<PAGE> 1
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 ended March 31, 1997.
Or
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to .
--------------- ------------------
Commission file number 000-27056
MEDIRISK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 59-2345692
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Two Piedmont Center, Suite 400, 3565 Piedmont Rd., Atlanta, Georgia 30305
- ---------------------------------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
Registrant's Telephone Number Including Area Code: (404) 364-6700
-----------------------------------------------
</TABLE>
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
----- -----
The number of shares outstanding of the issuer's only class of Common
Stock, $.01 par value as of April 30, 1997 was 4,031,752.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
MEDIRISK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
(UNAUDITED) (AUDITED)
3/31/97 12/31/96
----------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $13,947 $ 447
Accounts receivable, less allowance for
doubtful accounts of $106 and $97 at
March 31, 1997 and December 31, 1996, respectively 975 1,428
Prepaid expenses 567 921
Other current assets 271 175
------- ------
Total current assets 15,760 2,971
Property and equipment 1,812 1,736
Less accumulated depreciation and amortization 1,005 893
Property and equipment, net ------- ------
807 843
Excess of cost over net assets of businesses
acquired, less accumulated amortization
of $236 and $180 at March 31, 1997
and December 31, 1996, respectively 3,302 3,128
Intangible assets, less accumulated amortization
of $115 and $89 at March 31, 1997
and December 31, 1996, respectively 405 431
Software development costs, less accumulated
amortization of $28 and $20 at March 31,
1997 and December 31, 1996, respectively 119 101
Other assets 139 982
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Total other assets 3,965 4,642
Total assets $20,532 $8,456
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</TABLE>
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<PAGE> 3
MEDIRISK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(Amounts in thousands, except per share data)
<TABLE>
(UNAUDITED) (AUDITED)
3/31/97 12/31/96
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<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 298 $ 639
Accrued expenses 460 449
Current installments of long-term debt and
obligations under capital leases 192 1,842
Deferred revenue 2,210 2,536
-------- -------
Total current liabilities 3,160 5,466
Long term debt and obligations under capital leases,
excluding current installments 165 7,195
Dividends payable 0 618
-------- -------
Total liabilities 3,325 13,279
STOCKHOLDERS' EQUITY (DEFICIT):
Series A convertible preferred stock, $.001 par value,
3,000 shares authorized; 1,292 issued and
outstanding shares at December 31, 1996 0 1
Series B convertible preferred stock, $.001 par value;
400 shares authorized; 281 issued and
outstanding shares at December 31, 1996 0 0
Common stock - $.001 par value; 20,000 shares
authorized; 4,032 and 710 shares issued and outstanding
at March 31, 1997 and December 31, 1996, respectively 4 1
Additional paid in capital 27,724 4,972
Accumulated deficit (10,521) (9,797)
-------- -------
Total stockholders' equity (deficit) 17,207 (4,823)
Total liabilities and stockholders' equity (deficit) $ 20,532 $ 8,456
======== =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
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<PAGE> 4
MEDIRISK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS
------------------
ENDED MARCH 31,
------------------
1997 1996
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<S> <C> <C>
Revenue $ 2,650 $ 1,577
Salaries, wages and benefits 1,762 1,121
Other operating expenses 646 356
Depreciation and amortization 201 96
Acquired in-process research and development costs 0 6,180
------- -------
Operating income (loss) 41 (6,176)
Interest income (expense), net 41 (52)
Income taxes 0 0
------- -------
Income (loss) before extraordinary item 82 (6,228)
------- -------
Extraordinary item - Loss on early extinguishment of debt (806) 0
------- -------
Net loss (724) (6,228)
Series A and Series B convertible preferred stock
dividend requirement (25) (50)
------- -------
Net loss attributable to common stock ($749) ($6,278)
======= =======
Net loss per share of common stock ($0.23) ($2.83)
======= =======
Weighted average number of common shares outstanding 3,265 2,217
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
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<PAGE> 5
MEDIRISK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
THREE MONTHS
------------------
ENDED MARCH 31,
------------------
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net loss ($724) ($6,228)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Acquired in-process research and development costs 0 6,180
Depreciation and amortization 201 96
Other 0 26
Loss on early extinguishment of debt 806 0
Decrease (increase) in:
Accounts receivable 454 108
Other assets 294 (836)
Increase (decrease) in:
Accounts payable (340) (81)
Accrued expenses and other liabilities (218) 17
Deferred revenue (327) 944
------- -------
Net cash provided by operating activities 146 226
------- -------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired 0 (6,435)
Purchases of property and equipment (76) (18)
Additions to software development costs (27) (9)
------- -------
Net cash used in investing activities (103) (6,462)
------- -------
Cash flows from financing activities:
Proceeds from issuance of common stock 22,779 8
Proceeds from issuance of Series B conv. pref. stock 0 2,000
Payments for Series B conv. pref. stock issuance costs 0 (221)
Payments of dividends (643) 0
Proceeds from issuance of long-term debt, related party 0 6,900
Payments of debt issuance costs 0 (345)
Payments on long-term debt and obl. under capital leases (8,679) (61)
Repayment of note receivable from stockholder 0 14
------- -------
Net cash provided by financing activities 13,457 8,295
------- -------
Net increase in cash and cash equivalents 13,500 2,060
Cash and cash equivalents at beginning of period 447 289
------- -------
Cash and cash equivalents at end of period $13,947 $ 2,349
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements
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<PAGE> 6
MEDIRISK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL:
The consolidated condensed financial statements as of March 31, 1997 and
for the three months ended March 31, 1997 and 1996 are unaudited. In the
opinion of management, all adjustments, consisting of normal recurring
accruals, necessary for the fair presentation of the consolidated financial
position and results of operations and cash flows for the periods presented
have been included. Results for the interim period are not necessarily
indicative of results that may be expected for the full year.
These consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and notes included in
the Annual Report on Form 10-K of Medirisk, Inc. for the year ended December
31, 1996.
2. MAJOR CUSTOMERS:
One customer accounted for 13% and 18% of the Company's revenue for the
three months ended March 31, 1997 and 1996, respectively.
3. LOSS PER SHARE OF COMMON STOCK:
Loss per share of common stock for the three months ended March 31, 1997
and 1996 is based on the weighted average shares of common stock outstanding.
Loss per share does not include the effect of outstanding common stock
equivalents because the effect is antidilutive. The March 31, 1996 weighted
average shares outstanding assumes the conversion of the Company's Series A and
Series B Convertible Preferred Stock into common stock.
4. EXTRAORDINARY ITEM:
As a result of the application of a portion of the net proceeds of the
Company's initial public offering to repay indebtedness, the Company incurred a
one-time, non-recurring, non-cash charge of $806,000 with respect to
accelerated amortization of original issue discount on Senior Subordinated
Notes and related deferred financing costs. Due to the Company's losses no
income tax benefit was applied to the extraordinary loss presented.
5. LINE OF CREDIT:
In March 1997 the Company entered into a Credit Agreement with NationsBank
under which a $10 million revolving credit facility (the "NationsBank
Revolver") is made available to the Company. The NationsBank Revolver is
available to fund working capital needs as well as new product development and
acquisitions.
6. INITIAL PUBLIC OFFERING:
In January 1997, the Company sold 2,300,000 shares of its common stock in
an initial public offering in which it received approximately $22,779,000, net
of offering costs of approximately $750,000. As a result of the consummation
of the offering, the Company's Series A and Series B Convertible Preferred
Stock were converted into 1,021,809 shares of common stock. In addition, all
of the Company's accrued dividends and debt, excluding obligations under capital
leases, were repaid.
- 6 -
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Medirisk is a leading provider of proprietary databases and related
decision-support software and analytical services to the healthcare industry in
the United States. The Company's healthcare information products and services
consist of financial products, clinical performance products and physician
database products. Prior to 1996, the Company provided only financial products
consisting of comprehensive, objective physician-related information regarding
medical fees and healthcare utilization patterns to both payers and providers.
In 1996, the Company undertook an acquisition strategy to expand its
product offerings. The Company acquired Formations in Health Care, Inc.
("Formations") and PracticeMatch, Inc. ("PracticeMatch") in January and March
1996, respectively. Formations offers clinical performance products that allow
customers to measure treatment outcomes across a range of care within a variety
of medical specialties. PracticeMatch offers physician database products to
assist customers in cost-effective in-house physician recruiting. As a result
of these acquisitions, the Company's historical financial statements are not
representative of financial results to be expected for future periods.
In connection with the Company's 1996 acquisitions, the Company acquired
intangible assets which are being amortized over various useful lives. The
amortization periods are based on, among other things, the nature of the
products and markets, the competitive position of the acquired companies and
the adaptability to changing market conditions of the acquired companies. The
Company recorded amortization expense relative to intangible assets of $90,000
and $28,000 for the quarters ended March 31, 1997 and 1996, respectively.
Also in connection with these acquisitions, the Company recorded
non-recurring charges related to in-process research and development costs of
approximately $1.0 million for Formations and $5.1 million for PracticeMatch.
The amount of each of these non-recurring charges was equal to the estimated
current fair value, based on the adjusted cash flows (discounted by a risk
adjusted weighted average cost of capital of 19% for Formations and 20% for
PracticeMatch), of specifically identified technologies for which technological
feasibility had not yet been established pursuant to Statement of Financial
Accounting Standards No. 86, "Accounting for the Costs of Computer Software to
be Sold, Leased or Otherwise Marketed," and for which future alternative uses
did not exist. Similar charges could result in the future as a result of
acquisitions accounted for as purchases.
Medirisk's products are licensed pursuant to single-year and multi-year
agreements. Revenue from licenses of financial products is recognized upon the
delivery of the data and, in the case of multi-year agreements, on the
anniversary of the date of delivery. Revenue from licenses of clinical
performance products is recognized over the life of the contract as services
are performed. Revenue from licenses of physician database products is
recognized ratably over the life of the customer contract. All other revenue,
including training, consulting fees and other miscellaneous services, is
recognized upon the performance of the applicable services. Because a higher
proportion of financial products historically have been licensed in the second
half of the year, the Company may experience sequentially higher revenue in the
third and fourth calendar quarters and, consequently, sequentially lower
revenues in the first calendar quarter.
The Company's revenue is composed of both recurring revenue from the
Company's current customer base as well as revenue from new customers. The
Company defines its recurring revenue percentage with respect to any particular
period as the quotient, expressed as a percentage, of (i) revenue recognized
during such period from a sale of a product to a customer who purchased a
similar product in the prior period, divided by (ii) the Company's total
revenue in the prior period. In determining its recurring revenue percentage,
the Company includes in its revenue the revenue of entities acquired during the
period as if such acquisition had occurred at the beginning of the prior
period. The Company does not include revenue in its recurring revenue
percentage to the extent that such revenue exceeds total revenue in the prior
period. The Company's recurring revenue percentage for the quarter ended March
31, 1997 was approximately 78%.
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<PAGE> 8
In addition to acquisitions, the Company seeks to expand its product
offerings through internal product development. The Company has historically
expensed internal development costs; however, based on the Company's current
development plans, the Company anticipates capitalizing future internal product
development costs incurred after technological feasibility has been established
and prior to general product release. Capitalized development costs totaled
$119,000, net of accumulated amortization, at March 31, 1997.
As a result of the application of a portion of the net proceeds of the
Company's initial public offering to repay indebtedness in the quarter ended
March 31, 1997, the Company incurred a one-time, non-recurring, non-cash charge
of $806,000 with respect to accelerated amortization of original issue discount
on certain Senior Subordinated Notes and related deferred financing costs.
RESULTS OF OPERATIONS
The following table sets forth, for the fiscal periods indicated, certain
items from the statements of operations of the Company expressed as a
percentage of revenue:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
---------
STATEMENT OF OPERATIONS: 1997 1996
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<S> <C> <C>
Revenue 100% 100%
Salaries, wages and benefits 66 71
Other operating expenses 24 23
Depreciation and amortization 8 6
Acquired in-process research and
development costs - (392)
---- -----
Operating income (loss) 2 (392)
Interest income (expense), net 1 (3)
---- -----
Income (loss) before extraordinary item 3 (395)
Extraordinary item (30) 0
---- -----
Net loss (27)% (395)%
==== =====
</TABLE>
QUARTER ENDED MARCH 31, 1997 COMPARED TO QUARTER ENDED MARCH 31, 1996
Revenue. Revenue for the three months ended March 31, 1997 was $2.6
million, an increase of $1.1 million or 68% over the same period in 1996. The
increase was primarily the result of the Company's 1996 acquisition of
PracticeMatch. PracticeMatch was included for the full quarter in 1997
compared to a partial quarter in 1996. The incremental increase attributable
to PracticeMatch was $832,000, or 78% of the total increase. The Company's
revenue, giving pro forma effect to the PracticeMatch acquisition as if it had
occurred on January 1, 1996, increased 11% for the three months ended March 31,
1997 over the same period in 1996.
Salaries, wages and benefits. Salaries, wages and benefits for the three
months ended March 31, 1997 were $1.8 million, an increase of $641,000 or 57%
over the same period in 1996. This increase was primarily the result of the
Company's 1996 acquisition of PracticeMatch as well as increased expenses
related to new sales, marketing and administrative personnel hired to enhance
the Company's corporate infrastructure. Salaries, wages and benefits decreased
as a percentage of revenue to 66% for the three months ended March 31, 1997 as
compared to 71% for the same period in 1996. This decrease resulted primarily
from leveraging the personnel investments made during 1996 as revenue increased
through both acquisitions and internal growth.
Other operating expenses. Other operating expenses for the three months
ended March 31, 1997 were $646,000, an increase of $290,000 or 81% over the
same period in 1996. This increase was primarily the result of
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<PAGE> 9
the Company's 1996 acquisition of PracticeMatch. Other operating expenses
as a percentage of revenue increased slightly to 24% for the three months ended
March 31, 1997 as compared to 23% for the same period in 1996.
Depreciation and amortization. Depreciation and amortization for the
three months ended March 31, 1997 were $201,000, an increase of $105,000 or
109% over the same period in 1996. This increase was primarily the result of
the Company's acquisition of PracticeMatch and technology investments made in
1996. As a percentage of revenue, depreciation and amortization increased to 8%
for the three months ended March 31, 1997 as compared to 6% for the same period
in 1996. This increase was a result of increased capital expenditures in 1996
for upgrading and adding computer hardware, software and telecommunications
equipment, primarily associated with the acquired businesses.
Acquired in-process research and development costs. Acquired in-process
research and development costs for the three months ended March 31, 1997 were
$0, a decrease of $6.2 million or 100% over the same period in 1996. As
discussed above, in connection with the acquisitions of Formations and
PracticeMatch the Company acquired the ongoing research and development
activities of each entity. At the effective date of each acquisition the
Company recorded non-recurring charges resulting from expensing acquired
in-process research and development costs.
Net interest income(expense). Net interest income for the three months
ended March 31, 1997 was $41,000, compared to net interest expense of $52,000
for the same period in 1996. The improvement was a result of the interest
income earned on the net proceeds from the Company's initial public offering
and the decrease in interest expense resulting from the repayment of debt with
proceeds from the initial public offering.
Extraordinary items. The Company recorded extraordinary items for the
three months ended March 31, 1997 of $806,000 related to a one-time,
non-recurring, non-cash charge for bond discount and debt issue cost associated
with the early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
The Company completed its initial public offering of Common Stock in
January 1997 and received approximately $22.8 million in net proceeds.
Approximately $9.1 million of these net proceeds were used to repay a senior
subordinated note and certain notes issued in connection with the Company's
acquisition of PracticeMatch, to pay accrued dividends on the Company's Series
A and Series B Convertible Preferred Stock and to repay a bridge loan provided
by NationsBank. The Company intends to use the balance of the net proceeds of
its initial public offering, approximately $13.7 million, for working capital
and general corporate purposes, including potential acquisitions of healthcare
information businesses and development of new products.
In addition, in March 1997, NationsBank and the Company entered into a
Credit Agreement under which a $10.0 million revolving credit facility (the
"NationsBank Revolver") is available to the Company. The NationsBank
Revolver is secured by substantially all of the Company's assets. Under the
terms of the NationsBank Revolver the Company may, subject to customary terms,
conditions and covenants, borrow up to $10.0 million to fund working capital
needs as well as new product development and acquisitions. The Credit
Agreement for the NationsBank Revolver provides that the NationsBank Revolver
will bear interest at varying rates based on LIBOR and NationsBank's prime rate
and will mature on March 28, 1999. Under the terms of the NationsBank
Revolver, the Company is subject to various restrictive covenants regarding,
among other things, payment of any dividends, capital expenditures limitations,
incurrence of indebtedness from others in excess of certain amounts, and
consummation of certain mergers and acquisitions without the consent of the
lender. Financial covenants include, but are not limited to, maintaining debt
to capitalization ratios, minimum net worth ratios, debt service coverage
ratios and cash flow leverage ratios.
The Company currently has no specific plans with respect to the use of the
remaining $13.7 million of the net proceeds of its initial public offering or
the NationsBank Revolver, and the Company's cash flow from operations has
generally been sufficient to fund liquidity needs of the Company other than
acquisitions and new product
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<PAGE> 10
development. The Company anticipates that borrowings under the NationsBank
Revolver and the remaining net proceeds of the initial public offering will be
used principally for working capital and general corporate purposes, for
potential acquisitions of complementary businesses or products in the
healthcare information industry and for the development of additional products.
Although the Company continually seeks suitable acquisition candidates with
complementary businesses and products in the healthcare information industry,
it is not currently a party to any definitive agreement or letter of intent
regarding any acquisition. Pending the application of the net proceeds as
described above, the Company has invested the remaining net proceeds of its
initial public offering in short-term, interest-bearing, investment-grade
securities.
In January 1996, the Company and HealthPlan Services Corporation ("HPSC")
entered into a Securities Purchase Agreement, under which HPSC purchased
280,623 shares of Series B Convertible Preferred Stock for $2.0 million and
agreed to purchase up to $10.0 million in original principal amount of Senior
Subordinated Notes. In connection with the issuance of the Senior Subordinated
Notes, the Company agreed to issue warrants to purchase up to 432,101 shares of
Common Stock. In March 1996, the Company issued $6.9 million in original
principal amount of the Senior Subordinated Notes to HPSC and warrants to
purchase 298,150 shares of Common Stock. The Company used $1.5 million of the
proceeds from the sale of Series B Convertible Preferred Stock to complete the
acquisition of Formations. Medirisk used approximately $5.4 million of the
proceeds from the issuance of the Senior Subordinated Notes to complete the
acquisition of PracticeMatch. In addition, in connection with the
PracticeMatch acquisition, the Company issued acquisition notes to the sellers
in an aggregate amount of $1.1 million. The HPSC Senior Subordinated Note, a
NationsBank bridge loan and the acquisition notes were repaid in full upon the
completion of the Company's initial public offering in January 1997. Upon such
repayment, HPSC's obligation to purchase additional Senior Subordinated Notes
terminated.
The Company has working capital of $12.6 million as of March 31, 1997 as
compared to a working capital deficit of $2.5 million as of December 31, 1996.
This increase is due primarily to the receipt of the net proceeds of the
Company's initial public offering.
Net cash provided by operating activities totaled $146,000 for the three
months ended March 31, 1997 as compared to $226,000 for the same period in
1996. The decrease of $80,000 was the result of timing of payments related to
accounts payable and accrued expenses.
Net cash used in investing activities was $103,000 for the three months
ended March 31, 1997 as compared to $6.5 million for the same period in 1996.
In 1996, $6.4 million was used to fund the acquisition of Formations and
PracticeMatch. No acquisitions were made in the same period in 1997.
Net cash provided by financing activities was $13.5 million for the three
months ended March 31, 1997 as compared to $8.3 million for the same period in
1996. As previously discussed, in 1997 the Company retained $13.7 million of
the net proceeds from its initial public offering, and the cash provided in
1996 resulted from the net proceeds under the HPSC Securities Purchase
Agreement.
After the application of the net proceeds from its initial public
offering, the Company believes that the remaining proceeds, borrowings under
the NationsBank Revolver and cash generated from operations will be sufficient
to meet the capital expenditure and working capital needs for the Company's
operations for the next 12 months. The Company's future liquidity and cash
requirements will depend on a wide range of factors, including development
costs associated with new products, enhancements of existing products, and
acquisitions. Although the Company has no present commitments or agreements
regarding acquisitions, the Company's strategy is to acquire additional
complementary products and businesses. If the proceeds of the Offering,
borrowings under the NationsBank Revolver and cash flow from operations are not
sufficient to fund such acquisitions, the Company will be required to seek
additional financing, and there can be no assurance that such financing will be
available in amounts and at terms acceptable to the Company.
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<PAGE> 11
EFFECTS OF INFLATION
Management does not believe that inflation has had a material impact on
results of operations for the periods presented. Substantial increases in
costs, particularly the cost of labor for product development, marketing and
sales, could have an adverse impact on the Company and the healthcare
information industry.
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral forward-looking
statements contained in the Company's filings with the Securities and Exchange
Commission (the "Commission") and its reports to stockholders. Statements made
in this Quarterly Report on Form 10-Q, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. Such forward-looking statements are made based on
management's belief, as well as on assumptions made by, and information
currently available to, management, and are made pursuant to, and in reliance
upon, the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. The Company's actual results may differ materially from the
results anticipated in these forward-looking statements due to numerous
factors, including the following: History of Operating Losses and Uncertain
Profitability; Risks Related to Growth; Risks of Integration of Acquired
Operations; Dependence on Data Sources and AMA Licenses; Dependence on
Intellectual Property Rights; Uncertainty and Consolidation in the Health Care
Industry; Risks of Rapid Technological Change; Intense Competition; Risks of
Customer Concentration; Potential for System Defects; Concentration of
Ownership; Dependence on Key Personnel; Variable Quarterly Operating Results
and Seasonality; No Prior Public Market and Possible Volatility of Stock
Price; Potential Adverse Effects of Substantial Number of Shares Eligible for
Future Sale; Adverse Impact of Anti-takeover Provisions; No Dividends; and
Risks Associated with Unspecified Use of Proceeds. For a more complete
discussion of these factors, please see the section entitled "Risk Factors" in
the Company's Registration Statement on Form S-1, as amended, as originally
filed with the Commission on September 28, 1996, Registration Number 33-12311.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Registrant currently maintains all cash in United States dollars in
highly liquid, interest-bearing, investment-grade instruments with maturities
of less than three months, which the Company considers cash equivalents;
therefore, the Registrant has no "market risk sensitive instruments," and no
disclosure is required under this Item.
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<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 - Statements of Computation of Per Share Loss.
27 - Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K
During the quarter ended March 31, 1997, the Company did not file any
reports on Form 8-K.
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<PAGE> 13
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.
Medirisk, Inc.
May 13, 1997 By:/s/ Kenneth M. Goins, Jr.
------------------------------------
Kenneth M. Goins, Jr.
Executive Vice President
Chief Financial Officer
(duly authorized and principal
financial officer)
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<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
11 Statements of Computation of Per Share Loss
27 Financial Data Schedule (for SEC use only).
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<PAGE> 1
EXHIBIT 11
MEDIRISK, INC. AND SUBSIDIARIES
STATEMENTS OF COMPUTATION OF PER SHARE LOSS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------
1997 1996
------- -------
<S> <C> <C>
Net loss attributable to common stock ($749) ($6,278)
Weighed average number of common shares outstanding 3,265 2,217
Net loss per share of common stock ($0.23) ($2.83)
======= =======
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE MEDIRISK, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31, 1997 AND THE MEDIRISK, INC. CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
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0
0
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</TABLE>
