
       1997, as amended on July 8, 1997 and March 10, 1998.

(4)    Incorporated herein by reference from the exhibit with the same number to
       our Current Report on Form 8-K, as filed with the Commission on October
       10, 1997, as amended on March 10, 1998.

(5)    Incorporated by reference from the exhibit with the same number to our
       Current Report on Form 8-K, as filed with the Commission on November 21,
       1997.

(6)    Incorporated herein by reference from Exhibit 2.11 to our Current Report
       on Form 8-K, as filed with the Commission on January 13, 1998.

(7)    Incorporated herein by reference from Exhibit 2.12 to our Current Report
       on Form 8-K, as filed with the Commission on February 18, 1998.

(8)    Incorporated herein by reference from the exhibit with the same number to
       our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as
       filed with the Commission on August 14, 1997, as amended September 4,
       1997.

(9)    Incorporated by reference from the exhibit with the same number to our
       Registration Statement on Form S-3, No. 333-36189, as filed with the
       Commission on September 23, 1997, as amended by Amendment No. 1 and
       Amendment No. 2 thereto, as filed with the Commission on October 1, 1997
       and October 15, 1997 respectively.

(10)   Incorporated by reference from the exhibit with the same number to our
       Annual Report on Form 10-K/A for the year ended December 31, 1997, as
       filed with the Commission on April 20, 1998.

(11)   Incorporated by reference from our Current Report on Form 8-K, as filed
       with the Commission on June 11, 1998.

(12)   Incorporated by reference from our Current Report on Form 8-K/A filed
       with the Commission on June 17, 1998



                                       37
<PAGE>   38

(13)   Incorporated by reference from our Registration Statement on Form S-3,
       No. 333-55775, as filed with the Commission on June 2, 1998, as amended
       by Amendment No. 1 thereto, as filed with the Commission on June 17,
       1998.

(14)   Incorporated by reference from our Current Report on Form 8-K, as filed
       with the Commission on October 15, 1998.

(15)   Incorporated by reference from Exhibit 2.1 to our Current Report on Form
       8-K, as filed with the Commission on February 18, 1999.

(16)   Incorporated by reference from the Exhibit with the same number to our
       Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, as
       filed with the Commission on August 14, 1998, as amended August 24, 1988.

(17)   Incorporated herein by reference from our Annual Report on Form 10-K, as
       filed with the Commission on March 31, 1998, as amended April 20, 1998.

(18)   Incorporated herein by reference from our Current Report on Form 8-K/A
       filed with the Commission on March 22, 1999.

(19)   Incorporated herein by reference from our Registration Statement on Form
       S-3, No. 333-80617, as filed with the Commission on June 14, 1999, as
       amended by Amendment No. 1 thereto, as filed with the Commission on
       August 4, 1999.

(20)   Incorporated herein by reference from the exhibit with the same number to
       our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 as
       filed with the Commission on May 17, 1999.

(21)   Incorporated herein by reference from the exhibit with the same number to
       our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as
       filed with the Commission on August 16, 1999.


                                       38
<PAGE>   39

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                              QUADRAMED CORPORATION

Date: March 29, 2000

                                           By: /s/ JAMES D. DURHAM
                                              ----------------------------------
                                              James D. Durham
                                              Chairman of the Board,
                                              President and Chief Executive
                                              Officer (Principal Executive
                                              Officer)

                                           By: /s/ JOHN V. CRACCHIOLO
                                              ----------------------------------
                                              John V. Cracchiolo
                                              President, Chief Financial Officer
                                              and Secretary (Principal Financial
                                              Officer)


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, John V. Cracchiolo and
Keith M. Roberts, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Report on Form 10-K, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED:

<TABLE>
<CAPTION>
           SIGNATURE                                         TITLE                       DATE
           ---------                                         -----                       ----
<S>                                          <C>                                      <C>
       /s/ JAMES D. DURHAM                   Chairman of the Board                    March 29, 2000
-----------------------------------          and Chief Executive Officer
           James D. Durham                   (Principal Executive Officer)


       /s/ JOHN V. CRACCHIOLO                President,                               March 29, 2000
-----------------------------------          Chief Financial Officer and Secretary
           John V. Cracchiolo                (Principal Financial Officer)
</TABLE>



                                       39
<PAGE>   40

<TABLE>
<CAPTION>
           SIGNATURE                                         TITLE                       DATE
           ---------                                         -----                       ----
<S>                                          <C>                                      <C>
       /s/ ALBERT L. GREENE                   Director                                March 29, 2000
-----------------------------------
           Albert L. Greene

       /s/ SCOTT GROSS                        Director                                March 29, 2000
-----------------------------------
           Scott Gross

       /s/ MICHAEL J. KING                    Director                                March 29, 2000
-----------------------------------
           Michael J. King

       /s/ JOAN P. NEUSCHELER                 Director                                March 29, 2000
-----------------------------------
           Joan P. Neuscheler

       /s/ E. A. ROSKOVENSKY                  Director                                March 29, 2000
-----------------------------------
           E. A. Roskovensky

       /s/ CORNELIUS T. RYAN                  Director                                March 29, 2000
-----------------------------------
           Cornelius T. Ryan
</TABLE>



                                       40
<PAGE>   41

                              QUADRAMED CORPORATION
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                     ADDITIONS         ADDITIONS
                                               BALANCE AT           CHARGED TO         CHARGED TO
DESCRIPTION                                 BEGINNING OF YEAR   COSTS AND EXPENSES   OTHER ACCOUNTS*   DEDUCTIONS  END OF YEAR
-----------                                 -----------------   ------------------   ---------------   ----------  -----------
<S>                                         <C>                 <C>                  <C>               <C>         <C>
Year ended December 31, 1997
  Allowance for doubtful accounts ....          $ 2,337              $ 4,577              $   --        $(4,080)     $ 2,834

Year ended December 31, 1998
  Allowance for doubtful accounts ....          $ 2,834              $ 6,089              $1,902        $(5,087)     $ 5,738

Year ended December 31, 1999
  Allowance for doubtful accounts ....          $ 5,738              $ 3,816              $   --        $(4,496)     $ 5,058
</TABLE>

*      This includes adjustments recorded in purchase accounting associated with
       the Company's acquisition of Medicus Systems Corporation in November
       1997.



                                       41
<PAGE>   42

                          INDEX TO FINANCIAL STATEMENTS

                              QUADRAMED CORPORATION

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
Report of Independent Public Accountants .........................................................      F-1
Consolidated Balance Sheets as of December 31, 1998 and 1999 .....................................      F-2
Consolidated Statements of Operations for the years ended December 31, 1997, 1998 and 1999 .......      F-3
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
    and Comprehensive Loss for the years ended December 31, 1997, 1998 and 1999 ..................      F-4
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999 .......      F-5
Notes to Consolidated Financial Statements .......................................................      F-6
</TABLE>



                                       42
<PAGE>   43

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of QuadraMed Corporation:

       We have audited the accompanying consolidated balance sheets of QuadraMed
Corporation (a Delaware corporation) and subsidiaries as of December 31, 1998
and 1999, and the related consolidated statements of operations, changes in
stockholders' equity (deficit) and comprehensive loss and cash flows for each of
the three years in the period ended December 31, 1999. These consolidated
financial statements and the schedule referred to below are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

       We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 audits provide a reasonable basis
for our opinion.

       In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of QuadraMed
Corporation and subsidiaries as of December 31, 1998 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

       Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in Item 14 (a) (2) is
presented for purposes of complying with the Securities and Exchange Commissions
rules and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.


                                            /s/ ARTHUR ANDERSEN LLP

                                            ARTHUR ANDERSEN LLP

San Jose, California
February 24, 2000



                                       43
<PAGE>   44

                              QUADRAMED CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                             -------------------------
                                                                                1998            1999
                                                                                ----            ----
<S>                                                                          <C>             <C>
                                     ASSETS

CURRENT ASSETS:
    Cash and cash equivalents .........................................      $  66,531       $  11,565
    Restricted cash .......,,..........................................             --           1,000
    Short-term investments ............................................         23,043          19,109
    Accounts receivable, net of allowance for uncollectible
        accounts of $5,738 and $5,058, respectively ...................         39,991          59,740
    Unbilled receivables ..............................................         10,335          17,027
    Notes and other receivables .......................................          4,285           2,390
    Prepaid expenses and other current assets .........................          2,574           6,260
                                                                             ---------       ---------
           Total current assets .......................................        146,759         117,091
                                                                             ---------       ---------
LONG-TERM INVESTMENTS .................................................         41,641          12,102
LONG-TERM NOTES RECEIVABLE ............................................             --           3,600
EQUIPMENT, at cost:
    Equipment .........................................................         32,338          38,897
    Less accumulated depreciation and amortization ....................        (20,958)        (26,048)
                                                                             ---------       ---------
        Equipment, net ................................................         11,380          12,849
                                                                             ---------       ---------
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net of accumulated
    amortization of $2,452 and $3,155, respectively ...................          4,864           8,958
ACQUIRED SOFTWARE, net of accumulated amortization
    of $1,610 and $2,610, respectively ................................          3,211           8,211
INTANGIBLES, net of accumulated amortization
    of $8,001 and $15,032, respectively ...............................         50,156          42,268
NON-MARKETABLE  INVESTMENTS ...........................................          1,200           4,700
OTHER LONG-TERM ASSETS ................................................          5,522           9,550
                                                                             ---------       ---------
                                                                             $ 264,733       $ 219,329
                                                                             =========       =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current maturities of capital lease obligations ...................      $     474       $     437
    Line of credit ....................................................          2,500              --
    Notes payable .....................................................            279              24
    Accounts payable ..................................................          4,389           3,604
    Accrued payroll and related .......................................         10,561           6,867
    Accrued interest ..................................................          1,170           1,019
    Other accrued liabilities .........................................         18,402          16,438
    Deferred revenue ..................................................         14,021           7,767
                                                                             ---------       ---------
           Total current liabilities ..................................         51,796          36,156
CAPITAL LEASE OBLIGATIONS, less current portion .......................            606             207
NOTES PAYABLE .........................................................         19,186              --
CONVERTIBLE SUBORDINATED DEBENTURES ...................................        115,000         115,000
NET LIABILITIES OF DISCONTINUED OPERATIONS ............................          9,157           5,385
                                                                             ---------       ---------
           Total liabilities ..........................................        195,745         156,748
                                                                             ---------       ---------
CONTINGENCIES (Note 14)
STOCKHOLDERS' EQUITY:
    Common stock, $0.01 par, 50,000 shares authorized,
     24,442 and 25,319 shares issued and outstanding, respectively ....            178             187
    Additional paid-in capital ........................................        266,068         270,691
    Deferred compensation .............................................         (3,940)         (2,519)
    Accumulated other comprehensive loss ..............................           (157)           (287)
    Accumulated deficit ...............................................       (193,161)       (205,491)
                                                                             ---------       ---------
           Total stockholders' equity .................................         68,988          62,581
                                                                             ---------       ---------
                                                                             $ 264,733       $ 219,329
                                                                             =========       =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                       44
<PAGE>   45

                              QUADRAMED CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                              FOR THE YEARS ENDED DECEMBER 31,
                                                                        -----------------------------------------
                                                                           1997            1998            1999
                                                                           ----            ----            ----
<S>                                                                     <C>             <C>             <C>
REVENUES:
    Licenses .....................................................      $  83,226       $ 119,840       $ 128,395
    Services .....................................................         57,574          90,780         111,190
                                                                        ---------       ---------       ---------
           Total revenues ........................................        140,800         210,620         239,585
                                                                        ---------       ---------       ---------
OPERATING EXPENSES:
    Cost of licenses .............................................         41,542          52,553          57,504
    Cost of services .............................................         38,466          59,567          67,501
    General and administration ...................................         31,436          33,016          31,414
    Sales and marketing ..........................................         14,197          19,677          23,076
    Research and development .....................................         15,618          22,487          23,173
    Amortization of intangibles ..................................          1,719           6,544           8,237
    Acquisition costs ............................................          3,111          10,254           6,898
    Non-recurring charges ........................................          4,705           4,202          18,752
    Impairment of intangible assets ..............................             --              --          10,592
    Write-off of acquired research and development in process ....         21,854          14,494           1,722
                                                                        ---------       ---------       ---------
           Total operating expenses ..............................        172,648         222,794         248,869
                                                                        ---------       ---------       ---------
LOSS FROM OPERATIONS .............................................        (31,848)        (12,174)         (9,284)
                                                                        ---------       ---------       ---------
OTHER INCOME (EXPENSE):
    Interest expense .............................................         (1,491)         (6,254)         (7,671)
    Interest income ..............................................          1,021           5,867           4,827
    Other income (expense), net ..................................         (2,516)           (214)          1,315
                                                                        ---------       ---------       ---------
           Total other expense, net ..............................         (2,986)           (601)         (1,529)
                                                                        ---------       ---------       ---------
 LOSS BEFORE INCOME TAXES
    AND MINORITY INTEREST ........................................        (34,834)        (12,775)        (10,813)
PROVISION FOR INCOME TAXES .......................................         (1,136)         (4,303)         (1,517)
                                                                        ---------       ---------       ---------
LOSS BEFORE MINORITY INTEREST ....................................        (35,970)        (17,078)        (12,330)
MINORITY INTEREST IN INCOME (LOSS) ...............................             37            (379)             --
                                                                        ---------       ---------       ---------
LOSS FROM CONTINUING OPERATIONS ..................................        (35,933)        (17,457)        (12,330)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES ..................         (1,704)         (1,999)             --
                                                                        ---------       ---------       ---------
NET LOSS .........................................................        (37,637)        (19,456)        (12,330)
DIVIDEND ACCRETION ...............................................           (348)         (1,920)             --
                                                                        ---------       ---------       ---------
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS ........................      $ (37,985)      $ (21,376)      $ (12,330)
                                                                        =========       =========       =========
BASIC AND DILUTED NET LOSS PER SHARE FROM CONTINUING
     OPERATIONS ..................................................      $   (2.21)      $   (0.74)      $   (0.49)
                                                                        =========       =========       =========
BASIC AND DILUTED NET LOSS PER SHARE FROM DISCONTINUED
     OPERATIONS ..................................................      $   (0.11)      $   (0.09)      $     --
                                                                        =========       =========       =========
BASIC AND DILUTED NET LOSS PER SHARE FROM
     ACCRETION OF DIVIDENDS ......................................      $   (0.02)      $   (0.08)      $     --
                                                                        =========       =========       =========
BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE
     TO COMMON STOCKHOLDERS ......................................      $   (2.34)      $   (0.91)      $   (0.49)
                                                                        =========       =========       =========
WEIGHTED AVERAGE COMMON AND
    COMMON EQUIVALENT SHARES OUTSTANDING:
    BASIC AND DILUTED ............................................         16,247          23,370          24,979
                                                                        =========       =========       =========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.



                                       45
<PAGE>   46

                              QUADRAMED CORPORATION
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                             AND COMPREHENSIVE LOSS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                            ACCUMULATED
                                                             COMMON STOCK                                      OTHER
                                                            --------------     ADDITIONAL       DEFERRED     COMPREHENSIVE
                                                            SHARES  AMOUNT  PAID IN CAPITAL  COMPENSATION       LOSS
                                                            ------  ------  ---------------  ------------       ----
<S>                                                         <C>     <C>     <C>              <C>            <C>
 BALANCE AT DECEMBER 31, 1996 ............................  15,278  $   84     $ 106,358        $    (703)        $ --
 Issuance of common stock in
     Connection with the Synergy HMC acquisition .........     182       2         1,680               --           --
 Issuance of common stock in connection with Healthcare
     Revenue Management, Inc acquisition .................     113       1         2,330               --           --
Amortization of deferred compensation ....................      --      --            --              703           --
Capital contributed to pooled entities ...................      --      --           251               --           --
Distributions by pooled entities .........................      --      --            --               --           --
Spin-off of subsidiary ...................................      --      --            --               --           --
Issuance of common stock purchase warrants in connection
     with the acquisition of Medicus Systems Corporation .      --      --           700               --           --
Conversion of notes payable to contributed capital .......      --      --         9,578               --           --
Conversion of notes payable to common stock ..............     745       7        15,643               --           --
Issuance of common stock through
    Employee Stock Purchase Plan .........................      14      --           135               --           --
Issuance of common stock .................................     160       1           845               --           --
Issuance of common stock from public
    offering, net of issuance costs ......................   3,467      35        57,293               --           --
Exercise of warrants to purchase common stock ............     322      --            --               --           --
Exercise of common stock options .........................     107       1           476               --           --
Dividend accretion .......................................      --      --            --               --           --
Net Loss .................................................      --      --            --               --           --
                                                            ------     ---       -------        ---------         ----
BALANCE AT DECEMBER 31, 1997 .............................  20,388     131       195,289               --           --
                                                            ------     ---       -------        ---------         ----
</TABLE>

<TABLE>
<CAPTION>
                                                                                   TOTAL
                                                                ACCUMULATED      STOCKHOLDERS'     COMPREHENSIVE
                                                                 DEFICIT       EQUITY (DEFICIT)       LOSS
                                                                 -------       ----------------       ----
<S>                                                            <C>             <C>                 <C>
 BALANCE AT DECEMBER 31, 1996 ............................     $(128,949)        $ (23,210)
 Issuance of common stock in
     Connection with the Synergy HMC acquisition .........            --             1,682
 Issuance of common stock in connection with Healthcare
     Revenue Management, Inc acquisition .................            --             2,331
Amortization of deferred compensation ....................            --               703
Capital contributed to pooled entities ...................            --               251
Distributions by pooled entities .........................           (40)              (40)
Spin-off of subsidiary ...................................        (3,684)           (3,684)
Issuance of common stock purchase warrants in connection
     with the acquisition of Medicus Systems Corporation .            --               700
Conversion of notes payable to contributed capital .......            --             9,578
Conversion of notes payable to common stock ..............            --            15,650
Issuance of common stock through
    Employee Stock Purchase Plan .........................            --               135
Issuance of common stock .................................            --               846
Issuance of common stock from public
    offering, net of issuance costs ......................            --            57,328
Exercise of warrants to purchase common stock ............            --                --
Exercise of common stock options .........................            --               477
Dividend accretion .......................................          (348)             (348)
Net Loss .................................................       (37,637)          (37,637)         (37,637)
                                                               ---------         ---------        ---------
BALANCE AT DECEMBER 31, 1997 .............................      (170,658)           24,762          (37,637)
                                                               ---------         ---------        ---------
</TABLE>




   The accompanying notes are an integral part of these consolidated financial
statements.



                                       46
<PAGE>   47

<TABLE>
<CAPTION>
                                                                                            ACCUMULATED
                                           COMMON STOCK                                       OTHER
                                          --------------     ADDITIONAL       DEFERRED     COMPREHENSIVE    ACCUMULATED
                                          SHARES  AMOUNT  PAID IN CAPITAL  COMPENSATION       LOSS           DEFICIT
                                          ------  ------  ---------------  ------------       ----           -------
<S>                                       <C>     <C>     <C>              <C>             <C>              <C>
Issuance of common
     stock and to record the
     effect of an immaterial
     acquisition accounted for
     as a pooling of interests .......      507      5             212          --            --           (1,127)
Issuance of common stock in
     connection with the
     InterLink acquisition ...........       65      1           1,467          --            --               --
Issuance of common stock in
     connection with the Cabot
     Marsh acquisition ...............      384      4           8,417          --            --               --
Issuance of common stock in
     connection with the Velox
     acquisition .....................       41     --           1,372          --            --               --
Issuance of common stock in
     connection with the
     Medicus acquisition .............      892     15          24,518          --            --               --
Issuance of common stock
    through Employee Stock
    Purchase Plan ....................       38     --             467          --            --               --
Issuance of restricted shares of
    common stock .....................       --     --           3,940      (3,940)           --               --
Issuance of common stock .............      880      9           8,862          --            --               --
Exercise of warrants to
    purchase common stock ............      907      9          17,404          --            --               --
Exercise of common stock options .....      340      4           4,120          --            --               --
Net unrealized loss on
    available-for-sale securities ....       --     --              --          --          (157)              --
Dividend accretion ...................       --     --              --          --            --           (1,920)
Net loss .............................       --     --              --          --            --          (19,456)
                                         ------     ---        --------    --------        -----         --------
BALANCE AT DECEMBER 31, 1998 .........   24,442     178         266,068      (3,940)        (157)        (193,161)
                                         ------     ---        --------    --------        -----         --------
</TABLE>

<TABLE>
<CAPTION>
                                           STOCKHOLDERS'     COMPREHENSIVE
                                         EQUITY (DEFICIT)       LOSS
                                         ----------------       ----
<S>                                      <C>                 <C>
Issuance of common
     stock and to record the
     effect of an immaterial
     acquisition accounted for
     as a pooling of interests .......      (910)
Issuance of common stock in
     connection with the
     InterLink acquisition ...........     1,468
Issuance of common stock in
     connection with the Cabot
     Marsh acquisition ...............     8,421
Issuance of common stock in
     connection with the Velox
     acquisition .....................     1,372
Issuance of common stock in
     connection with the
     Medicus acquisition .............    24,533
Issuance of common stock
    through Employee Stock
    Purchase Plan ....................       467
Issuance of restricted shares of
    common stock .....................        --
Issuance of common stock .............     8,871
Exercise of warrants to
    purchase common stock ............    17,413
Exercise of common stock options .....     4,124
Net unrealized loss on
    available-for-sale securities ....      (157)            (157)
Dividend accretion ...................    (1,920)
Net loss .............................   (19,456)         (19,456)
                                        --------         --------
BALANCE AT DECEMBER 31, 1998 .........    68,988          (19,613)
                                        --------         --------
</TABLE>

       The accompanying notes are an integral part of these consolidated
financial statements.



                                       47
<PAGE>   48

<TABLE>
<CAPTION>

                                                                                            ACCUMULATED
                                           COMMON STOCK                                        OTHER
                                          --------------     ADDITIONAL       DEFERRED     COMPREHENSIVE    ACCUMULATED
                                          SHARES  AMOUNT  PAID IN CAPITAL  COMPENSATION         LOSS          DEFICIT
                                          ------  ------  ---------------  ------------    -------------    -----------
<S>                                       <C>     <C>     <C>              <C>              <C>             <C>
Issuance of common stock in
    connection with
    acquisitions accounted
    for as a purchase ................       97       1           634             --             --            --
Issuance of common stock
    through Employee Stock
    Purchase Plan ....................       91       1         1,039             --             --            --
Amortization of restricted
    shares of common stock ...........       --      --            --            955             --            --
Cancellation of restricted
    shares of common stock ...........       --      --          (582)           466             --            --
Issuance of common stock for
    legal settlement .................       70      --           346             --             --            --
Exercise of warrants to
    purchase common stock ............      360       4         1,330             --             --            --
Exercise of common stock
    options ..........................      259       3         1,588             --             --            --
Compensation related to
    accelerated vesting of
    common stock options .............       --      --           268             --             --            --
Net unrealized loss on
     available-for-sale securities ...       --      --            --             --           (130)           --
Net loss .............................       --      --            --             --             --       (12,330)
                                         ------   -----     ---------      ---------      ---------     ---------
BALANCE AT DECEMBER 31, 1999 .........   25,319   $ 187     $ 270,691      $  (2,519)     $    (287)    $(205,491)
                                         ======   =====     =========      =========      =========     =========
</TABLE>

<TABLE>
<CAPTION>
                                           STOCKHOLDERS'     COMPREHENSIVE
                                         EQUITY (DEFICIT)       LOSS
                                         ----------------       ----
<S>                                      <C>                 <C>
Issuance of common stock in
    connection with
    acquisitions accounted
    for as a purchase ................        635
Issuance of common stock
    through Employee Stock
    Purchase Plan ....................      1,040
Amortization of restricted
    shares of common stock ...........        955
Cancellation of restricted
    shares of common stock ...........       (116)
Issuance of common stock for
    legal settlement .................        346
Exercise of warrants to
    purchase common stock ............      1,334
Exercise of common stock
    options ..........................      1,591
Compensation related to
    accelerated vesting of
    common stock options .............        268
Net unrealized loss on                                          (130)
     available-for-sale securities ...       (130)
Net loss .............................    (12,330)           (12,330)
                                        ---------          ---------
BALANCE AT DECEMBER 31, 1999 .........  $  62,581          $ (12,460)
                                        =========          =========
</TABLE>

       The accompanying notes are an integral part of these consolidated
financial statements.



                                       48
<PAGE>   49

                              QUADRAMED CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                             FOR THE YEARS ENDED DECEMBER 31,
                                                                                         -------------------------------------
                                                                                             1997          1998          1999
                                                                                             ----          ----          ----
<S>                                                                                      <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ........................................................................    $ (37,637)    $ (19,456)    $ (12,330)
    Adjustments to reconcile net loss to net cash used for operating activities:
        Depreciation and amortization ...............................................        9,170        10,476        13,759
        Amortization of deferred compensation .......................................          703            --         1,107
        Cash flows from discontinued operations .....................................          847        (1,760)       (3,772)
        Write-off of in-process research and development ............................       21,854        14,494         1,722
        Write-off of note payable ...................................................           --            --         1,200
        Impairment of intangible assets .............................................           --            --        10,592
        Noncash settlement of litigation ............................................           --            --           346
        Minority interest in net (income) loss ......................................          (37)          379            --
    Changes in assets and liabilities, net of acquisitions:
       Accounts receivable and unbilled receivables, net ............................       (5,851)      (15,560)      (25,997)
       Prepaid expenses and other ...................................................       (1,926)           67        (8,850)
       Accounts payable and accrued liabilities .....................................        4,838       (13,722)       (8,536)
       Deferred revenue .............................................................          322        (1,424)       (7,394)
                                                                                         ---------     ---------     ---------
          Cash used for operating activities ........................................       (7,717)      (26,506)      (38,153)
                                                                                         ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash paid for the acquisition of Cabot Marsh, net of cash acquired ..............           --        (2,748)           --
    Cash paid for the acquisition of Velox, net of cash acquired ....................           --        (3,121)           --
    Cash paid for the acquisition of Synergy HMC, net of cash acquired ..............       (2,776)           --            --
    Cash paid for the acquisition of Medicus
       Systems Corporation, net of cash acquired ....................................      (21,454)           --            --
    Cash paid for the acquisitions of other companies,  net of cash acquired ........         (286)       (6,832)       (8,172)
    Purchased technology ............................................................         (460)           --        (6,000)
    Maturity (purchase) of available-for-sale securities, net .......................       (1,032)      (63,577)       33,343
    Additions to equipment ..........................................................       (3,947)       (7,682)       (6,558)
    Restricted cash .................................................................           --            --        (1,000)
    Purchase of non-marketable investments ..........................................       (1,200)           --        (3,000)
    Issuance of notes receivable and other ..........................................           --          (539)       (2,215)
    Capitalization of computer software development costs ...........................       (1,157)       (3,098)       (4,798)
                                                                                         ---------     ---------     ---------
           Cash provided by (used for) investing activities .........................      (32,312)      (87,597)        1,600
                                                                                         ---------     ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments of principal on capital lease obligations ..............................         (154)       (2,346)         (436)
    Borrowings (repayments) under notes and loans payable ...........................        1,086         2,503       (21,941)
    Issuance of convertible notes payable to related parties ........................           --           400            --
    Proceeds from the issuance of convertible
        subordinated notes payable, net of offering costs ...........................           --       110,827            --
    Distributions by pooled entities ................................................          (40)       (1,370)
    Issuance of common stock, net of issuance costs .................................       58,177         6,530            --
    Issuance of common stock through Employee Stock Purchase Plan ...................          135           467         1,040
    Proceeds from exercise of common stock options and
        warrants to purchase common stock ...........................................          477        14,869         2,924
                                                                                         ---------     ---------     ---------
           Cash provided by (used for) financing activities .........................       59,681       131,880       (18,413)
                                                                                         ---------     ---------     ---------
    Net increase (decrease) in cash and cash equivalents ............................       19,652        17,777       (54,966)

CASH AND CASH EQUIVALENTS, beginning of year ........................................       29,102        48,754        66,531
                                                                                         ---------     ---------     ---------

CASH AND CASH EQUIVALENTS, end of year ..............................................    $  48,754     $  66,531     $  11,565
                                                                                         =========     =========     =========
</TABLE>



                                       49
<PAGE>   50

<TABLE>
<CAPTION>
                                                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                                                     --------------------------------
                                                                                       1997       1998       1999
                                                                                       ----       ----       ----
<S>                                                                                  <C>        <C>        <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for interest ......................................................    $ 1,736    $ 8,002    $ 6,315
    Cash paid for taxes .........................................................        483        600      1,659

SUPPLEMENTAL DISCLOSURE OF NONCASH
    INVESTING AND FINANCING TRANSACTIONS:
    Conversion of notes payable and accrued interest to contributed capital .....    $ 9,578    $    --    $   500
    Conversion of notes payable to common stock .................................     15,650         --         --
    Issuance of common stock in connection with the Cabot Marsh acquisition .....         --      8,400         --
    Issuance of common stock in connection with the Velox acquisition ...........         --      1,500         --
    Issuance of common stock in connection with the InterLink acquisition .......         --      1,500         --
    Conversion of subordinated notes payable to common stock ....................         --      8,000         --
    Issuance of common stock in connection with the Synergy HMC acquisitions ....      2,000         --         --
    Issuance of common stock in connection with
        acquisition of Healthcare Revenue Management, Inc. ......................      2,300         --         --
    Issuance of common stock warrants and common stock
        in connection with acquisition of Medicus Systems Corporation ...........        700     24,533         --
    Issuance (cancellation) of restricted common stock ..........................         --      3,940       (582)
    Issuance of common stock in connection with other aquisitions ...............         --         --        635
</TABLE>

       The accompanying notes are an integral part of these consolidated
financial statements.



                                       50
<PAGE>   51

                              QUADRAMED CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.     THE COMPANY

       QuadraMed Corporation (the "Company", "we" or "us") was incorporated in
California in September 1993. In August 1996, we reincorporated in Delaware. The
Company leverages its industry expertise and product breadth to deliver
web-enabled, secure product and service solutions that link the nation's
hospitals to their diverse constituents, including payors, physicians, patients,
insurers and governmental agencies. The Company is focused on customer service
excellence and delivering a return on investment for its customers through
increased efficiency and improved cash flow. The Company has implemented its
solutions in approximately 4,000 provider sites, representing more than 60% of
the nation's hospitals. We operate in three business segments.

       The Company has a significant talent pool, which, through its active
participation in professional and trade organizations, has helped to shape the
healthcare information technology industry. The Company also has substantial
expertise in the core components required by the Health Insurance Portability
and Accountability Act of 1996 (HIPAA). In addition to its web-enabled
solutions, the Company has developed the American Hospital Directory (ahd.com),
the most comprehensive resource for hospital and healthcare benchmarking on the
worldwide web. The Company's site is the only one of its kind to integrate data
from the American Hospital Association.

       We are subject to a number of risks, including, but not limited to, our
dependence on the hospital market, uncertainty in the health care industry,
risks associated with acquisitions (successful integration and operation of new
products, technologies or businesses), and our ability to increase market share
for our products from larger competitors. There can be no assurance that we will
successfully integrate acquired subsidiaries or be able to increase market share
for our products from larger competitors.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

       Principles of Consolidation

       The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions are
eliminated in consolidation.

       Cash and Cash Equivalents

       For purposes of the Statements of Cash Flows, we consider all highly
liquid investments with an original maturity of three months or less to be cash
equivalents. These investments have consisted of certificates of deposit, money
market accounts and commercial paper with maturities of three months or less.

       Restricted Cash

       As collateral for stand-by letters of credit, the Company has a
restricted cash balance of $1.0 million at December 31, 1999.

       Short and Long-Term Investments

       The Company considers its short and long-term securities, consisting
primarily of debt securities, to be available-for-sale-securities and,
accordingly, these securities are stated at fair value. The difference between
amortized cost (cost adjusted for amortization of premiums and accretion of
discounts which are recognized as adjustments to interest income) and fair
value, representing unrealized holdings gains or losses, are recorded as a
separate component of stockholders' equity until realized. Any gains and losses
on the sale of debt securities are determined on a specific identification
basis. Realized gains and losses are included in other income (expense) in the
accompanying consolidated statement of operations. At December 31, 1998 and
1999, unrealized holding losses were $157,000 and $287,000, respectively. The
amortized cost, aggregate fair value and gross unrealized holding gains and
losses by major security type were as follows:



                                       51
<PAGE>   52

       As of December 31, 1998:

<TABLE>
<CAPTION>
                                                                     UNREALIZED
                                                                     GAIN (LOSS)
                                                                    ON AVAILABLE-
                                          AMORTIZED    AGGREGATE     FOR-SALE
                                            COST       FAIR VALUE   SECURITIES
                                            ----       ----------   ----------
                                                  (IN THOUSANDS)
<S>                                       <C>          <C>          <C>
Short-term:
Debt securities issued by
     the United States Government ....    $  8,996     $  9,003     $      7
Corporate debt securities ............      14,040       14,040           --
                                          --------     --------     --------
                                          $ 23,036     $ 23,043     $      7
                                          ========     ========     ========

Long-term:
Debt securities issued by
     the United States Government ....    $ 22,157     $ 22,162     $      5
Corporate debt securities ............      19,648       19,479         (169)
                                          --------     --------     --------
                                          $ 41,805     $ 41,641     $   (164)
                                          ========     ========     ========

      Total Unrealized Loss ..........                              $   (157)
                                                                    ========
</TABLE>

       As of December 31, 1999:

<TABLE>
<CAPTION>
                                                                      UNREALIZED
                                                                        LOSS
                                                                     ON AVAILABLE-
                                           AMORTIZED   AGGREGATE       FOR-SALE
                                             COST      FAIR VALUE     SECURITIES
                                             ----      ----------     ----------
                                                     (IN THOUSANDS)
<S>                                       <C>          <C>           <C>
Short-term:
Debt securities issued by
     the United States Government ....    $  2,486     $  2,473      $    (13)
Corporate debt securities ............      16,753       16,636          (117)
                                          --------     --------      --------
                                          $ 19,239     $ 19,109      $   (130)
                                          ========     ========      ========

Long-term:
Debt securities issued by
     the United States Government ....    $  4,997     $  4,938      $    (59)
Corporate debt securities ............       7,262        7,164           (98)
                                          --------     --------      --------
                                          $ 12,259     $ 12,102      $   (157)
                                          ========     ========      ========

      Total Unrealized Loss ..........                               $   (287)
                                                                     ========
</TABLE>

       Notes and other receivables

       In December 1997, the Company entered into an agreement with Arcadian
Management Services, Inc. ("Arcadian") to develop a centralized business office
and to provide full business office outsourcing services for its managed
hospitals. In connection with this agreement, the Company purchased certain
accounts receivable from Chama Inc. ("Chama"), a customer of Arcadian, for the
purpose of increasing cash flow while the central business office was being
implemented. In October 1998, Chama filed for reorganization under Chapter 11.
During the first quarter of 1999, the Company wrote-off approximately $1.2
million of the original receivable balance. Prior to the filing, the Company had
perfected a security interest in the receivables purchased from Chama and,
pursuant to a court order, the receivables owned by the Company are being
segregated as they are collected. At December 31, 1998 and 1999, approximately
$2.2 million and $1.2 million, respectively, of these receivables remained
outstanding and due in full. The remaining balances are included in notes and
other receivables on the accompanying consolidated balance sheets. We believe
these remaining receivables are collectible.

       In January 1999, we provided a loan of $3.6 million to another company in
exchange for a convertible promissory note. The note is due in full on January
21, 2002. Interest accrues at an annual rate of 8.0% and is due in quarterly
payments beginning upon the one year anniversary of the note, through January
2002. The first interest payment was received in January 2000. At December 31,
1999, the outstanding balance of $3.6 million is included in long-term other
assets on the accompanying consolidated balance sheet. James D. Durham, our
Chairman and Chief Executive Officer, is also director of the debtor.

       Also included in notes and other receivables at December 31, 1999, is
accrued interest receivable of approximately $1.3 million related to the
Company's marketable investments. Accrued interest on these investments is paid
to the Company periodically on



                                       52
<PAGE>   53

specified dates depending on the investment instrument. As discussed in Note 2,
included in notes and receivables at December 31, 1998 is $500,000 representing
the balance due under VantageMed's line of credit. The $500,000 outstanding
balance under the line of credit was converted to an additional equity interest
in VantageMed during the first quarter of 1999.

       Equipment

       Equipment is stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets which
is generally three to five years. Leasehold improvements are amortized over the
term of the lease. Maintenance and repairs are expensed as incurred.

       Software Development Costs

       Software development costs are capitalized upon the establishment of
technological feasibility, which we define as establishment of a working model
which is typically the beta version of the software. Capitalized software
development costs require a continuing assessment of their recoverability. This
assessment requires considerable judgment by us with respect to various factors,
including, but not limited to, anticipated future gross product revenues,
estimated economic lives and changes in software and hardware technology. We
capitalized software development costs of $1.2 million, $3.1 million and $4.8
million in 1997, 1998 and 1999, respectively. Amortization of capitalized
software development costs was $388,000, $713,000 and $704,000 for the years
ended December 31, 1997, 1998 and 1999, respectively. Amortization is based upon
the greater of the amount computed using (a) the ratio that current gross
revenues for a product bear to the total of current and anticipated future gross
revenues for that product or (b) the straight-line method over the remaining
estimated economic life of the product, generally five years.

       Acquired Software

       In March 1999, the Company paid $6.0 million in cash to license the
source code of a chart tracking software product. The amount was recorded in the
balance sheet as acquired software and will be amortized over a period of five
years, commencing December 1999.

       Intangibles

       Intangibles include goodwill, which represents the amount of purchase
price in excess of the fair value of the tangible net assets, acquired software
and other identifiable intangible assets purchased in acquisitions completed by
us. Capitalized amounts are amortized on a straight-line basis over a period of
five to ten years. Goodwill is evaluated quarterly for impairment and written
down to net realizable value if necessary. Intangible assets also include
acquired customer lists, tradenames and assembled work forces which are
amortized on a straight-line basis over a period of five to ten years. During
the quarter ended March 31, 1999, we recorded a $10.6 million charge for the
write-down of certain intangible assets. The intangible assets were associated
with the Business Office Division, primarily related to the acquisitions of
Synergy in 1997, and InterLink, Velox and American Hospital Directory in 1998.
In accordance with SFAS No. 121, "Impairment of Long-Lived Assets", projected
cash flows from these product lines were not sufficient to cover future
amortization of the intangible assets and therefore were written-down during the
quarter ended March 31, 1999.

       Intangible assets include the following (in thousands):

<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                              ---------------------
                                                 1998         1999
                                                 ----         ----
<S>                                           <C>          <C>
Customer lists ...........................    $ 20,951     $ 20,951
Goodwill .................................      34,865       34,008
Work force and trade names ...............       2,341        2,341
                                              --------     --------
                                                58,157       57,300
       Less: Accumulated amortization ....      (8,001)     (15,032)
                                              --------     --------
                                              $ 50,156     $ 42,268
                                              ========     ========
</TABLE>


       Non-Marketable Investments

       In July 1997, we acquired an 11 percent equity interest in VantageMed
Corporation ("VantageMed"), a company that develops and sells software to
physician groups. We paid $1,200,000 for our equity interest in VantageMed which
is accounted for on the cost method. In addition, we provided VantageMed a
revolving line of credit in the amount of $500,000. The line of credit had a
stated interest rate of 8% per annum. During 1998, VantageMed borrowed $500,000
against the line of credit. In January 1999, the $500,000 balance outstanding
under the line of credit was converted to an additional equity interest. During
the first quarter of 1999, we also acquired an additional $3.0 million equity
interest in VantageMed in exchange for cash. As of December 31, 1999, we own
12.1% of the capital stock of VantageMed. The investment in VantageMed is
accounted for on the cost method. Subsequent to December 31, 1999, VantageMed



                                       53
<PAGE>   54
registered shares of common stock in an initial public offering. Following the
initial public offering, we owned 6.9% of the capital stock of VantageMed. We
will begin accounting for our investment in VantageMed as a marketable equity
security beginning February 2000.

       Fair Value of Financial Instruments

       The carrying amounts of our financial instruments, including cash and
cash equivalents, accounts receivable and accounts payable, approximate their
fair values. The fair value of our Convertible Subordinated Debentures at
December 31, 1998 and 1999 were $97.8 million and $55.2 million, respectively.

       Revenue Recognition

       The Company licenses a variety of products and provides a variety of
services. License revenue includes license, installation, consulting and
post-contract customer support fees, third-party hardware sales and other
revenues related to licensing of the Company's software products. Service
revenue consists of business office and health information management
outsourcing, cash flow management, compliance and consulting services.

       The license product suite is comprised of enterprise-wide systems,
business office solutions, and medical records office solutions. Products can be
licensed individually or as a suite of interrelated products. Products are
licensed either under term arrangements (which range from one year to three
years and typically include monthly or annual payments over the term of the
arrangement) or on a perpetual basis. Revenues from enterprise-wide systems are
recognized based upon percentage of completion. Term licenses for business
office solutions and medical records office solutions are recognized monthly or
annually over the term of the license arrangement, beginning at the date of
installation. Revenues from perpetual licenses of business office solutions and
medical records office solutions are recognized upon shipment of the software if
there is persuasive evidence of an agreement, collection of the resulting
receivable is probable and the fee is fixed and determinable. If an acceptance
period is required, revenues are recognized upon the earlier of customer
acceptance or the expiration of the acceptance period.

       Other services are also provided to certain of the Company's licensees of
software products. These services consist primarily of consulting and
post-contract customer support. Consulting services generally consist of
installation of software at customer sites and revenue is recognized upon
completion of installation. Unbilled receivables consist of work performed or
software delivered which has not been billed under the terms of the contractual
arrangement with the customer. Post-contract customer support is recognized
ratably over the term of the support period. Deferred revenue primarily consists
of revenue deferred under annual maintenance and annual license agreements on
which amounts have been received from customers and for which the earnings
process has not been completed. Deferred revenue also consists of undelivered
product and services yet to be performed as of year end. The Company expects to
recognize the revenues within one year.

       The Company provides business office and health information management
outsourcing, compliance, and consulting services to hospitals under contract
service arrangements. Outsourcing revenues typically consist of fixed monthly
fees plus, in the case of business office outsourcing, incentive-based payments
that are based on a percentage of dollars recovered for the provider for which
the service is being performed. The monthly fees are recognized as revenue on a
monthly basis at the end of each month. Incentive fees based upon collection of
accounts from payors are recognized upon payment by the payor to the customer.
Incentive fees based upon acknowledgement from the customer are recognized upon
such acknowledgement. These fees are recorded as unbilled revenue until the
government agency pays the customer. Compliance and consulting revenues are
recognized as the services are provided.

       Cost of license revenues consists primarily of salaries, benefits,
hardware costs and allocated costs related to the installation process and
customer support and royalties to third parties.

       Cost of service revenues consists primarily of salaries, benefits and
allocated costs related to providing such services.

       Major Customers

       In the years ended December 31, 1997, 1998 and 1999, no single customer
accounted for more than 10% of total revenue.

       Concentration of Credit Risk

       Financial instruments which potentially subject the Company to a
concentration of credit risk principally consist of accounts receivable. The
Company does not require collateral on trade accounts receivable as the
Company's customer base consists primarily



                                       54
<PAGE>   55
of hospitals and, to a lesser extent, hospital associations, physician groups,
medical payors and self-administered employers. The Company provides reserves
for credit losses.

       Acquisition Costs

       During 1997, the Company completed two acquisitions which were accounted
for as a pooling of interests. In connection with these acquisitions, the
Company incurred $3.1 million in acquisition and related costs. During 1998, the
Company incurred $10.3 million of acquisition costs associated with the
acquisitions of Pyramid, Codemaster and Integrated Medical Networks, which were
all accounted for on a pooling of interests basis. Acquisition costs were
related to financial advisors hired by the Company and the acquired companies,
legal and accounting fees. During 1999, the Company incurred $6.9 million of
acquisition costs, of which $6.3 million was associated with the acquisition of
Compucare, which was accounted for as a pooling of interests. The $6.3 million
in costs related to the acquisition of Compucare were primarily for financial
advisor fees of approximately $5.4 million incurred by the Company and Compucare
and to a lesser extent, legal and accounting fees of approximately $900,000.

       Non-Recurring Charges

       During 1997, the Company incurred non-recurring charges of $4.7 million.
In February 1997, the Company entered into an arrangement to provide EDI
processing and management services to EDI USA, Inc. In connection with this
claims processing arrangement, and the termination thereof in December 1997, the
Company recorded a charge of $2.5 million. As a result of completed acquisitions
accounted for on a pooling of interest basis during 1997 and prior to 1997, the
Company recorded certain charges to write-off assets which were determined to
have no future realizable value.

       During 1998, the Company recorded $4.2 million of non-recurring charges.
These charges primarily consisted of $3.0 million of costs associated with the
closing of a duplicative operating facility within the Company's business office
outsourcing operations. Such costs included future rents due for its Howell, New
Jersey office and lease obligations the Company is contractually obligated to
fulfill relating to furniture and equipment which was determined not to have any
future net realizable value. In addition, all of the employees, which
approximated 50, were involuntarily terminated during the third quarter ended
September 30, 1998 as part of the closing of this duplicative facility. The
Company also closed another smaller office for which the Company accrued for
future rent obligations during 1998.

       During 1999, the Company recorded $18.8 million of non-recurring charges.
Those charges consisted of costs associated with the closing of several
duplicative operating facilities primarily within the Company's Business Office
Division and certain write-offs related to prior acquisitions. The charge
included approximately $10.0 million related to severance payments to employees
ranging from several weeks to two years in the case of certain management of
Compucare. Such severance payments were paid to involuntarily terminated
employees through August of 1999. In addition, the charge included $8.8 million
for future rents and lease obligations the Company is obligated to fulfill as
well as other incremental costs to wind-down the operations of the offices.
Future rents and lease obligations are expected to be paid through July 2003. At
December 31, 1999, there was $1.5 million accrued for future rents and lease
obligations related to such facilities.

       The following table sets forth the Company's restructuring reserves and
the activity against the reserves (in thousands):

<TABLE>
<CAPTION>
                                                  ADDITIONS                              ADDITIONS
                                   BALANCE AT     CHARGED TO               BALANCE AT    CHARGED TO                 BALANCE AT
                                   DECEMBER 31,     COSTS                  DECEMBER 31,     COSTS                  DECEMBER 31,
DESCRIPTION                           1997       AND EXPENSES  PAYMENTS      1998        AND EXPENSES   PAYMENTS      1999
-----------                           ----       ------------  --------      ----        ------------   --------      ----
<S>                                <C>           <C>           <C>         <C>           <C>            <C>        <C>
Personnel costs ..................      $--      $    820      $   (820)   $     --      $ 10,000       $(10,000)   $     --
Rents and lease obligations ......    1,334         1,260        (1,015)      1,579         3,282         (3,394)      1,467
Other incremental
    Operating costs ..............       --           940          (940)         --         5,470         (5,470)         --
                                   --------      --------      --------    --------      --------       --------    --------
   Total Restructuring Accrual ... $  1,334      $  3,020      $ (2,775)   $  1,579      $ 18,752       $(18,864)   $  1,467
                                   ========      ========      ========    ========      ========       ========    ========
</TABLE>

       In-Process Research and Development

       In connection with the acquisition of 56.7% of the outstanding stock in
Medicus in November 1997, the Company allocated $21.9 million related to
in-process research and development ("IPR&D")(see Note 13). This amount was
expensed as a non-recurring charge because the IPR&D projects identified had not
yet reached technological feasibility and had no alternative future use.



                                       55
<PAGE>   56

       In connection with the acquisitions of Velox, Cabot Marsh, the remaining
43.3% interest in Medicus, and several other purchase business combinations, the
Company allocated $14.5 million to IPR&D for the year ended December 31, 1998
(see Note 13). This amount was expensed as a non-recurring charge because the
IPR&D projects identified had not yet reached technological feasibility and had
no alternative future use. The following table depicts the allocations to IPR&D
for the year ended December 31, (in thousands):

<TABLE>
<CAPTION>
                             1998       1999
                             ----       ----
<S>                          <C>      <C>
Med Data ..............    $    --    $ 1,722
Velox .................      1,500         --
Cabot Marsh ...........      4,200         --
Medicus (43.3%) .......      4,763         --
Other acquisitions ....      4,031         --
                           -------    -------
Total .................    $14,494    $ 1,722
                           =======    =======
</TABLE>

       The value allocated to IPR&D was determined by estimating the costs to
develop the purchased technology into commercially viable products, estimating
the resulting net cash flows from each project, excluding the cash flows related
to the portion of each project that was incomplete at the acquisition date, and
discounting the resulting net cash flows to their present value. Each of the
project forecasts was based upon future discounted cash flows, taking into
account the stage of development of each in-process project, the cost to develop
that project, the expected income stream, the life cycle of the product
ultimately developed, and the associated risks. In each case, the selection of
the applicable discount rate was based on consideration of the Company's
weighted average costs of capital, as well as other factors including the useful
life of each technology, profitability levels of each technology, the
uncertainty of technology advances that were known at the time, and the stage of
completion of each technology.

       VELOX. At the acquisition date, Velox was conducting development,
engineering, and testing activities associated with SMARTLINK, a product which
focuses on accounts receivable analysis and reporting in hospitals, large
physician practices, and other entities. Upon completion, this product was
planned to have significant scalability, a multilayer architecture, and the
ability to address Windows NT 5.0 and the next generation of Microsoft SQL
Server. At the acquisition date, Velox was approximately 35% complete with the
development of this product. The Company anticipated that SMARTLINK would be
completed in the last half of 1998, after which the Company expected to begin
generating economic benefits from the value of the completed IPR&D.

       Revenues attributable to SMARTLINK were estimated to be $1.3 million in
1998 and $5.0 million in 1999. IPR&D revenue, as a percentage of total projected
company revenue, was expected to peak in 1999 and decline thereafter as new
product technologies were expected to be introduced by the company. Operating
expenses (expressed as a percentage of revenue) average 79% over the projection
period. The costs to complete the IPR&D were expected to be $293,000 in 1998 and
$239,000 in 1999. A risk-adjusted discount rate of 20% was utilized to discount
projected cash flows.

       CABOT MARSH. At the acquisition date, Cabot Marsh was conducting
development, engineering, and testing activities associated primarily with the
next generation of RAMS, a compliance product related to inpatient and
outpatient coding. At the acquisition date, Cabot Marsh was approximately 80%
complete with the development of the IPR&D. The Company anticipated that the
project would be completed in the second half of 1998, after which the Company
expected to begin generating economic benefits from the value of the completed
IPR&D.

       Revenues attributable to the next generation of RAMS were estimated to be
$807,000 in 1998 and $11.3 million in 1999. IPR&D revenue, as a percentage of
total projected company revenue, was expected to peak in 1999 and decline
thereafter as new product technologies were expected to be introduced by the
company. Operating expenses (expressed as a percentage of revenue) average 57%
over the projection period. The costs to complete the IPR&D efforts were
expected to be $140,000 in 1998 and $427,000 in 1999. A risk-adjusted discount
rate of 19% was utilized to discount projected cash flows.

       MEDICUS. At the acquisition date, Medicus was conducting development,
engineering, and testing activities associated with the next generations of the
company's Clinical Data Systems ("CDS") and Patient Focused Systems ("PFS")
project lines. At the acquisition date, Medicus was approximately 30% and 60%
complete with CDS and PFS, respectively. The Company anticipated that CDS would
be completed at the end of 1998, with PFS scheduled for completion in mid-1999.
After these release dates, the Company expected to begin generating economic
benefits from the value of the completed IPR&D.

       Revenues attributable to CDS were estimated to be $6.0 million in 1999
and $18.0 million in 2000. IPR&D revenue, as a percentage of total projected
product revenue, is expected to peak in 2000 and decline thereafter as new
product technologies are expected to be introduced by the company. Revenues
attributable to PFS are estimated to be $7.2 million in 2000 and $9.8 million in
2001. IPR&D revenue, as a percentage of total projected product revenue, is
expected to peak in 2000 and decline thereafter as new



                                       56
<PAGE>   57
technologies were expected to be introduced by the Company. For both projects,
operating expenses (expressed as a percentage of revenue) average 61% over the
projection period. The costs to complete the CDS IPR&D efforts were expected to
be $14,000 in 1998 and $1.2 million in 1999. The costs to complete the PFS IPR&D
efforts were expected to be $6,000 in 1998 and $309,000 in 1999. For each of the
projects, a risk-adjusted discount rate of 18% was utilized to discount
projected cash flows.

       MED DATA. At the acquisition date, Med Data was conducting development,
engineering, and testing activities associated with the MEDREC/Chart Completion
Millennium product (Chart Completion). At the acquisition date, Med Data was
approximately 68% complete with this product. The Company anticipated that Chart
Completion would be completed in late 1999, after which the Company expected to
begin generating economic benefits from the value of the completed IPR&D.

       Revenues attributable to Chart Completion were estimated to be $240,000
in 1999, increasing to $3.3 million in 2000 and peaking at $5.1 million in 2001
and declining thereafter as new product technologies were expected to be
introduced by the company. Operating expenses (expressed as a percentage of
revenue) average 58% over the projection period. The costs to complete the IPR&D
were expected to be $236,000 in 1999. A risk-adjusted discount rate of 25% was
utilized to discount projected cash flows.

       The SMARTLINK, RAMS, CDS, PFS and products have been completed and are
available for general sale as of 12/31/99. Chart Completion is expected to be
completed in the second quarter of 2000.

       Net Loss Per Share

       Basic net loss available to common stockholders per share is computed
using the weighted average number of common shares outstanding during the
period. Diluted net loss available to common stockholders per share is computed
using the weighted average number of common and common equivalent shares
outstanding during the period. Common equivalent shares consist of stock options
and warrants (using the treasury stock method) and convertible subordinated
debentures (using the if converted method). Common equivalent shares are
excluded from the dilutive computation only if their effect is anti-dilutive. As
the Company recorded a net loss in each of three years in the period ended
December 31, 1999, 1.2 million, 2.8 million and 834,000 common equivalent shares
were not included in diluted weighted average common shares outstanding for the
years ending December 31, 1997, 1998 and 1999, respectively.

       Comprehensive Income

       In 1997, Financial Accounting Standards Board ("FASB") issued Statements
of Financial Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive
Income," which was adopted by the Company in the first quarter of 1998. The
Company has integrated the presentation of comprehensive income (loss) with the
consolidated statements of changes in stockholders' equity (deficit).

       Use of Estimates in Preparation of Financial Statements

       The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and to
disclose 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. Significant
estimates include the realizability of acquired intangible assets. Due to the
Company's large number of acquisitions generating these intangible assets, the
Company periodically evaluates the integration efforts related to these
acquisitions and the realizability of the related acquired intangible assets.

       Reclassifications

       Certain reclassifications have been made to the 1997 and 1998
consolidated financial statements to conform to the 1999 presentation.

       Recent Accounting Pronouncements

       In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivative financial instruments on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. The key criterion for hedge
accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of all fiscal years beginning after June 15,
1999. In July 1999, the



                                       57
<PAGE>   58

Financial Accounting Standards Board issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities Deferral of the Effective Date of
FASB Statement No. 133 -- An amendment of FASB Statement No. 133." SFAS No. 137
defers the implementation of SFAS No. 133 by one year. This statement is not
expected to have a material impact on the financial condition or results of the
operations of the Company.

       In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies. The Company
will adopt SAB 101 as required in the second quarter of 2000. Management is
evaluating the effect that such adoption of SAB 101 will have on the financial
position or results of the operations of the Company

3.     LINE OF CREDIT GUARANTEE

       In September 1998, the Company entered into an arrangement to guarantee a
line of credit of another company for up to $12.5 million. Outstanding balances
under the line of credit accrue interest at 8.5% and are due in October 2001.
The Company is required to meet certain financial covenants in connection with
the line of credit guarantee, with which the Company was not in compliance at
December 31, 1999. See Note 19 for discussion. The Company has also entered into
a reseller agreement with the same company. Under the terms of the reseller
agreement, the Company has a non-exclusive license to resell the company's
software. This reseller agreement remains in effect for an initial term of three
years, expiring in September 2001, and thereafter is subject to renewal for
additional one year terms.

4.     LINE OF CREDIT, NOTES PAYABLE AND DEBENTURES

       The Company's notes payable consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                        ----------------------
                                                          1998         1999
                                                          ----         ----
<S>                                                     <C>          <C>
Note payable to stockholder of
Integrated Medical Networks, Inc., bearing
   interest at 7.875%, paid in full April, 1999 ....    $ 19,184          $--
Miscellaneous notes payable ........................         281           24
                                                        --------     --------
                                                          19,465           24
          Less:  Current portion ...................        (279)         (24)
                                                        --------     --------
                                                        $ 19,186          $--
                                                        ========     ========
</TABLE>

       In April 1998, the Company completed an offering of $115 million
principal amount of Convertible Subordinated Debentures (the "Debentures"),
including the underwriters' over-allotment option. The Debentures are due May 1,
2005 and bear interest at 5.25% per annum. The Debentures are convertible into
common stock at any time prior to the redemption or final maturity, initially at
the conversion price of $33.25 per share (resulting in an initial conversion
ratio of 30.075 shares per $1,000 principal amount). Net proceeds to the Company
from the offering were $110.8 million.

       The Company was party to a $7.0 million revolving credit and security
agreement with its bank. The Company paid interest at a rate of prime + 1.5% (or
9.25% at December 31, 1998, weighted average of 9.86% for 1998) on the
outstanding borrowings. The Company had $2.5 million in borrowings at December
31, 1998. The line of credit was repaid and terminated by the Company in March
1999.

       During the year ended December 31, 1998, the Company opened $1.0 million
of stand-by letters of credit under a bank financing agreement. During the year
ended December 31, 1999, the Company paid a 1% annual fee to renew the stand-by
letters of credit and secured all of the stand-by letters of credit with a $1.0
million certificate of deposit, recorded in the balance sheet at December 31,
1999 as restricted cash. As of December 31, 1999, none of the letters of credit
were drawn upon.



                                       58
<PAGE>   59

5.     CAPITAL AND OPERATING LEASE OBLIGATIONS

       The Company leases its headquarters and certain other facilities under
operating leases and a portion of its equipment under capital lease
arrangements. The minimum future lease payments required under the Company's
capital and operating leases at December 31, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                        CAPITAL     OPERATING
                                                         LEASES       LEASES
                                                         ------       ------
<S>                                                     <C>         <C>
2000 ...............................................    $   406     $ 8,245
2001 ...............................................        184       6,503
2002 ...............................................        166       4,250
2003 ...............................................         48       3,123
2004 ...............................................         --       2,347
Thereafter .........................................         --       6,059
                                                        -------     -------
     Total minimum payments ........................        804     $30,527
                                                                    =======
Interest on capital lease obligations at a
     rate of 8.5% ..................................       (160)
                                                         -------
Net minimum principal payments .....................        644
Current maturities .................................       (437)
                                                         -------
                                                         $   207
                                                         -------
</TABLE>

       Rental expense was approximately $5.1 million, $5.1 million and $7.7
million for the years ended December 31, 1997, 1998, and 1999, respectively. At
December 31, 1998 and 1999, the gross book value of equipment leased under
noncancelable capital leases totaled $1.4 million. As of December 31, 1998 and
1999, related accumulated depreciation totaled $699,000 and $1.1 million,
respectively.

6.     WARRANTS

       In December 1995, the Company issued a warrant to KTU, an affiliate of
the Company's Chief Executive Officer, to purchase up to 134,574 shares of
common stock at an exercise price of $3.75 per share. In June 1996, the
Company's Chief Executive Officer transferred the warrant to Trigon Resources
Corporation, a corporation owned by him and his children.

       In September 1995 and June 1996, the Company issued warrants to its Chief
Executive Officer to purchase up to 355,600 shares of common stock at $3.75 per
share. In connection with the warrant issued in June 1996, the Company recorded
deferred compensation for $381,000, representing the intrinsic value of the
warrant at the date of issuance which would be amortized over the vesting
period. The Company recorded compensation expense of $336,000 for the year ended
December 31, 1997 as a result of the vesting of the warrants. The warrants were
exercised in full during 1999.

       In connection with a 1996 bridge loan agreement, the Company issued
warrants to purchase an aggregate of 957,376 shares of common stock at a
purchase price of $3.75 per share. The warrants were partially exercised into
240,960 and 430,705 shares of common stock during 1997 and 1998, respectively.
The remaining warrants expire on January 31, 2001. The value of the warrants at
the date of issuance was nominal; therefore, no value had been assigned to the
warrants for accounting purposes.

       In connection with a line of credit arrangement the Company entered into
during 1996, which has since expired, the Company issued a warrant to purchase
common stock. The warrant was exercised into 7,663 shares of common stock during
1998.

       In connection with the acquisition of the minority interest in Medicus in
May 1998, a former officer and director of Medicus exercised a warrant to
purchase 67,503 shares of common stock of the Company. In addition, Medicus
issued a warrant to purchase 100,000 shares of common stock to an unaffiliated
entity at $7.80 per share. In connection with the acquisition of the remaining
43.3% minority interest in Medicus in May 1998, the warrant was exercised for
100,000 shares of common stock of the Company. The value of the warrants at the
date of issuance was nominal; therefore, no value had been assigned to the
warrants for accounting purposes.

       In connection with the Compucare acquisition in March 1999, the Company
assumed warrants to purchase 71,751 shares of common stock at exercise prices
ranging from $0.15 to $233.09 per share and expiring at various dates through
2006.

       In connection with an acquisition in June 1999, the Company assumed
warrants to purchase 6,424 shares of common stock at an exercise price of $0.03
per share, expiring in March 2008. The warrants were partially exercised for
5,396 shares of common stock during the third quarter of 1999.


                                       59
<PAGE>   60

7.     CONVERTIBLE PREFERRED STOCK

       In March 1999, the Company acquired Compucare in a business combination
accounted for as a pooling of interests. During 1997 and 1998 Compucare issued
preferred stock, some of which gave rise to dividend accretions in 1997 and
1998, as reflected in the accompanying consolidated statements of operations.
The 1997 preferred issuance consisted of an exchange of preferred shares with a
value of approximately $15.1 million for debt and associated accrued interest
with a book value of approximately $11.8 million, resulting in a charge of
approximately $3.3 million to interest expense in the 1997 consolidated
statement of operations. Compucare's preferred stock issuances have been
presented as common stock issuances for all periods in the accompanying
consolidated statement of changes in stockholder's equity (deficit).

8.     COMMON STOCK

       In September 1994, the Company entered into consulting arrangements with
two individuals pursuant to which each individual was issued warrants to
purchase 17,000 shares of common stock at a purchase price of $4.79 per share.
These warrants were exercised for shares of common stock during 1997.

       In October 1995, the Company entered into a joint development arrangement
with another software company pursuant to which the Company issued a warrant to
purchase 28,560 shares of common stock at a purchase price of $5.25 per share.
The warrant was partially exercised for 18,984 shares of common stock during
1997. The remaining warrants expire on June 25, 2001.

       In connection with the acquisition of Rothenberg Health Systems, Inc. by
Resource Health Partners, L.P. ("RHP") in November 1995 (see Note 13), RHP
granted Class C limited partnership units in RHP to certain officers and
employees of Rothenberg Health Systems, Inc. These units, which were valued at
$440,000, vest over a period of seven years. The related agreements also contain
provisions for accelerated vesting should there be a sale of all or
substantially all of the assets of Rothenberg Health Systems, Inc. With respect
to shares granted to employees who were not shareholders of Rothenberg Health
Systems, Inc. at the date of the acquisition, the Company recorded deferred
compensation expense as a component of stockholders' equity, which was being
amortized ratably over the seven year vesting period. In connection with the
acquisition of Rothenberg Health Systems, Inc., the Company amortized the
remaining deferred compensation during 1997.

       In October 1997, the Company completed a follow-on offering of 3,300,000
shares of common stock, of which 2,972,198 shares were offered by the Company
and 327,802 shares were offered by selling stockholders. In addition, the
underwriters exercised an over-allotment option to purchase an additional
495,000 shares. Total proceeds to the Company were $57.3 million net of offering
costs and the underwriters' discount of $4.1 million.

       In November 1998, the Company issued 237,000 shares of restricted common
stock with a fair market value of $16.625 per share to certain officers of the
Company. In connection with the common stock issuance, the Company recorded
deferred compensation for $3.9 million, representing the intrinsic value of the
restricted common stock at the date of issuance which will be amortized over the
vesting period of five years. During the fourth quarter of 1999, 35,000 shares
of restricted stock were canceled. Compensation expense recognized during the
year ended December 31, 1999 related to the restricted stock was $839,000.

       In 1998, the Board of Directors and Stockholders of the Company approved
an increase to the authorized shares of common stock from 20,000,000 to
50,000,000.


9.     STOCK OPTION AND PURCHASE PLANS

       Stock Option Plans

       1996 Option Plan

       Under the Company's 1994 Stock Option Plan and its successor plan, the
1996 Stock Incentive Plan, which became effective in October 1996 (collectively,
the "Option Plan"), the Board of Directors may grant incentive and nonqualified
stock options to employees, directors and consultants. The exercise price per
share for an incentive stock option cannot be less than the fair market value on
the date of grant. The exercise price per share for a nonqualified stock option
cannot be less than 85% of the fair market value on the date of grant. Option
grants under the Option Plan generally expire ten years from the date of grant
and generally vest



                                       60
<PAGE>   61

over a four-year period. Options granted under the Option Plan are exercisable
subject to the vesting schedule. As of December 31, 1999, a total of 3,385,041
shares of common stock have been authorized by the Company's stockholders for
grant under the Option Plan.



       1997 Stock Option Plan

       In 1997, Pyramid, a company acquired in a pooling transaction, adopted
the 1997 Stock Option Plan ("1997 Plan") whereby options could be granted to
employees, directors and consultants. The 1997 Plan was administered by the
Board of Directors or a committee thereof. The 1997 Plan provided for the
issuance of incentive stock options to employees and nonqualified stock options
to employees and consultants. Under the 1997 Plan, the exercise price of all
incentive stock options granted to employees who would be 10% shareholders in
the Company could not be less than 110% of the fair market value of the shares
on the grant date. If granted to any other employee, the exercise price of the
incentive stock options could not be less than the fair market value of the
shares on the grant date. The exercise price for nonqualified stock options to a
person who was a 10% shareholder of the Company could not be less than 110% of
the fair market value of the stock on the date of grant. The exercise price for
nonqualified stock options to any other person could not be less than 85% of the
fair market value of the shares on the date of grant. The options generally
expire ten years from the date of grant. In general, the outstanding options
vest 20% at the first anniversary of the date of grant and 1.67% each month
thereafter. In 1998, options outstanding under the 1997 Plan were merged into
the Company's Option Plan.

       1999 Stock Option Plan

       In March 1999, the Company adopted the 1999 Stock Option Plan ("1999
Plan") whereby options may be granted to employees, directors and consultants.
The 1999 Plan is administered by the Board of Directors or a committee thereof.
The 1999 Plan provides for the issuance of nonqualified stock options to
employees and consultants. A total of 2,000,000 shares have been reserved for
issuance under the 1999 Plan. The 1999 Plan expires on March 21, 2009, unless
terminated earlier by the Board of Directors. The exercise price of all
incentive stock options granted under the 1999 Plan must not be less than 100%
of the fair market value of the shares on the grant date. Option grants under
the 1999 Plan generally expire ten years from the date of grant, generally vest
over a four-year period and are exercisable subject to the vesting schedule. As
of December 31, 1999, 149,200 shares remain available for grant under the 1999
Plan.

       The Company accounts for its stock-based awards using the intrinsic value
method in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related interpretations.
Under this principle, the Company recognized compensation expense of $268,000
during the year ended December 31, 1999, primarily related to the acceleration
of vesting terms for certain outstanding stock options.

       SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"),
requires the disclosure of pro forma net income and earnings per share had the
Company adopted the fair value method as of the beginning of fiscal year 1995.
In accordance with SFAS 123, the fair value of stock-based awards to employees
is calculated through the use of option pricing models. These models require
subjective assumptions, including future stock price volatility and expected
time to exercise. The Company's calculations are based on a multiple option
valuation approach and forfeitures are recognized as they occur. Under SFAS 123,
the Company's Employee Stock Purchase Plan would be compensatory due to a
look-back feature, and $492,000 of compensation would have been recognized in
fiscal year 1999.

       Had compensation cost for the Company's option plans been determined
based on the fair value at the grant dates for the awards calculated in
accordance with the method prescribed by SFAS No. 123, the Company's net loss
and net loss per share would have been the pro forma amounts indicated below (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                         1997            1998           1999
                                                                      ----------     ----------     ----------
<S>                                                    <C>            <C>            <C>            <C>
Net loss available to common stockholders .....        As reported    $  (37,985)    $  (21,376)    $  (12,330)
                                                       Pro forma      $  (39,207)    $  (32,754)    $  (18,652)
Basic and diluted net loss per share ..........        As reported    $    (2.34)    $    (0.91)    $    (0.49)
                                                       Pro forma      $    (2.41)    $    (1.40)    $    (0.75)
</TABLE>



                                       61
<PAGE>   62

       The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option pricing model with the following assumptions for
the years ended December 31, 1997, 1998 and 1999:

<TABLE>
<CAPTION>
                                                            1997               1998           1999
                                                       --------------        ----------    ----------
<S>                                                    <C>                   <C>           <C>
            Expected dividend yield..............            0.0%             0.0%          0.0%
            Expected stock price volatility......           73.0%            77.5%         91.7%
            Risk-free interest rate..............      5.50%-5.54%            4.74%         6.49%
            Expected life of options.............            4.5 years        6.8 years      5.0 years
</TABLE>

       The weighted average fair value of options granted during 1997, 1998, and
1999 was $9.22, $15.98 and $5.17 per share, respectively. Option activity under
the option plans is as follows:

<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING
                                   ---------------------
                                                WEIGHTED
                                                 AVERAGE
                                   NUMBER OF    EXERCISE
                                    SHARES       PRICE
                                    ------       -----
                                   (IN THOUSANDS, EXCEPT
                                     PER SHARE AMOUNTS)
<S>                                <C>        <C>
Balance, December 31, 1996 ....       903     $    9.88
    Granted ...................     1,980         11.56
    Exercised .................      (115)         3.87
    Canceled ..................      (365)        11.22
                                   ------        ------
Balance, December 31, 1997 ....     2,403          9.98
                                   ------        ------
    Granted ...................     1,621         20.41
    Exercised .................      (370)        11.67
    Canceled ..................      (173)        13.57
                                   ------        ------
Balance, December 31, 1998 ....     3,481         15.35
                                   ------        ------
    Granted ...................     2,542          8.07
    Exercised .................      (259)         6.14
    Canceled ..................      (713)        10.32
                                   ------        ------
Balance, December 31, 1999 ....     5,051     $   12.43
                                   ======        ======
</TABLE>

       The following table summarizes information about stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING               OPTIONS EXERCISABLE
                     -----------------------------------------  ------------------------
                       NUMBER          WEIGHTED       WEIGHTED    NUMBER       WEIGHTED
                     OUTSTANDING       AVERAGE         AVERAGE  EXERCISABLE    AVERAGE
RANGE OF               AS OF          REMAINING       EXERCISE     AS OF       EXERCISE
EXERCISE PRICES       12/31/99     CONTRACTUAL LIFE     PRICE     12/31/99       PRICE
---------------       --------     ----------------     -----    ---------       -----
<S>     <C>            <C>              <C>            <C>      <C>             <C>
$ 0.11- $ 5.71         363,925          6.85           $ 4.59     349,853       $  4.72
$ 7.38- $ 9.13       2,837,157          5.82             8.20     423,567          8.64
$ 9.63- $11.50         471,086          6.02            10.84     311,803         10.94
$12.00- $16.63         219,482          4.25            13.92     124,481         14.88
$16.84- $21.34         157,414          6.25            18.58     148,431         18.55
$22.38- $25.81         663,846          7.30            22.99     338,609         23.02
$26.26- $27.97         181,408          7.91            27.75      86,825         27.67
$33.37- $39.16         157,128          7.94            38.89      75,878         38.61
                     ---------          ----           ------   ---------       -------
$ 0.11- $39.16       5,051,446          6.12           $12.43   1,859,447       $ 14.23
                     =========          ====           ======   =========       =======
</TABLE>

       Employee Stock Purchase Plan

       The Company's Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Company's Board of Directors in June 1996. A total of 200,000
shares of common stock has been reserved for issuance under the Purchase Plan.
The Purchase Plan enables eligible employees to designate up to 10% of their
compensation for the purchase of stock. The purchase price is 85% of the lower
of the fair market value of the Company's common stock on the first day or the
last day of each six-month purchase period. No compensation expense is recorded
in connection with the plan. The Company issued 13,580, 37,310 and 90,927 shares
of common stock under the Purchase Plan during the years ended December 31,
1997, 1998 and 1999, for an aggregate purchase price of $135,000, $467,000, and
$1,040,000, respectively. The Purchase Plan terminated in January 2000.

10.    RELATED PARTY TRANSACTIONS

       The Company, through the acquisition of Rothenberg Health Systems, Inc.,
assumed a long-term agreement, expiring in 2010, to provide management services
to Physical Therapy Provider Network, Inc. ("PTPN"), an affiliated entity. Under



                                       62
<PAGE>   63
the terms of the agreement, the Company provided PTPN with management services,
employees and facilities and incurred other operating costs on behalf of PTPN.
All employee, facility and other operating costs were directly reimbursed by
PTPN. The Company also received a 50% share of PTPN's net income before taxes,
which is shown in other income (expense) in the consolidated statement of
operations. Direct costs incurred by the Company and reimbursed by PTPN were
$965,000, $988,000, and $1.1 million for the years ended December 31, 1997, 1998
and 1999, respectively.

11.    EMPLOYEE BENEFIT PLAN

       The Company maintains a 401(k) Savings Plan (the "Plan"). All eligible
employees can participate in the Plan. Under the terms of the Plan, employees
may elect to contribute up to 15% of their pre-tax compensation to the Plan.
Employee contributions are 100% vested at all times. The Company may make
discretionary contributions to the Plan, which vest annually over a four-year
vesting period. Discretionary contributions of $72,000, $194,000 and $924,000
were made by the Company for the years ended December 31, 1997, 1998 and 1999,
respectively.

       In connection with the acquisition of Compucare in March 1999, the
Company assumed Compucare's 401(k) Savings Plan (the "Compucare Plan") which
covers substantially all employees of Compucare. Pursuant to the Compucare Plan,
participants may contribute up to 15% of their annual compensation, which is
generally matched at a rate of 50% of the first 4% of employee contributions.
Participants are immediately vested in their voluntary contributions plus
earnings thereon and vest ratably over three years in employer contributions.
Included in general and administrative expenses are matching contributions
totaling $264,000, $261,000 and $193,000 for the years ended December 31, 1997,
1998 and 1999, respectively. The Compucare Plan was transitioned into the
Company's Plan during 1999.

       In connection with the acquisition of Rothenberg Health Systems, Inc. in
December 1997, the Company assumed Rothenberg's 401(k) Savings Plan (the
"Rothenberg Plan"). Pursuant to the Rothenberg Plan, employees could elect to
defer up to 10% of their pre-tax compensation to the Rothenberg Plan. The
Company could make matching contributions up to 25% of the employees'
contribution. For the year ended December 31, 1997, the Company made matching
contributions of $72,000. Employees vested in company contributions based on
their years of service. Partial vesting began after two years of continuous
employment. Contributions fully vested after six years of continuous service. In
addition, the Company, at its discretion, contributed amounts to a profit
sharing pool. These amounts were allocated to the accounts of eligible employees
principally based on the proportion of each eligible employee's compensation to
the total compensation of all eligible employees. The contribution was
determined annually by the Board of Directors of Rothenberg based on the
company's performance and profitability. The Company accrued contributions to
the profit sharing pool of $126,000 for the year ended December 31, 1997. Twenty
percent of the amount allocated to an employee for a given year vested
immediately if the employee had two years of service with the Company or, if the
employee did not have two years of service, after two years of service with the
Company. The remaining amount allocated vested at a rate of 20% for each
additional year so that the Company's contributions would have been fully vested
four years after the date of vesting of the first 20%. Notwithstanding the
foregoing, the Company's contributions immediately vested when the employee
reached age 65 or upon the death or permanent disability of the employee while
employed. The Company transitioned the Rothenberg Plan into the Company's Plan
during 1998.

       As a result of the acquisition of 56.7% of Medicus Systems Corporation in
November 1997, the Company assumed Medicus' 401(k) Savings Plan (the "Medicus
Plan"). The Medicus Plan has substantially the same terms and conditions as the
Company's Plan. The Medicus Plan was transitioned into the Company's Plan during
1998.

12.    ACQUISITIONS

       In April 1997, the Company acquired Healthcare Recovery, Inc., a
successor in interest to the Synergy Companies doing business as Synergy HMC.
The aggregate purchase price was $3.4 million, consisting of $1.4 million in
cash and 181,855 shares of common stock (the aggregate fair market value of
which was $2.0 million). The Company also repaid $1.7 million in indebtedness of
Synergy HMC. The acquisition was accounted for as a purchase. In connection with
the acquisition, the Company recorded $4.9 million of intangibles, which
primarily included customer lists that are being amortized ratably over a seven
year period.

       In September 1997, the Company completed the acquisition of Healthcare
Revenue Management, Inc. ("HRM") for consideration consisting of 112,706 shares
of common stock (the aggregate fair market value of which was $2.3 million) and
$200,000 in cash. The acquisition was accounted for as a purchase. Additionally,
an intangible asset for customer lists was recorded in the amount of $3.1
million and will be amortized ratably over a ten year period.



                                       63
<PAGE>   64

       In December 1997, the Company acquired all of the outstanding capital
stock of Fleming SoftLink Systems, Inc. ("SoftLink") in exchange for 110,857
shares of common stock. The acquisition was accounted for as a pooling of
interests. Upon closing of acquisition, the assets and liabilities of SoftLink
were recorded at net book value and consisted primarily of accounts receivable,
accrued liabilities and, to a lesser extent, deferred revenue. The accompanying
consolidated financial statements have been restated to reflect the acquisition
of SoftLink as a pooling of interests.

       In December 1997, the Company acquired all of the assets and assumed all
of the liabilities of RHP, and acquired and merged with its two wholly owned
subsidiaries Resource Holdings, Ltd. ("RHL") and FRA Acquisitions Inc. ("FRA")
(collectively doing business as "Rothenberg Health Systems, Inc."). The mergers
were completed pursuant to an Acquisition Agreement and Plan of Merger (the
"Acquisition Agreement"). The Company issued 1,588,701 shares of its common
stock in exchange for all of the capital stock of RHL and FRA. The acquisitions
were accounted for as poolings of interests. Upon closing of the acquisitions,
the assets and liabilities of Rothenberg Health Systems, Inc. were recorded at
net book value and consisted primarily of cash, accounts receivable and accrued
liabilities. The accompanying consolidated financial statements have been
restated to reflect the acquisition of RHL and FRA as poolings of interests.

       In November 1997, the Company acquired 3,111,105 shares of common stock
of Medicus Systems Corporation ("Medicus"), or 56.7% of the then issued and
outstanding shares of Medicus common stock, from certain selling stockholders.
Pursuant to individual stock purchase agreements (the "Stock Purchase
Agreements"), the Company agreed to pay the selling stockholders $7.50 per share
resulting in a total purchase price of approximately $26.3 million. The purchase
price was comprised of a cash payment of $21.7 million, the issuance of a note
payable for approximately $1.6 million to one selling stockholder, which was due
and repaid by the Company in January 1998, warrants to purchase an aggregate of
972,220 shares of QuadraMed common stock at $24 per share, valued at $700,000,
and transaction costs of $2.3 million. In connection with the acquisition, which
was accounted for as a purchase, the Company allocated the purchase price based
upon the estimated fair value of the Company's proportionate share of the assets
acquired and liabilities assumed. Intangible assets acquired aggregated to $30.2
million, of which $1.7 million, $6.7 million and $21.8 million were assigned to
acquired software, acquired intangible assets and acquired research and
development in-process, respectively. Because there was no assurance that the
Company would be able to successfully complete the development and integration
of the acquired research and development in-process or that it had alternative
future use at the acquisition date, the acquired research and development
in-process was charged to expense by the Company in the year ended December 31,
1997. The Company's proportionate share of net tangible liabilities assumed in
the acquisition totaled approximately $12.8 million.

       In May 1998, the Company completed its acquisition of Medicus by
purchasing the remaining 43.3% interest in Medicus. The Company allocated the
remaining 43.3% purchase price based on the estimated fair value of the assets
and liabilities assumed. Approximately $4.8 million of the total intangibles was
assigned to acquired in-process research and development and charged to expense
by the Company in the year ended December 31, 1998. The remaining intangible
balance will be amortized over a seven year period.

       In January 1998, the Company acquired entities affiliated with InterLink
Corporation for 65,224 shares of the Company's common stock, the aggregate fair
market value of which was $1.5 million, and approximately $1.7 million in cash
and the extinguishment of notes receivable of $250,000. In connection with this
acquisition, which was accounted for as a purchase, the Company allocated the
purchase price based upon the estimated fair value of the acquired assets and
liabilities assumed. Approximately $1.3 million of the total intangibles was
assigned to acquired in-process research and development and charged to expense
by the Company in the year ended December 31, 1998. The remaining intangible
asset will be amortized over a ten year period.

       In February 1998, the Company acquired Cabot Marsh Corporation ("Cabot
Marsh") for 382,767 shares of the Company's common stock, the fair market value
of which was approximately $8.4 million, and approximately $2.8 million in cash.
In connection with this acquisition, which was accounted for as a purchase, the
Company allocated the purchase price based upon the estimated fair value of the
assets acquired and liabilities assumed. Approximately $4.2 million of total
intangibles was assigned to acquired in-process research and development and
charged to expense by the Company in the year ended December 31, 1998. The
remaining intangible balance will be amortized over a ten year period.

       In March 1998, the Company acquired Velox Systems Corporation ("Velox")
for 40,562 shares of the Company's common stock, the market value of which was
approximately $1.4 million, and approximately $3.1 million in cash. In
connection with this acquisition, which was accounted for as a purchase, the
Company allocated the purchase price based upon the estimated fair value of the
assets acquired and liabilities assumed. Approximately $1.5 million of the total
intangibles was assigned to acquired in-process research and development and
charged to expense by the Company in the year ended December 31, 1998. The
remaining intangible balance is amortized over a seven year period.



                                       64
<PAGE>   65

       In June 1998, the Company acquired all of the outstanding capital stock
of Pyramid Health Group, Inc. ("Pyramid") in exchange for 2,740,000 shares of
common stock. The acquisition was accounted for as a pooling of interests. Upon
closing of acquisition, the assets and liabilities of Pyramid were recorded at
net book value and consisted primarily of accounts receivable, fixed assets,
accounts payable and accrued liabilities. The accompanying consolidated
financial statements have been restated to reflect the acquisition of Pyramid on
a pooling of interests basis.

       In September 1998, the Company acquired all the outstanding capital stock
of Integrated Medical Networks, Inc. ("IMN") in exchange for 1,550,000 shares of
common stock. The acquisition was accounted for as a pooling of interests. Upon
closing of the acquisition, the assets and liabilities of IMN were recorded at
book value and consisted primarily of accounts receivable, fixed assets,
accounts payable, accrued liabilities, and notes payable. The accompanying
consolidated financial statements have been restated to reflect the acquisition
of IMN on a pooling of interests basis.

       In 1998, the Company acquired all of the outstanding capital stock of
another healthcare company, in exchange for 507,000 shares of common stock of
the Company. The acquisition was accounted for as a pooling of interests,
however the operations of the acquired company were not material to the Company,
therefore the Company did not restate the consolidated financial statements.

       In March 1999, the Company completed the acquisition of the Compucare
Company ("Compucare") by acquiring all the outstanding capital stock of
Compucare in exchange for 2,957,000 shares of common stock. The acquisition was
accounted for as a pooling of interests. Upon closing of the acquisition, the
assets and liabilities of Compucare were recorded at net book value and
consisted primarily of accounts receivable, fixed assets, accounts payable,
accrued liabilities, and deferred revenue. The accompanying consolidated
financial statements have been restated to reflect the acquisition of Compucare
on a pooling of interests basis.

       In July 1999, the Company acquired Med Data Systems, Inc. ("Med Data")
for $5 million in cash. In connection with this acquisition, which was accounted
for as a purchase, the Company allocated the purchase price based upon the
estimated fair value of the assets and liabilities assumed. Approximately $1.7
million of the total intangible was assigned to in-process research and
development and charged to expense by the Company in the year ended December 31,
1999. The remaining intangible balance will be amortized over a seven-year
period.

       A reconciliation of the current consolidated statement of operations with
previously reported separate Company information for entities with which the
Company has pooled is presented below:

<TABLE>
<CAPTION>
                                   1997          1998          1999
                                   ----          ----          ----
<S>                             <C>           <C>           <C>
Revenues:
QuadraMed ..................    $  35,678     $  90,296     $ 230,305
Rothenberg and Softlink ....       12,483            --            --
Pyramid and IMN ............       54,699        77,157            --
Compucare ..................       37,940        43,167         9,280
                                ---------     ---------     ---------
  Consolidated .............    $ 140,800     $ 210,620     $ 239,585
                                =========     =========     =========

Net loss:

QuadraMed ..................    $ (22,602)    $ (17,196)    $ (12,044)
Rothenberg and Softlink ....       (4,437)           --            --
Pyramid and IMN ............       (8,304)       (3,078)           --
Compucare ..................       (2,642)       (1,102)         (286)
                                ---------     ---------     ---------
  Consolidated .............    $ (37,985)    $ (21,376)    $ (12,330)
                                =========     =========     =========
</TABLE>






       The unaudited pro forma results of operations of the Company, Synergy
HMC, HRM and Medicus for the year ended December 31, 1997 are as follows (in
thousands):

<TABLE>
<CAPTION>
                                             PRO FORMA
                                              COMBINED
                                              --------
<S>                                          <C>
Revenues ................................    $ 160,116
Net loss ................................    $ (23,782)
Basic and diluted net loss per share ....    $   (1.46)
</TABLE>



                                       65
<PAGE>   66

       The unaudited pro forma results of operations of the Company, Cabot Marsh
and Velox for the year ended December 31, 1998 are as follows (in thousands):

<TABLE>
                                              PRO FORMA
                                              COMBINED
                                              --------
<S>                                          <C>
Revenues ................................    $ 212,374
Net loss ................................    $ (13,020)
Basic and diluted net loss per share ....    $   (0.56)
</TABLE>

       Pro forma results have not been presented for the MedData acquisition, as
MedData's results of operations were not significant in relation to the
company's consolidated results of operations.

       Results of operations for all acquired companies which have been
accounted for using purchase price accounting have been included for the periods
subsequent to the closing date of each transaction.

13.    DISCONTINUED OPERATIONS

       In March 1997, Pyramid spun-off a subsidiary to its stockholders by
distributing all of the subsidiary's capital stock in the form of a one-for-one
stock dividend. To reflect this distribution, the $3.7 million fair value of the
net assets of the subsidiary was charged against the Company's accumulated
deficit and has been reflected in the accompanying consolidated statement of
changes in stockholders' equity (deficit).

       In November 1996, Compucare, consummated the sale of Antrim Corporation
("Antrim"), a wholly-owned subsidiary of the Company. In December 1996, the
Company announced it was evaluating a plan to "spin-off" or sell the operations
of Health Systems Integration, Inc. ("HSII"), a wholly-owned subsidiary of the
Company. The Company completed transactions related to the sale of HSII's
intellectual property and the majority of its customer base in December 1997.

       The results of operations for the three year period ended December 31,
1999 presents HSII and Antrim as discontinued operations, and only the
healthcare provider focused operations of the Company are reflected as
continuing operations. The assets and liabilities relating to the discontinued
operations have been segregated on each of the aforementioned balance sheets.

       Condensed and summarized balance sheet and statement of operations data
for the discontinued operations of Antrim and HSII is summarized as follows:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     -----------------------
                                                      1998          1999
                                                      ----          ----
<S>                                               <C>           <C>
Assets:
    Current assets:
    Cash and cash equivalents .................    $       --    $       --
    Accounts receivable .......................            --            --
    Other current assets ......................       206,000       205,000
                                                   ----------    ----------
Total current assets ..........................       206,000       205,000

Property and equipment, net ...................            --            --
Other and intangible assets, net ..............            --            --
                                                   ----------    ----------
Total assets ..................................       206,000       205,000
                                                   ==========    ==========

Liabilities:
    Current liabilities .......................     7,363,000     3,590,000
    Non-current liabilities ...................     2,000,000     2,000,000
                                                   ----------    ----------
Total liabilities .............................     9,363,000     5,590,000
                                                   ----------    ----------
Net liabilities of discontinued operations ....    $9,157,000    $5,385,000
                                                   ==========    ==========
</TABLE>


<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                   -----------------------------
                                                       1997             1998
                                                       ----             ----
<S>                                                <C>              <C>
Revenues ......................................    $ 22,726,000     $  3,107,000
Costs and expenses ............................      24,548,000        5,106,000
                                                   ------------     ------------
Loss from discontinued operations before
     income taxes .............................      (1,822,000)      (1,999,000)
Provision for income taxes ....................              --               --
                                                   ------------     ------------
Loss from discontinued operations .............    $ (1,822,000)    $ (1,999,000)
                                                   ============     ============
</TABLE>

       No revenues or expenses from discontinued operations were recognized
during the year ended December 31, 1999.



                                       66
<PAGE>   67

14.    CONTINGENCIES

       In 1996 and 1997, Pyramid settled certain litigation related to copying
charges in various states. Pyramid is currently, and may be in the future, a
party to pricing-related litigation in other states. Pyramid has estimated its
exposure for such litigation, and has accrued such costs at December 31, 1998
and 1999, respectively.

       Compucare is involved in legal and administrative proceedings and claims
of various types. While any litigation contains an element of uncertainty,
management presently believes that the outcome of such proceedings or claims
which are pending or known to be threatened, or all of them combined, will not
have a material adverse effect on the Company.

       In 1999, the Company settled litigation relating to a legal action
against Compucare by the Sunquest Corporation in July 1998. Sunquest purchased
the stock of Antrim from Compucare in November, 1996. The action alleged that
Compucare breached certain representations and warranties, and misrepresented
and or failed to disclose certain material facts in the course of negotiating
the transaction. As of December 31, 1998 and 1999, the settlement was accrued
for in the net liabilities of discontinued operations in the accompanying
consolidated balance sheets.

       From time to time, the Company may be involved in litigation relating to
claims arising out of its operations in the normal course of business. As of
December 31, 1999, the Company was not a party to any legal proceedings which,
if decided adversely to the Company, would, individually or in the aggregate,
have a material adverse effect on the Company's business, financial condition or
results of operations.

15.    INCOME TAXES

       The Company has accounted for income taxes pursuant to Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS
No. 109") since its inception. SFAS No. 109 provides for an asset and liability
approach to accounting for income taxes under which deferred income taxes are
provided based upon enacted tax laws and rates applicable to the periods in
which taxes become payable. The Company incurred net operating losses in each
year through December 31, 1997.

       The components of the net deferred tax asset are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                     ----------------------------------
                                                                       1997         1998         1999
                                                                       ----         ----         ----
<S>                                                                  <C>          <C>          <C>
Deferred tax assets:
    Research and development credits ............................    $    818     $  1,182     $  1,182
    Net operating loss carryforwards ............................       6,326       11,639       15,740
    Accruals and reserves .......................................       7,222        6,736        5,361
    Writeoff of acquired research and development in process ....       2,452        2,207        1,976
                                                                     --------     --------     --------
                                                                       16,818       21,764       24,259
                                                                     --------     --------     --------
Deferred tax liabilities:
    Depreciation ................................................         554          553        1,142
    Intangible assets ...........................................         798          849          452
                                                                     --------     --------     --------
                                                                        1,352        1,402        1,594
                                                                     --------     --------     --------
Net deferred tax asset before allowance .........................      15,466       20,362       22,665
Valuation allowance .............................................     (15,466)     (20,362)     (22,665)
                                                                     --------     --------     --------

    Net deferred tax asset ......................................    $     --     $     --     $     --
                                                                     ========     ========     ========
</TABLE>



                                       67
<PAGE>   68

       The significant components of the provision for income taxes are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                      1997         1998         1999
                                                      ----         ----         ----
<S>                                                 <C>          <C>          <C>
Current:
     Federal ...................................    $    970     $  3,674     $    800
     State .....................................         166          629          717
                                                    --------     --------     --------
     Total current .............................       1,136        4,303        1,517
Deferred:
      Federal ..................................     (10,688)      (4,162)      (1,958)
      State ....................................      (1,886)        (734)        (345)
                                                    --------     --------     --------
      Total deferred ...........................     (12,574)      (4,896)      (2,303)
      Change in valuation allowance, net of
      the effect of acquisitions ...............      12,574        4,896        2,303
                                                    --------     --------     --------
                                                    $  1,136     $  4,303     $  1,517
                                                    ========     ========     ========
</TABLE>

       Reconciliation of the provision for income taxes computed at the
statutory rate to the effective tax rate is as follows:

<TABLE>
<CAPTION>
                                       1997        1998        1999
                                       ----        ----        ----
<S>                                   <C>         <C>         <C>
Federal income tax rate ..........       (34)%       (34)%       (34)%
Change in valuation allowance ....        33          38          21
Acquisition costs ................         3          27          24
Other taxes and credits ..........         1           2           3
                                      ------      ------      ------
                                           3%         33%         14%
                                      ======      ======      ======
</TABLE>

       A valuation allowance has been recorded for the entire deferred tax asset
as a result of uncertainties regarding the realization of the asset including
the Company's history of losses.

       As of December 31, 1999, the Company had net operating loss carryforwards
for Federal and state income tax reporting purposes of approximately $41.5
million and $27.0 million, respectively. These carryforwards expire in various
periods from 2010 to 2018. In addition, the Company had general business credit
carryforwards for federal income tax purposes of approximately $1.6 million,
expiring through 2013. The Tax Reform Act of 1986 contains provisions which may
limit the net operating loss and research and development credit carryforwards
to be used in any given year upon the occurrence of certain events, including a
significant change in ownership interest.

16.    DISTRIBUTOR AGREEMENT

       In 1997, Pyramid entered into a distributor agreement with a software
company whereby the other company granted Pyramid a non-exclusive,
non-transferable right to reproduce, market and license certain of the other
company's software to Pyramid's customers. The initial term of the agreement is
two years. Under the terms of the agreement, Pyramid agreed to a minimum
purchase of software having a value of $2.5 million. Pyramid had not sold any
software to its customers as of December 31, 1997 and does not expect to meet
the $2.5 million minimum purchase commitment. The Company recorded a loss
contingency of $2.5 million in 1997.

17.    SEGMENT REPORTING

       The Company reported on three operating segments in 1999: the Business
Office Division (BO), Health Information Management Division (HIM) and the
Enterprise Division (ENT). The accounting policies of the segments are the same
as those described in the summary of significant accounting policies. The
Company evaluates performance based on profit or loss from operations before
income taxes not including nonrecurring gains and losses. The Company does not
track long-lived assets by segment and therefore related disclosures are not
relevant and are not presented.

       The Company's reportable segments are strategic business units that offer
different products and services. Each segment, with its own unique position in
the healthcare technology marketplace, yields individual technology and service
criteria. The Company's business lines in the Business Office Division target a
provider's chief financial officer as the primary buyer. The divisions'
solutions address the complex administrative and financial management demands
placed on healthcare organizations today, providing the technology and expertise
to increase cash flow and reduce administrative costs. The division is comprised
of the following product and service categories: decision support,
patient-focused solutions, electronic business office, managed care, executive
information systems and business office outsourcing.

       QuadraMed's Health Information Management Division's business lines
primarily target medical records directors, as well as chief financial officers
throughout the provider system. The division is comprised of the following
products and services: coding and abstracting, compliance, document imagining
and workflow, and HIM outsourcing and consulting.

       The Company's Enterprise Division, consists primarily of Compucare and
provides enterprise systems to providers and integrated delivery networks.



                                       68
<PAGE>   69

       Less than 5% of the Company's revenues were generated from Canada. The
Company developed its business divisions as a result of various acquisitions
during 1998. As such, financial performance was not reported to management in
this manner prior to 1998.

       For the year ended December 31, 1998, the following table reports
selected segment information required by SFAS No. 131:

<TABLE>
<CAPTION>
                                                BO           HIM           ENT          TOTAL
                                                --           ---           ---          -----
<S>                                         <C>           <C>           <C>           <C>
License revenues .......................    $  41,558     $  23,876     $  54,406     $ 119,840
Service revenues .......................       32,250        58,530            --        90,780
                                            ---------     ---------     ---------     ---------
Total revenues .........................       73,808        82,406        54,406       210,620
                                            =========     =========     =========     =========
Interest income ........................        5,797            70            --         5,867
Interest expense .......................       (3,374)       (1,586)       (1,294)       (6,254)
                                            ---------     ---------     ---------     ---------
Interest income (expense), net .........        2,423        (1,516)       (1,294)         (387)
                                            =========     =========     =========     =========
Depreciation & amortization expense ....        2,981         6,622           873        10,476
                                            =========     =========     =========     =========
Provision for income taxes .............        2,152         2,037           114         4,303
                                            =========     =========     =========     =========
Segment earnings (loss) ................       13,351       (20,333)      (14,394)      (21,376)
                                            =========     =========     =========     =========
Segment assets .........................    $ 179,164     $  56,000     $  29,569     $ 264,733
                                            =========     =========     =========     =========
</TABLE>

       For the year ended December 31, 1999, the following table reports
selected segment information required by SFAS No. 131:

<TABLE>
<CAPTION>
                                                BO           HIM           ENT          TOTAL
                                                --           ---           ---          -----
<S>                                         <C>           <C>           <C>           <C>
License revenues .......................    $  40,250     $  29,360     $  58,785     $ 128,395
Service revenues .......................       24,148        87,042            --       111,190
                                            ---------     ---------     ---------     ---------
Total revenues .........................       64,398       116,402        58,785       239,585
                                            =========     =========     =========     =========
Interest income ........................        1,294         2,287         1,246         4,827
Interest expense .......................       (1,942)       (3,543)       (2,186)       (7,671)
                                            ---------     ---------     ---------     ---------
Interest income (expense), net .........         (648)       (1,256)         (940)       (2,844)
                                            =========     =========     =========     =========
Depreciation & amortization expense ....        2,061         8,932         2,766        13,759
                                            =========     =========     =========     =========
Provision for income taxes .............          (22)        1,390           149         1,517
                                            =========     =========     =========     =========
Segment earnings (loss) ................        7,587        (8,303)      (11,614)      (12,330)
                                            =========     =========     =========     =========
Segment assets .........................    $  53,162     $ 117,064     $  49,103     $ 219,329
                                            =========     =========     =========     =========
</TABLE>



                                       69
<PAGE>   70
18. SUBSEQUENT EVENTS

       Security Interest in Cash and Marketable Investments

       The Company was required to meet specific financial covenants in
connection with an arrangement to guarantee a line of credit on behalf of
another company for up to $12.5 million. The Company was not in compliance with
certain covenants under this agreement as of December 31, 1999. These covenants
were waived in exchange for a perfected security interest in the Company's cash
and marketable securities of $12.5 million effective March 1, 2000.


19. UNAUDITED QUARTERLY RESULTS OF OPERATIONS/SUPPLEMENTARY FINANCIAL
    INFORMATION

       Subsequent to the Securities and Exchange Commission's letter to the
AICPA dated September 9, 1998, regarding its views on in-process research and
development, the Company re-evaluated its IPR&D charges on its 1998
acquisitions. The amounts allocated to IPR&D and intangible assets in the first
and second quarters of 1998 were based on accepted appraisal methodologies used
at the time of the allocations. Since that time, the SEC provided new guidance
with respect to the valuation of intangible assets in purchase business
combinations, including, IPR&D. In response to this new guidance, the Company
elected to retroactively adjust the amount of intangibles assigned to acquired
IPR&D related to these acquisitions. The Company reduced its estimate of the
amount allocated to IPR&D for these acquisitions by $18.2 million from the $32.7
million previously reported in the first, second, and third quarters of 1998 to
$14.5 million. Amortization of intangibles increased $952,000 for the nine
months ended September 30, 1998, related to the amended amounts for the IPR&D.

       Company management believes that the amended IPR&D charge of $14.5
million is valued consistently with the SEC staff's current views regarding
valuation methodologies. There can be no assurance, however, that the SEC will
not take issue with any of the assumptions used in the Company's allocations and
require the Company to further revise the amount allocated to IPR&D. The Company
amended its quarterly earnings on Form 10-Q for the first, second, and third
quarters of 1998 (see below). The following table depicts the adjustments made
to the values ascribed to IPR&D during the year ended December 31, 1998 (in
thousands):

<TABLE>
<CAPTION>
ACQUISITION                AS REPORTED   AS RESTATED
-----------                -----------   -----------
<S>                        <C>             <C>
Velox .................    $ 4,800         $ 1,500
Cabot Marsh ...........      6,200           4,200
Medicus (43.3%) .......     17,146           4,763
Other acquisitions ....      4,585           4,031
                           -------         -------
Total .................    $32,731         $14,494
                           =======         =======
</TABLE>


<TABLE>
<CAPTION>
                                              AS AMENDED                    AS AMENDED                            AS AMENDED
                              AS REPORTED    AND RESTATED    AS REPORTED   AND RESTATED      AS REPORTED         AND RESTATED
FOR THE QUARTERS ENDED:     MARCH 31, 1998  MARCH 31, 1998  JUNE 30, 1998  JUNE 30, 1998  SEPTEMBER 30, 1998  SEPTEMBER 30, 1998
-----------------------     --------------  --------------  -------------  -------------  ------------------  ------------------
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                         <C>             <C>             <C>            <C>            <C>                 <C>
Total Revenues ...........  $ 17,086        $ 43,254        $ 34,384       $ 49,647         $ 43,794            $ 56,947
Net Loss .................    (9,441)        (11,490)        (19,860)       (12,898)          (3,880)             (3,366)
Basic and Diluted Net
  Loss Per Share .........  $  (0.77)       $  (0.53)       $  (1.23)      $  (0.57)        $  (0.20)           $  (0.14)
</TABLE>


<TABLE>
<CAPTION>
                                                    AS AMENDED
                                  AS REPORTED      AND RESTATED
FOR THE QUARTERS ENDED:         MARCH 31, 1999    MARCH 31, 1999
-----------------------         --------------    --------------
               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                             <C>               <C>
Total Revenues ...........        $ 59,655         $ 60,072
Net Loss .................         (26,149)         (26,465)
Basic and Diluted Net
  Loss Per Share .........        $  (1.11)        $  (1.08)
</TABLE>



                                       70
<PAGE>   71

                                  EXHIBIT INDEX

       10.7   Lease dated November 19, 1998 for  facilities located at 22
              Pelican Way, San Rafael, California.

       21.    List of Subsidiaries.

       23.1   Consent of Arthur Andersen LLP, Independent Public Accountants.

       24.1   Power of Attorney (set forth in the signature page hereto).

       27.1   Financial Data Schedule for the Year Ended 12/31/1999.

       27.2   Financial Data Schedule for the Year Ended 12/31/1998.

       27.3   Financial Data Schedule for the Year Ended 12/31/1997.