MODL VictoryShares West End US Sector ETF

MModal Inc. (NASDAQ/GS: MODL):

Second Quarter Highlights

• Revenues were $116.0 million, consistent with first half 2012 guidance
• Adjusted EBITDA was $24.9 million, reflecting investments in go-to-market and product commercialization initiatives
• Adjusted Net Income was $11.8 million, or $0.21 per fully diluted share

The highlights above and the discussion below contain certain non-GAAP financial measures. We utilize these non-GAAP financial measures together with applicable GAAP financial measures to evaluate the results of our performance. Refer to the section of this release entitled “Non-GAAP Financial Measures” for further discussion, as well as the tables attached to this release that reconcile these non-GAAP financial measures to applicable GAAP financial measures.

MModal Inc. (NASDAQ/GS: MODL), a leading provider of clinical documentation services and Speech Understanding™ technologies, announced its financial results for the three and six months ended June 30, 2012.

“Our objectives for the first half of 2012 were to grow the core transcription business while improving its operational metrics, generate new business from the commercialization of our speech and language understanding technologies and grow our ecosystem of partners,” noted Vern Davenport, Chairman and Chief Executive Officer of M*Modal. “We have executed well on each of these with significant customer wins, achievement of our first half revenue target and successful launches of both our M*Modal Fluency and M*Modal Catalyst solutions. The first half results now have us on plan for delivering the meaningful financial and operating momentum we are expecting in the second half of the year.

“Our outlook on the business continues to improve as the number of customer conversations that involve the C-suite in the buying decision has provided more enterprise-level opportunities sooner than we had originally anticipated in our transformation. Combined with the validation of our value proposition in the marketplace from our successful deployment at Duke University Health System and other notable wins, this momentum reinforces our strategy of accelerating our sales force and commercialization investments.”

Operating Results

Net revenues increased 6.9% to $116.0 million for the second quarter of 2012 compared with $108.4 million for the second quarter of 2011. Net revenues increased 6.2% to $233.4 million for the six months ended June 30, 2012, compared with $219.7 million for the same period in 2011.

Adjusted EBITDA for the second quarter of 2012 was $24.9 million, or 21.4% of net revenues, compared with $27.6 million, or 25.4% of net revenues, for the same period in 2011. Adjusted EBITDA was $51.4 million, or 22.0% of net revenues, for the six months ended June 30, 2012, compared with $54.3 million, or 24.7% of net revenues, for the same period in 2011.

Net income attributable to MModal Inc. for the second quarter of 2012 was $3.0 million, or $0.05 per fully diluted share, compared with $5.1 million, or $0.11 per fully diluted share, for the second quarter of 2011. Net income attributable to MModal Inc. for the six months ended June 30, 2012, was $177 thousand or $0.00 per fully diluted share, compared with $14.4 million, or $0.17 per fully diluted share, for the six months ended June 30, 2011.

Adjusted net income for the second quarter of 2012 was $11.8 million, or $0.21 per fully diluted share, compared with $16.3 million, or $0.31 per fully diluted share, in the second quarter of 2011. Adjusted net income for the six months ended June 30, 2012, was $28.5 million, or $0.50 per fully diluted share, compared with $32.4 million, or $0.63 per fully diluted share, in the six months ended June 30, 2011.

Acquisition and integration (A&I) related costs and restructuring charges for the three months ended June 30, 2012, consisted primarily of amortization charges of $1.4 million related to the reassessed useful life of third-party prepaid licensing fees, $1.3 million in legal and accounting fees, $1.1 million in consulting fees, $0.5 million in severance costs and net increases in other miscellaneous charges.

Commenting on the financial results, Ron Scarboro, Chief Financial Officer of M*Modal, added, “The second quarter results were in line with our stated performance goals for the first half of this year and consistent with the priorities of investing in our go-to-market and product commercialization efforts. These investments have yielded early sales and implementation successes with our product solutions, which combined with the continued strength and profitability of our core transcription business, positions us for revenue growth and increased profitability in the second half of the year as we expected.”

Liquidity and Capital Structure

As of June 30, 2012, the Company had $9.0 million in cash and cash equivalents and $266.6 million in debt. Free cash flow was $12.1 million for the second quarter of 2012, compared with $16.3 million in the prior-year period. Capital expenditures for the second quarter of 2012 were consistent with the prior-year period at $4.4 million.

Accounts receivable were $79.7 million as of June 30, 2012, compared with $74.0 million as of June 30, 2011. Days Sales Outstanding were 62.7 days at the end of the second quarter 2012 compared with 62.3 days in the prior-year period.

Operating Metrics                     Q2 2012 Q1 2012 Q4 2011 Q3 2011 Q2 2011

Total billed equivalent line counts:

1.228B lines 1.224B lines 1.156B lines 1.020M lines 863M lines Transcription volumes processed offshore: 47% 48% 46% 45% 42% Transcription volumes edited post speech recognition: 77% 75% 75% 76% 74%  

Performance Goals for 2012

The Company affirms its performance goals for fiscal 2012 issued on May 8, 2012.

Investor Conference Call and Web Simulcast

M*Modal will host a conference call on August 8, 2012, at 9:00 a.m. ET (8:00 a.m. CT) whereby the Company will offer prepared comments regarding its second quarter results. The number to call for this teleconference is (212) 231-2923. A replay of the conference call will be available through Wednesday, August 15, 2012, by dialing (402) 977-9140 and entering the confirmation number, 21600849.

The live broadcast of M*Modal’s quarterly conference call will be available online at the Company’s website, www.mmodal.com, under the Investors section and Events & Presentations, on Wednesday, August 8, 2012, beginning at 9 a.m. ET. The online replay will follow shortly after the call and continue for approximately one year.

About M*Modal

M*Modal is a leading provider of clinical transcription services, clinical documentation workflow solutions, advanced cloud-based Speech Understanding™ technology, and advanced unstructured data analytics. Recognized as the largest clinical transcription service in the U.S. with a global network of medical editors, M*Modal also offers voice to text solutions to capture the complete patient story, codifies the doctor’s narrative to automatically populate EHRs and other key healthcare information systems, delivers computer-assisted coding to support ICD-9 and the transition to ICD-10, and provides highly advanced analytical tools for exploring the richness within the “unstructured” narrative for improvements in quality of care, greater physician satisfaction and lower operational costs.

Forward-Looking Statements

Information provided and statements contained in this press release that are not purely historical, such as statements regarding our 2012 full year performance goals and our business strategy, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and the Company assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, specific factors discussed herein and in other releases and public filings made by the Company (including filings by the Company with the Securities and Exchange Commission). Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

Non-GAAP Financial Measures

In addition to the United States generally accepted accounting principles, or GAAP, results provided throughout this document, M*Modal has provided certain non-GAAP financial measures to help evaluate the results of our performance. The Company believes that these non-GAAP financial measures, when presented in conjunction with comparable GAAP financial measures, are useful to both management and investors in analyzing the Company’s ongoing business and operating performance. The Company believes that providing the non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view the Company’s financial results in the way that management views financial results. The tables attached to this press release include a reconciliation of these historical non-GAAP financial measures to the most directly comparable GAAP financial measures.

We also present certain non-GAAP financial measures, such as Adjusted EBITDA and Adjusted Net Income, on a forward-looking basis as part of our performance goals for fiscal 2012 and a reconciliation of these forward looking non-GAAP financial measures to the most directly comparable GAAP financial measures. These measures are subject to change because management cannot predict, with sufficient reliability, potential changes in tax valuation allowances, potential restructuring impacts, contingencies related to past and future acquisitions, and changes in fair values of our derivative instruments, all of which are difficult to estimate primarily due to dependencies on future events.

Adjusted EBITDA

Adjusted EBITDA is a metric used by management to measure operating performance. Adjusted EBITDA is defined as net income attributable to MModal Inc., as applicable, plus net income attributable to noncontrolling interests, income taxes, interest expense, net, depreciation and amortization, (benefit) cost of legal proceedings, settlements, and accommodations, acquisition and restructuring charges, other income, gain on sale of investment, realized (loss) gain on settlement of foreign currency hedges, amortization of core technologies and share-based compensation and other non-cash awards. The realized (loss) gain on settlement of foreign currency hedges is a component of other income, as reported in the Consolidated Statements of Operations. The amortization of core technologies is a component of cost of revenues, as reported in the Consolidated Statements of Operations. Share-based compensation and other non-cash awards represents only the portion of such expense that is a component of selling, general and administrative expense, as reported in the Consolidated Statements of Operations, as it excludes such expense attributable to the Company’s restructuring actions.

We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates operating performance comparisons from period to period by excluding the following:

• potential differences caused by variations in capital structures (affecting interest expense, net), tax positions (such as the impact on periods or companies for changes in effective tax rates), the age and book depreciation of fixed assets (affecting depreciation expense);
• the impact of non-cash charges; and
• the impact of acquisition and integration related charges and restructuring charges.

Because Adjusted EBITDA facilitates internal comparisons of operating performance on a more consistent basis, we also use Adjusted EBITDA in measuring our performance relative to that of our competitors. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our profitability or liquidity. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
• Although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Free Cash Flow

Free Cash Flow, a non-GAAP financial measure, is defined by the Company as Adjusted EBITDA less consolidated interest expense (net of non-cash interest), less capital expenditures (including capitalized software development costs), and less tax (provision) benefit (net of deferred tax (benefit) provision). Management believes that utilization of Free Cash Flow is an important non-GAAP financial measure of the Company’s ability to convert operating results into cash.

Adjusted Net Income

Adjusted Net Income, a non-GAAP financial measure, is defined by the Company as Adjusted EBITDA less amortization expense for capitalized intangible assets (excluding acquired intangibles), less interest expense (net of non-cash interest), and less current tax provision. We measure Adjusted Net Income based on Proforma Shares Outstanding (see below). Management believes that utilization of Adjusted Net Income is an important non-GAAP financial measure of our normalized operating results.

Proforma Shares Outstanding

For purposes of evaluating our results on per-share metrics, many of our computations utilize proforma share computations. Our measure of proforma shares includes our Basic and Diluted share computations utilized for GAAP purposes, plus our estimate of the impacts of common stock equivalents which consists of stock options, restrictive stock issuable to certain key employees, shares issued to former principal stockholders, shares issued to former principal stockholders and shares issued in our initial public offering, our private exchange offer, our public exchange offer and our short-form merger with MModal MQ Inc. (f/k/a MedQuist Inc.). The pro forma shares are calculated as if the shares that were issued to former principal stockholders and in our initial public offering, our private exchange offer, our public exchange offer and our short-form merger were issued and outstanding as of January 1, 2011.

Total Billed Equivalent Line Counts

Total billed equivalent line counts are defined as the number of lines and line equivalents billed for the period, as defined by a customer’s contract, and includes volume processed on the Company’s transcription platforms as well as technology volume (speech recognition).

  MModal Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts) Unaudited             Three Months Ended June 30, Six Months Ended June 30, 2012     2011 2012     2011 Net revenues $ 115,957 $ 108,439 $ 233,357 $ 219,675 Cost of revenues   65,172     65,453     131,602     131,474   Gross Profit 50,785 42,986 101,755 88,201 Operating costs and expenses: Selling, general and administrative 23,589 14,222 45,784 30,896 Research and development 3,624 2,190 6,568 4,892 Depreciation and amortization 12,155 8,879 24,544 17,297

(Benefit) cost of legal proceedings, settlements and accommodations

(211 ) 581 329 (6,932 ) Acquisition and restructuring   5,287     4,391     16,373     11,269   Total operating costs and expenses   44,444     30,263     93,598     57,422   Operating income 6,341 12,723 8,157 30,779 Other income 814 530 2,678 1,473 Gain on sale of investment 4,439 - 4,439 - Interest expense, net   (7,712 )   (6,961 )   (15,510 )   (13,998 ) Income (loss) before income taxes 3,882 6,292 (236 ) 18,254 Income tax provision (benefit)   836     886     (413 )   2,030   Net income 3,046 5,406 177 16,224 Less: Net income attributable to noncontrolling interests   -     (271 )   -     (1,777 ) Net income attributable to MModal Inc. $ 3,046   $ 5,135   $ 177   $ 14,447   Net income per common share Basic $ 0.06 $ 0.11 $ - $ 0.17 Diluted $ 0.05 $ 0.11 $ - $ 0.17 Weighted average common shares outstanding: Basic   55,280     49,168     55,134     45,128   Diluted   56,708     50,559     56,357     46,410    

Calculation of net income available to common shareholders

Three Months Ended June 30, Six Months Ended June 30, 2012 2011 2012 2011 Net income attributable to MModal Inc. $ 3,046 $ 5,135 $ 177 $ 14,447 Less: amount attributable to principal shareholders   -     400     -     (6,619 ) Net income available to common shareholders $ 3,046   $ 5,535   $ 177   $ 7,828       MModal Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except par value) Unaudited       June 30, 2012     December 31, 2011 Assets     Current Assets: Cash and cash equivalents $ 9,043 $ 29,557 Accounts receivable, net of allowance of $1,849 and $1,493, respectively 79,716 74,413 Other current assets   31,061     35,611   Total Current Assets 119,820 139,581 Property and equipment, net 22,511 24,367 Goodwill 164,410 161,866 Other intangible assets, net 160,787 173,294 Deferred income taxes 23,784 20,585 Other assets   10,480     12,102   Total Assets $ 501,792   $ 531,795     Liabilities and Stockholders' Equity Current Liabilities: Current portion of long-term debt $ 27,774 $ 22,712 Accounts payable 9,218 11,808 Accrued expenses 30,251 39,728 Accrued compensation 13,213 10,225 Deferred acquisition payments 20,231 22,323 Deferred revenue   11,689     7,186   Total Current Liabilities 112,376 113,982 Long-term debt 238,784 273,822 Deferred acquisition payments, non-current 15,908 15,161 Other non-current liabilities   4,681     3,779   Total Liabilities   371,749     406,744     Stockholders' Equity:

Preferred stock - $0.10 par value; authorized 25,000 shares; none issued or outstanding

- -

Common stock - $0.10 par value; authorized 300,000 shares; 57,139 and 56,319 shares issued, respectively

5,705 5,632 Additional paid-in-capital 174,331 167,440 Accumulated deficit (44,205 ) (44,382 ) Treasury stock, at cost (89 and - shares, respectively) (1,022 ) - Accumulated other comprehensive loss   (4,766 )   (3,639 ) Total Stockholders' Equity   130,043     125,051       Total Liabilities and Stockholders' Equity $ 501,792   $ 531,795       MModal Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Unaudited       Six months ended June 30, 2012     2011 Operating activities: Net income $ 177 $ 16,224 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 24,544 17,297 Customer accommodation program reversal - (9,658 ) Deferred income taxes (1,419 ) 705 Share-based compensation 5,309 1,230 Provision for doubtful accounts 414 220 Non-cash interest expense 2,927 1,689 Other 1,192 42 Changes in operating assets and liabilities: Accounts receivable (5,717 ) 6,206 Other current assets 4,550 (4,658 ) Other non-current assets (20 ) (5,024 ) Accounts payable (2,590 ) (665 ) Accrued expenses (10,483 ) 8,109 Accrued compensation 2,988 (7,141 ) Deferred revenue 4,503 (2,017 ) Other non-current liabilities   902     396   Net cash provided by operating activities   27,277     22,955   Investing activities: Purchase of property and equipment (4,945 ) (5,368 ) Capitalized software (3,708 ) (5,564 ) Payments for acquisitions, net of cash acquired (3,068 ) - Other   205     -   Net cash used in investing activities   (11,516 )   (10,932 ) Financing activities: Proceeds from debt 26,633 2,113 Repayment of debt (56,486 ) (27,092 ) Deferred acquisition payments (3,957 ) - Net proceeds from issuance of common stock - 6,781 Other   (1,336 )   -   Net cash used in financing activities   (35,146 )   (18,198 ) Effect of exchange rate changes   (1,129 )   197   Net decrease in cash and cash equivalents   (20,514 )   (5,978 ) Cash and cash equivalents — beginning of period   29,557     66,779   Cash and cash equivalents — end of period $ 9,043   $ 60,801       MModal Inc. and Subsidiaries Reconciliation of Net Income to Adjusted EBITDA (In thousands) Unaudited       Three Months Ended June 30,     Six Months Ended June 30, 2012     2011 2012     2011 Net income attributable to MModal Inc. $ 3,046     $ 5,135 $ 177     $ 14,447 Net income attributable to noncontrolling interests - 271 - 1,777 Income tax provision (benefit) 836 886 (413 ) 2,030 Interest expense, net 7,712 6,961 15,510 13,998 Depreciation and amortization 12,155 8,879 24,544 17,297 (Benefit) cost of legal proceedings, settlements and accommodations (211 ) 581 329 (6,932 )

Acquisition and restructuring (1)

5,287 4,391 16,373 11,269 Other income (814 ) (530 ) (2,678 ) (1,473 ) Gain on sale of investment (4,439 ) - (4,439 ) - Realized (loss) gain on settlement of foreign currencies (1,383 ) 377 (2,260 ) 534 Amortization of core technologies 490 - 490 - Share-based compensation and other non-cash awards   2,182         611     3,778         1,321   Adjusted EBITDA $ 24,861       $ 27,562       $ 51,411       $ 54,268   Percent of net revenues 21.4 % 25.4 % 22.0 % 24.7 %  

(1) Includes $1.5 million in share-based compensation expense for the three and six months ended June 30, 2012.

    MModal Inc. and Subsidiaries Free Cash Flow and Adjusted Net Income (In thousands, except per share amounts) Unaudited             Three Months Ended June 30, Six Months Ended June 30, 2012     2011 2012     2011 Free cash flow: Adjusted EBITDA $ 24,861 $ 27,562 $ 51,411 $ 54,268 Consolidated interest expense (7,712 ) (6,961 ) (15,510 ) (13,998 ) Non-cash interest 1,537 831 2,927 1,689 Capital expenditures (4,364 ) (4,360 ) (8,653 ) (10,932 ) Tax (provision) benefit (836 ) (886 ) 413 (2,030 ) Deferred tax (benefit) provision   (1,374 )       159         (1,419 )       705   Free cash flow $ 12,112       $ 16,345       $ 29,169       $ 29,702   Adjusted net income: Adjusted EBITDA $ 24,861 $ 27,562 $ 51,411 $ 54,268 Less: Depreciation and amortization (excluding acquired intangibles) 4,674 4,362 9,366 8,265 Cash interest (total expenses less non-cash) 6,175 6,130 12,583 12,309 Current tax provision   2,210         727         1,006         1,325   Adjusted net income $ 11,802       $ 16,343       $ 28,456       $ 32,369   Adjusted net income per share: Basic $ 0.21 $ 0.32 $ 0.52 $ 0.64 Diluted $ 0.21 $ 0.31 $ 0.50 $ 0.63     MModal Inc. and Subsidiaries Share Calculation (In thousands) Unaudited             Three Months Ended June 30, Six Months Ended June 30, 2012     2011 2012     2011 MModal Inc. shares         Basic outstanding 55,280 49,168 55,134 45,128 Effect of diluted shares 1,428 1,391 1,223 1,282 Diluted Shares 56,708 50,559 56,357 46,410  

Proforma impact of fully dilutive shares (1)

Basic - 1,929 - 5,085 Diluted - 2,176 - 5,332   Proforma Shares Proforma basic 55,280 51,097 55,134 50,213 Proforma diluted 56,708 52,735 56,357 51,742   (1) Fully dilutive shares includes common stock equivalents which consists of stock options, restricted stock issuable to certain key employees, shares issued to former principal stockholders, shares issued in our initial public offering, our private exchange offer and our public exchange offer and our short-form merger with MModal MQ Inc. (f/k/a MedQuist Inc.)   MModal Inc. and Subsidiaries Net Leverage Ratio (In thousands, except ratio amounts) Unaudited           June 30, 2011         December 31, 2011         June 30, 2012 Current Portion of Long-Term Debt $ 12,025 $ 22,712 $ 27,774 Long-Term Debt 257,807 273,822 238,784 Less: Cash and Cash Equivalents   (60,801 )   (29,557 )   (9,043 ) Net Debt $ 209,031   $ 266,977   $ 257,515     Trailing Twelve-Month Adjusted EBITDA June 30, 2011 December 31, 2011 June 30, 2012 9/30/2010 $ 24,512 3/31/2011 $ 26,706 9/30/2011 $ 29,769 12/31/2010 28,021 6/30/2011 27,562 12/31/2011 34,057 3/31/2011 26,706 9/30/2011 29,769 3/31/2012 26,550 6/30/2011   27,562   12/31/2011   34,057   6/30/2012   24,861   Total $ 106,801   $ 118,094   $ 115,237     Net Leverage Ratio   2.0     2.3     2.2       MModal Inc. and Subsidiaries Reconciliation of Net Income to Adjusted EBITDA and Adjusted Net Income - Performance Goals for 2012 (In thousands) Unaudited     Twelve Months Ended December 31, 2012 Low High   Net income attributable to MModal Inc. $ 15,400 $ 17,600 Income tax provision 6,000 5,000 Interest expense, net 31,000 29,000 Other income (3,500 ) (4,000 ) Gain on Sale of affiliated Company (4,400 ) (4,400 ) Realized loss on settlement of foreign currencies (3,500 ) (3,000 ) (Benefit) cost of legal proceedings, settlements and accomodations 2,400 2,400 Amortization of Core Technologies 500 2,000 Depreciation and amortization 48,300 50,000 Acquisition and restructuring charges 23,000 27,000 Share-based compensation and other non-cash awards   7,800     8,400   Adjusted EBITDA $ 123,000   $ 130,000     Adjusted net income: Adjusted EBITDA $ 123,000 $ 130,000 Less: Amortization (excluding acquired intangibles) 20,000 22,000

 

Cash interest (total expenses less non-cash) 26,100 25,600

 

Current tax provision   6,100     4,900   Adjusted net income $ 70,800   $ 77,500     Adjusted net income per share Basic $ 1.28 $ 1.41 Diluted $ 1.25 $ 1.36     MModal Inc. shares (1) Basic outstanding 55,100 55,100 Effect of diluted options   1,400     1,900   Diluted shares 56,500 57,000    

(1) MModal Inc. weighted average shares outstanding