SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
--------------------
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------
For the quarterly period Commission file number
ended June 30, 1996 0-19941
MedQuist Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-2531298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
Five Greentree Centre, Suite 311, Marlton, NJ 08053
(Address of principal executive offices) (Zip Code)
(609) 596-8877
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report.)
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 reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 5,999,387 shares of
common stock, no par value, as of August 8, 1996.
<PAGE>
MedQuist Inc.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1996 (Unaudited) and
December 31, 1995 1
Consolidated Statements of Earnings for the six months ended June 30, 1996 and
1995 (Unaudited) 2
Consolidated Statements of Earnings for the three months ended June 30, 1996 and
1995 (Unaudited) 3
Consolidated Statements of Cash Flows for the six months ended June 30, 1996 and
1995 (Unaudited) 4
Notes to Consolidated Financial Statements (Unaudited) 5
Management's Discussion and Analysis of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
</TABLE>
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
June 30, December 31,
1996 1995
(Unaudited)
----------- ------------
Assets
Current assets:
Cash and cash equivalents $11,273 $ 1,812
Accounts receivable, net of allowance
of $245 and $257 11,952 9,769
Prepaid expenses and other current assets 1,450 1,720
------- -------
Total current assets 24,675 13,301
Property and equipment - net 7,256 6,725
------- -------
Other long term assets 268 643
------- -------
Intangible assets - net 36,818 37,426
------- -------
$69,017 $58,095
======= =======
Liabilities and shareholders' equity
Current liabilities:
Current portion of long term debt $ 573 $ 2,246
Accounts payable 1,848 1,646
Accrued payroll 912 1,092
Accrued expenses 1,625 3,391
------- -------
Total current liabilities 4,958 8,375
------- -------
Long-term debt 588 15,956
------- -------
Subordinated payable to related parties 4,550 21,887
------- -------
Other long-term liabilities 678 848
------- -------
Deferred income taxes 609 609
------- -------
Shareholders' equity:
Class A preferred stock, no par value,
650 shares authorized, none issued -- --
Class B preferred stock, no par value,
400 shares authorized, none issued -- --
Common stock, no par value,
20,000 shares authorized,
6,830 and 2,446 issued and
outstanding 51,178 4,639
Retained earnings 6,456 5,781
------- -------
Total shareholders' equity 57,634 10,420
------- -------
$69,017 $58,095
======= =======
See Accompanying Notes to Consolidated Financial Statements.
1
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(Amounts in thousands, except per share data)
SIX MONTHS ENDED
JUNE 30,
1996 1995
-------- --------
Revenues $ 28,351 $ 21,232
Costs and expenses:
Cost of revenues 21,117 15,574
Selling, general and administrative 1,701 2,747
Depreciation 1,161 768
Amortization of intangible assets 544 219
-------- --------
Total operating expenses 24,523 19,308
-------- --------
Operating income 3,828 1,924
Interest expense 1,489 1,909
-------- --------
Income from continuing operations 2,339 15
before income taxes
Income tax provision 957 6
-------- --------
Income from continuing operations $ 1,382 $ 9
Discontinued operations, net of income taxes -- 922
-------- --------
Net income $ 1,382 $ 931
======== ========
Income Per Share:
Income from Continuing Operations $ 0.30 $ 0.07
Discontinued Operations -- 0.27
Inducement deduction (Note 6) (0.13) --
-------- --------
Net Income per share $ 0.17 $ 0.34
======== ========
Shares used in computing net earnings per
share (Note 3) 4,642 3,367
======== ========
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(Amounts in thousands, except per share data)
THREE MONTHS ENDED
JUNE 30,
1996 1995
-------- --------
Revenues $ 14,373 $ 10,806
Costs and expenses:
Cost of revenues 10,682 7,898
Selling, general and administrative 813 1,148
Depreciation 574 488
Amortization of intangible assets 266 110
-------- --------
Total operating expenses 12,335 9,644
-------- --------
Operating income 2,038 1,162
Interest expense 624 950
-------- --------
Income from continuing operations
before income taxes 1,414 212
Income tax provision 579 88
-------- --------
Income from continuing operations 835 $ 124
Discontinued operations, net of income taxes -- 481
-------- --------
Net income $ 835 $ 605
======== ========
Income Per Share:
Income from Continuing Operations $ 0.16 $ 0.07
Discontinued Operations -- 0.14
Inducement deduction (Note 6) (0.13) --
-------- --------
Net Income per share $ 0.03 $ 0.21
======== ========
Shares used in computing net earnings 5,238 3,387
per share (Note 3) ======== ========
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1996 1995
-------- --------
<S> <C> <C>
Operating activities:
Net earnings $ 1,382 $ 931
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,705 1,714
Amortization of debt discount 54 65
Deferred income taxes -- 26
Changes in assets and liabilities:
Accounts receivable, net (2,183) (759)
Prepaid expenses and other current assets 270 (187)
Other assets 375 (36)
Accounts payable 202 (458)
Accrued payroll (180) (337)
Accrued expenses (1,766) 773
Other long term liabilities (170) (102)
-------- --------
Net cash (used in) provided by operating activities (311) 1,630
-------- --------
Investing activities:
Purchases of equipment and leasehold improvements, net (1,502) (1,054)
Other assets (160) --
-------- --------
Net cash used in investing activities (1,662) (1,054)
-------- --------
Financing activities:
Net borrowings on revolving line of credit 342 922
Repayments of long-term debt (28,347) (2,215)
Repayments of obligations under capital leases (140) (127)
Net proceeds from issuance of common stock 39,579 163
Deferred financing costs -- (6)
-------- --------
Net cash used in financing activities 11,434 (1,263)
-------- --------
Net increase (decrease) in cash and cash equivalents 9,461 (687)
-------- --------
Cash and cash equivalents, beginning of period 1,812 807
-------- --------
Cash and cash equivalents, end of period $ 11,273 $ 120
======== ========
Supplemental disclosure of cash flow information:
Cash paid during period for:
Interest $ 570 $ 1,645
======== ========
Income taxes $ 1,050 $ 363
======== ========
New capital lease arrangements $ 190 $ 329
======== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
MedQuist Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three and Six Month Periods Ended June 30, 1996
(Unaudited - dollar amounts in thousands)
Note 1. Basis of Presentation
The information set forth in these statements is unaudited and may be
subject to normal year-end adjustments. The information reflects all
adjustments, consisting only of normal recurring adjustments, that, in the
opinion of management, are necessary to present a fair statement of operations
of MedQuist Inc. (the "Company"), and its consolidated subsidiaries for the
periods indicated. Results of operations for the interim period ended June 30,
1996 are not necessarily indicative of the results of operations for the full
year.
Certain information in footnote disclosures normally included in
financial statements have been condensed or omitted in accordance with the rules
and regulations of the Securities and Exchange Commission.
In addition, certain reclassifications have been made to the 1995
financial statements to conform with current year presentations.
Note 2. Acquisition
Effective May 1, 1994, the Company purchased substantially all of the
assets of Transcriptions, Ltd. and affiliates ("Transcriptions") as well as
assuming certain liabilities, as defined, for $16,930 in cash, including
acquisition costs of $322, plus the payment of Transcriptions interest bearing
debt of $5,816, plus a deferred purchase price based on future operating
results. Effective December 29, 1995, the Company fixed the deferred purchase
price by agreeing to pay the former owners of Transcriptions $18,375 in cash and
861 shares of Common Stock (valued at $4,550 for financial reporting purposes)
on August 31, 1996. The $18,375 of cash consideration has been discounted and
presented as a part of the $21,887 long-term subordinated payable at December
31, 1995. In addition, the shares to be issued have been presented as part of
the subordinated payable at December 31, 1995. Upon fixing the deferred purchase
price, the total purchase price for the Transcriptions acquisition was $44,633.
The acquisition has been accounted for using the purchase method with the
purchase price allocated to the fair value of the acquired assets and
liabilities.
On May 30, 1996, the Company paid $18,146 in full settlement of the
cash portion of the deferred purchase price. This payment was funded with a
portion of the net proceeds from the Company's 2.2 million share equity offering
(See Note 6).
In August 1995, the Company entered into a merger agreement with Brawn
Transcriptions, Inc. The agreement provided for net cash consideration of $7 and
23 shares of the Company's Common Stock valued at $185. In November 1995, the
Company entered into an agreement to purchase substantially all of the assets
and certain liabilities of Transcriptions, Ltd. of Michigan, a former
franchisee, for a $827, 9% Subordinated Promissory Note which was due in March
1996. The results of operations of these two acquisitions are included in the
accompanying consolidated statement of operations since the dates of the
acquisition. Pro forma information is not presented as these acquisitions are
not material to the Company.
5
<PAGE>
Note 3. Earnings Per Share
For the three and six month periods ended June 30, 1996, the Company
has performed the income per share computations under the Treasury Stock method,
as required under Accounting Principle Board Opinion No. 15.
For the three and six month periods ended June 30, 1995, the Company's
total outstanding common stock options and warrants exceeded 20% of the total
outstanding common stock. Therefore, the income per share computations are
modified for such periods, as required under Accounting Principles Board Opinion
No. 15, to assume all outstanding common stock options and warrants were
exercised and the related proceeds were used to repurchase up to 20% of the
total outstanding common stock. Any remaining proceeds are assumed to be used to
reduce borrowings, thereby reducing interest expense, net of tax. Because
interest expense has not been allocated to discontinued operations, the
reduction of interest expense only impacts income per share from continuing
operations.
Note 4. New Accounting Pronouncements
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
(SFAS No. 121). SFAS No. 121 establishes accounting standards for the impairment
of long-lived assets, certain identifiable intangibles and goodwill. The Company
is required to adopt SFAS No. 121 effective January 1, 1996. The adoption of
SFAS No. 121 did not have any effect on the Company's financial condition or
results of operations.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123). SFAS No. 123 establishes financial accounting and
reporting standards for stock-based employee compensation plans. This statement
also applies to transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees. The Company is required to adopt
SFAS No. 123 effective January 1, 1996. The Company has elected to adopt the
disclosure requirement of this statement.
Note 5. Subordinated Payable to Related Parties.
Effective December 29, 1995, the Company and the former owners of
Transcriptions, who include the Company's current Chief Executive Officer and
Chief Operating Officer, amended the Transcriptions purchase agreement to fix
the amount of the deferred purchase price (see Note 2). The amendment provides
for the Company to pay $18,375 in cash and issue 861 shares of Common Stock
(valued at $4,550 for financial reporting purposes) on August 31, 1996. The cash
portion of the deferred purchase price was discounted using an 8.75% rate and is
presented as part of the $21,887 long-term subordinated payable at December 31,
1995.
On May 30, 1996, the Company paid $18,146 in full settlement of the
cash portion of the deferred purchase price. This payment was funded with a
portion of the net proceeds from the Company's 2.2 million share equity offering
(See Note 6).
6
<PAGE>
Note 6. Common Stock
On May 24, 1996, the Securities and Exchange Commission declared
effective a registration statement relating to the sale of 2,200,000 shares of
Common Stock of the Company at a price of $17.00 per share. A portion of the net
proceeds from the offering have been used to pay in full the cash portion of the
deferred purchase price payable to related parties in connection with the
acquisition of Transcriptions, Ltd. and to repay in full borrowings outstanding
under the Company's senior credit facility with certain lenders (See Notes 2 and
5). The remaining net proceeds will be used by the Company for general corporate
purposes.
Simultaneous with the closing of this Offering, the Company issued 963
shares of Common Stock to a warrant holder. The warrant holder exercised its
warrants to Preferred Stock by canceling the $7,000 principal amount of a senior
subordinated note and simultaneously converted such Preferred Stock into Common
Stock. In addition, the Company issued 42,500 shares of Common Stock to induce
the warrant holder to exercise. As a result of this issuance, the Company has
recorded a $707,000 or $0.13 per share second quarter non-recurring deduction
from net earnings available to common shareholders.
On June 21, 1996, the underwriters exercised the over-allotment option
for the purchase of 307,160 additional shares of the Company's Common Stock at
the offering price of $17.00 per share. The Company's net proceeds for the
exercise of the over-allotment option of approximately $4.9 million will be
utilized for general corporate purposes.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The Company is a leading national provider of electronic transcription
and document management services to the healthcare industry. As a result of
acquisition and divestiture activity from 1992 through 1995, the Company's
operations have changed considerably and the financial statements included in
this Report relate only to its continuing transcription business.
Fees for transcription related services are based primarily on
contracted rates, and revenue is recognized upon the rendering of services and
delivery of reports. Cost of revenues consists of all direct costs associated
with providing transcription related services, including payroll,
telecommunications, software customization, repairs and maintenance, rent and
other direct costs. Selling, general and administrative expenses include costs
associated with the Company's senior executive management, marketing and sales,
finance, legal and other administrative functions.
Results of Operations
The following table sets forth for the periods indicated, certain financial data
in the Company's Unaudited Consolidated Statements of Operations as a percentage
of net revenues:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Continuing Operations:
Revenues .......................... 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of revenues .................. 74.3 73.1 74.5 73.4
Selling, general and administrative 5.7 10.6 6.0 12.9
Depreciation ...................... 4.0 4.5 4.1 3.6
Amortization of intangible assets . 1.9 1.0 1.9 1.0
Operating income .................... 14.2 10.8 13.5 9.1
Interest expense .................... 4.3 8.8 5.3 9.0
Income from continuing operations
before income taxes ............... 9.8 2.0 8.3 .1
Income tax provision ................ 4.0 0.8 3.4 --
Income from continuing operations ... 5.8 1.2 4.9 .1
</TABLE>
8
<PAGE>
Six Months Ended June 30, 1996 and 1995
Revenues. Revenues increased 34.0% to $28.4 million in the six months ended June
30, 1996 from $21.2 million in the comparable 1995 period. The $7.2 million
increase reflected approximately $5.3 million of additional revenues generated
from new and existing clients, and $1,876,000 of revenues from the Company's two
1995 medical transcription acquisitions.
Cost of Revenues. Cost of revenues increased from $15.6 million in the six
months ended June 30, 1995 to $21.1 million in the comparable 1996 period. As a
percentage of revenues, cost of revenues increased from 73.4% in the first six
months of 1995 to 74.5% for the comparable 1996 period. The percentage increase
in cost of revenues primarily resulted from increases in the Company's
telecommunications costs.
Selling, General and Administrative. Selling, general and administrative
expenses decreased to $1.7 million in the six months ended June 30, 1996 from
$2.7 million in the comparable 1995 period. As a percentage of revenues,
selling, general and administrative expenses decreased from 12.9% in the first
six months of 1995 to 6.0% in the comparable 1996 period. Included in the 1995
selling, general and administrative costs were non-recurring retirement and
severance costs associated with the departure of certain executive personnel.
Depreciation. Depreciation expense increased from $768,000 for the six months
ended June 30, 1995 to $1,161,000 for the comparable 1996 period. The increase
in depreciation expense resulted primarily from an increased level of capital
expenditures during 1995.
Amortization. Amortization of intangible assets was $544,000 for the six months
ended June 30, 1996 as compared to $219,000 for the comparable 1995 period. The
increase is directly attributable to the increase in intangible assets
associated with the fixing of the deferred purchase price for Transcriptions,
Ltd. which began to be amortized effective December 29, 1995.
Interest. Interest expense decreased from $1.9 million for the six months ended
June 30, 1995 to $1.5 million for the comparable 1996 period. The decrease was
due to the prepayment of approximately $16.7 million of the Chemical Facility
with the net proceeds from the sale of the receivables management business in
December 1995, partially offset by an increase of $640,000 related to the
non-cash interest associated with the fixing of the debt portion of the deferred
purchase price for Transcriptions, Ltd. in December 1995. In addition, on May
30, 1996 the Company's senior term loans, borrowings under the Revolving Credit
Facility and the cash portion of the deferred purchase price were paid in full
with a portion of the proceeds from the Company's 2,200,000 share equity
offering.
9
<PAGE>
Three Months Ended June 30, 1996 and 1995
Revenues. Revenues increased 33% to $14.4 million in the three months ended June
30, 1996 from $10.8 million in the comparable 1995 period. The $3.6 million
increase reflected approximately $2.6 million of additional revenues generated
from new and existing clients, and $976,000 of revenues from the Company's two
1995 medical transcription acquisitions.
Cost of Revenues. Cost of revenues increased from $7.9 million in the three
months ended June 30, 1995 to $10.7 million in the comparable 1996 period. As a
percentage of revenues, cost of revenues increased from 73.1% in the second
quarter of 1995 to 74.3% for the comparable 1996 period. The percentage increase
in cost of revenues primarily resulted from increases in the Company's
telecommunications costs.
Selling, General and Administrative. Selling, general and administrative
expenses decreased to $813,000 in the three months ended June 30, 1996 from $1.1
million in the comparable 1995 period. As a percentage of revenues, selling,
general and administrative expenses decreased from 10.6% in the second quarter
of 1995 to 5.7% in the comparable 1996 period. The decrease is a result of a
restructuring of the corporate offices as the Company began to focus on the
electronic transcription business.
Depreciation. Depreciation expense increased from $488,000 for the three months
ended June 30, 1995 to $574,000 for the comparable 1996 period. The increase in
depreciation expense resulted primarily from an increased level of capital
expenditures during 1995.
Amortization. Amortization of intangible assets was $266,000 for the three
months ended June 30, 1996 as compared to $110,000 for the comparable 1995
period. The increase is directly attributable to the intangible assets
associated with the fixing of the deferred purchase price for Transcriptions,
Ltd. which began to be amortized effective December 29, 1995.
Interest. Interest expense decreased from $950,000 for the three months ended
June 30, 1995 to $624,000 for the comparable 1996 period. The decrease was due
to the prepayment of approximately $16.7 million of the Chemical Facility with
the net proceeds from the sale of the receivables management business in
December 1995, partially offset by an increase of $251,000 related to the
non-cash interest associated with the fixing of the debt portion of the deferred
purchase price for Transcriptions, Ltd. in December 1995. In addition, on May
30, 1996 the Company's senior term loans, borrowings under the Revolving Credit
Facility and the cash portion of the deferred purchase price were paid in full
with a portion of the proceeds from the Company's 2,200,000 share equity
offering.
10
<PAGE>
Liquidity and Capital Resources
At June 30, 1996, the Company had working capital of $19.7 million,
including $11.3 million of cash and cash equivalents. During the six months
ended June 30, 1996, the Company's operating activities used cash of $311,000 as
compared to providing $1,630,000 during the prior year six month period. The
decrease in cash provided by operating activities was primarily related to an
increase in accounts receivable and a decrease in accrued expenses partially
offset by an increase net earnings.
During the six months ended June 30, 1996, the Company purchased
$1,692,000 of capital equipment. These expenditures were financed through cash
flow from operations, capital lease arrangements and the Chemical Facility.
The Company entered into the Chemical Facility when it acquired
Transcriptions, Ltd. in May 1994. The Chemical Facility was restructured in
December 1995 to provide for an aggregate of $9.5 million of Term Loans (which
the Company prepaid in full on May 30, 1996), and a $10.0 million Revolving
Credit Facility expiring December 31, 1998, which is subject to a borrowing base
limitation based on a percentage of eligible accounts receivable. The Revolving
Credit Facility is secured by substantially all of the assets of the Company.
The Revolving Credit Facility bears interest at resetting rates selected by the
Company from various alternatives and the Company's level of compliance with
certain financial covenants. The interest rate alternatives are either (i) 0.5%
to 1.5% in excess of the greater of (x) Chemicals' base lending rate, (y) the
federal funds rate plus 1.0% or (z) the bank's certificate of deposit rate, or
(ii) LIBOR plus 2.0% to 3.0%. The Company may not reborrow amounts under the
Term Loan.
The Revolving Credit Facility can be used for working capital and
general corporate purposes or, subject to a $7.5 million maximum, for future
acquisitions. Borrowings for acquisitions under the Revolving Credit Facility
("Acquisition Loans") are repayable in equal quarterly installments ending
December 31, 2001. Under the Chemical Facility, 50% of defined Excess Cash Flow
for each year commencing with 1996 is required to be used first to prepay
outstanding amounts under the Acquisition Loans, and thereafter to reduce
borrowings under the Revolving Credit Facility. To the extent any amounts under
the Revolving Credit Facility are repaid, the Company may reborrow such amounts.
The Chemical Facility includes certain financial and other covenants applicable
to the Company, including limitations on capital expenditures.
On May 30, 1996, the Term Loans and borrowings under the Revolving
Credit Facility were paid in full with a portion of the proceeds from the
Company's 2,200,000 share equity offering.
In connection with the fixing on December 29, 1995 of the deferred
purchase price for the acquisition of Transcriptions, Ltd., the Company agreed
to pay $24.5 million on August 31, 1996 in the form of 861,463 shares of Common
Stock and $18,375,000 in cash. Because payment of the deferred purchase price
was not due until August 31, 1996, the cash portion has been discounted and
presented as a subordinated payable at December 31, 1995.
On May 30, 1996, the Company paid $18,146,000 in full settlement of the
cash portion of the deferred purchase price. This payment was funded with a
portion of the net proceeds from the Company's 2,200,000 share equity offering.
See Notes 2 and 5 to Consolidated Financial Statements.
11
<PAGE>
On March 29, 1996, Heller entered into an agreement with the Company
pursuant to which, on the closing date of the Offering, Heller exercised the
Heller Warrants by applying the $7 million of outstanding principal amount under
the Heller Facility against the exercise price (canceling the note related
thereto having a carrying value of $6.5 million at March 31, 1996 due to
original issue discount), and converting the Class A and Class B Preferred Stock
received upon such exercise into 962,675 shares of Common Stock. Additionally,
in connection with such exercise and conversion, the Company has issued to
Heller an additional 42,500 shares of Common Stock. The cancellation of the
Heller subordinated note resulted in a reduction in the Company's interest
expense of $490,000 per year.
The Company believes that cash flow generated from the Company's
operations and its borrowing capacity under the Chemical Facility should be
sufficient to meet its current working capital and capital expenditure
requirements. Additional funds may be required in connection with future
acquisitions, if any.
Special Note Concerning Forward Looking Statements
This Report contains forward-looking statements which involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in any such forward-looking statements as a result of various risks,
including, without limitation, the dependence on a single line of business;
rapid technological change; inability to expand into new markets and make
acquisitions; inability to attract and retain key personnel and
transcriptionists; the effects of regulatory changes in the healthcare industry;
the potential for significant fluctuations in operating results; and the
potential volatility of the Company's common stock.
12
<PAGE>
Part II - Other Information
Item 1. - Legal Proceedings - Not Applicable
Item 2. - Changes in Securities - Not Applicable
Item 3. - Default upon Senior Securities - Not Applicable
Item 4. - Submission of Matters to a Vote of
Security Holders
On May 29, 1996, the Annual Meeting of Shareholders of the
Company was held. At that meeting, (a) the following persons
were elected as directors to serve until the expiration of the
terms indicated, (b) the shareholders approved certain
amendments to the Stock Option Plan for officers and key
employees, (c) the shareholders approved the adoption of the
Company's Employee Stock Purchase Plan and (d) the
shareholders approved a deferred compensation plan for the
Board of Directors:
(a)
<TABLE>
<CAPTION>
Expiration Votes
Director of Term Votes For Against Abstentions
- -------- ---------- --------- ------- -----------
<S> <C> <C> <C> <C>
David A. Cohen 1999 2,136,991 19,350 __
John H.
Underwood 1999 2,136,991 19,350 __
Terrence J.
Mulligan 1999 2,136,991 19,350 __
</TABLE>
The term of office as a director continued after the meeting for the
following persons (expiration of term in parenthesis): William T. Carson (1998);
Richard J. Censits (1998); James F. Conway (1998); James R. Emshoff (1997);
Frederick S. Fox, III (1997); A.Fred Ruttenberg (1997).
(b)
1,084,528 shares were voted for the proposal and
209,457 shares were voted against the proposal and
8,012 shares abstained from voting and
854,344 shares were not voted
13
<PAGE>
(c)
1,224,801 shares were voted for the proposal and
71,200 shares were voted against the proposal and
5,996 shares abstained from voting and
854,344 shares were not voted
(d)
1,232,685 shares were voted for the proposal and
61,704 shares were voted against the proposal and
7,608 shares abstained from voting and
854,344 shares were not voted
Item 5. - Other Information - Not Applicable
Item 6. - Exhibits and Reports on Form 8-K
a) Exhibits:
Computation of earnings per share 11.0
Financial Data Schedule 27.0
b) Reports on Form 8-K - Not Applicable
14
<PAGE>
SIGNATURE
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.
MedQuist Inc.
Registrant
Date: August 12, 1996
By: /s/ Robert F. Graham
------------------------
Robert F. Graham
Chief Financial Officer
15
Exhibit 11.0
MEDQUIST INC.
EARNINGS PER SHARE COMPUTATION
UNAUDITED SUPPLEMENTAL DATA
(IN THOUSANDS)
Six Months Ended Three Months Ended
June 30, 1996 June 30, 1996
---------------- ------------------
Weighted average shares outstanding.... 4,257 4,783
Common stock equivalents............... 777 777
Shares repurchased..................... (392) (322)
----- -----
Weighted average shares adjusted...... 4,642 5,238
===== =====
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 11,273
<SECURITIES> 0
<RECEIVABLES> 11,972
<ALLOWANCES> 245
<INVENTORY> 0
<CURRENT-ASSETS> 24,675
<PP&E> 10,760
<DEPRECIATION> 3,504
<TOTAL-ASSETS> 69,017
<CURRENT-LIABILITIES> 4,958
<BONDS> 0
0
0
<COMMON> 51,178
<OTHER-SE> 6,456
<TOTAL-LIABILITY-AND-EQUITY> 69,017
<SALES> 0
<TOTAL-REVENUES> 28,351
<CGS> 0
<TOTAL-COSTS> 21,117
<OTHER-EXPENSES> 3,406
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,489
<INCOME-PRETAX> 2,399
<INCOME-TAX> 957
<INCOME-CONTINUING> 1,382
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,382
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0.30
</TABLE>
