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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (the "Act")
MEDQUIST INC.
(Exact name of registrant as specified in its charter)
For the fiscal year ended December 31, 1998 Commission file number 0-19941
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)
(Registrant's telephone number, including area code) (609) 596-8877
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock (no par value)
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 report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of Registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates was approximately $ million on March 23, 1999, based on the
closing price of Registrant's Common Stock as reported on the Nasdaq National
Market as of such date.
The number of shares of the Registrant's Common Stock, no par value,
outstanding as of March 22, 1999 was 33,727,120.
DOCUMENTS INCORPORATED BY REFERENCE
The following document is incorporated by reference.
Part III - Proxy Statement to be filed with the Commission in
connection with the 1999 Annual Meeting.
PART I
Item 1. BUSINESS
MedQuist is the leading national provider of medical transcription
services, a key component in the provision of healthcare services. Transcription
is the process by which dictation is converted into an electronic medical
report. The timely production of accurate reports is necessary for patient care
and for healthcare providers to receive reimbursement. Through our approximately
6,000 transcriptionists, proprietary software, sophisticated digital dictation
equipment and ability to interface with healthcare providers' computer systems,
we provide customized solutions to shorten our customers' billing cycles and
reduce their overhead and other administrative costs. We serve approximately
2,300 clients nationwide through our 77 client service centers.
As a result of internal growth and acquisitions, our revenue has
increased from $61.5 million in 1996 (before restatements for acquisitions
accounted for as pooling of interests) to $271.7 million in 1998. Our
experienced management team and operating structure have enabled us to improve
our operating margins. Our growth has enabled us to take advantage of
efficiencies such as a larger network of transcriptionists and increased
negotiating power with our vendors, including telecommunication providers.
Recent Developments
On December 10, 1998, MedQuist acquired The MRC Group, Inc. in a
pooling of interests transaction issuing approximately 8.61 million shares of
common stock. MRC, now a subsidiary of MedQuist, serves approximately 500
clients and employs approximately 2,400 experienced medical transcriptionists.
For the year ended December 31, 1997, MRC had revenue of approximately $108.0
million.
We believe that the MRC acquisition will enable us to better utilize key
resources. In addition to the reduction of corporate overhead costs by combining
accounting, legal and human resources, the addition of transcriptionists will
permit a more efficient workflow and faster customer service. In 1997, MRC's
operating income, before its restructuring charge, was 1.1% of total revenue
while MedQuist's operating income, before restating for the pooling of interests
acquisitions, was 14.1% of total revenue. We believe that, over time, the
operating margins of the combined company will continue to improve and achieve
levels comparable to MedQuist's historical performance as a stand-alone company.
History
MedQuist was incorporated in New Jersey in 1984 and reorganized in 1987
as a group of out-patient healthcare businesses affiliated with a non-profit
healthcare provider. In May 1994, we acquired our first medical transcription
business, Transcriptions, Ltd. By the end of 1995, we had divested all of our
non-medical transcription businesses, and through December 31, 1998, we had
acquired MRC and 17 other medical transcription companies.
Industry Overview
Medical transcription is the process by which free-form dictated patient
information is recorded and converted into a useable format, electronically
routed to the appropriate location and added to a patient's medical record.
Physicians and other healthcare providers use this information for delivery of
patient care. Administrative personnel use the information for billing and
other administrative purposes. Accurate and prompt transcribed records are
required for reimbursement and to avoid healthcare fraud and abuse penalties.
We expect that, as the percentage of medical records that are stored
electronically continues to grow, the information management uses for such
records will increase.
The majority of dictated reports are generated within the medical
records departments of hospitals. Historically, transcription services were
performed by hospital employees and were costly and difficult to manage.
Examples of these reports include patient histories, discharge summaries,
operative reports and consultation reports. Increasingly, other hospital
departments, such as radiology, emergency, oncology, pediatrics and cardiology,
are dictating reports to improve delivery of care and administrative functions.
Health maintenance organizations, out-patient clinics and physician practice
groups are also expanding their use of transcribed medical reports.
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We believe the market for outsourced transcription services will expand
due in part to the following trends:
Consolidation. As healthcare providers consolidate and increase in size,
their information management needs become more complex and they increasingly
require larger and more sophisticated vendors.
Connectivity. The exchange of patient information and the delivery of
patient care must be coordinated among many entities, including physicians,
hospitals and managed care companies. Increasingly, healthcare organizations
are centralizing patient data into an accessible system creating economies of
scale to reduce overall healthcare costs and to improve the efficient delivery
of patient care. Accurate medical transcription and distribution and storage of
transcribed records are critical to such coordination.
Cost Containment. Outsourcing services in the healthcare industry
continues to increase as a means to reduce administrative burdens and fixed
costs. Hospitals and other healthcare organizations increasingly are
outsourcing their electronic transcription of dictated patient records as their
information needs and volume of dictated reports expand. Outsourcing
transcription services permits providers:
o to reduce overhead and other administrative costs;
o to improve the quality of reports;
o to access leading technologies without development and investment
risk; and
o to obtain the expertise to implement and manage a system tailored to
the providers' specific requirements.
Compliance. Government agencies are increasingly focused on fraud and
abuse in the healthcare industry. For example, under Medicare, providers must
submit detailed documentation in order to receive reimbursement. In many
instances, providers have been fined and penalized for failing to substantiate
claims for reimbursement in an audit. As a result, Medicare, the insurance
industry and, in some cases healthcare accreditation organizations, are
requiring transcribed reports:
o to support claims for reimbursement;
o to facilitate communication between various parts of a healthcare
network;
o to improve the quality and efficiency of patient care; and
o to retain and provide reliable information in the event of malpractice
litigation.
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Strategy
Our objective is to maintain our position as the leading national
provider of medical transcription services and to enhance that position as the
information needs of healthcare providers continue to expand and evolve.
The key elements of our strategy include the following:
Expand Existing Client Relationships. We provide most of our
transcription services to hospital medical records departments. We seek to
increase our share of transcription services through our close and continuing
client relationships as these departments outsource more of their transcription
requirements and as the volume of patient records continues to grow. In
addition, we will continue to penetrate the direct care departments at
hospitals such as radiology, emergency, oncology, pathology, pediatrics and
cardiology, within our existing client base. Historically, these departments
have not dictated their patient data or outsourced the transcription of their
patient data to the same extent as medical records departments.
Extend Current Client Base. We will continue to extend our base of
traditional hospital clients and to pursue additional clients such as health
maintenance organizations, out-patient clinics and physician practice groups
which we believe will represent a growing percentage of the available market.
Based upon input from new clients, we believe that references from our existing
client base represent a key component of our sales and marketing efforts.
Capitalize on Operating Expertise. Our experienced management team and
our operating structure have enabled us to consistently improve our operating
margins by spreading the fixed portion of our overhead over a growing revenue
base. We will focus on continuing to grow our revenue to take advantage of
efficiencies such as
-4-
a larger network of transcriptionists and increased negotiating power with our
vendors, including telecommunication providers.
Pursue Strategic Relationships. We have initiated relationships with
developers and end-users of emerging technologies to create enhanced services
for our clients. We will continue to incorporate advances in technology to
improve the efficiency of our operations, reduce our costs, expand the breadth
and functionality of our services and enhance our competitive position.
Pursue Strategic Acquisitions. The medical transcription industry is
highly fragmented with approximately 1,500 providers of outsourced medical
transcription services. Most of these are small companies that lack the
financial resources or the technological capabilities necessary to provide
transcription services nationwide. We will continue to pursue acquisitions that
will expand our client base, network of qualified transcriptionists and
geographic presence.
MedQuist Services
Through our approximately 6,000 transcriptionists, proprietary software,
sophisticated digital dictation equipment and ability to interface with
healthcare providers' computer systems, we provide customized solutions to
shorten our customers' billing cycles and reduce their overhead and other
administrative costs. In addition to hospital medical records departments, our
target markets include patient care departments, such as radiology, emergency
rooms, oncology, pathology, pediatrics and cardiology departments, health
maintenance organizations, physician practice groups and out-patient clinics.
We record and store free-form medical dictation, transcribe the dictation
into reports, and electronically receive, review and distribute final reports to
a client. Authorized individuals at multiple locations can access this
electronic information when needed for administrative, billing and patient care
purposes.
We have designed our system to enable clients and individual healthcare
providers to review the status of particular patient data and transcribed
reports at any point in time and to advise us whether the production of a
particular report requires acceleration. In addition, our system permits us to
monitor our on-time performance, especially with respect to critical reports
requiring turnaround times of less than 24 hours.
-5-
We serve approximately 2,300 clients through 77 client service centers
nationwide. Each client service center is run by a manager who is supported by
three additional levels of operating management. Due to the large number of
trained transcriptionists and our ability to allocate work among them
efficiently, we believe that we are able to reduce the production turnaround
times for transcribed medical reports. An in-house staff or small transcription
company generally cannot achieve these efficiencies to the extent that we can.
Our system provides editing and electronic review capabilities, such as specific
reference to pages or clauses to alert clients to potential deficiencies, that
increase accuracy and reliability.
Our system provides flexibility to address individual client needs. We
are capable of modifying the system to interface with existing client systems.
Our technical staff works closely with our clients, both before and after
installation, to develop system modifications and refinements.
Medical Transcriptionist Recruitment
One of the most significant challenges to our continued growth is the
successful recruitment and retention of qualified transcriptionists. To address
this challenge, we have enhanced our recruitment process, increased training
and formed strategic relationships with various schools across the country.
We have hired a Director of National Recruitment and at least two
recruiters in each of our three regional groups. In addition, each client
service center has at least one person designated to monitor and manage
recruitment efforts.
Currently, we are experimenting with software that monitors
transcriptionist quality and should allow us to implement an accelerated
training program so that less experienced transcriptionists can be hired and
trained efficiently. In addition, we have established a "Partners in Education"
program with adult education programs, vocational technology schools, and
colleges offering medical transcription training programs.
Sales and Marketing Efforts
Our existing client base is a key component of our marketing and sales
strategy. Based on input from new clients, we believe that new clients have
utilized our services in large part due to recommendations and references by
our existing national client base. All office managers and operational vice
presidents, as well as our senior management, including Mr. Cohen, have sales
responsibilities.
-6-
We utilize a consultative sales and marketing approach by establishing a
working relationship with our clients through a series of direct meetings with
the chief financial officer, health information manager, chief information
officer and other key individuals at the client's organization. In this manner,
we obtain information concerning the particular needs of a client and educate
the client as to how our services can be customized to meet those needs. As
part of our marketing efforts, we also advertise in national healthcare trade
publications (including those sponsored by the American Health Information
Management Association) and participate in industry conventions.
Business Partners and Relationships
We are always evaluating emerging technologies and apply them as
appropriate to make our services more reliable, efficient and cost-effective,
and to assist our clients in meeting their transcription and document
management needs. We have initiated relationships with developers and end-users
of emerging technologies, such as voice-recognition, data mining and outcomes
analysis and Internet based telecommunications to create value added services
for our clients and to participate in the development of the computer based
patient record. Our Senior Vice President-New Business Development oversees our
strategic partnerships and manages our research and development department that
integrates these partnerships into useable product and service offerings. Some
of our current business partners and relationships in exploring these emerging
technologies are described below.
WebMD is an Internet-based healthcare network that connects physicians,
hospitals, third-party payers, and consumers to a virtual marketplace of
medical information, tools, and services. WebMD provides its subscribers with
access to our medical transcription services on its website.
Lernout & Hauspie Speech Products, N.V. is a global leader in advanced
speech and
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language solutions for vertical markets, computers, automobiles,
telecommunications, embedded products, consumer goods and the Internet.Lernout &
Hauspie is making the speech user interface the keystone of simple, convenient
interaction between humans and technology, and is using advanced translation
technology to break doen language barriers. With Lernout & Hauspie, we have
developed a clinical workstation that integrates voice recognition, structured
input and free-form dictation.
Synthesys Technologies, Inc. develops innovative clinical data repository
solutions for the healthcare industry. We have a co-marketing agreement with
Synthesys to sell Synthesys' data mining and outcomes analysis software to our
customer base. The software includes a search engine that provides for analysis
of transcribed clinical data.
MasterChart is a provider of solution-based technology to leading
healthcare system providers. Through an agreement with MasterChart, we offer the
Physassist Portable Dictation, a hand-held digital recorder; Respond, an
Internet document management system; and MasterChart Integration Engine, a
message translation control and monitoring middleware. MasterChart also provides
product development and software design services to MedQuist.
-8-
Item 2. PROPERTIES
The Company does not own any real property. The Company leases office
and other space for 77 service centers nationally. The Company's typical service
center ranges in size from 1,000 to 7,000 square feet and is leased for a term
ranging from three to five years. The Company's executive offices comprise
14,000 square feet and has 5 years remaining on its lease. The Company believes
that there is adequate office space available to it should it need to move or
expand and that minimal leasehold improvements are required in order to open a
new location.
Item 3. LEGAL PROCEEDINGS
Although the Company from time to time in the course of the operation
of its business is subject to various legal proceedings, the Company is not
currently a party to any material pending legal proceeding nor, to the knowledge
of the Company, is any material legal proceeding currently threatened.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 10, 1998, the Company held a Special Meeting of its
shareholders at which the acquisition by merger of The MRC Group, Inc. was
approved. The number of votes cast for, against, as well as abstentions and
broker non-votes as to such matter is as follows:
15,302,593 shares voted for the proposal;
20,646 shares voted against the proposal;
47,952 shares abstained; and
0 broker non-votes.
-9-
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The common stock is traded on the Nasdaq National Market under the
symbol "MEDQ". The following table sets forth the high and low reported prices
for the Common Stock for the last two fiscal years and for the first quarter of
1999. The bid quotations for the Nasdaq National Market reflect inter-dealer
prices, do not include retail mark-ups, mark-downs or commissions and may not
necessarily reflect actual transactions.
High Low
---------- ----------
1997
First Quarter ............................ $ 9.33 $ 7.17
Second Quarter ........................... 10.42 6.33
Third Quarter ............................ 12.00 9.33
Fourth Quarter ........................... 17.56 10.81
1998
First Quarter ............................ $ 19.56 $ 15.00
Second Quarter ........................... 29.38 17.63
Third Quarter ............................ 33.00 20.50
Fourth Quarter ........................... 40.00 21.75
1999
First Quarter (through March 22) ......... $ 39.00 $ 29.25
The above noted bid quotations reflect a three for two stock split
effected on September 9, 1997 and a two for one stock split effected on June
15, 1998.
On March 22, 1999 the closing sale price for the Common Stock, as
reported on the Nasdaq National Market, was $30.06 per share.
We have never declared or paid any cash dividends on our capital stock.
We expect to retain any future earnings to fund operations and the continued
development of our business and, therefore, do not anticipate paying any cash
dividends in the foreseeable future. In addition, our agreements with our
senior lender restrict the payment of dividends.
-10-
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following financial information is derived from MedQuist's audited
financial statements for the years ended December 31, 1996, 1997 and 1998
included in this Form 10-K, from its audited financial statements for the year
ended December 31, 1995, and from its unaudited financial statements for the
year ended December 31, 1994. The Company's financial statements have been
restated to reflect MedQuist's 1998 acquisitions accounted for as pooling of
interests. This information is only a summary and you should read it in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations", MedQuist's financial statements and related notes
and other information that MedQuist has filed with the SEC.
Year Ended December 31,
--------------------------------------------------------------------
(In thousands, except per share data)
1994 1995 1996 1997 1998
---------- ----------- ----------- ------------- -----------
Statement of Operations Data:
Revenue ....................................... $59,228 $109,657 $152,109 $ 216,158 $271,655
Costs and expenses:
Cost of revenue .............................. 46,873 86,265 118,978 169,235 209,587
Selling, general and administrative .......... 6,184 9,144 11,908 14,362 16,061
Depreciation ................................. 2,581 5,752 7,372 10,339 12,697
Amortization of intangible assets ............ 264 896 3,150 5,652 3,757
Transaction costs and restructuring
charges ..................................... -- 347 644 2,075 18,221
------- -------- -------- --------- --------
Total operating expenses .................... 55,902 102,404 142,052 201,663 260,323
------- -------- -------- --------- --------
Operating income .............................. 3,326 7,253 10,057 14,495 11,332
Interest expense (income), net ................ 2,648 4,252 2,049 469 (325)
------- -------- -------- --------- --------
Income from continuing operations before
income taxes ................................. 678 3,001 8,008 14,026 11,657
Income tax provision (benefit) ................ (529) 640 2,720 5,293 8,472
------- -------- -------- --------- --------
Income from continuing operations ............. 1,207 2,361 5,288 8,733 3,185
Discontinued operations ....................... 1,612 (1,729) -- -- --
Extraordinary item ............................ -- (545) -- -- --
------- -------- -------- --------- --------
Net income .................................... 2,819 87 5,288 8,733 3,185
Inducement of warrant exercise ................ -- -- (707) -- --
------- -------- -------- --------- --------
Net income available to common
shareholders ................................. $ 2,819 $ 87 $ 4,581 $ 8,733 $ 3,185
======= ======== ======== ========= ========
Basic income per share:
Continuing operations ........................ $ 0.12 $ 0.23 $ 0.22 $ 0.28 $ 0.10
Discontinued operations ...................... 0.17 (0.17) -- -- --
Extraordinary item ........................... -- (0.05) -- -- --
Inducement of warrant exercise ............... -- -- (0.03) -- --
------- -------- -------- --------- --------
$ 0.29 $ 0.01 $ 0.19 $ 0.28 $ 0.10
======= ======== ======== ========= ========
Diluted income per share:
Continuing operations ........................ $ 0.12 $ 0.22 $ 0.20 $ 0.26 $ 0.09
Discontinued operations ...................... 0.17 (0.16) -- -- --
Extraordinary item ........................... -- (0.05) -- -- --
Inducement of warrant exercise ............... -- -- (0.03) -- --
------- -------- -------- --------- --------
$ 0.29 $ 0.01 $ 0.17 $ 0.26 $ 0.09
======= ======== ======== ========= ========
Balance Sheet Data:
As of December 31,
-----------------------------------------------------------------------
(In thousands)
1994 1995 1996 1997 1998
-------- -------- -------- --------- --------
Working capital ................................ $ 6,453 $ 13,142 $ 33,483 $ 36,608 $ 41,852
Total assets ................................... 85,811 91,191 158,551 173,773 187,311
Long-term debt, net of current portion ......... 39,577 23,342 9,964 7,589 215
Shareholders' equity ........................... 12,096 30,572 120,710 131,373 151,186
-11-
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
We are the leading national provider of medical transcription services.
Our fees are based primarily on contracted rates with our customers. We
recognize revenue when we render services and deliver reports to our customers.
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. 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, but include certain variable components.
From 1995 through 1998, we completed 18 acquisitions. Five acquisitions
completed in 1998, including the acquisition of MRC, were accounted for as
pooling of interests. Four of these acquisitions were material and,
accordingly, we restated our financial statements.
On December 10, 1998, MedQuist acquired MRC through the issuance of
approximately 8.61 million shares of the Company's common stock. We believe that
the MRC acquisition will better enable us to better utilize crucial resources
and reduce corporate overhead by combining accounting, legal and human
resources. Further, the additional transcriptionists should permit a more
efficient workflow and faster customer service. In 1997, MRC's revenue and
operating income, before its restructuring charge, were $108.0 million and $1.2
million, or 1.1% of its revenue. MedQuist's operating income, before restating
for its pooling of interests acquisitions, was 14.1% of revenue in 1997. We
believe that, over time, the operating margins of the combined company will
continue to improve and achieve levels comparable to MedQuist's historical
performance as a stand-alone company.
Results of Operations
The following table sets forth, for the periods indicated, certain
financial data as a percentage of revenue, as restated for our acquisitions
accounted for as a pooling of interests:
Year Ended December 31,
---------------------------------------
1996 1997 1998
----------- ----------- -----------
Revenue .............................................. 100.0% 100.0% 100.0%
Costs and expenses:
Cost of revenue ..................................... 78.2 78.3 77.2
Selling, general and administrative ................. 7.8 6.6 5.9
Depreciation ........................................ 4.9 4.8 4.7
Amortization of intangible assets ................... 2.1 2.6 1.4
Transaction costs and restructuring charges ......... 0.4 1.0 6.7
------ ------ ------
Operating income ..................................... 6.6 6.7 4.1
Interest income (expense), net ....................... ( 1.4) ( 0.2) 0.1
------ ------ ------
Income before income taxes ........................... 5.2 6.5 4.2
Income tax provision ................................. 1.8 2.5 3.1
------ ------ ------
Net income ........................................... 3.4% 4.0% 1.1%
====== ====== ======
---------------------------------
Year Ended December 31, 1998 Compared to
Year Ended December 31, 1997
Revenue. Revenue increased 25.7% from $216.2 million in 1997 to $271.7
million in 1998. The $55.5 million increase as compared to 1997 was composed of
$43.5 million from internally generated growth and $12.0 million from
acquisitions accounted for as purchase transactions.
Cost of Revenue. Cost of revenue increased 23.9% from $169.2 million in
1997 to $209.6 million in 1998 and was directly related to the increase in
revenue. As a percentage of revenue, cost of revenue decreased from 78.3% in
1997 to 77.2% in 1998 due primarily to the improved direct margins of MRC's
business in 1998 versus 1997.
-12-
Selling, General and Administrative. Selling, general and
administrative expenses increased 11.8% from $14.4 million in 1997 to $16.1
million in 1998. The increase was due primarily to increased administrative
costs to support the increase in revenue, in addition to increased technology
development costs. This increase was partially offset by decreased marketing
costs at MRC. As a percentage of revenue, selling, general and administrative
expenses decreased from 6.6% in 1997 to 5.9% in 1998. The percentage decrease
was due primarily to our ability to spread the fixed portion of our overhead
over a larger revenue base.
Depreciation. Depreciation increased 23.3% from $10.3 million in 1997 to
$12.7 million in 1998. The increase in depreciation was a result of increased
capital expenditures to support the growth in revenue. As a percentage of
revenue, depreciation remained relatively constant at 4.7% in 1998 compared to
4.8% in 1997.
Amortization. Amortization of intangible assets was $5.7 million in 1997
compared to $3.8 million in 1998. The amount in 1997 includes amortization of
noncompete agreements from prior business acquisitions that were fully
amortized in late 1997.
Interest. We had interest expense of $469,000 in 1997 and interest
income of $325,000 in 1998. We repaid a significant portion of our debt in 1997
and invested our excess cash in 1998.
Transaction Costs and Restructuring Charges. In 1998, we (1) incurred
$11.0 million of transaction costs associated with pooling of interests
business combinations, (2) incurred $682,000 of transaction costs related to
MRC's terminated initial public offering and (3) recorded a $6.5 million
restructuring charge associated with the MRC acquisition.
As of December 31, 1998, $10.5 million of transaction costs associated
with the pooling of interests acquisitions had been paid, with $500,000 included
in accrued expenses for payments scheduled to be made in 1999.
In June 1998, MRC filed a registration statement for an initial public
offering that was terminated in September 1998 upon signing the merger
agreement with the Company. All transaction costs related to MRC's terminated
initial public offering were paid in 1998.
In December 1998, our board of directors approved a restructuring plan
associated with the MRC acquisition. When the board approved 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 expect to complete the restructuring in 1999. As of December 31,
1998, $567,000 of the employee severance and $410,000 in other restructuring
costs had been paid. At December 31, 1998, $5.6 million was included in accrued
expenses related to the restructuring.
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 December 31,
1998, $1.2 million related to closed facility leases remained in accrued
expenses.
Year Ended December 31, 1997 Compared to
Year Ended December 31, 1996
Revenue. Revenue increased 42.1% from $152.1 million in 1996 to $216.2
million in 1997. The $64.1 million increase as compared to 1996 was composed of
$53.1 million from internally generated growth and $11.0 million from
acquisitions accounted for as purchase transactions.
Cost of Revenue. Cost of revenue increased 42.2% from $119.0 million in
1996 to $169.2 million in 1997. This increase was directly related to the
increase in revenue. As a percentage of revenue, cost of revenue remained
relatively constant at 78.2% in 1996 as compared to 78.3% in 1997.
Selling, General and Administrative. Selling, general and
administrative expenses increased 21.0% from $11.9 million in 1996 to $14.4
million in 1997. The increase was due primarily to increased administrative
costs to support the increase in revenue, in addition to increased marketing
costs and technology development costs incurred by MRC. As a percentage of
revenue, selling, general and administrative expenses decreased from 7.8% in
1996 to 6.6% in 1997. The percentage decrease was due primarily to our ability
to spread the fixed portion of our overhead over a larger revenue
base.
-13-
Depreciation. Depreciation increased 39.2% from $7.4 million in 1996 to
$10.3 million in 1997. The increase in depreciation was a result of capital
expenditures made to support the growth in revenue. As a percentage of revenue,
depreciation remained relatively constant at 4.8% in 1997 compared to 4.9% in
1996.
Amortization. Amortization of intangible assets was $5.7 million in 1997
as compared to $3.2 million in 1996. The increase in 1997 was attributable to
the acquisitions made in 1996 and 1997 accounted for as purchase transactions.
Interest. Interest expense decreased from $2.0 million in 1996 to
$469,000 in 1997. The decrease in 1997 was primarily related to the payment of
our senior term loans, reduced borrowings under our revolving credit facility
and the payment of the cash portion of the deferred purchase price on May 30,
1996 for our 1994 acquisition of Transcriptions, Ltd. This deferred purchase
price was paid using a portion of the proceeds from our 1996 common stock
offering. In 1996 we recorded $640,000 of non-cash imputed interest expense
associated with the Transcriptions, Ltd. deferred purchase price.
Restructuring Charges. MRC incurred restructuring charges of $2.1 million
in 1997 and $644,000 in 1996. These charges were related to the closure and
consolidation of less profitable or redundant facilities. In addition, the 1997
restructuring charge included other acquisition and integration costs incurred
in connection with MRC's acquisition of Medical Records Corp.
Liquidity and Capital Resources
At December 31, 1998, we had working capital of $41.9 million, including
$15.9 million of cash and cash equivalents, and no outstanding bank debt. During
1998, our operating activities provided cash of $22.9 million and during 1997,
our operating activities provided cash of $ 21.4 million. Our cash flow from
operating activities is generated primarily from our net income before
depreciation and amortization, partially offset by increases in accounts
receivable. In 1998, the increase in operating cash flow was also affected by
increased accrued expenses, primarily related to the restructuring charge.
During 1998, we used cash for investing activities of $15.9 million,
consisting primarily of $14.0 million of capital expenditures. In addition, we
generated $4.0 million in cash from sales of short-term investments and used
$4.4 million for the acquisition of three transcription businesses accounted
for under the purchase method. In addition, we paid $1.4 millon to a dissenting
shareholder in connection with the Signal acquisition. During 1997, we used
cash for investing activities of $18.4 million, consisting primarily of $13.7
million of capital expenditures. In addition, in 1997 we generated $1.0 million
in cash from sales of short-term investments and used $5.6 million for the
acquisition of eight transcription businesses accounted for under the purchase
method.
During 1998, cash used in financing activities was $5.5 million,
consisting primarily of $10.0 million of debt repayments and $1.0 million of
distributions to former stockholders of acquired S-corporations, offset by $5.5
million in proceeds from the issuance of common stock, including option and
warrant exercises and sales in connection with employee benefit plans. During
1997, cash used in financing activities was $3.5 million, consisting primarily
of $3.8 million of debt repayments, and $1.1 million of shareholder
distributions to former stockholders of acquired S-corporations, and $676,000 to
purchase and retire common stock, offset by $2.0 million in proceeds from the
issuance of common stock, including option and warrant exercises and sales in
connection with employee benefit plans.
We have a borrowing facility with Chase Manhattan Bank. The Chase
facility provides for a $10.0 million senior unsecured revolving credit
facility expiring April 23, 2000. The Chase facility bears interest at
resetting rates selected by the Company from various alternatives. The interest
rate alternatives are either (1) the greater of (a) prime rate, (b) the federal
funds rate plus 0.5%, and (c) the bank's certificate of deposit rate plus 1%,
or (2) LIBOR plus 0.75%. The Chase facility also allows us 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 Chase facility and amortized over five-year periods (20
consecutive quarters). Each acquisition term loan that is created would
permanently reduce the remaining Chase facility commitment by a like amount.
We can use the Chase facility for working capital and general corporate
purposes. If any amounts under the Chase facility are repaid, other
-14-
than acquisition term loans, we may reborrow such amounts. The Chase facility
includes financial and other covenants applicable to us, including limitations
on capital expenditures and dividends. As of March 22, we had no outstanding
borrowings under the Chase facility.
We believe that cash flow generated from operations and borrowing
capacity under the Chase facility will be sufficient to meet our current
working capital and capital expenditure requirements. In 1999, we expect capital
expenditures as a percentage of revenue to be consistent with prior years.
Year 2000 Compliance
We are aware of the issues associated with the programming code in
existing computer systems as 2000 approaches. The Year 2000 problem is
pervasive and complex as virtually every computer operation will be affected in
some way by the rollover of the two digit year value to 00. The issue is
whether computer systems will recognize date sensitive information when the
year changes to 2000. Systems that do not properly recognize such information
could generate erroneous data or cause a system to fail. We rely on our systems
in operating and monitoring all aspects of our business. We also rely on the
external systems of our customers, suppliers, telecommunication carriers,
utilities and other organizations with which we do business.
We have approached the Year 2000 problem in the following manner:
o assessing, correcting and testing our internal systems;
o obtaining assurance or information on the state of Year 2000 readiness
of our material clients and suppliers; and
o developing contingency plans, when practical, to address expected Year
2000 failures.
-15-
A discussion of each of these areas follows.
Internal Systems. In 1998, we conducted an assessment of our internal
systems. This assessment covered embedded computer chips, computer software,
computer hardware, telephones, communications equipment, facsimile equipment,
scanners, copiers and voice recording systems which we own and were able to
identify as critical to our ability to provide services to our clients. The
assessment identified a variety of software and hardware issues that we needed
to address to be prepared for 2000. Some of these issues include the need to:
o upgrade or modify the BIOS (programs which allow personal computers to
run) on some of our PCs (or replace the PC);
o modify some of our server operating systems;
o reset the dates or modify some of our voice capture systems;
o modify the date fields of some of our interfaces;
o upgrade the version level of the transcription software of some of our
users and clients;
o accelerate the conversion of some clients from outdated software
applications to compliant software applications; and
o upgrade some of the financial systems.
June 30, 1999 is our internal target for rectifying Year 2000 issues for
all mission critical applications. From July 1 to December 31, 1999, we plan to
retest critical systems and evaluate non-critical applications for potential
Year 2000 compliance issues.
Clients and Suppliers. We also have exposure to Year 2000 problems that
may be experienced by others. These risks include the inability to exchange
electronic data and the risk of disruptions and failures of persons with whom
we do business or on whom we or our clients rely. Our business interacts with
or depends on the systems of clients, suppliers, telecommunication carriers,
utilities, vendors, financial institutions and others. If we are not able to
exchange information electronically with our clients and transcriptionists our
business may be materially impacted. For example, our business relies heavily
on telephone services. If phone service is lost, we will be unable to provide
services until phone service is restored or contingency plans can be put in
place.
If our clients, suppliers, vendors and financial institutions are not
Year 2000 compliant, there may be a material disruption to their businesses.
These disruptions could negatively impact us in many ways, including:
o a client may be unable to pay us;
-16-
o a financial institution may be unable to process checks drawn on our
bank accounts, accept deposits or process wire transfers;
o vendor deliveries of computer equipment and other supplies may be
delayed or cease;
o voice and data connections we use to share information may be
interrupted; and
o brokers who make a market in our stock may not be able to trade our
stock.
This list is not comprehensive. Other interruptions to our normal
business activities may occur, the nature and extent of which we cannot
foresee. In an effort to minimize the exposure to such third party Year 2000
problems, we have initiated a process of obtaining written assurances from
these third parties that they will be Year 2000 compliant. Based on the
response we receive from the third parties, we are identifying the associated
risks to our business and making necessary changes.
Contingency Plans. We are developing Year 2000 contingency plans where
practical. These plans address alternatives to electronic processing of medical
information, payroll, vendor payments, cash receipts from clients and
communicating without e-mail. These plans include identifying alternative
sources of goods and services and performing certain tasks manually. For
example, these contingency plans include requiring physicians to dictate into
hand held devices, delivering tapes from these devices to transcriptionists
and printing paper copies of reports to be delivered to clients.
In some situations, however, it is impractical to have an effective
contingency plan. For example, a failure of our primary banking institution may
interrupt our cash receipts and our ability to pay our employees and vendors in
a timely manner. Our contingency plan may call for paying employees in cash,
but may not be practical due to the amount of cash involved, the number of
locations and the number of individuals to be paid. The number of Year 2000
failures we suffer may exceed our ability to address them all at one time. In
addition, significant Year 2000 failures by third parties, including clients,
may jeopardize our financial strength. In severe circumstances, our ability to
continue as a going concern may be threatened or we may fail. We believe,
however, that we are taking reasonable and prudent steps to address the Year
2000 problem based on information currently available to us. We will continue
to monitor this issue and plan to modify our approach if we believe the
circumstances warrant such a change.
Based on the information available to date, we expect to incur
approximately $200,000 in expense to correct operational problems such as BIOS
fixes. We also believe we will incur approximately $1.2 million to replace and
upgrade voice capture systems, which will be capitalized and depreciated over
their estimated useful lives of five years.
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.
The following table provides information about our investment portfolio
at December 31, 1998. For investment securities, the table presents principal
amounts and related weighted average interest rates (dollars in thousands).
Cash and cash equivalents ......... $15,936
Average interest rate ............ 4.0%
Warrant investment ................ $ 900
Average interest rate ............ --
Total portfolio ................... $16,836
Weighted average interest rate ... 3.8%
-17-
The majority of our debt obligations were repaid in February 1999.
Remaining obligations consist primarily of relatively insignificant capital
lease obligations that mature through 2002.
Inflation
We believe that the effects of inflation and changing prices generally
do not have a material adverse effect on our results of operations or financial
condition.
Forward-Looking Statements
Some of the information in this Form 10-K 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) acquisitions; (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
relating to the classification of our transcriptionists; (11) potential
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 the 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-K.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements. The information called for
by this Item is set forth on Pages F-1 through F-21.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
DISCLOSURE
Not applicable.
-18-
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission in connection with
the 1999 Annual Meeting.
Item 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission in connection with
the 1999 Annual Meeting.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission in connection with
the 1999 Annual Meeting.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission in connection with
the 1999 Annual Meeting.
-19-
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Certificate of Incorporation of the Company
[incorporated by reference to Exhibit 1 of the Company's Current
Report on Form 8-K filed August 15, 1997].
3.2 By-Laws of the Company [incorporated by reference to Exhibit 3.2 of
the Company's 1993 Annual Report on Form 10-K (the "1993 10-K")].
3.3 Certificate of Designation of Terms of Preferred Stock [incorporated
by reference to Exhibit 3.3 of the Company's 1992 Annual Report on
Form 10-K (the "1992 10-K)].
4.1 Specimen Stock Certificate [incorporated by reference to Exhibit 4.1
of the Company's Registration Statement (No. 333-3050) on Form S-1
(the "1996 Registration Statement")].
*10.1 Agreement between the Company and Richard J. Censits, dated January
29, 1996 [incorporated by reference to Exhibit 10.1 of the 1996
Registration Statement].
*10.2 Incentive Stock Option Plan of the Company, dated January 1988
[incorporated by reference to Exhibit 10.2 of the Company's
Registration Statement (No. 33-95968) on Form S-1 (the "1992
Registration Statement")].
*10.3 Stock Option Plan of the Company, dated January 1992, as amended
[incorporated by reference to Exhibit 10.3 of the 1996 Registration
Statement].
*10.4 Nonstatutory Stock Option Plan for Non-Employee Directors of the
Company, dated January 1992 [incorporated by reference to Exhibit 10.4
of the 1992 Registration Statement].
*10.5 Employment Agreement by and between the Company and John R. Emery,
[incorporated by reference to Exhibit 10.5 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (the
"1996 10-K")].
*10.6 Employment Agreement by and between the Company and David A. Cohen,
dated May 1, 1994 ("Cohen Employment Agreement") [incorporated by
reference to Exhibit 10.33 of the Company's Form 10-Q for the
three-month period ended June 30, 1994 (the "6/30/94 10-Q")].
*10.7 Amendment to Cohen Employment Agreement, dated March 1, 1996
[incorporated by reference to Exhibit 10.7 of the 1996 Registration
Statement].
*10.8 Employment Agreement by and between the Company and John A. Donohoe,
dated May 27, 1994 ("Donohoe Employment Agreement") [incorporated by
reference to Exhibit 10.8 of the 1996 Registration Statement].
-20-
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K - Continued
Exhibit No. Description
- ----------- -----------
*10.9 Amendment to Donohoe Employment Agreement, dated March 1, 1996
[incorporated by reference to Exhibit 10.9 of the 1996 Registration
Statement].
*10.10 Employment Agreement by and between the Company and Ronald F.
Scarpone, dated May 27, 1994, as amended March 1, 1996 [incorporated
by reference to Exhibit 10.10 of the 1996 Registration Statement].
*10.11 Employment Agreement by and between the Company and James R. Emshoff,
dated August 25, 1996 [incorporated by reference to Exhibit 10.37 of
the Company's Form 10-Q for the three-month period ended September 30,
1996 (the "9/30/95 10-Q")].
10.20 Asset Purchase Agreement among the Company, Transcriptions, Ltd. and
its affiliates and subsidiaries, dated January 26, 1994 (the
"Transcriptions Agreement") [incorporated by reference to Exhibit
10.30 of the 1993 10-K].
* Management contract or compensatory plan or arrangement.
-21-
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K - Continued
Exhibit No. Description
- ----------- -----------
10.21 Amendment to the Transcriptions Agreement, dated September 30, 1996,
[incorporated by reference to Exhibit 10.30.1 of the 9/30/95 10-Q].
10.22 Amendment to the Transcriptions Agreement, dated November 1, 1996
[incorporated by reference to Exhibit 10.30.2 of the 9/30/95 10-Q].
10.23 Registration Rights Agreement among the Company, David A. Cohen and
Edward Forstein, dated September 30, 1996, [incorporated by reference
to Exhibit 10.30.4 of the 9/30/95 10-Q].
10.24 Amended and Restated Credit Agreement among the Company,
Transcriptions, Ltd., the Guarantors named therein, the Lenders named
therein and Chemical Bank as agent, dated December 29, 1996
[incorporated by reference to Exhibit 10.24 of the 1996 Registration
Statement].
10.28 Form of Employee Stock Purchase Plan [incorporated by reference to
Exhibit 10.33 of the 1996 Registration Statement].
22.1 Subsidiaries [incorporated by reference to Exhibit 22.1 of the 1996
Registration Statement].
23.1 Consent of Arthur Andersen LLP, filed herewith.
24.1 Powers of Attorney (included on signature page)
-22-
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K - Continued
Exhibit No. Description
- ----------- -----------
27.1 Financial Data Schedule, Restated 1998
27.2 Financial Data Schedule, Restated 1997
(b) Financial Statements and Financial Statement Schedule
1. The consolidated financial statements of the Company and its
subsidiaries filed as part of this Report are listed on the attached
Index to Consolidated Financial Statements. See page F-1.
2. The Schedule to the consolidated financial statements of the Company
and its subsidiaries filed as part of this Report is listed in the
attached Index to Consolidated Financial Statements. See page F-1.
(c) Reports on Form 8-K
During the fourth quarter of 1998, the Company filed the following
Reports on Form 8-K:
Current Report on Form 8-K, dated December 15, 1998, regarding the
completion of the acquisition of The MRC Group, Inc.
-23-
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Marlton, State of
New Jersey, on March 24, 1999.
MedQuist Inc.
By /s/David A. Cohen
---------------------------------------------------
David A. Cohen, President, Chief Executive Officer,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following persons as of
March 24, 1999.
Each person below, in so signing, also makes, constitutes and appoints
David A. Cohen his true and lawful attorney-in-fact, with full power and
substitution and resubstitution, in his name, place and stead to execute and
cause to be filed with the Securities and Exchange Commission any or all
amendments to this Report.
Signatures Title
/s/ David A. Cohen
- --------------------------- Chairman and Chief Executive Officer (principal executive officer)
David A. Cohen
/s/ John R. Emery Senior Vice President, Treasurer and Chief Financial Officer (principal
- --------------------------- financial officer and principal accounting officer)
John R. Emery
/s/ John A. Donohoe, Jr. President, Chief Operating Officer and Director
- ---------------------------
John A. Donohoe, Jr.
/s/ Bruce K. Anderson Director
- ---------------------------
Bruce K. Anderson
/s/ William T. Carson, Jr. Director
- ---------------------------
William T. Carson, Jr.
/s/ John T. Casey Director
- ---------------------------
John T. Casey
/s/ Richard J. Censits Director
- ---------------------------
Richard J. Censits
/s/ James R. Emshoff Director
- ---------------------------
James R. Emshoff
/s/ Terrence J. Mulligan Director
- ---------------------------
Terrence J. Mulligan
/s/ A. Fred Ruttenberg Director
- ---------------------------
A. Fred Ruttenberg
Director
- ---------------------------
Edward L. Samek
/s/ R. Timothy Stack Director
- ---------------------------
R. Timothy Stack
Director
- ---------------------------
Richard H. Stowe
Director
- ---------------------------
John H. Underwood
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