<PAGE>
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, 2000 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)
(856) 810-8000
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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: 35,427,861 shares of
common stock, no par value, as of May 8, 2000.
<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, 2000 (Unaudited) and
December 31, 1999 1
Consolidated Statements of Income for the three months ended March 31, 2000 2
and 1999 (Unaudited)
Consolidated Statements of Cash Flows for the three months ended March 31, 2000
and 1999 (Unaudited) 3
Notes to Condensed Consolidated Financial Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosure About Market Risk 9
Special Note Concerning Forward Looking Statements 10
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
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</TABLE>
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 52,529 $ 62,024
Accounts receivable, net of allowance of $3,562 and $3,559 79,188 75,988
Prepaid expenses and other current assets 6,591 5,748
--------- ---------
Total current assets 138,308 143,760
Property and equipment - net 32,165 31,715
Other assets 2,209 3,391
Intangible assets - net 125,804 123,317
--------- ---------
$ 298,486 $ 302,183
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt $ 90 $ 1,530
Accounts payable 5,495 5,373
Accrued expenses 36,289 37,503
--------- ---------
Total current liabilities 41,874 44,406
Long-term debt 403 452
Other liabilities 765 789
Shareholders' equity:
Common stock, no par value, 60,000 shares authorized,
35,376 and 35,902 issued and outstanding -- --
Additional paid-in capital 185,544 200,205
Retained earnings 70,150 55,918
Unrealized gain on marketable security -- 704
Deferred compensation (250) (291)
--------- ---------
Total shareholders' equity 255,444 256,536
--------- ---------
$ 298,486 $ 302,183
========= =========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
1
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
THREE MONTHS ENDED
March 31,
--------------------------
2000 1999
------- -------
Revenue $92,512 $75,657
------- -------
Costs and expenses:
Cost of revenue 65,146 56,882
Selling, general and administrative 2,863 3,314
Depreciation 3,423 2,602
Amortization of intangible assets 1,787 952
------- -------
Total Operating Expenses 73,219 63,750
------- -------
Operating income 19,293 11,907
Other income:
Gain on sale of securities 3,675 --
Interest income 752 84
------- -------
Income before income taxes 23,720 11,991
Income tax provision 9,488 4,934
------- -------
Net income $14,232 $ 7,057
======= =======
Basic net income per common share $ 0.40 $ 0.21
======= =======
Diluted net income per common share $ 0.39 $ 0.20
======= =======
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
MEDQUIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
-------- --------
<S> <C> <C>
Operating activities:
Net income $ 14,232 $ 7,057
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 5,210 3,554
Gain on sale of securities (3,675) --
Amortization of deferred compensation 41 62
Changes in assets and liabilities:
Accounts receivable, net (3,065) (3,702)
Prepaid expenses and other current assets (463) (113)
Other assets -- 379
Accounts payable 122 (1,159)
Accrued expenses (701) 3,645
Other liabilities (24) (48)
-------- --------
Net cash provided by operating activities 11,677 9,675
-------- --------
Investing activities:
Purchases of property and equipment, net (3,795) (2,346)
Purchase of investments (728) --
Sale of investments, net 4,403 --
Cash acquired in business acquisition -- 350
Acquisitions, net of cash acquired (4,432) --
-------- --------
Net cash used in investing activities (4,552) (1,996)
-------- --------
Financing activities:
Repayments of long-term debt (1,489) (2,158)
Proceeds from the exercise of common stock options 335 2,392
Purchase and retirement of common stock, at cost (15,466) --
-------- --------
Net cash (used in) provided by financing activities (16,620) 234
-------- --------
Net (decrease) increase in cash and cash equivalents (9,495) 7,913
Cash and cash equivalents, beginning of period 62,024 15,936
-------- --------
Cash and cash equivalents, end of period $ 52,529 $ 23,849
======== ========
Supplemental disclosure of cash flow information:
Cash paid during period for:
Interest $ 14 $ 73
======== ========
Income taxes $ 6,467 $ 848
======== ========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
MedQuist Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 31, 2000
(Unaudited - amounts in thousands, except per share amounts)
Note 1. Basis of Presentation and Restructuring Changes
The information set forth in these statements is unaudited. The
information reflects all 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, 2000 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.
From 1995 through March 31, 2000, we completed 31 acquisitions. Six
acquisitions, including the acquisition of MRC, were accounted for as pooling of
interests. Four of these acquisitions accounted for as pooling of interests were
material and, accordingly, we restated our financial statements.
In December 1998, the Company's board of directors approved
management's restructuring plan associated with the MRC merger. Costs associated
with the plan of approximately $6,539 were recognized in 1998 in accordance with
Emerging Issues Task Force ("EIFT") 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity," as follows:
Non-cancelable leases.............................. $ 3,835
Severance.......................................... 1,618
Non-cancelable contracts and other exist costs..... 1,086
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$ 6,539
=======
The plan related primarily to the closure of several redundant customer
service centers as well as certain corporate offices in order to improve
operating efficiencies. The plan was completed in 1999. The severance costs are
attributable to 41 individuals from various levels of operational and senior
management. As of March 31, 2000, $735 of non-cancelable leases had been paid,
$1,306 of severance had been paid and $427 of other restructuring costs had been
paid. The consolidated balance sheet at March 31, 2000 reflects $1,738 in
accrued expenses related primarily to future lease obligations associated with
the 1999 restructuring charge.
4
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<TABLE>
<CAPTION>
Non-Cancelable
Non-Cancelable Contracts and
Leases Severance Other Exit Costs Total
-------------- --------- ---------------- -----
<S> <C> <C> <C> <C>
1998 Restructure Charge $ 3,835 $ 1,618 $ 1,086 $ 6,539
Payments against Restructure Accrual:
1998 0 (567) (410) (977)
1999 (437) (723) (17) (1,177)
2000 (298) (16) -- (314)
Revision to estimate of 1998 restructure
accrual, recorded in 1999: (1,492) (182) (659) (2,333)
------- ------- ------- -------
1998 Restructure accrual balance, at
December 31, 1999: $ 1,608 $ 130 $ 0 $ 1,738
======= ======= ======= =======
</TABLE>
In 1997, MRC approved a separate management plan to close and/or merge
several redundant customer service centers in order to further reduce costs and
improve operating efficiencies. The plan was completed during 1998 and included
the cost of exiting certain facilities, primarily related to non-cancelable
leases, the disposition of fixed assets and employee severance costs. Costs
associated with the plan of approximately $2,075 were recognized in 1997 in
accordance with EITF 94-3. Included in this amount was approximately $705 for
the disposal of assets and approximately $800 in severance and employee contract
buy outs. The balance was primarily related to non-cancelable lease costs. The
severance costs were attributable to eight individuals from various levels of
operational and senior management. At March 31, 2000 approximately $993 related
to future lease obligations associated with MRC's restructuring charge is
included in accrued expenses.
Note 2. Acquisitions
During 1999, we completed ten acquisitions accounted for using the
purchase method and one immaterial acquisition accounted for using the
pooling-of-interest method. Pro forma information is not presented as the
acquisitions were not material to the Company.
During 2000, we completed the purchase of the assets of two medical
transcription companies. Pro forma information is not presented as the
acquisitions were not material to the Company.
5
<PAGE>
Note 3. Net Income Per Common Share
Basic net income per share is calculated by dividing net income by the
weighted average number of shares of common stock outstanding for the period.
Diluted net income per share is calculated by dividing net income by the
weighted average number of shares of common stock outstanding for the period,
adjusted for the dilutive effective of common stock equivalents, which consist
of stock options, using the treasury stock method.
The table below sets forth the reconciliation of the numerators and
denominators of the basic and diluted net income per share computations:
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------------------------------------------------------
2000 1999
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Net Per Share Net Per Share
Income Shares Amount Income Shares Amount
------ ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Basic $14,232 35,700 $0.40 $7,057 33,507 $0.21
Effect of dilutive
Securities -- 1,203 (0.01) -- 1,853 (0.01)
------- ------ ----- ------ ------ -----
Diluted $14,232 36,903 $0.39 $7,057 35,360 $0.20
======= ====== ===== ====== ====== =====
</TABLE>
Note 4. Shareholders' Equity
In May 1999, we consummated a secondary public offering of our Common
Stock, selling 800 shares at a price of $33.63 per share. In June 1999, the
underwriters exercised their overallotment option for an additional 505 shares.
After deducting the underwriter's discount and offering expenses, the net
proceeds were $41,858.
During the three months ended March 31, 2000, we repurchased 600,000
shares of our outstanding common stock for $15,466 at an average price of $25.78
per share. All common stock acquired was subsequently retired.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
We are the leading national provider of medical transcription services.
Substantially all of our revenue to date has been derived from the provision of
medical transcription services. We also derive an insignificant amount of
revenue from services other than traditional transcription services, such as
coding revenue, interfacing fees, equipment rentals, referral fees and
commissions from strategic partners. Fees for medical transcription services are
based primarily on contracted rates and revenue is recognized upon the rendering
of services and delivery of transcribed reports. Revenues from other sources are
recognized when earned.
For purposes of our discussion and analysis of our results of
operations we distinguish our revenue growth as "core growth" and growth from
large acquisitions. Core growth includes revenue from all of the above sources
and revenue from acquisitions with annual sales under $5 million, prior to the
date of acquisition. Revenue arising from acquisitions having annual revenue in
excess of $5 million, prior to the date of acquisition, is discussed separately
in our analysis of revenue growth.
6
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Cost of revenue consists of all direct costs associated with providing
transcription related services, including payroll, telecommunications, repairs
and maintenance, rent and other direct costs. Most of our cost of revenue is
variable in nature, but includes certain fixed components. Selling, general and
administrative expenses include costs associated with our senior executive
management, marketing, accounting, legal and other administrative functions.
Selling, general and administrative expenses are mostly fixed in nature, but
include certain variable components.
Results of Operations
The following table sets forth for the periods indicated, certain financial data
in the Company's Unaudited Consolidated Statements of Income as a percentage of
net revenue:
Three Months Ended
March 31,
-------------------------
2000 1999
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Revenue 100.0% 100.0%
Costs and expenses:
Cost of revenue........................... 70.4 75.2
Selling, general and administrative....... 3.1 4.4
Depreciation.............................. 3.7 3.4
Amortization of intangible assets......... 1.9 1.3
------ -----
Operating income.......................... 20.9 15.7
Gain on sale of securities.................. 4.0 --
Interest Income............................. 0.8 0.1
------ -----
Income before income taxes.................. 25.7 15.8
Income tax provision........................ 10.3 6.5
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Net income ................................. 15.4% 9.3%
====== =====
Three Months Ended March 31, 2000
Revenue. Revenue increased 22.3% from $75.7 million for the three months ended
March 31, 1999 to $92.5 million for the comparable 2000 period. The increase
resulted from increased sales to existing customers, sales to new customers and
additional revenue from acquisitions. The $16.8 million increase resulted from
$12.4 million of core growth and $4.4 million from large acquisitions.
Cost of Revenue. Cost of revenue increased 14.5% from $56.9 million for the
three months ended March 31, 1999 to $65.1 million for the comparable 2000
period and was directly related to the increase in revenue. As a percentage of
revenues, cost of revenues decreased from 75.2% for the three months ended March
31, 1999 to 70.4% for the comparable 2000 period. The percentage decrease in
cost of revenues primarily resulted from cost reductions associated from
eliminating excess operational administrative support areas of MedQuist and MRC,
and the consolidation of duplicative facilities.
7
<PAGE>
Selling, General and Administrative. Selling, general and administrative
expenses decreased 13.6% from $3.3 million for the three months ended March 31,
1999 to $2.9 million for the comparable 2000 period. As a percentage of
revenues, selling, general and administrative expenses decreased from 4.4% for
the three months ended March 31, 1999 to 3.1% for the comparable 2000 period.
The decrease was due primarily to administrative staff reductions made in
association with the merger with MRC, and our ability to spread the fixed
portion of our overhead over a larger revenue base.
Depreciation. Depreciation expense increased 31.6% from $2.6 million for the
three months ended March 31, 1999 to $3.4 million for the comparable 2000
period. As a percentage of revenues, depreciation increased from 3.4% for the
three months ended March 31, 1999 to 3.7% for the comparable period in 2000. The
increase was due to increased capital purchases late in 1999.
Amortization. Amortization of intangible assets was $1.8 million for the three
months ended March 31, 2000 as compared to $952,000 for the comparable 1999
period. The increase is attributable to the amortization of intangible assets
associated with the Company's acquisitions which were accounted for using the
purchase method in 1999 and 2000.
Gain of Sale of Securities. During the three months ended March 31, 2000 we had
a $3.6 million gain on the sale of securities resulting from the exercise of
warrants to purchase Lernout & Hauspie stock and the subsequent sale of the
stock.
Interest. We had net interest income of $84,000 for the three months ended March
31, 1999 and net interest income of $752,000 for the comparable 2000 period.
In December 1998, our board of directors approved a restructuring plan
associated with the MRC acquisition. In connection with the plan, we recorded a
$6.5 million charge, of which $3.8 million related to non-cancelable lease
obligations on duplicate facilities, $1.6 million related to employee severance
and $1.1 million related to contract cancellations and other exit costs. We
completed the restructuring in 1999. As of March 31, 2000, $735,000 of
non-cancelable leases had been paid, $1.3 million of the employee severance and
$427,000 in other restructuring costs had been paid. At March 31, 2000, $1.7
million is included in accrued expenses relating to the 1998 restructuring
charge. See Note 1 of Notes to Condensed Consolidated Financial Statements.
In 1997, MRC incurred a restructuring charge of $2.1 million related to
the closure and consolidation of less profitable or redundant client service
centers and other non-recurring acquisition and integration costs incurred in
connection with MRC's acquisition of Medical Records Corp. As of March 31, 2000,
$1.0 million related to closed facility leases remained in accrued expenses.
8
<PAGE>
Liquidity and Capital Resources
At March 31, 2000, we had working capital of $96.4 million, including
$52.5 million of cash and cash equivalents. During the three months ended March
31, 2000, our operating activities provided cash of $11.7 million and during the
three months ended March 31, 1999 our operating activities provided cash of $9.7
million. The increase is primarily due to increased net income in 2000,
partially offset by a decrease in accrued expenses.
During the three months ended March 31, 2000, we used cash in investing
activities of $4.6 million, consisting primarily of $3.8 million of capital
expenditures, $4.4 million for acquisitions accounted for under the purchase
method, and $728,000 for the purchase of investments partially offset by $4.4
million in cash proceeds from the sale of these securities. During the three
months ended March 31, 2000, we used cash for investing activities of $2.0
million, consisting primarily of $2.3 million of capital expenditures, partially
offset by $350,000 in cash acquired in acquisitions.
During the three months ended March 31, 2000, net cash used in
financing activities was $16.6 million, consisting primarily of $15.5 million
from the purchase and retirement of MedQuist stock, $1.5 million for repayment
of long-term debt, partially offset by $335,000 in proceeds from the issuance of
common stock, including option exercises and sales in connection with employee
benefit plans. During the three months ended March 31, 1999, cash provided by
financing activities was $234,000, consisting primarily of $2.2 million in
repayments of debt, offset by $2.4 million in proceeds from the exercise of
options and sales in connection with employee benefit plans.
In May 1999, we consummated a secondary public offering of our Common
Stock, selling 800 shares at a price of $33.63 per share. In June 1999, the
underwriters exercised their overallotment option for an additional 505 shares.
After deducting the underwriter's discount and offering expenses, the net
proceeds were $41,858.
On April 6, 2000, we made a $6.0 million investment in A-Life Medical,
Inc. The investment represents approximately 19.2% ownership in A-Life Medical,
Inc., a leader in advanced natural language processing technology for the
medical industry.
We believe that our cash and cash equivalents generated from operations
and borrowing capacity will be sufficient to meet our current working capital
and capital expenditure requirements.
Year 2000 Compliance
To date, we have not experienced any material Year 2000 issues. We have
not spent a material amount of funds on Year 2000 issues, and currently believe
all systems are Year 2000 compliant. We will continue to monitor for any Year
2000 problems.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We generally do not use derivative financial instruments in our
investment portfolio. We make investments in instruments that meet credit
quality standards, as specified in our investment policy guidelines; the policy
also limits the amount of credit exposure to any one issue, and type of
instrument. We do not expect any material loss with respect to our investment
portfolio.
9
<PAGE>
The following table provides information about our investment portfolio
at March 31, 2000. For investment securities, the table presents principal
amounts and related weighted average interest rates (dollars in thousands).
Cash and cash equivalents $52,529
Average interest rate 5.3%
Special Note Concerning Forward Looking Statements
Some of the information in this Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. These statements include forward-looking
language such as "will likely result," "may," "are expected to," "is
anticipated," "estimated," "projected," "intends to," or other similar words.
Our actual results are likely to differ, and could differ materially, from the
results expressed in, or implied by, these forward-looking statements. There are
many factors that could cause these forward-looking statements to be incorrect,
including but not limited to the following risks: risks associated with (1) our
ability to recruit and retain qualified transcriptionists; (2) inability to
complete and assimilate acquisitions of businesses; (3) dependence on our senior
management team; (4) the impact of new services or products on the demand for
our services; (5) our dependence on a single line of business; (6) our ability
to expand our customer base; (7) our ability to maintain our current growth rate
in revenue and earnings; (8) the volatility of our stock price; (9) our ability
to compete with others; (10) changes in law; (11) infringement on the
proprietary rights of others; (12) our failure to comply with confidentiality
requirements; (13) our customers' and suppliers' failure to be Year 2000
compliant; and (14) our various anti-takeover protections. When considering
these forward-looking statements, you should keep in mind these risk factors and
other cautionary statements in this prospectus, and should recognize that those
forward-looking statements speak only as of the date made. MedQuist does not
undertake any obligation to update any forward-looking statement included in
this Form 10-Q.
10
<PAGE>
Part II - Other Information
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1. - Legal Proceedings - Not Applicable
Item 2. - Changes in Securities and Use of Proceeds - Not Applicable
Item 3. - Defaults upon Senior Securities - Not Applicable
Item 4. - Submission of Matters to a Vote of Security Holders - Not Applicable
Item 5. - Other Information - Not Applicable
Item 6. - Exhibits and Reports on Form 8-K
a) Exhibits:
Financial Data Schedule 27.0
b) Report on Form 8-K was filed on February 2, 2000
regarding the announcement of an open market share repurchase program
</TABLE>
11
<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 11, 2000 By: /s/ John R. Emery
---------------------------
John R. Emery
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 52,529
<SECURITIES> 0
<RECEIVABLES> 82,750
<ALLOWANCES> 3,562
<INVENTORY> 0
<CURRENT-ASSETS> 138,308
<PP&E> 71,213
<DEPRECIATION> 39,048
<TOTAL-ASSETS> 298,486
<CURRENT-LIABILITIES> 41,874
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 255,444
<TOTAL-LIABILITY-AND-EQUITY> 298,486
<SALES> 0
<TOTAL-REVENUES> 92,512
<CGS> 0
<TOTAL-COSTS> 65,146
<OTHER-EXPENSES> 8,073
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (752)
<INCOME-PRETAX> 23,720
<INCOME-TAX> 9,488
<INCOME-CONTINUING> 14,232
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,232
<EPS-BASIC> 0.40
<EPS-DILUTED> 0.39
</TABLE>
