-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQnL/wifQ41m4zGAZlhEde1emJTebEGJvhCoa7j6pnt9j+B3BG8aFWxmbyj9e/5c mvICHFrntEJtGxIpTIcsxg== 0000950144-96-002992.txt : 19960531 0000950144-96-002992.hdr.sgml : 19960531 ACCESSION NUMBER: 0000950144-96-002992 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960419 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960530 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCEND SERVICES INC CENTRAL INDEX KEY: 0000858452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 330378756 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18217 FILM NUMBER: 96574051 BUSINESS ADDRESS: STREET 1: 3353 PEACHTREE RD NE STE 1000 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043644600 MAIL ADDRESS: STREET 1: 3353 PEACHTREE RD NE CITY: ATLANTIC STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: TRICARE INC DATE OF NAME CHANGE: 19920703 8-K/A 1 TRANSCEND SERVICES, INC. FORM 8-K, AMENDMENT 2 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 TRANSCEND SERVICES, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) AMENDMENT NO. TWO The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K (Event April 19, 1995) filed June 30, 1995. (List all such items, financial statements, exhibits or other portions amended) Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired: MEDICAL TRANSCRIPTION OF ATLANTA, INC. Unaudited Statement of Operations for the Periods from January 1 thru April 19, 1994 and 1995 (b) Pro Forma Financial Information: TRANSCEND SERVICES, INC. PRO FORMA CONDENSED FINANCIAL INFORMATION (UNAUDITED) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1995 Notes to Pro Forma Condensed Consolidated Financial Statements 2 TABLE OF CONTENTS
PAGE NO. -------- (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: MEDICAL TRANSCRIPTION OF ATLANTA, INC. Unaudited Statement of Operations for the Periods from January 1 thru April 19, 1994 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) PRO FORMA FINANCIAL INFORMATION: TRANSCEND SERVICES, INC. PRO FORMA CONDENSED FINANCIAL INFORMATION (UNAUDITED) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Pro Forma Condensed Consolidated Financial Statements . . . . . . . . . . . .
-2- 3 MEDICAL TRANSCRIPTION OF ATLANTA, INC. UNAUDITED HISTORICAL STATEMENT OF OPERATIONS FOR THE PERIODS FROM JANUARY 1 THRU APRIL 19, 1994 AND 1995(1) (IN THOUSANDS)
1994 1995 ---- ---- Net revenues $ 595 $ 561 Direct costs 376 369 ----- ---- Gross profit 219 192 ----- ---- General and administrative expense 120 124 Operating income 99 68 Other income 1 -- ---- ----- Pre-Tax income 100 68 Benefit (provision) for income taxes -- -- ---- ----- Income from operations $ 100 $ 68 ===== =====
- ---------------------------------- (1) This is presented thru April 19th, the date of the acquisition at which time Transcend assumed the responsibility for the operation. (2) The Medical Transcription of Atlanta, Inc. statement of operations should be read in conjunction with the financial statements and notes thereto of Medical Transcription of Atlanta, Inc. for the year ended December 31, 1994 which are included in Transcend's filing of Amendment No. 1 on Form 8-K/A, dated June 30, 1995 to its current report on Form 8-K dated May 2, 1995. -3- 4 TRANSCEND SERVICES, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma Pro Forma --------- --------- Company MTA Adjustments Consolidated ------- --- ----------- ------------ Net revenues $ 25,882 $ 561 -- $26,443 Direct costs 22,334 369 -- 22,703 ------- -------- --------- ------- Gross profit 3,548 192 -- 3,740 Marketing and sales expense 2,186 -- -- 2,186 General and administrative expense 4,604 124 (15)(1) 4,713 Amortization expense of intangible assets 633 -- 33 (2) 666 ------- -------- --------- ------- Operating income (loss) (3,875) 68 (18) (3,825) Other expense (21) -- (10)(3) (31) ------- -------- --------- ------- Pre-Tax income (loss) (3,896) 68 (28) (3,856) Benefit (provision) for income taxes -- -- -- -- ------- -------- --------- ------- Income (loss) from continuing operations $(3,896) $ 68 $ (28) $(3,856) ======= ======== ========= ======= Net income (loss) per common share from continuing operations $ (0.22) $ (0.22) ======= ======= Weighted average common shares outstanding 17,818 17,836(4) ======= =======
-4- 5 TRANSCEND SERVICES, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1995 On April 19, 1995, Transcend completed the acquisition of Medical Transcription of Atlanta, Inc. ("MTA") for $1,372,000, consisting of $550,000 paid in cash at closing, promissory notes of $100,000 and $550,000, and 60,000 shares of Transcend common stock valued at $172,000 at the time of the acquisition. The Pro Forma Combined Condensed Statement of Operations is not necessarily indicative of future operating results or financial position. (1) Reflects adjustment of general and administrative costs related to MTA pursuant to the terms of the Asset Purchase Agreement dated April 19, 1995. (2) Reflects the purchase by Transcend of MTA for a purchase price of $1,372,000 consisting of $550,000 in cash, promissory notes of $100,000 and $550,000, and 60,000 shares of Transcend stock which will result in goodwill of $690,000 and other intangible assets of $375,000. Transcend's policy will be to amortize goodwill over a twenty year period, customer lists over seven years, and non-compete agreements over three years, resulting in annual amortization expense of $126,000. (3) Reflects adjustment of interest expense related to Transcend based on the interest incurred on the promissory notes of $100,000 and $550,000. (4) Pro Forma Weighted Average Shares Outstanding have been calculated as follows (000's): Transcend weighted average shares outstanding 17,818 Transcend shares issued for the purchase of MTA (pro-rata) 18 ------- 17,836 =======
-5- 6 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 hereunto duly authorized. TRANSCEND SERVICES, INC. Date: May 29, 1996 By: /s/ David W. Murphy ------------------- ------------------------------ David W. Murphy Chief Financial Officer -6- -----END PRIVACY-ENHANCED MESSAGE-----