SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period Commission file number
ended March 31, 1997 0-19941
MedQuist Inc.
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(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
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(Address of principal executive offices) (Zip Code)
(609) 596-8877
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(Registrant's telephone number, including area code)
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(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: 6,917,507 shares of
common stock, no par value, as of May 6, 1997.
<PAGE>
MedQuist Inc.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
PAGE NO.
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<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 1997 (Unaudited) and
December 31, 1996 1
Consolidated Statements of Income for the three months ended March 31, 1997 and
1996 (Unaudited) 2
Consolidated Statements of Cash Flows for the three months ended March 31, 1997 and
1996 (Unaudited) 3
Notes to Consolidated Financial Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
</TABLE>
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
------------- ------------
(in thousands) (in thousands)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $10,070 $ 8,878
Accounts receivable, net of allowance
of $317 and $318 15,226 14,239
Prepaid expenses and other current assets 540 360
------- -------
Total current assets 25,836 23,477
Property and equipment - net 8,250 8,105
Other assets 323 323
Intangible assets - net 42,160 42,436
------- -------
$76,569 $74,341
======= =======
Liabilities and shareholders' equity
Current liabilities:
Current portion of long term debt $ 340 $ 314
Accounts payable 1,002 1,034
Accrued payroll 2,440 1,913
Accrued expenses 2,387 1,861
------- -------
Total current liabilities 6,169 5,122
------- -------
Long-term debt 1,625 1,719
------- -------
Other liabilities 607 631
------- -------
Deferred income taxes 1,174 1,174
------- -------
Commitments and contingencies
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,
6,898 and 6,881 issued and
outstanding 56,101 56,437
Retained earnings 10,893 9,258
------- -------
Total shareholders' equity 66,994 65,695
------- -------
$76,569 $74,341
======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
1
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share data)
THREE MONTHS ENDED
MARCH 31,
-----------------------
1997 1996
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Revenues $18,621 $13,978
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Costs and expenses:
Cost of revenues 13,714 10,435
Selling, general and administrative 1,059 888
Depreciation 754 587
Amortization of intangible assets 350 278
------- -------
Total operating expenses 15,877 12,188
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Operating income 2,744 1,790
Interest expense 63 865
------- -------
Income before income taxes 2,681 925
Income tax provision 1,046 379
------- -------
Net income $ 1,635 $ 546
======= =======
$ 0.22 $ 0.14
======= =======
Net Income Per Share:
Shares used in computing net income
per share (Note 3) 7,421 4,363
======= =======
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
------------------------------
1997 1996
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(in thousands) (in thousands)
<S> <C> <C>
Operating activities:
Net income $ 1,635 $ 546
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,109 875
Amortization of debt discount -- 422
Changes in assets and liabilities:
Accounts receivable, net (987) (1,867)
Prepaid expenses and other current assets (179) 3
Other assets -- 393
Accounts payable (34) 474
Accrued payroll 578 (426)
Accrued expenses 556 (1,084)
Other liabilities (24) (157)
-------- --------
Net cash provided (used in) by operating activities 2,654 (821)
-------- --------
Investing activities:
Purchases of property and equipment, net (881) (817)
Other assets -- (24)
Acquisitions, net of cash acquired (56) --
-------- --------
Net cash used in investing activities (937) (841)
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Financing activities:
Net borrowings on revolving line of credit -- 2,308
Repayments of long-term debt -- (1,259)
Repayments of obligations under capital leases (78) (74)
Net proceeds from issuance of common stock 20 56
Repurchase of common stock (467) --
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Net cash provided by (used in) financing activities (525) 1,031
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Net increase (decrease) in cash and cash equivalents 1,192 (631)
Cash and cash equivalents, beginning of period 8,878 1,812
-------- --------
Cash and cash equivalents, end of period $ 10,070 $ 1,181
======== ========
Supplemental disclosure of cash flow information:
Cash paid during period for:
Interest $ 62 $ 409
======== ========
Income taxes $ 102 $ 800
======== ========
New capital lease arrangements $ -- $ 181
======== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
MedQuist Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three Month Period Ended March 31, 1997
(Unaudited - dollar amounts in thousands)
Note 1. Basis of Presentation
The information set forth in these statements is unaudited. 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
periods ended March 31, 1997 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.
Note 2. Acquisitions
Effective May 1, 1994, the Company purchased substantially all of the
assets of Transcriptions, Ltd. and affiliates ("Transcriptions") as well as
assumed 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, and in connection with the sale of the
receivables management division (see Note 5), the Company fixed the deferred
purchase price by agreeing to pay the former owners of Transcriptions $18,375 in
cash and issue 861 shares of Common Stock (valued at $4,550 for financial
reporting purposes) on August 31, 1996.
The total purchase price for the Transcriptions acquisition was
$44,797. 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.
During 1996, the Company completed five acquisitions for total
consideration of $6,454. The acquisitions have been accounted for using the
purchase method. Pro forma information is not presented as these acquisitions
are not material to the Company.
On February 17, 1997, the Company purchased substantially all of the
assets of G&L Transcription, Incorporated. The results of operations of this
acquisition are included in the accompanying consolidated statement of
operations since the date of the acquisition. Pro forma information is not
presented as this acquisition is not material to the Company.
4
<PAGE>
Note 3. Earnings Per Share
For the three month period ended March 31, 1997, 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 month period ended March 31, 1996, 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.
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
was 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 was required to adopt
SFAS No. 123 effective January 1, 1996. The Company has elected to adopt the
disclosure requirements of this statement.
5
<PAGE>
In March 1997, the FASB issued Statement 128, "Earnings Per Share"
(SFAS 128), which provides changes in the calculation of earnings per share.
This Statement is effective December 15, 1997 and, when adopted, will require
restatement of prior years' EPS. The effect of the adoption SFAS 128 is included
on a pro forma basis as presented below:
Pro forma disclosure of impact of FAS 128
Three Months Ended
March 31,
-------------------
1997 1996
---- ----
(unaudited) (unaudited)
Per share amounts:
Primary net income per share as reported $ 0.22 $ 0.14
Effect of FAS 128 0.02 0.02
-------- --------
Pro forma basic net income per share $ 0.24 $ 0.16
======== ========
Fully diluted net income per share as reported $ 0.22 $ 0.14
Effect of FAS 128 -- --
-------- --------
Pro forma diluted net income per share $ 0.22 $ 0.14
======== ========
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 provided
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 and presented as a
subordinated payable of $17,337 at December 31, 1995. The shares to be issued
were also included in the subordinated payable at December 31, 1995. In May
1996, the Company repaid the cash portion of the payable, and the Common Stock
was issued in August 1996.
Note 6. Shareholders' Equity
In May 1996, the Company consummated a secondary public offering of its
Common Stock, selling 2,200 shares at a price of $17 per share. In June 1996,
the underwriters exercised their overallotment option for an additional 307
shares. After deducting the underwriters' discount and offering expenses, the
net proceeds to the Company were $39,442.
6
<PAGE>
In connection with the 1992 issuance of a senior subordinated note, the
Company sold to the holder for $1,100 warrants to purchase 577 shares of Class A
and 356 shares of Class B preferred stock at an exercise price of $7.50 per
share. Each share of Class A and Class B preferred stock was convertible into
one share of common stock. During 1994, the holder was issued additional
warrants and all warrant exercise prices were reset at $7.28, in accordance with
the antidilution provisions of the original warrant agreement. Simultaneous with
the closing of the secondary stock offering, the Company and the holder agreed
that the holder would exercise the warrants by tendering the $7,000 principal
amount of the senior subordinated note and simultaneously converting the shares
of Preferred Stock received upon such exercise into 962 shares of Common Stock.
As an inducement for the holder to exercise the warrants and convert the
Preferred Stock, the Company issued the holder 43 additional shares of Common
Stock. This inducement, valued at $707 or $0.13 per share, had been recorded as
a deduction from the net income available to common shareholders in 1996.
In connection with the Company's May 1994 Credit Agreement, the Company
issued the agent bank warrants to purchase 75 shares of Common Stock at an
exercise price of $6.74 per share. These warrants expire May 2001.
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.
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:
Three Months Ended
March 31,
---------------------
1997 1996
---- ----
Revenues......................................... 100.0% 100.0%
----- -----
Costs and expenses:
Cost of revenues............................... 73.6 74.7
Selling, general and administrative............ 5.7 6.3
Depreciation................................... 4.1 4.2
Amortization of intangible assets.............. 1.9 2.0
---- ----
Operating income................................. 14.7 12.8
Interest expense................................. .3 6.2
---- ----
Income before income taxes....................... 14.4 6.6
Income tax provision............................. 5.6 2.7
---- ----
Net income ...................................... 8.8% 3.9%
==== ====
8
<PAGE>
Three Months Ended March 31, 1997 and 1996
Revenues. Revenues increased 33.2% to $18.6 million for the three months ended
March 31, 1997 from $14.0 million in the comparable 1996 period. The $4.6
million increase reflected approximately $2.8 million of additional revenues
generated from new and existing clients, and $1.8 million of revenues from the
Company's 1996 and 1997 medical transcription acquisitions.
Cost of Revenues. Cost of revenues increased from $10.4 million in the three
months ended March 31, 1996 to $13.7 million in the comparable 1997 period. As a
percentage of revenues, cost of revenues decreased from 74.7% in the first
quarter of 1996 to 73.6% for the comparable 1997 period. The percentage decrease
in cost of revenues primarily resulted from a decrease in telecommunication and
maintenance costs.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.1 for the three months ended March 31, 1997 from
$888,000 in the comparable 1996 period. As a percentage of revenues, selling,
general and administrative expenses decreased from 6.3% in the first quarter of
1996 to 5.7% in the comparable 1997 period.
Depreciation. Depreciation expense increased from $587,000 for the three months
ended March 31, 1996 to $755,000 for the comparable 1997 period. As a percentage
of revenue, depreciation remained relatively consistent at 4.1% for the three
months ended March 31, 1997 compared to 4.2% for the comparable period in 1996.
Amortization. Amortization of intangible assets was $350,000 for the three
months ended March 31, 1997 as compared to $278,000 for the comparable 1996
period. The increase is attributable to the amortization of intangible assets
associated with the Company's five acquisitions completed in 1996 and one
acquisition completed in 1997. As a percentage of revenue, amortization remained
relatively consistent at 2.0% for 1996 as compared to 1.9% in the same period
for 1997.
Interest. Interest expense decreased from $865,000 for the three months ended
March 31, 1996 to $63,000 for the comparable 1997 period. The decrease was due
to the reduction in interest expense related to the Company's senior term loans,
borrowings under the Revolving credit facility and the cash portion of the
deferred purchase price being paid in full on May 30, 1996 with a portion of the
proceeds from the Company's 1996 equity offering. Additionally, in the three
months ended March 31, 1996, the Company had recorded $251,000 related to
non-cash interest associated with the fixing of the deferred purchase price for
Transcriptions, Ltd. in December 1995 which does not exist in 1997.
9
<PAGE>
Liquidity and Capital Resources
At March 31, 1997, the Company had working capital of $19.7 million,
including $10.1 million of cash and cash equivalents. During the three months
ended March 31, 1997, the Company's operating activities provided cash of $2.7
million as compared to $821,000 being used in operations during the comparative
prior year three month period. The increase in cash provided by operating
activities was primarily related to an increase in net income from operations
and accrued liabilities.
During the three months ended March 31, 1997, the Company purchased
$881,000 of capital equipment and completed the acquisition of one medical
transcription business. These expenditures were financed through cash flows from
operations and the issuance of subordinated notes payable to sellers.
On April 23, 1997, the Company amended the borrowing facility with
Chase Manhattan Bank (the "Chase Facility"). The Chase Facility provides for a
$10 million senior unsecured revolving credit facility expiring April 23, 2000.
The revolver bears interest at resetting rates selected by the Company from
various alternatives. The interest rate alternatives are either (i) the greatest
of (x) prime rate, (y) the federal funds rate plus 0.5% (z) the bank's
certificate of deposit rate plus 1%, or (ii) LIBOR plus 0.75%. The Chase
Facility also allows for the Company to finance up to 100% of any acquisitions
of companies that are in the business of providing transcriptions-related
services. The financing of these acquisitions may be carved out of the revolving
credit facility and amortized over five year periods (20 consecutive quarters).
Each acquisition term loan that is created would permanently reduce the
remaining revolving credit commitment by a like amount.
In addition to acquisitions, the revolver can be used for working
capital and general corporate purposes. To the extent any amounts under the
revolver are repaid, other than acquisition term loans, the Company may reborrow
such amounts. The Chase Facility includes certain financial and other covenants
applicable to the Company, including limitations on capital expenditures and
dividends.
Effective December 29, 1995 the Company and the former owner of
Transcriptions, Ltd., 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 of Notes to
Consolidated Financial Statements). The amendment provided 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 and presented as a subordinated payable
at December 31, 1995. In May 1996, the Company repaid the cash portion of the
payable, and the Common Stock was issued in August 1996.
The Company believes that cash flow generated from the Company's
operations and its borrowing capacity under the Chase 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.
10
<PAGE>
Special Note Concerning Forward-Looking Statements
Other than the historical Financial Information and related Notes
contained in Part I, Item 1 hereof, this Report, including, without limitation,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, 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; inability to
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.
11
<PAGE>
Part II - Other Information
<TABLE>
<S> <C> <C>
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 Vote of Security Holders - Not Applicable
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
</TABLE>
12
<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: May 7, 1997
By: /s/ John R. Emery
-----------------------
John R. Emery
Chief Financial Officer
13
<PAGE>
Exhibit 11.0
MEDQUIST INC.
EARNINGS PER SHARE COMPUTATION
UNAUDITED SUPPLEMENTAL DATA
(IN THOUSANDS)
Three Months Ended
March 31, 1997
--------------
Weighted average shares outstanding 6,893
Common stock equivalents 888
Shares repurchased (360)
-----
Weighted average shares adjusted 7,421
=====
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
MEDQUIST INC.
FINANCIAL DATA SCHEDULE
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
</LEGEND>
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1.000
<CASH> 10,070
<SECURITIES> 0
<RECEIVABLES> 15,543
<ALLOWANCES> 317
<INVENTORY> 0
<CURRENT-ASSETS> 25,836
<PP&E> 13,285
<DEPRECIATION> 5,035
<TOTAL-ASSETS> 76,569
<CURRENT-LIABILITIES> 6,169
<BONDS> 0
0
0
<COMMON> 56,101
<OTHER-SE> 10,893
<TOTAL-LIABILITY-AND-EQUITY> 76,569
<SALES> 0
<TOTAL-REVENUES> 18,621
<CGS> 0
<TOTAL-COSTS> 13,714
<OTHER-EXPENSES> 2,163
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63
<INCOME-PRETAX> 2,681
<INCOME-TAX> 1,046
<INCOME-CONTINUING> 1,635
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,635
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
</TABLE>
