<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
TO
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File Number 0-18217
TRANSCEND SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0378756
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
3353 Peachtree Road, N.E., Suite 1000, Atlanta, Georgia 30326
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (404) 364-8000
Not applicable
(Former name, former address and former fiscal year, if
changed since last report)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1996: (List all such items, financial
statements, exhibits or other portions amended)
Part I - Financial Information
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
================================================================================
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
TRANSCEND SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
--------- ----------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $1,117,000 $ 1,640,000
Accounts receivable, net ................................. 3,165,000 3,146,000
Prepaid expenses, supplies and other...................... 309,000 790,000
---------- ----------
Total current assets................................. 4,591,000 5,576,000
NET ASSETS RELATED TO DISCONTINUED
OPERATIONS............................................... 2,414,000 2,467,000
SECURITIES FROM AMHEALTH...................................... 2,050,000 350,000
EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
net of accumulated depreciation
and amortization.......................................... 1,767,000 2,462,000
OTHER ASSETS.................................................. 408,000 170,000
GOODWILL AND OTHER INTANGIBLE ASSETS,
net of accumulated amortization........................... 5,363,000 4,957,000
---------- ----------
Total assets.............................................. $16,593,000 $15,982,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ........................ $ 208,000 $ 98,000
Accounts payable.......................................... 1,268,000 1,347,000
Accrued compensation and employee benefits................ 1,570,000 1,460,000
Other accrued liabilities................................. 808,000 948,000
Bank line of credit....................................... - 2,118,000
Note Payable.............................................. - 12,000
Deferred income taxes..................................... 133,000 103,000
---------- ----------
Total current liabilities............................ 3,987,000 6,086,000
----------
CONVERTIBLE DEBENTURES........................................ 2,000,000 2,000,000
LONG TERM DEBT................................................ 431,000 315,000
DEFERRED INCOME TAXES ........................................ 543,000 541,000
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 par value:
Authorized - 21,000,000 shares
No shares outstanding
Common Stock, $.01 par value:
Authorized - 31,000,000 shares
Issued and outstanding 18,113,000 shares at
December 31, 1995 and 19,368,000 shares
at September 30, 1996............................ 183,000 325,000
Additional paid-in capital................................ 16,642,000 20,080,000
Retained earnings (deficit)............................... (7,193,000) (13,365,000)
---------- ----------
Total shareholders' equity........................... 9,632,000 7,040,000
---------- ----------
Total liabilities and shareholders' equity........... $16,593,000 $15,982,000
=========== ===========
</TABLE>
1
<PAGE>
TRANSCEND SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES......................................................... $7,412,000 $8,701,000 $18,069,000 $27,969,000
DIRECT EXPENSES............................................... 6,023,000 7,880,000 15,421,000 24,324,000
--------- --------- ---------- ----------
GROSS PROFIT.............................................. 1,389,000 821,000 2,648,000 3,645,000
MARKETING AND SALES EXPENSE................................... 701,000 667,000 1,725,000 1,902,000
GENERAL AND ADMINISTRATIVE EXPENSES........................... 1,282,000 2,083,000 3,731,000 4,515,000
AMORTIZATION EXPENSE.......................................... 165,000 129,000 478,000 406,000
WRITE DOWN OF AMHEALTH SECURITIES............................. - 1,700,000 - 1,700,000
--------- --------- ---------- ----------
OPERATING LOSS............................................ (759,000) (3,758,000) (3,286,000) (4,878,000)
OTHER INCOME (EXPENSES):
Interest Expense.......................................... (33,000) (100,000) (43,000) (221,000)
Interest Income........................................... - 15,000 47,000 41,000
Other.............................................. - (200,000) - (200,000)
--------- --------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE)................................. (33,000) (285,000) 4,000 (380,000)
LOSS FROM CONTINUING OPERATIONS............................... (792,000) (4,043,000) (3,282,000) (5,258,000)
LOSS FROM DISCONTINUED OPERATIONS............................. (119,000) (393,000) (359,000) (793,000)
--------- --------- --------- ---------
NET LOSS...................................................... ($911,000) ($4,436,000) ($3,641,000) ($6,051,000)
========== ============ ============ ============
LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT...................................
Continuing Operations..................................... ($0.04) ($0.21) ($0.18) ($0.28)
Discontinued Operations................................... (0.01) (0.02) (0.02) ( 0.05)
-------- --------- ------ --------
NET LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT................................... ($0.05) ($0.23) ($0.20) ($0.33)
======= ======= ======== =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING .............................................. 18,078,000 18,990,000 17,973,000 18,510,000
========== ========== ========== ==========
</TABLE>
2
<PAGE>
TRANSCEND SERVICES, INC. AND AFFILIATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss................................................................... ($3,641,000) ($6,051,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization.............................................. 896,000 1,047,000
Write-down of AmHealh Securities........................................... - 1,700,000
Loss related to Discontinued Operations.................................... 359,000 793,000
Changes in assets and liabilities, net of acquisitions:
Accounts receivable.................................................... (1,367,000) 187,000
Prepaid expenses....................................................... (96,000) (477,000)
Deposits and other assets.............................................. (344,000) 242,000
Accounts payable....................................................... (915,000) 64,000
Accrued compensation and benefits...................................... 734,000 (149,000)
Accrued expenses....................................................... (121,000) 140,000
Deferred income taxes.................................................. (35,000) (30,000)
Other.................................................................. 91,000 -
----------- -----------
Total adjustments................................................. (798,000) (3,517,000)
----------- -----------
Net Cash used in continuing operations..................................... (4,439,000) (2,534,000)
----------- -----------
Net Cash used in discontinued operations................................... 89,000 (844,000)
----------- -----------
Net Cash provided by (used in)
operating activities................................................... (4,350,000) (3,378,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................................... (878,000) (1,110,000)
Disposal of property................................................... 60,000 -
Cash acquired from acquisitions........................................ 7,560,000 37,000
Distributions of retained earnings (by EMT owners prior to merger) - (121,000)
Acquisitions.......................................................... (2,349,000) -
Net Cash provided by (used in) investing activities....................... 4,393,000 (1,194,000)
NET CASH FROM FINANCING ACTIVITIES:
Borrowing from debt................................................... 648,000 2,129,000
Payments on debt...................................................... (2,067,000) (298,000)
Proceeds - Convertible Debentures .................................... 2,000,000 -
Proceeds - Common Stock and Warrants, net ........................... - 2,447,000
Proceeds - Stock Options, net......................................... 328,000 817,000
----------- -----------
Net Cash provided by (used in) financing activities....................... 909,000 5,095,000
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS...................................................... 952,000 523,000
CASH AND CASH EQUIVALENTS, at
beginning of period................................................... 150,000 1,117,000
----------- -----------
CASH AND CASH EQUIVALENTS, at end of period............................... $1,102,000 $1,640,000
========== ===========
</TABLE>
3
<PAGE>
TRANSCEND SERVICES, INC. AND AFFILIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND 1996
(1) The unaudited financial information furnished herein in the opinion of
management reflects all adjustments (which are of a normal recurring nature)
which are necessary to fairly state the Company's financial position, the
results of its operations and its cash flows. For further information refer to
the consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the year ended December 31, 1995. Footnote disclosure
which would substantially duplicate the disclosure contained in those documents
have been omitted.
(2) On January 10, 1995, the Company acquired a Georgia Corporation then known
as "Transcend Services, Inc." by the merger of Transcend Services into First
Western Health Corporation (the "Merger"). The Merger was treated for financial
accounting purposes as the acquisition of the Company by the former Transcend
Services and the historical financial statements of the former Transcend
Services have become the financial statements of the Company and include the
businesses of both companies after the effective date of the merger. On May 31,
1995, Transcend Services, Inc., a California corporation following its January
10, 1995 merger into TriCare, and Veritas Healthcare Management, a California
corporation owned by TriCare, merged into the TriCare corporation, whose name
was then changed to "Transcend Services, Inc."
(3) Net loss per common share for continuing operations and for discontinued
operations have been computed based on the weighted average number of the
Company's common shares outstanding plus common share equivalents. The common
stock equivalents related to stock options were not included in the computation
due to their anti-dilutive effect.
(4) On June 19, 1996, Transcend Services, Inc. acquired the stock of Greiner's
Medical Transcription, Inc. ("GMT"), a California corporation, under the pooling
of interests method of accounting. Historical financial statements have not been
restated to reflect the combined operations of Transcend and GMT as the impact
of the results was not material.
(5) On June 28, 1996, Transcend Services, Inc. acquired the stock of Express
Medical Transcription, Inc. ("EMT"), a Utah corporation, under the pooling of
interests method of accounting. Financial statements have been restated to
reflect the combined operations of Transcend and EMT.
(6) In August, 1996, the Company decided to write down $1.7 million of its
$2.05 million note from AmHealth, Inc. ("AmHealth") to which it sold
substantially all of the assets and liabilities of the Company's wholly-owned
subsidiary, Occu-Care, Inc. for a total purchase price of $4.0 million in
September, 1994. The Company took this action only after receiving notice on or
about July 23, 1996, that AmHealth's proposed transaction to sell substantially
all of its assets to CORE, Inc. for cash had fallen through and the Definitive
Agreement between CORE, Inc. and AmHealth, had been officially terminated. The
CORE transaction would have resulted in AmHealth receiving enough cash to pay
off all of the $2,050,000 owed to the Company as well as $5,287 in legal fees
incurred in connection with the Company's execution of a definitive settlement
agreement (signed June 17, 1996 between the Company and AmHealth) pursuant to
which AmHealth had agreed to immediately settle any and all outstanding claims
with the Company.
(7) The Company expensed approximately $220,000 in the third quarter of 1996
in connection with the termination of 15 employees. The liability remaining at
September 30, 1996 was approximately $75,000 the majority of which will be paid
in the fourth quarter of 1996.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements relating to financial results and plans for future business
development activities, and are thus prospective. Such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, economic conditions, competition and other
uncertainties detailed from time to time in the Company's Securities and
Exchange Commission filings.
Transcend Services, Inc. (the "Company" or "Transcend") is a healthcare services
company focused on the emerging field of healthcare information management
("HIM") services to hospitals and other associated healthcare providers. The
Company provides a range of HIM services, including: (i) contract management
("outsourcing") of the healthcare information or medical records function, as
well as the admissions function; (ii) transcription of physician dictated
medical notes; and (iii) consulting services relating to medical records and
reimbursement coding. As of September 30, 1996, the Company operated, on a
contract management basis, the medical records and certain other HIM functions
of 18 general acute care hospitals located in 11 states and the District of
Columbia. The Company also provides case management and disability management
services to insurance carriers, third party administrators and self-insured
employers.
The Company intends to expand the range of its contract management services to
include management of other functional areas of hospitals, such as management of
patient access (admissions), utilization review, quality assurance and, longer
term, the business office. The Company presently provides full contract
management outsourcing services in the admissions departments for three of the
18 hospitals it manages. The Company is seeking to provide this expanded range
of services to its current and future hospital customers. The Company also
provides, through outsourcing as well as other contracts, medical records
transcription services through computer and telephone links from centralized
facilities to approximately 130 hospital customers.
Approximately 3,000 hospitals in the United States have more than 100 beds and
constitute the Company's first tier of market opportunity. The Company currently
has contract management contracts covering the medical records departments of 18
hospitals ranging in bed size form 56 beds to 541 beds, with an average contract
size of approximately $1.2 million per annum. The initial terms of the Company's
current contracts range from two to five years and are generally terminable
without cause upon expiration of the initial term or for cause at any time
during the initial term thereof. The Company's existing contracts currently have
remaining terms ranging from approximately one to four years. Due to its limited
operating history in medical records management, the Company is unable at the
present time to assess or predict its contract renewal rate.
5
<PAGE>
The Company negotiates its contract management fees on a fixed installment basis
which represent, at contract inception, an immediate savings to the contracting
hospital as compared to its historical costs. In the early term of such
contracts, the Company's expenses in providing the contract services remain
relatively high (as a percentage of contract revenue received), as set-up and
training costs are incurred, new procedures are implemented and departmental
reorganizations are initiated. Completion of such steps should result in lower
operating expenses, which in turn should increase the profit margin on a
constant revenue stream over time; however, there can be no assurances that
operating expenses will sufficiently decrease over the life of such contracts to
achieve profitability.
The Company is considering an alternative volume-based pricing structure based
upon a hospital's activity levels such as weighted average number of annual
patient discharges, or a "per member per month" ("PMPM") capitated pricing
option similar to current pricing mechanisms used by managed healthcare groups.
The Company has signed one contract based on a volume oriented pricing structure
tied to weighted annual patient discharges. There is an opportunity to realize
higher margins on an activity-based pricing structure. The principal advantage
of a volume based pricing mechanism is that as a hospital's volume of business
increases, the Company's revenues will increase at a faster rate than operating
expenses. However, if a customer's business volume decreases, the Company's
revenues will also decrease at a faster rate than its operating expenses.
The Company is also considering pricing its contract management contracts, where
possible, to provide for more contingency sharing of either (i) the one-time
cash flow savings that the Company generates for its contract management
customers through a reduction in gross days receivables outstanding due to the
processing of bills being delayed in the medical records department and/or (ii)
increased revenues realized by hospital customers as a result of the Company's
favorable impact (through enhanced coder and physician training) on the
hospital's Case Mix Index (a measurement of the hospital's severity/acuity level
for DRG reimbursements under Medicare). Of its 18 contracts as of September 30,
1996, only one contract was priced under a contingency sharing arrangement, and
there can be no guarantee that the Company will be successful in pricing any of
its future contracts in this manner.
The Company is typically paid for its transcription services on a production
basis at rates determined on a per-line or per character transcribed basis.
Where transcription services are included as part of the services provided in
the Company's outsourcing contracts, however, the services are provided by the
Company as part of a set contract fee. The Company is paid for its consulting
and coding services on a negotiated fee for service basis. In addition, the
Company is paid for its healthcare case management services primarily on an
hourly basis.
Results of Operations
The Company's net loss for the quarter and nine months ended September 30, 1996
were $4,436,000 and $6,051,000, respectively, reflecting one-time, non-recurring
losses from continuing and discontinued operations of approximately $2,900,000.
The Company's losses are primarily attributable to the following: (i) a one-time
$1.7 million write-down of the AmHealth receivable due the Company for the sale
of its Occu-care clinics in December, 1994, which receivable the Company
determined to write-down following AmHealth's failed attempt to sell its clinics
to CORE, Inc. in July, 1996; (ii) approximately $1.0 million in one-time charges
incurred in connection with the Company's internal reorganization and
restructuring
6
<PAGE>
efforts in July and August of the third quarter ended September 30, 1996; and
(iii) approximately $200,000 of expenses incurred in connection with the
Company's attempt to raise additional capital through a public offering of
common stock in May, 1996.
The Company's revenues for the nine months ended September 30, 1996 were not
sufficient to support the selling, general and administrative cost structure
that had been built up in anticipation of the planned growth in its outsourcing,
transcription and case management business units. Therefore, the Company
initiated a reorganization of its business in July and August of 1996 that has
resulted in a more streamlined sales and implementation effort and has lowered
the Company's overall selling, general and administrative costs.
The Company will be required to increase its revenues from contract management
and other services and effectively manage its costs on an on-going basis to
achieve profitability. In addition, the Company's pricing mechanism on most of
its outsourcing contracts requires the Company to increase operating
efficiencies over the life of the contract in order to increase profit margins.
The Company will also be required to procure a critical mass of such contracts
and be able to renew such outsourcing contracts to the level needed to become
profitable.
Quarter Ended September 30, 1996 Compared to Quarter Ended September 30, 1995
Total revenues for the Company increased from $7,412,000 for the quarter ended
September 30, 1995 to $8,701,000 for the quarter ended September 30, 1996, an
increase of 17.4%. Contract management revenues were the largest single service
class revenue source for the Company in each of these three month periods,
representing 50.5% of total revenues in the 1995 quarter and 52.8% in the 1996
quarter. Contract management revenues increased from $3,745,000 in the quarter
ended September 30, 1995 to $4,606,000 in the quarter ended September 30, 1996,
an increase of 23.0%. Medical transcription revenues were the second largest
source of revenues for the Company for the quarters ended September 30, 1995 and
1996, representing 29.4% of total revenues in the 1995 quarter and 35.1% in the
1996 quarter. Medical transcription revenues grew from $2,182,000 in the quarter
ended September 30, 1995 to $3,057,000 in the quarter ended September 30, 1996,
an increase of 40.1%. Consulting and coding revenues represented 3.4% of the
Company's total revenues for the quarter ended September 30, 1995 and 3.2% of
the Company's total revenues for the quarter ended September 30, 1996.
Consulting and coding revenues increased 10.7% from $253,000 in the quarter
ended September 30, 1995 to $280,000 in the quarter ended September 30, 1996.
Case management revenues represented 16.6% of the Company's total revenues in
the quarter ended September 30, 1995 as compared to 8.7% in the quarter ended
September 30, 1996. Case management revenues declined from $1,232,000 in the
quarter ended September 30, 1995 to $757,000 in the quarter ended September 30,
1996, a decrease of 38.5%.
The increase in total revenues for the quarter ending September 30, 1996, as
compared to the quarter ended September 30, 1995, is primarily attributable to
(i) contract management outsourcing revenues of approximately $814,000 related
to six (6) contract management contracts signed in the fourth quarter of 1995
and year-to-date 1996 and (ii) increased medical transcription revenues
resulting from strong internal growth in existing locations and the acquisition
of two transcription businesses in June of 1996. These increases were partially
offset by the decrease in case management revenues in the Company's wholly-owned
subsidiary, Sullivan Health Management, which has sustained the loss of several
key accounts over the 1996 fiscal year. In September, 1996, the Company hired an
experienced sales and operations manager to serve as President of Sullivan and
lead a re-building effort now underway to increase sales and improve
7
<PAGE>
the operations of Sullivan. Sullivan experienced a net loss from continuing
operations for the quarter ended September 30, 1996.
Gross profit decreased 40.9% to $821,000 for the quarter ended September 30,
1996 from $1,389,000 in the second quarter of the prior year. Gross profit as a
percentage of revenues decreased to 9.4% for the quarter ended September 30,
1996 from 16.6% in the same prior year period. This decline was primarily
attributable to the contract management outsourcing division which experienced a
decline from a 19.8% gross margin in the third quarter of 1995 to a 10.2% gross
margin for the same period in 1996. This decrease was the result of i) increased
operating expenses incurred in several contract management accounts and ii)
increased costs associated with the termination of the Company's largest
contract management outsourcing customer to date (Pinnacle Health System). Also,
the medical transcription business experienced a decline in its gross margins as
a percentage of revenue in the third quarter from 21.3% in 1995 to 15.3% in
1996. The margin decline in transcription is a result of increased operating
costs in several of the Company's transcription sites, including the one-time
costs associated with opening a new branch location; the start-up costs incurred
with implementing several new outsourcing contracts in transcription and the
costs associated with the Company's recently acquired transcription companies in
Salt Lake City (EMT) and Los Angeles (GMT). The Company's overall gross margin
was further eroded in the 1995 to 1996 quarter comparison by the decrease in
case management's gross profit margin from 17.8% for the quarter ended September
30, 1995 to 7.5% for the quarter ended September 30, 1996. This decline in case
management (Sullivan) gross margin is the result of a higher case management
operating cost structure in place while revenues declined. Sullivan's cost
structure is being restructured to more closely match its current revenue
stream.
Marketing and sales expenses decreased 4.9% to $667,000 in the three months
ended September 30, 1996 from $701,000 in the prior year period and decreased as
a percentage of revenues to 7.6% for the quarter ended September 30, 1996 from
9.5% for the quarter ended September 30, 1995. The decrease in sales and
marketing expenditures as a percentage of revenues is attributable to (i) the
Company's investment in a national sales force and marketing program in 1995
which has led to an increase in total sales during fiscal 1996 without a
meaningful increase in marketing and sales expenditures in fiscal year 1996; as
revenues increase, marketing and sales expenses, as a percentage of revenues,
should continue to decline, and (ii) a higher level of sales commissions were
paid out in the quarter ended September 30, 1995 compared to the September 30,
1996 quarter as six new contracts were signed in the third quarter of 1995.
General and administrative expenses of $2,083,000 for the three months ended
September 30, 1996 represented an increase of 62.5% over the $1,282,000 expended
in the same prior year period. The increase in general and administrative
expenses from 17.3% to 23.9% of revenues (in the quarter-to-quarter comparison)
is primarily a result of (i) certain charges related to the Company's
re-organization (i.e., one-time severance payments); (ii) an increase in the
Company's health insurance costs in 1996 versus the same quarter comparison in
1995; and (iii) other general cost increases. The Company believes that the
reorganization of its sales, operating and administrative functions undertaken
in the third quarter of 1996 should result in a significant reduction of
selling, general and administrative ("S,G&A") expenses in the new year and into
1997. Specifically, S,G&A expenses (inclusive of its Sullivan subsidiary's S,G&A
costs) included one-time costs of approximately $630,000, of which approximately
35% were severance costs for employees whose job positions were eliminated.
Reduced employee expenses will be realized as a result of these actions. The
remaining non-recurring costs included: (i) moving expenses incurred in
Sullivan's corporate office relocation; (ii) costs incurred in connection with
the EMT and GMT acquisitions; (iii) consulting fees incurred in connection with
the Company's Information Service Center concept; and (iv) costs, including
legal, incurred in connection with the settlement of a lease/buy-out
transaction. The impact of the reorganization will be realized immediately
in the fourth quarter of 1996 and every quarter thereafter on a comparative
basis as the cost reductions inherent in this reorganization were more or less
permanent. The Company also
8
<PAGE>
recognized in the most recent quarter ended September 30, 1996, through its
reorganization, approximately $400,000 of one-time non-recurring costs in its
direct operating costs that negatively impacted gross margins for the contract
management, transcription and Sullivan operations. These costs primarily related
to the loss and transition from one contract management account and the setting
up of a new large (outsourced) transcription customer. These costs, on a
comparative quarter- to-quarter basis, will not be repeated going forward.
The Company's loss from continuing operations increased to $4,043,000 for the
quarter ended September 30, 1996 from $792,000 in the third quarter of the prior
year period. The loss from discontinued operations increased to $393,000 for the
quarter ended September 30, 1996 from $119,000 in the third quarter of 1995 as a
result of additional legal fees incurred in connection with the Company's civil
lawsuit against certain insurance companies in the state of California.
Other expenses increased to $285,000 for the quarter ended September 30, 1996 as
compared to other expense of $33,000 for the quarter ended September 30, 1995,
primarily due to the impact of interest expense incurred in connection with (i)
the August 15, 1995 private placement of 8% Subordinated Convertible Debentures
and (ii) the Company's borrowings against its working capital line of credit
totaling $2,118,000 as of September 30, 1996. Also, the Company has expensed
$200,000 in the third quarter of 1996 to cover all of its legal, accounting and
printing costs incurred in connection with its May/June filing with the SEC to
raise additional capital through a secondary offering of common stock. Due to
adverse marketing conditions, the Company withdrew its offering in July in 1996,
prior to marketing.
Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30,
1995
Total revenues for the Company increased from $18,069,000 for the nine months
ended September 1995 to $27,969,000 for the nine months ended September 30,
1996, an increase of 54.8%. Contract management revenues were the largest single
service class revenue source for the Company in each of these nine month periods
representing 51.5% of total revenues in the 1995 period and 56.8% in the 1996
period. Contract management revenues increased from $9,303,000 in the nine
months ended September 30, 1995 to $15,889,000 in the nine months ended
September 30, 1996, an increase of 70.8%. Medical transcription revenues were
the second largest source of revenues for the Company for the nine months ended
September 30, 1995 and 1996, representing 29.8% of total revenues in the nine
month period ended September 30, 1995 and 28.0% in the nine month period ended
September 30, 1996. Medical transcription revenues grew from $5,383,000 in the
nine months ended September 30, 1995 to $7,824,000 in the nine months ended
September 30, 1996, an increase of 45.3%. Consulting and coding revenues
represented 3.1% of the Company's total revenues for the nine months ended
September 30, 1995 and 2.5% of the Company's total revenues for the nine months
ended September 30, 1996. Consulting and coding revenues increased 28.8% from
$554,000 in the nine months ended September 30, 1995 to $712,000 in the nine
months ended September 30, 1996. Case management revenues represented 15.7% of
the Company's total revenues in the nine months ended September 30, 1995 as
compared to 10.2% in the nine months ended September 30, 1996. Case management
revenues grew from $2,829,000 in the nine months ended September 30, 1995 to
$2,865,000 in the nine months ended September 30, 1996, an increase of 1.3%.
The increase in total revenues for the nine months ended September 30, 1996, is
primarily attributable to (i) contract management outsourcing revenues of
approximately $2,163,000 related to six contract management contracts signed in
the fourth quarter 1995 and year-to-date 1996 and (ii) increased medical
9
<PAGE>
transcription revenues, primarily resulting from strong internal growth in
existing locations and the acquisition of two transcription businesses in June
of 1996.
Gross profit increased 37.7% to $3,645,000 for the nine months ended September
30, 1996 from $2,648,000 in the first nine months of the prior year. Gross
profit as a percentage of revenues decreased to 13.0% for the nine months ended
September 30, 1996 from 14.7 % in the same prior year period. This decrease was
primarily attributable to the contract management outsourcing division, which
experienced a decline from 15.9% in the nine months ended September 30, 1995 to
14.4% for the same period in 1996. Gross profit as a percentage of revenues
decreased in the contract management division as a result of (i) increased
operating expenses incurred in several contract management accounts during the
third quarter of 1996 and (ii) increased costs associated with the termination
of the Company largest contract management outsourcing customer to date
(Pinnacle Health System). In addition, the medical transcription business
experienced a decrease in its gross margins as a percentage of revenue in the
nine months ended September 30, 1996 from 16.8% in 1995 to 14.7% in 1996. The
margin decrease in transcription is a result of increased operating costs in
several of the Company's transcription sites, including the one-time costs
associated with opening a new branch location; the start-up costs incurred with
implementing several new outsourcing contracts in transcription and the costs
associated with the Company's recently acquired transcription companies in Salt
Lake City (EMT) and Los Angeles (GMT).
Marketing and sales expenses increased 10.3% to $1,902,000 in the nine months
ended September 30, 1996 from $1,725,000 in the prior year period and decreased
as a percentage of revenues to 6.8% for the nine months ended September 30, 1996
from 9.5% for the nine months ended September 30, 1995. The decrease in sales
and marketing expenditures as a percentage of revenues is attributable to the
Company's investment in a national sales force and marketing program in 1995
which has led to a significant increase in sales without a meaningful increase
in marketing and sales expenditures in the 1996 fiscal year. The Company
believes that as revenues increase, marketing and sales expense, as a percentage
of revenues, should decline.
General and administrative expenses of $4,515,000 for the nine months ended
September 30, 1996 increased approximately 21.0% over the $3,731,000 expended in
the same prior year period; however, this represents a decrease as measured as a
percentage of revenues in comparing the 1995 and 1996 nine month periods. The
decline in general and administrative expenses from 20.0% to 16.1% of revenues
(in the September 30, 1995 to September 30, 1996 comparison) is a result of the
Company's leveraging its administrative cost structure over a higher revenue
base. The Company believes that the reorganization of its sales, operating and
administrative functions undertaken in the third quarter of 1996 should result
in a significant reduction of S,G&A expenses in the new year and into 1997.
Specifically, S,G&A expenses (inclusive of its Sullivan subsidiary's S,G&A
costs) included one-time costs of approximately $630,000, of which approximately
35% were severance costs for employees whose job positions were eliminated.
Reduced employee expenses will be realized as a result of these actions. The
remaining non-recurring costs included: (i) moving expenses incurred in
Sulllivan's corporate office relocation; (ii) costs incurred in connection with
the EMT and GMT acquisitions; (iii) consulting fees incurred in connection with
the Company's Information Service Center concept; and (iv) costs, including
legal, incurred in connection with the settlement of a lease/buy-out
transaction. The impact of the reorganization will be realized immediately in
the fourth quarter of 1996 and every quarter thereafter on a comparative basis
as the cost reductions inherent in this reorganization were more or less
permanent. The Company also recognized in the most recent quarter ended
September 30, 1996, through its reorganization, approximately $400,000 of one-
time non-recurring costs in its direct operating costs that negatively impacted
gross margins for the contract management, transcription and Sullivan
operations. These costs primarily related to the loss and transition from one
contract management account and the setting up of a new large (outsourced)
transcription customer. These costs, on a comparative quarter-to-quarter basis,
will not be repeated going forward.
10
<PAGE>
The Company's loss from continuing operations increased to $5,258,000 for the
nine months ended September 30, 1996 from $3,282,000 in the first nine months of
the prior year period. The loss from discontinued operations increased to
$793,000 for the nine months ended September 30, 1996 from $359,000 in the first
nine months of 1995 as a result of additional legal fees incurred in connection
with the Company's civil lawsuit against certain insurance companies in the
state of California.
Other expenses increased to $380,000 for the nine months ended September 30,
1996 as compared to other income of $4,000 for the nine months ended September
30, 1995, primarily due to the impact of interest expense incurred in connection
with (i) the August 15, 1995 private placement of 8% Subordinated Convertible
Debentures and (ii) the Company's borrowings against its working capital line of
credit totaling $2,118,000 as of September 30, 1996. Also, the Company has
expensed $200,000 in the third quarter of 1996 to cover all of its legal,
accounting and printing costs incurred in connection with its May/June filing
with the SEC to raise additional capital through a secondary offering of common
stock. Due to adverse marketing conditions, the Company withdrew its offering in
July, 1996 prior to marketing.
Discontinued Operations
At September 30, 1996, the net assets related to the discontinued operations of
the Company's healthcare subsidiaries, First Western Health Corporation ("First
Western") and Veritas Healthcare Management ("Veritas") were $2,467,000 in net
accounts receivable. The collection liabilities of First Western and Veritas
have been deducted in determining net accounts receivable. In October, 1995, the
Company sold approximately 38% of the gross accounts receivable to a third party
with which the Company has also contracted with to service and manage the
remaining accounts receivable balance for a set fee. The net accounts receivable
from the discontinued operations represent reimbursements that are owed the
Company by certain insurance companies from applicant/legal evaluation services
provided by FWHC Medical Group, Inc. and Veritas Medical Group, Inc., two
managed medical groups associated with the Company's former subsidiaries, First
Western and Veritas. The applicant/legal evaluation services were provided to
injured California workers who, under Section 4620 of the California Labor Code
(the "California Code"), are entitled to "medical-legal" testimony from a
physician of his or her choosing in order to provide medical evidence that he or
she is entitled to benefits under California's workers' compensation system.
Under section 4621 of the California Code, employers are responsible for paying
the employees' costs of such medical-legal expenses that are reasonably,
actually and necessarily incurred and payment for such costs must be made or
objected to within 60 days of receipt of the billing from the provider.
Notwithstanding the requirement for prompt payment and objection, many insurance
companies fail to pay promptly.
In the event of non-payment, a lien is filed with the California Workers'
Compensation Appeals Board ("WCAB"), after which the medical-legal provider is
known as a "lien claimant." In connection with the accounts receivable owed the
Company, liens have been filed with the WCAB for all $6,064,000 of the gross
accounts receivable outstanding as of September 30, 1996. While lien claimants
are supposed to be paid immediately, they are not entitled to a determination as
to the collectibility on the lien by an administrative court hearing until there
has been a hearing on the employee's underlying case. Accordingly, if an insurer
fails to pay a medical-legal provider's bill as required and continues to
dispute payment after the filing of a lien, the provider may have to wait years
until the injured worker's health status reaches the point that entitlement to
benefits may be determined. In addition, even if the case in chief has been
determined, backlogs in the system often create delays of several years before
an order for payment can be obtained. The situation is analogous to the several
years or longer that it often takes in the civil court system
11
<PAGE>
to obtain judgement after filing an action. Although it may take a number of
years, the Company does not believe that there is any dispute as to the
Company's ability to attempt collection on the liens and expects to collect the
accounts receivable from discontinued operations over the next several years
under the provisions of the sale and service agreement that the Company has
entered into with the third party for servicing and managing the remaining
accounts receivable balance. During the nine months ended September 30, 1996,
the Company collected approximately $330,000 on the receivables and wrote off
approximately $276,037, exclusive of the receivables sold to the third party. As
a further delay to the Company obtaining an order of payment, four insurers that
are defendants in the Lawsuit have obtained stays of the proceedings before the
WCAB, pending resolution of the Lawsuit. Such stays relate to the collection of
$5,516,000 of the total gross receivables. Although over 91% of the accounts
receivable are subject to the stays of proceeds, the Company believes that it
will be able to collect such accounts as the stays of proceedings only impact
the timing of the Company's collection, not the insurance companies' legal
obligation to pay for the services rendered. In estimating net accounts
receivable, the Company believes that it has made adequate provisions as to the
estimated amount of gross receivables that the Company can expect to collect
upon resolution by the California WCAB of the collectibility of the disputed
receivables. The Company will continue to re-evaluate the net realizability of
the net assets related to discontinued operations on an ongoing basis. Any such
re-evaluation could result in an adjustment that may potentially be material to
the carrying value of the asset.
In September 1994, the Company sold substantially all the assets and liabilities
of its wholly-owned subsidiary, Occu-Care, which operated industrial medical
clinics, to AmHealth, Inc. ("AmHealth") for a price of $4,000,000. The purchase
price included $1,500,000 in cash paid at closing and the issuance of two
promissory notes bearing interest at 8% per annum. AmHealth defaulted on the
first interest payments on the two notes. In conjunction with the Merger on
January 10, 1995, the Company recorded these notes as one note due for
$2,050,000, which was the Company's estimate of fair market value (using a
discounted cash flow approach). AmHealth defaulted on a December 1, 1995
mandatory redemption of a portion this obligation.
On May 10, 1996, AmHealth executed a definitive agreement with CORE, Inc., a
public company, pursuant to which CORE would purchase for cash substantially all
the assets of AmHealth in a transaction expected to close by July, 1996. In
anticipation of the consummation of the foregoing transaction, on September 17,
1996, the Company executed a definitive settlement agreement pursuant to which
AmHealth has agreed to pay the Company the sum of $2,050,000 (the carrying value
of the asset) and $5,287 in attorney's fees in full satisfaction of AmHealth's
obligation to the Company arising out of the sale of all of the assets and
liabilities of Occu-Care, Inc. Under the terms of the settlement agreement, the
Company agreed to extend the maturity of the note through July 31, 1996 and to
accept payment under the note simultaneously with the closing of the acquisition
of AmHealth by CORE. The Company dismissed its lawsuit against AmHealth, filed
on June 6, 1996 for breach of AmHealth's mandatory redemptive obligation on the
$2.5 million owed to the Company, without prejudice on June 26, 1996.
On or about July 23, 1996, CORE announced that it had terminated its agreement
to purchase, for cash, substantially all of the assets of AmHealth, citing
market conditions related to a public offering of stock by CORE. Since CORE's
decision to terminate the AmHealth Agreement, the Company has been investigating
several different means by which to ultimately collect its monies due, as an
unsecured creditor, from AmHealth. AmHealth officials report that AmHealth is
running cash flow positive, prior to debt service, and that it is currently
negotiating with some of its secured creditors, as well as other third parties
who may
12
<PAGE>
have an interest in acquiring certain of AmHealth's assets, to determine future
actions. While the Company will vigorously pursue all of the assets to which it
has a right (approximately $2.9 million inclusive of accrued interest), it has
decided to take a $1.7 million write down of the receivable from AmHealth to its
estimated fair value.
Liquidity and Capital Resources
For the nine months ended September 30, 1996, continuing operations produced
negative cash flows of $2,532,000, compared to negative cash flows of $4,439,000
for the nine months ended September 30, 1995. In 1996, cash has been used
primarily to (i) continue funding the Company's operating losses; (ii) make
capital expenditures, primarily in the Company's transcription division; and
(iii) continue to fund the Company's civil litigation action against certain
insurance carriers. In 1995, cash was also used to finance the Company's two
acquisitions, made in January and April of 1995.
Discontinued operations provided cash of $89,000 for the nine months ended
September 30, 1995 and required cash of $844,000 in the first nine months of
1996. The primary reason for this use of cash, in the first nine months of 1996,
is due to the increase in payments of legal expenses related to the lawsuit the
Company has filed against certain insurance companies. The net accounts
receivable from the discontinued operations represent reimbursements that are
owed the Company by certain insurance companies for applicant medical/legal
evaluation services provided by FWHC Medical Group, Inc. and Veritas Medical
Group, Inc., two managed medical groups associated with the Company's former
subsidiaries, First Western and Veritas . The Company expects to collect the
accounts receivable from discontinued operations over the next several years
under the provisions of the sale and service agreement that the Company has
entered into with a third party for servicing and managing the remaining
accounts receivable balance. See "Discontinued Operations."
The Company's working capital position decreased during the nine months ended
September 30, 1996 from $604,000 at December 31, 1995 to a deficit of $510,000
at September 30, 1996. This decrease in the Company's working capital arises
from a combination of several factors including the financing from current cash
sources of capital expenditures for equipment of $1,110,000 during the first
nine months of 1996 and the continued funding of losses from the Company's
operations. The Company has established two credit facilities, described below,
to help fund its operations. Although the Company has experienced negative cash
flow, the Company's accounts receivable turn faster than related payables,
allowing the Company to operate and grow its business while helping to minimize
the need for working capital to support the 100% annual growth rates the Company
has experienced over the past several years. Under the terms of its contract
management fixed-fee pricing schedules, the Company receives the annual fee in
advance monthly payments (due on the first day of the month), prior to actually
incurring any of the month's fixed and/or variable operating expenses. This
results in accounts receivable for contract management turning in approximately
seven days. The Company also receives an up-front implementation fee prior to
incurring any costs associated with actual start-up of a contract management
site.
The Company's investing activities provided cash of $4,393,000 in the first nine
months of 1995 compared to a use of cash of $1,194,000 in the first nine months
of 1996. The Company's principal uses of cash for investment purposes were for
capital expenditures and acquisitions. The Company does not currently have any
material commitments for capital expenditures.
13
<PAGE>
On August 15, 1995, the Company raised $2 million in cash through the private
placement of 8% Subordinated Convertible Debentures. The Debentures are
unsecured and are subordinated to all other debt of the Company. The interest
rate on the Debentures is 8%, payable semi-annually, and the principal amount is
due in full on August 15, 2000. The Debentures are convertible into Common Stock
by the holder at any time prior to August 15, 2000 at a rate of 286 shares of
Common Stock for each $1,000 in principal and are convertible by the Company at
any time when the Common Stock trades at $10.50 per share for 30 consecutive
trading days. The Company may redeem the Debentures at any time upon a minimum
of a 30 day but no more than 60 day notice to the holder of the Debenture.
For the nine months ended September 30, 1996, financing activities provided
$5,095,000, primarily from (i) the proceeds received on the exercise of
incentive stock options in the amount of $817,000; (ii) the utilization of
credit facilities (as described below) in the amount of $2,129,000; and (iii)
proceeds of $2,447,000 received in connection with the sale of common stock and
warrants.
On April 30, 1996, the Company established two separate credit-facilities with
Silicon Valley East (Wellesley, Massachusetts) a division of Silicon Valley
Bank, a California-chartered bank (Santa Clara, California). The aggregate
credit available (under both facilities) is $5.75 million. The banking
facilities are secured by all of the Company's assets. One of the facilities is
a $5.0 million working capital credit line under which the Company may borrow a
certain percentage of its accounts receivable balance, subject to an initial cap
of $3.0 million that was to be removed if the Company realized net income of at
least $50,000 in the quarter ended September 30, 1996. Because the Company
recognized a loss in the third quarter, this facility remains capped at $3.0
million. The second facility is a $750,000 term facility set up to help the
Company meet any of its capital investment requirements in the near term which
include the purchase of computers and transcription related equipment. This term
note is subject to an initial cap of $250,000, with the cap being removed during
such periods that the Company maintains a minimum debt service ratio of 1.5 to
1.0, where debt service is defined as earnings before interest and taxes plus
depreciation and amortization, divided by total interest plus current portion of
long-term debt. As of September 30, 1996 the Company was not maintaining the
required debt service ratio, therefore, the cap of $250,000 remains in place on
this term facility. As of September 30, 1996 total borrowings under both
facilities totaled $2,118,000. The stated interest rate on the working capital
facility is prime plus 0.5% and the stated interest rate on the term loan is
prime plus 1.0%. Both of these facilities will mature on April 30, 1997. Due to
the Company's third quarter financial losses, the Company's borrowing capacity
is currently capped at the $2,118,000 level of debt; the Company is currently
re-negotiating all of its major financial covenants and borrowing capabilities
with Silicon Valley East as a result of its third quarter loss and one-time,
non-recurring balance sheet adjustments.
On September 5, 1996, the Company raised $2.4 million in a private placement of
common stock and warrants to purchase common stock. A total of 522,000 shares of
common stock were sold at a price of $4.44 per share and a total of 522,000
warrants were sold at a price of $0.25 per warrant to 20 investors. The $4.44
price represents the ten day average of the closing price of the Company's
common stock prior to the board meeting approving the private placement. The
securities issued in the private placement were issued in reliance on certain
exemptions from registration under federal and state securities laws. The
warrants have a five-year term and are exercisable at a price of $4.44 per
share, are redeemable by the Company at any time with thirty days notice (during
which time the holder may exercise the warrants) at an exercise price of $4.44
and are non-transferrable. The shares of common stock underlying the warrants
and the common stock issued in the private placement carry piggy-back
registration rights, subject to certain
14
<PAGE>
limitations, in the event the Company proposes to register the sale of any of
its securities for its own account or for the account of its shareholders.
The Company anticipates that cash on hand, together with internally generated
funds and cash collected from discontinued operations, should be sufficient to
finance continuing operations, make capital investments in the normal and
ordinary course of its business, and fund its civil litigation action against
certain insurance carriers over the near term. The Company will continue to
pursue various alternatives to allow for the effective use of cash (i.e.,
leasing for capital asset funding). This should help the Company to (i) continue
its rapid growth, (ii) achieve operating profitability and positive cash flow
from operations during the fourth quarter of 1996, and (iii) continue to fund
its civil litigation against certain insurance carriers.
Impact of Inflation
Inflation has not had a material effect on the Company to date. However, the
effects of inflation on future operating results will depend in part, on the
Company's ability to increase prices and/or lower expenses in amounts offsetting
inflationary cost increases.
15
<PAGE>
PART II - OTHER INFORMATION
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report.
Exhibit No. Description
- ----------- -----------
11 Statement re Computation of Per Share Earnings
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended September
30, 1996.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 20, 1997 By:/S/ David W. Murphy
-------------------
David W. Murphy
Chief Financial Officer
(Principal financial and
accounting officer)
17
<PAGE>
<TABLE>
<CAPTION>
Thee Months Ended Nine Months Ended
September 30, September 30,
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
LOSS FROM CONTINUING OPERATIONS (792,000) (4,043,000) (3,282,000) (5,258,000)
LOSS FROM DISCONTINUED OPERATIONS (119,000) (393,000) (359,000) (793,000)
---------- ------------ ------------ ------------
NET LOSS ($911,000) ($4,436,000) ($3,641,000) ($6,051,000)
========== ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 18,078,000 18,990,000 17,973,000 18,510,000
========== ========== ========== ==========
LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT
Continuing Operations ($0.04) ($0.21) ($0.18) ($0.28)
Discontinued Operations (0.01) (0.02) (0.02) (0.05)
------ ------ ------ ------
NET LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT ($0.05) ($0.23) ($0.20) ($0.33)
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,640
<SECURITIES> 0
<RECEIVABLES> 3,203
<ALLOWANCES> (57)
<INVENTORY> 0
<CURRENT-ASSETS> 5,576
<PP&E> 4,255
<DEPRECIATION> (1,793)
<TOTAL-ASSETS> 15,982
<CURRENT-LIABILITIES> 6,086
<BONDS> 0
0
0
<COMMON> 325
<OTHER-SE> 6,715
<TOTAL-LIABILITY-AND-EQUITY> 18,265
<SALES> 0
<TOTAL-REVENUES> 27,969
<CGS> 24,324
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,523
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (180)
<INCOME-PRETAX> (5,258)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,258)
<DISCONTINUED> (793)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,051)
<EPS-PRIMARY> ($0.33)
<EPS-DILUTED> ($0.33)
</TABLE>
