---



UNITED STATES

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
June 30, 2005



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 0-18217



---



TRANSCEND SERVICES, INC.

(Exact name of registrant as specified in its charter)



|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 33-0378756         
|(State or other jurisdiction of |  | (I.R.S Employer    
|incorporation or organization)  |  | Identification No.)



945 East Paces Ferry
Rd, Suite 1475, Atlanta, Georgia 30326

(Address of principal executive offices and zip code)



Registrants telephone number, including area code:
(404) 364-8000



N/A

(Former name, former address, and former fiscal year, if changed since last report)



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   x   No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange
Act of 1934). Yes ̈No   x



Indicate the number of shares outstanding of the Registrants common
stock as of the latest practicable date.



|                             |  |                             
|---------------------------- |  | ----------------------------
|Class                        |  | Outstanding at July 19, 2005
|Common Stock, $.05 par value |  | 7,672,163 Shares            



---



---

INDEX



|           |  |                                                                                                 |  |           
|---------- |  | ----------------------------------------------------------------------------------------------- |  | ----------
|           |  |                                                                                                 |  | PageNumber
|           |  |                                                                                                
|PART I.    |  | FINANCIAL INFORMATION                                                                           |  | 3         
|           |  |                                                                                                
|Item 1.    |  | Financial Statements                                                                            |  | 3         
|           |  |                                                                                                
|           |  | Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004                           |  | 3         
|           |  |                                                                                                
|           |  | Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2005 and 2004 |  | 4         
|           |  |                                                                                                
|           |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004           |  | 5         
|           |  |                                                                                                
|           |  | Notes to Consolidated Financial Statements                                                      |  | 6         
|           |  |                                                                                                
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 8         
|           |  |                                                                                                
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 11        
|           |  |                                                                                                
|Item 4.    |  | Controls and Procedures                                                                         |  | 11        
|           |  |                                                                                                
|PART II.   |  | OTHER INFORMATION                                                                               |  | 12        
|           |  |                                                                                                
|Item 1.    |  | Legal Proceedings                                                                               |  | 12        
|           |  |                                                                                                
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                             |  | 12        
|           |  |                                                                                                
|Item 6.    |  | Exhibits                                                                                        |  | 12        
|           | 
|SIGNATURES |  | 14                                                                                             



2



---

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



TRANSCEND SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                                                                                              |  | June 30, 2005 |             |   | December 31, 2004 |  
|ASSETS                                                                                                                                                                                                        |  |               |             |   |                   |   |             |  
|Current assets:                                                                                                                                                                                               |  |               |             |   |                   |   |             |  
|Cash and cash equivalents                                                                                                                                                                                     |  | $             | 664,000     |   |                   | $ | 458,000     |  
|Accounts receivable, net of allowance for doubtful accounts of $18,000 at both June 30, 2005 and December 31, 2004                                                                                            |  |               | 2,908,000   |   |                   |   | 1,153,000   |  
|Prepaid expenses and other current assets                                                                                                                                                                     |  |               | 257,000     |   |                   |   | 170,000     |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Total current assets                                                                                                                                                                                          |  |               | 3,829,000   |   |                   |   | 1,781,000   |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Property and equipment:                                                                                                                                                                                       |  |               |             |   |                   |   |             |  
|Computer equipment                                                                                                                                                                                            |  |               | 3,484,000   |   |                   |   | 2,423,000   |  
|Software                                                                                                                                                                                                      |  |               | 2,622,000   |   |                   |   | 2,503,000   |  
|Furniture and fixtures                                                                                                                                                                                        |  |               | 242,000     |   |                   |   | 214,000     |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Total property and equipment                                                                                                                                                                                  |  |               | 6,348,000   |   |                   |   | 5,140,000   |  
|Accumulated depreciation and amortization                                                                                                                                                                     |  |               | (4,095,000  | ) |                   |   | (3,477,000  | )
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Property and equipment, net                                                                                                                                                                                   |  |               | 2,253,000   |   |                   |   | 1,663,000   |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Intangible assets                                                                                                                                                                                             |  |               |             |   |                   |   |             |  
|Goodwill                                                                                                                                                                                                      |  |               | 3,446,000   |   |                   |   |            |  
|Other intangible assets                                                                                                                                                                                       |  |               | 550,000     |   |                   |   |            |  
|Accumulated amortization                                                                                                                                                                                      |  |               | (46,000     | ) |                   |   |            |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Intangible assets, net                                                                                                                                                                                        |  |               | 3,950,000   |   |                   |   |            |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Other assets                                                                                                                                                                                                  |  |               | 173,000     |   |                   |   | 27,000      |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Total assets                                                                                                                                                                                                  |  | $             | 10,205,000  |   |                   | $ | 3,471,000   |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|                                                                                                                                                                                                              |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                          |  |               |             |   |                   |   |             |  
|Current liabilities:                                                                                                                                                                                          |  |               |             |   |                   |   |             |  
|Line of credit borrowings                                                                                                                                                                                     |  | $             | 1,381,000   |   |                   | $ |            |  
|Promissory note payable  short term                                                                                                                                                                          |  |               | 1,167,000   |   |                   |   |            |  
|Accounts payable                                                                                                                                                                                              |  |               | 391,000     |   |                   |   | 79,000      |  
|Accrued compensation and benefits                                                                                                                                                                             |  |               | 745,000     |   |                   |   | 417,000     |  
|Other accrued liabilities                                                                                                                                                                                     |  |               | 406,000     |   |                   |   | 246,000     |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Total current liabilities                                                                                                                                                                                     |  |               | 4,090,000   |   |                   |   | 742,000     |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Promissory notes payable  long term                                                                                                                                                                          |  |               | 3,183,000   |   |                   |   |            |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Commitments and contingencies                                                                                                                                                                                 |  |               |             |   |                   |   |             |  
|                                                                                                                                                                                                              |  |              
|Stockholders equity:                                                                                                                                                                                         |  |               |             |   |                   |   |             |  
|Preferred Stock, $.01 par value; 2,000,000 shares authorized and no shares outstanding at June 30, 2005 and December 31, 2004                                                                                 |  |               |            |   |                   |   |            |  
|Common Stock, $.05 par value; 15,000,000 shares authorized at June 30, 2005 and December 31, 2004; 7,627,000 and 7,332,000 shares issued and
outstanding at June 30, 2005 and December 31, 2004, respectively |  |               | 381,000     |   |                   |   | 367,000     |  
|Additional paid-in capital                                                                                                                                                                                    |  |               | 27,486,000  |   |                   |   | 27,067,000  |  
|Accumulated deficit                                                                                                                                                                                           |  |               | (24,935,000 | ) |                   |   | (24,705,000 | )
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Total stockholders equity                                                                                                                                                                                    |  |               | 2,932,000   |   |                   |   | 2,729,000   |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  
|Total liabilities and stockholders equity                                                                                                                                                                    |  | $             | 10,205,000  |   |                   | $ | 3,471,000   |  
|                                                                                                                                                                                                              |  |               |             |   |                   |   |             |  



The accompanying notes
are an integral part of these consolidated financial statements.



3



---

TRANSCEND SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|---------------------------------------- |  | ------------------ | --------- | - | ---------------- | - | --------- | ------------- |  | - | ------------- | - |  | - | --------- | -
|                                         |  | Three Months Ended |           |   | Six Months Ended |  
|                                         |  | June 30, 2005      |           |   | June 30, 2004    |   |           | June 30, 2005 |  |   | June 30, 2004 |  
|Revenue                                  |  | $                  | 6,540,000 |   |                  | $ | 3,761,000 |               |  | $ | 11,859,000    |   |  | $ | 7,628,000 |  
|Direct costs                             |  |                    | 5,332,000 |   |                  |   | 2,654,000 |               |  |   | 9,394,000     |   |  |   | 5,493,000 |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Gross profit                             |  |                    | 1,208,000 |   |                  |   | 1,107,000 |               |  |   | 2,465,000     |   |  |   | 2,135,000 |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Operating expenses:                      |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Sales and marketing                      |  |                    | 323,000   |   |                  |   | 279,000   |               |  |   | 577,000       |   |  |   | 527,000   |  
|Research and development                 |  |                    | 97,000    |   |                  |   | 78,000    |               |  |   | 220,000       |   |  |   | 183,000   |  
|General and administrative               |  |                    | 964,000   |   |                  |   | 648,000   |               |  |   | 1,788,000     |   |  |   | 1,252,000 |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|                                         |  |                    | 1,384,000 |   |                  |   | 1,005,000 |               |  |   | 2,585,000     |   |  |   | 1,962,000 |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Operating income (loss)                  |  |                    | (176,000  | ) |                  |   | 102,000   |               |  |   | (120,000      | ) |  |   | 173,000   |  
|Interest and other income (expense), net |  |                    | (65,000   | ) |                  |   | (7,000    | )             |  |   | (108,000      | ) |  |   | (15,000   | )
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Income (loss) before income taxes        |  |                    | (241,000  | ) |                  |   | 95,000    |               |  |   | (228,000      | ) |  |   | 158,000   |  
|Income tax provision                     |  |                    | (1,000    | ) |                  |   | (2,000    | )             |  |   | (2,000        | ) |  |   | (2,000    | )
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Net (loss) income                        |  | $                  | (242,000  | ) |                  | $ | 93,000    |               |  | $ | (230,000      | ) |  | $ | 156,000   |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Basic earnings (loss) per share:         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Net earnings (loss) per share            |  | $                  | (0.03     | ) |                  | $ | 0.01      |               |  | $ | (0.03         | ) |  | $ | 0.02      |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstanding      |  |                    | 7,512,000 |   |                  |   | 7,328,000 |               |  |   | 7,457,000     |   |  |   | 7,326,000 |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Diluted earnings (loss) per share:       |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Net earnings (loss) per share            |  | $                  | (0.03     | ) |                  | $ | 0.01      |               |  | $ | (0.03         | ) |  | $ | 0.02      |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstanding      |  |                    | 7,512,000 |   |                  |   | 7,580,000 |               |  |   | 7,457,000     |   |  |   | 7,638,000 |  
|                                         |  |                    |           |   |                  |   |           |               |  |   |               |   |  |   |           |  



The accompanying notes
are an integral part of these consolidated financial statements.



4



---

TRANSCEND SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                           |            |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | -------- | -
|                                                                                  |  | Six Months Ended June 30, |           
|                                                                                  |  | 2005                      |            |   | 2004 |  
|Cash flows from operating activities:                                             |  |                           |            |   |      |   |          |  
|Net (loss) income                                                                 |  | $                         | (230,000   | ) |      | $ | 156,000  |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |            |   |      |   |          |  
|Depreciation and amortization                                                     |  |                           | 457,000    |   |      |   | 375,000  |  
|Non-cash revenue                                                                  |  |                           | (150,000   | ) |      |   |         |  
|Changes in assets and liabilities:                                                |  |                           |            |   |      |   |          |  
|Accounts receivable, net                                                          |  |                           | (572,000   | ) |      |   | 124,000  |  
|Prepaid expenses and other current assets                                         |  |                           | (79,000    | ) |      |   | 5,000    |  
|Other assets                                                                      |  |                           | (146,000   | ) |      |   |         |  
|Accounts payable                                                                  |  |                           | 272,000    |   |      |   | 27,000   |  
|Accrued liabilities                                                               |  |                           | 72,000     |   |      |   | (7,000   | )
|                                                                                  |  |                           |            |   |      |   |          |  
|Total adjustments                                                                 |  |                           | (146,000   | ) |      |   | 524,000  |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Net cash (used in) provided by operating activities                               |  |                           | (376,000   | ) |      |   | 680,000  |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Cash flows from investing activities:                                             |  |                           |            |   |      |   |          |  
|Capital expenditures, net                                                         |  |                           | (651,000   | ) |      |   | (394,000 | )
|Capitalized software development costs                                            |  |                           | (111,000   | ) |      |   | (95,000  | )
|Purchase of business, net of cash acquired                                        |  |                           | (1,170,000 | ) |      |   |         |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Net cash used in investing activities                                             |  |                           | (1,932,000 | ) |      |   | (489,000 | )
|                                                                                  |  |                           |            |   |      |   |          |  
|Cash flows from financing activities:                                             |  |                           |            |   |      |   |          |  
|Proceeds from the exercise of stock options                                       |  |                           | 133,000    |   |      |   | 15,000   |  
|Proceeds from (payment of) promissory notes                                       |  |                           | 1,000,000  |   |      |   | (200,000 | )
|Borrowings under line of credit                                                   |  |                           | 1,381,000  |   |      |   |         |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Net cash provided by (used in) financing activities                               |  |                           | 2,514,000  |   |      |   | (185,000 | )
|                                                                                  |  |                           |            |   |      |   |          |  
|Net increase in cash and cash equivalents                                         |  |                           | 206,000    |   |      |   | 6,000    |  
|Cash and cash equivalents, at beginning of period                                 |  |                           | 458,000    |   |      |   | 558,000  |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                         | 664,000    |   |      | $ | 564,000  |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Supplemental cash flow information:                                               |  |                           |            |   |      |   |          |  
|Cash paid for interest expense                                                    |  | $                         | 25,000     |   |      | $ | 18,000   |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Cash paid for income taxes                                                        |  | $                         | 2,000      |   |      | $ | 2,000    |  
|                                                                                  |  |                           |            |   |      |   |          |  
|Non-cash investing and financing activities:                                      |  |                           |            |   |      |   |          |  
|Promissory note in connection with the acquisition of MDI                         |  | $                         | 3,500,000  |   |      | $ |         |  
|Common stock issued in conection with the acquisition of MDI                      |  |                           | 300,000    |   |      |   |         |  
|Accrued transaction costs associated with the acquisition of MDI                  |  |                           | 72,000     |   |      |   |         |  
|                                                                                  |  |                           |            |   |      |   |          |  
|                                                                                  |  | $                         | 3,872,000  |   |      | $ |         |  
|                                                                                  |  |                           |            |   |      |   |          |  



The accompanying notes
are an integral part of these consolidated financial statements.



5



---

TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005 and 2004

(Unaudited)



(1) The accompanying consolidated financial statements are unaudited and have been prepared by management of Transcend Services, Inc. (the Company or
Transcend) in accordance with the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for the fair presentation of the
consolidated financial position, results of operations and cash flows, have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Form 10-K for the year ended
December 31, 2004. Footnote disclosure that substantially duplicates the disclosure contained in that document has been omitted.



(2) Transcend acquired Medical Dictation, Inc. (MDI) on January 31, 2005 in a stock purchase transaction accounted for as a purchase. MDI is a
Florida-based medical transcription service company. Transcend paid $4.8 million, consisting of a $3.5 million promissory note, $1.0 million in cash and $300,000 of Transcend common stock, and incurred acquisition-related costs of approximately
$400,000. The consideration exchanged exceeded the value of the net tangible assets acquired by approximately $3.9 million, which was allocated as follows:



$50,000 to covenants-not-to-compete to be amortized over a period of five years;

$500,000 to customer relationships to be amortized over a period of five years; and

$3.4 million to goodwill.



All goodwill and other intangible asset amortization related to the acquisition of MDI are expected to be deductible for tax purposes. Transcend has included the results
of operations of the acquired assets in its financial statements from the date of acquisition. (See Note 4.)



The following unaudited proforma consolidated financial information for the three- and six-month periods ended June 30, 2005 and 2004 assumes the acquisition of MDI had occurred at the beginning of each period
presented:





|                                      |  |                    |           |                  |               |   |               |  |   |               |   |  |   |           
|------------------------------------- |  | ------------------ | --------- | ---------------- | ------------- | - | ------------- |  | - | ------------- | - |  | - | ----------
|                                      |  | Three Months Ended |           | Six Months Ended
|                                      |  | June 30, 2005      |           |                  | June 30, 2004 |   | June 30, 2005 |  |   | June 30, 2004
|Revenue                               |  | $                  | 6,540,000 |                  |               | $ | 5,332,000     |  | $ | 12,480,000    |   |  | $ | 10,828,000
|Net (loss) income                     |  |                    | (242,000  | )                |               |   | 229,000       |  |   | (190,000      | ) |  |   | 533,000   
|Net income (loss) per share (diluted) |  | $                  | (0.03     | )                |               | $ | 0.03          |  | $ | (0.03         | ) |  | $ | 0.07      



(3) Revenue attributable to one
customer totaled $732,000, or 11%, and $1,438,000, or 12 %, of total revenue for the three and six months ended June 30, 2005, respectively, and $464,000 and $921,000, or 12% of total revenue for both the three and six months ended
June 30, 2004, respectively. In addition, the Company provided medical transcription services for the three and six months ended June 30, 2005 to individual customers of MDI that are members of a group of medical care facilities. Revenue
attributable to members of this group comprised 24% and 25% of the Companys total revenue for the three and six months ended June 30, 2005, respectively.



(4) The Company accounts for goodwill and other intangible assets in accordance with the provisions of SFAS No. 142, Goodwill and
Other Intangible Assets.Under the provisions of this Statement, goodwill and intangible assets that have indefinite useful lives are tested at least annually for impairment rather than being amortized like intangible assets with finite useful
lives, which are amortized over their useful lives. The Company had no goodwill or intangible assets subject to the provisions of SFAS No. 142 as of December 31, 2004. On January 31, 2005, the Company purchased MDI. Part of the
purchase price for MDI was attributed to goodwill and other intangible assets. (See Note 2.)



|                       |  |               |           |                         |   |            |  |   |          
|---------------------- |  | ------------- | --------- | ----------------------- | - | ---------- |  | - | ---------
|                       |  | June 30, 2005
|                       |  | Gross Assets  |           | AccumulatedAmortization |   | Net Assets
|Goodwill               |  | $             | 3,446,000 |                         |   |            |  | $ | 3,446,000
|Customer relationships |  |               | 500,000   |                         | $ | 42,000     |  | $ | 458,000  
|Non-compete agreements |  |               | 50,000    |                         |   | 4,000      |  | $ | 46,000   
|                       |  |               |           |                         |   |            |  |   |          
|                       |  | $             | 3,996,000 |                         | $ | 46,000     |  | $ | 3,950,000



6



---

(5) On January 31, 2005, the Company expanded its existing line of credit from $1.0 million to $1.5 million and
extended the maturity of this line of credit from April 30, 2005 to April 30, 2006. On March 1, 2005, the Company expanded its existing line of credit from $1.5 million to $2.0 million on substantially the same terms and conditions as
the previous line of credit with the exception of a requirement to maintain a specified minimum quarter-end balance of cash ($650,000 as of June 30, 2005). Borrowings under the new LOC shall bear interest at the lenders prime rate (6.25%
at June 30, 2005) and shall be secured by the Companys accounts receivable.



(6) On April 5, 2001, Our Lady of the Lakes Hospital, Inc. (OLOL) filed a lawsuit against the Company. The lawsuit, styled Our Lady of the Lakes Hospital, Inc. v. Transcend Services, Inc., was filed in the 19th
Judicial District Court, Parish of East, State of Louisiana, Civil Case Number 482775, Div. A. The lawsuit alleges, among other things, that the Company breached certain contracts entered into between OLOL and the Company, including a staffing and
management servicing contract, a transcription platform agreement and a marketing agreement. OLOL is seeking an unspecified amount of monetary damages. On May 30, 2001, the Company filed a timely Answer that generally denied all liability, and
the Company filed a counterclaim against OLOL primarily seeking fees owed by OLOL for services performed by the Company and interest on unpaid invoices. OLOL subsequently added Transcends insurance carriers as defendants to the lawsuit and
later lost a court decision and related appeal in that regard.



The Company
intends to defend vigorously all claims made by OLOL. The lawsuit is in an early procedural stage, however, and therefore it is not possible at this time to determine the outcome of the actions or the effect, if any, that their outcome may have on
the Companys results of operations and financial condition. There can be no assurances that this litigation will not have a material adverse effect on the Companys results of operations and financial condition.



The Company is involved in a dispute over fees payable to the Company by a third party under
an earn-out provision of a prior year asset sale agreement that provides for binding arbitration of disputes. The binding arbitration process has been initiated at the request of the Company and there is a hearing scheduled during October 2005. At
this time, it is not possible to predict the outcome of the binding arbitration process.



(7) In December 2004, the Financial Accounting Standards Board (FASB) published Statement of Financial Standards No. 123 (revised 2004) Share-Based Payment (SFAS 123R). The
provisions of SFAS 123R become generally accepted accounting principles at the beginning of the first fiscal year that commences after June 15, 2005. Such provisions will affect the way that the Company accounts for stock-based compensation
plans and will result in increased compensation expense of a presently indeterminable amount being included in the Companys results of operations after the effective date of such provisions.



(8) On April 6, 2005, the Company fulfilled the prerequisites for receiving the proceeds
under a Promissory Note dated March 1, 2005 payable to the Development Corporation of Abilene, Inc. (DCOA) in the principal amount of $1,000,000 (the Promissory Note). Transcend received $850,000 under the Promissory
Note on April 7, 2005 and was pre-funded $150,000 under the Promissory Note on March 31, 2005.



The Promissory Note relates to the Agreement for Financial Assistance by and between DCOA and Transcend effective as of March 1, 2005 (the Agreement) that was approved by DCOA on March 4, 2005.
Under the terms of the Agreement, DCOA shall provide up to $2 million of interest-free, secured loans to Transcend (the Loans). In return, Transcend shall establish and operate a medical transcription training center and regional office
in Abilene, Texas (the Facility). In addition, Transcend shall recruit, hire and train in the Facility up to 208 medical transcription professionals, the majority of whom shall be recruited from Abilene or the area surrounding Abilene,
as defined in the Agreement. DCOA shall offer the Loans to Transcend in two increments of $1 million each in return for Transcend recruiting, hiring and training up to 104 medical transcription professionals for each Loan. The Promissory Note is the
first such Loan.



Transcend and DCOA intend for the Promissory Note to be paid
by Transcend using job creation/retention incentive payments provided to Transcend by DCOA based upon job creation incentives, as defined in the Agreement, that are earned by Transcend as provided in the Agreement. The Promissory Note is secured by
a $150,000 letter of credit from a bank and certain furniture and equipment (the Collateral). The Collateral shall be released as the principal balance of the Promissory Note is reduced by job creation incentives that are earned by
Transcend. Principal reductions of the Promissory Note shall be effected through earned job creation incentives, not cash, as follows: (1) $25,000 per month for the first six months of the Agreement provided that 15 employees are hired by
Transcend during that period; and (2) the straight-line amortization of job creation incentives earned by Transcend on or before March 31, 2010 over 20 quarters through March 31, 2012. As of June 30, 2005. Transcend earned
principal reduction credits of $25,000 and $125,000 on an accelerated basis in the three months ended March 31, 2005 and June 30, 2005, respectively. The principal balance of the Promissory Note, if any, remaining on March 31, 2012 is
payable in cash by Transcend unless said balance is forgiven by DCOA.



7



---

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Certain information included in this Quarterly Report
on Form 10-Q contains, and other reports or materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company
or its management) contain or will contain, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended and pursuant to
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to financial results and plans for future business activities, and are thus prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Among the important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are competitive pricing pressures, loss of significant customers, the mix of revenue, changes in pricing policies, delays in revenue recognition, lower-than-expected demand for the Companys
products and services, business conditions in the integrated health care delivery network market, the effect of future acquisitions, if any, and the risk factors detailed from time to time in the Companys periodic reports and registration
statements filed with the Securities and Exchange Commission. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and as such speak only as of the date made.



Results of Operations



Transcend Services, Inc. (the Company) utilizes its web-based voice and data distribution technology and home-based medical
language specialists to convert physicians voice recordings into electronic medical record documents.



During the first quarter ended March 31, 2005, Transcend completed two significant transactions that were described in the Notes to Consolidated Financial Statements: (1) the acquisition of Medical
Dictation, Inc. (MDI); and (2) the agreement with the Development Corporation of Abilene Inc. These transactions have had an effect on the Companys financial statements for the second quarter of 2005 as well as the six months
ended June 30, 2005 and are expected to have an effect on future periods.



Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004



Revenue increased $2,779,000, or 74%, to $6.5 million for the three months ended June 30, 2005, compared to revenue of $3.8 million for the three months ended
June 30, 2004. The net increase in revenue is primarily attributable to: (1) an increase in revenue of $2,294,000 attributable to the acquisition of MDI on January 31, 2005; (2) transcription revenue of $600,000 from new
transcription customers; (3) a decrease of $603,000 in transcription revenue from customers that terminated contracts since June 30, 2004; (4) an increase in transcription revenue of $351,000 from existing customers; and (5) an
increase of $137,000 in other revenue, including $125,000 of earned job creation incentives related to the Abilene training center.



Direct costs increased $2,678,000, or 101%, to $5.3 million for the three months ended June 30, 2005, compared to direct costs of $2.7 million for the three months
ended June 30, 2004. Direct costs include costs attributable to compensation for transcriptionists, recruiting of transcriptionists, production management, customer service, technical support for production operations, implementation of
transcription services and depreciation and amortization related to production operations. Transcription compensation is a variable cost based on lines transcribed or edited multiplied by specified per-line pay rates that vary by individual as well
as type of work. The per-line pay rates are higher for transcription work on the Companys transcription platform than for transcription and editing work on a third-partys voice recognition platform, used for approximately 7% and 10% of
the Companys revenue for the three months ended June 30, 2005 and 2004, respectively. All direct costs referred to above other than compensation for transcriptionists are semi-variable production infrastructure costs that periodically
change in anticipation of or in response to the overall level of production activity. Compensation for transcriptionists increased $2,421,000 due to the overall increase in revenue of $2,779,000 referred to above, most of which relates to the
acquisition of MDI. The remaining net increase in direct costs of $257,000 was attributable to a net increase in non-MDI production infrastructure costs to support a higher level of revenue that was not achieved. The production infrastructure costs
increased due primarily to additional recruiting and training costs, higher implementation expense and higher compensation costs related to a reorganization that will ultimately help us more efficiently provide a higher level of customer
service.



Gross profit increased $101,000, or 9%, to $1.2 million for the three
months ended June 30, 2005, compared to gross profit of $1.1 million for the three months ended June 30, 2004. Gross profit as a percentage of revenue decreased to 18.5% in the second quarter of 2005 compared to 29.4% in the second quarter
of 2004. This decrease of 10.9 percentage points is primarily due to the addition of



8



---

MDI, which historically has had lower gross margins as percentages of revenue, due to the pricing of its contracts and delivery methods. The decrease is also
due to competitive pricing pressure from both new and existing customers, compensation expenses related to a reorganization and the increase in production infrastructure costs discussed above in anticipation of a projected revenue level that was not
achieved in the second quarter of 2005.



Sales and marketing expenses increased
$44,000, or 16%, to $323,000 in the second quarter of 2005, compared to sales and marketing expenses of $279,000 in the second quarter of 2004. Sales and marketing expenses as a percentage of revenue for the second quarter of 2005 were 5% compared
to 7% in the second quarter of 2004. The net increase in sales and marketing expense is primarily due to the addition of MDI.



Research and development expenses increased $19,000, or 24%, to $97,000 in the second quarter of 2005, compared to research and development expenses of $78,000 in the
second quarter of 2004. Research and development expenses as a percentage of revenue for the second quarter of 2005 were 1% compared to 2% for the second quarter of 2004. The increase in research and development expenses is primarily attributable to
the addition of staff.



The Company capitalized internal software development
costs of $45,000 and $62,000 for the three months ended June 30, 2005 and 2004, respectively, primarily related to enhancements of its speech recognition technology platform and billing system.



General and administrative expenses increased $316,000, or 49%, to $964,000 in the second
quarter of 2005, compared to general and administrative expenses of $648,000 in the second quarter of 2004. General and administrative expenses as a percentage of revenue for the second quarter of 2005 were 15% compared to 17% for the second quarter
of 2004. The net increase was primarily due to the addition of MDI, compensation expenses related to a reorganization, the cost of the Companys performance improvement program introduced in December 2004 and increased rent, audit and legal
expenses.



The Company reported net interest and other expense of $65,000 in
the second quarter of 2005, comprised primarily of interest on the borrowings associated with the acquisition of MDI. For the second quarter of 2004, the Company reported net interest expense of $7,000.



The Company reported an income tax provision of $1,000 and 2,000 in the second quarters of
2005 and 2004, respectively, due to the expiration of certain state income tax credit carryforwards in 2004. The Company has net operating loss carryforwards of approximately $18.9 million.



Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004



Revenue increased $4,231,000, or 55%, to $11.9 million for the six
months ended June 30, 2005, compared to revenue of $7.6 million for the six months ended June 30, 2004. The net increase in revenue is primarily attributable to: (1) an increase in revenue of $3,711,000 attributable to the acquisition
of MDI on January 31, 2005; (2) transcription revenue of $844,000 from new transcription customers; (3) a decrease of $1,218,000 in transcription revenue from customers that terminated contracts since June 30, 2004; (4) an
increase in transcription revenue of $722,000 from existing customers; and (5) an increase of $171,000 in other revenue, including $150,000 of earned job creation incentives related to the Abilene training facility.



Direct costs increased $3,901,000, or 71%, to $9.4 million for the six months ended
June 30, 2005, compared to direct costs of $5.5 million for the six months ended June 30, 2004. Direct costs include costs attributable to compensation for transcriptionists, recruiting of transcriptionists, production management, customer
service, technical support for production operations, implementation of transcription services and depreciation and amortization related to production operations. Transcription compensation is a variable cost based on lines transcribed or edited
multiplied by specified per-line pay rates that vary by individual as well as type of work. The per-line pay rates are higher for transcription work on the Companys transcription platform than for transcription and editing work on a
third-partys voice recognition platform, used for approximately 7% and 9% of the Companys revenue for the six months ended June 30, 2005 and 2004, respectively. All direct costs referred to above other than compensation for
transcriptionists are semi-variable production infrastructure costs that periodically change in anticipation of or in response to the overall level of production activity. Compensation for transcriptionists increased $3,533,000 due to the overall
increase in revenue of $4,231,000 referred to above, most of which relates to the acquisition of MDI. The remaining net increase in direct costs of $368,000 was attributable to a net increase in non-MDI production infrastructure costs to support a
higher level of revenue that was not achieved. The production infrastructure costs increased due primarily to additional recruiting and training costs, higher implementation expense and higher compensation costs related to a reorganization that
will ultimately help us more efficiently provide a higher level of customer service.



9



---

Gross profit increased $330,000, or 15%, to $2.5 million for the six months ended June 30, 2005, compared to gross
profit of $2.1 million for the six months ended June 30, 2004. Gross profit as a percentage of revenue decreased to 20.8% in the six months ended June 30, 2005 compared to 28.0% in the six months ended June 30, 2004. This decrease of
7.2 percentage points is primarily due to the addition of MDI, which historically has had lower gross margins as percentages of revenue, due to the pricing of its contracts and delivery methods. Additionally, the increase in production
infrastructure costs discussed above in anticipation of a projected revenue level that was not achieved in the second quarter of 2005 contributed to the gross margin decline as well as competitive pricing pressure from both new and existing
customers.



Sales and marketing expenses increased $50,000, or 9%, to $577,000
for the six months ended June 30, 2005, compared to sales and marketing expenses of $527,000 for the six months ended June 30, 2004. Sales and marketing expenses as a percentage of revenue for the six months ended June 30, 2005 were
5% compared to 7% for the six months ended June 30, 2004. The net increase in sales and marketing expenses is primarily due to the addition of MDI.



Research and development expenses increased $37,000, or 20%, to $220,000 for the six months ended June 30, 2005, compared to research and development expenses of
$183,000 for the six months ended June 30, 2004. Research and development expenses as a percentage of revenue for both the six months ended June 30, 2005 and 2004 were 2%. The increase in research and development expenses is primarily
attributable to the addition of MDI.



During the six months ended June 30,
2005 and 2004, the Company capitalized $111,000 and $95,000, respectively, of compensation expense related to the development of enhancements to its speech recognition technology platform and billing system.



General and administrative expenses increased $536,000, or 43%, to $1.8 million during the
six months ended June 30, 2005, compared to general and administrative expenses of $1.3 million for the six months ended June 30, 2004. General and administrative expenses as a percentage of revenue for the six months ended June 30,
2005 were 15% compared to 16% for the six months ended June 30, 2004. The net increase was primarily due to the addition of MDI, the cost of the Companys performance improvement program introduced in December 2004, compensation expenses
related to a reorganization and increased rent, audit and legal expenses.



The
Company reported net interest and other expense of $108,000 during the first six months of 2005, comprised primarily of interest on the borrowings associated with the acquisition of MDI. For the first six months of 2004, the Company reported net
interest expense of $15,000.



The Company reported an income tax provision of
$2,000 during each of the six months ended June 30, 2005 and 2004 due to the expiration of certain state income tax credit carryforwards in 2004. The Company has net operating loss carryforwards of approximately $18.9 million.



Liquidity and Capital Resources



The Companys current financial condition has been significantly influenced by three
factors: (1) the acquisition of MDI; (2) receipt of $1,000,000 related to the interest-free economic development loan to establish a training facility in Abilene, Texas and hire medical language specialists in Abilene; and
(3) unprofitable and cash flow negative operations in the first half of 2005. As of June 30, 2005, the Company had cash and cash equivalents of $664,000, a working capital deficit of $261,000 and availability of approximately $619,000 on
its $2.0 million line of credit, which expires on April 30, 2006. See Note 5 and Note 8 to the Consolidated Financial Statements.



Net cash used in operating activities totaled $376,000 for the six months ended June 30, 2005, due primarily to the second quarter net loss and an increase in
accounts receivable.



Net cash used in investing activities totaled $1,932,000
for the six months ended June 30, 2005, and was comprised primarily of the acquisition of MDI, computer hardware purchases and the development of enhancements to the speech recognition platform and billing system.



Net cash provided by financing activities during the first six months of 2005 consisted
primarily of $1,381,000 in borrowings under the line of credit, of which $1,000,000 related to the acquisition of MDI, and the receipt of the $1,000,000 economic development



10



---

loan to establish a training facility in Abilene, Texas and hire medical language specialists in Abilene.



Aside from cash available under the unused portion of its $2.0 million line of credit
referred to above, the Company has potential cash resources of an undetermined amount of earn-out payments, if any, payable by Provider HealthNet Services, Inc. (PHNS), based on a fixed percentage of certain defined future revenue
recognized by PHNS from the Co-Sourcing and CodeRemote businesses sold to PHNS by Transcend in October 2000. However, the Company is involved in a dispute with PHNS over fees payable to the Company, and is scheduled to participate in a binding
arbitration proceeding in October 2005.



The Company is a defendant in a
lawsuit that is discussed in Note 6 to the Consolidated Financial Statements included with this report.



Absent a material adverse outcome from the lawsuit, the Company anticipates that cash on hand, together with internally generated funds, cash available under its line of credit and potential cash from the PHNS
earn-out agreement, if any, should be sufficient to finance operations and make capital investments in the normal and ordinary course of its business during 2005 and for the foreseeable future. However, the Company would likely require additional
financing of an undetermined type and amount from an undetermined source to fund future acquisitions if such opportunities became available.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Company had no material exposure to market risk from derivatives or other financial instruments as of June 30, 2005.



Item 4. Controls and Procedures



The SEC defines the term disclosure controls and procedures to mean a
companys controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the SECs rules and forms. The Companys principal executive officer and principal financial officer, based on their evaluation of the Companys disclosure controls and procedures as of the end of
the quarterly period covered by this report (June 30, 2005), have concluded that the Companys disclosure controls and procedures were effective for this purpose.



Internal control over financial reporting consists of control processes designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with GAAP. To the extent that components of the Companys internal control over financial reporting are included in the
Companys disclosure controls, they are included in the scope of the evaluation by the Companys principal executive officer and principal financial officer referenced above. During 2005, the Company acquired MDI and has applied the
Companys internal control over financial reporting to MDI. There were no changes in the Companys internal control over financial reporting during the Companys last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.



11



---

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



The Company is involved in a dispute over fees payable to the Company by a third party under an earn-out provision of a prior year asset sale agreement that provides for
binding arbitration of disputes. The binding arbitration process has been initiated at the request of the Company and there is a hearing scheduled during October 2005. At this time, it is not possible to predict the outcome of the binding
arbitration process.



Item 4. Submission of Matters to a Vote of
Security Holders



The Company held its Annual Meeting of Stockholders on
May 4, 2005. The stockholders voted on the following three proposals and the results of the voting are presented below.



1. To elect a Board of Directors consisting of five members to hold office until the next annual meeting of stockholders or until their successors are elected and
qualified:



|                    |  |           |  |              
|------------------- |  | --------- |  | -------------
|Nominee             |  | Votes For |  | VotesWithheld
|Joseph P. Clayton   |  | 6,999,597 |  | 15,962       
|James D. Edwards    |  | 7,005,162 |  | 10,397       
|Larry G. Gerdes     |  | 7,005,722 |  | 9,837        
|Walter S. Huff, Jr. |  | 7,005,722 |  | 9,837        
|Charles E. Thoele   |  | 7,005,722 |  | 9,837        



2. To approve the 2005 Stock Incentive
Plan. The stockholders approved said plan with 4,786,540 votes FOR, 145,909 votes AGAINST, 50,151 ABSTAINING and 2,032,959 BROKER NON-VOTES.



3. To ratify the appointment of Miller Ray Houser & Stewart LLP as independent public accountants to audit the accounts of the Company for the year ending
December 31, 2005. The stockholders ratified said appointment with 6,947,031 votes FOR, 23,010 votes AGAINST and 45,518 ABSTAINING.



Item 6. Exhibits



The following exhibits are filed with or incorporated by reference into this report.



|               |                     |                                                                                                                                                                                            |      |                            |          |            |         |      |             |                 
|-------------- | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | -------------------------- | -------- | ---------- | ------- | ---- | ----------- | ----------------
|Exhibit Number |                     |                                                                                                                                                                                            |      | Incorporation by Reference
|               | Exhibit Description |                                                                                                                                                                                            | Form |                            | File No. |            | Exhibit |      | Filing Date
|               |                     |                                                                                                                                                                                            |      |                            |         
|2.1            |                     | Asset Purchase Agreement dated October 13, 2000 with Provider HealthNet Services, Inc.                                                                                                     |      | 8-K                        |          | 0-18217    |         | 2.7  |             | October 30, 2000
|               |                     |                                                                                                                                                                                            |      |                            |         
|2.2            |                     | Stock Purchase Agreement dated January 31, 2005 between Transcend Services, Inc. and Susan McGrogan, with respect to the purchase and sale of the capital stock of Medical Dictation,
Inc. |      | 10-K                       |          | 0-18217    |         | 2.3  |             | March 9, 2005   
|               |                     |                                                                                                                                                                                            |      |                            |         
|3.1            |                     | Certificate of Incorporation                                                                                                                                                               |      | S-3                        |          | 333-106446 |         | 4.1  |             | June 25, 2003   
|               |                     |                                                                                                                                                                                            |      |                            |         
|3.2            |                     | Restated Bylaws                                                                                                                                                                            |      | 10-K                       |          | 0-18217    |         | 3(a) |             | August 27, 1993 
|               |                     |                                                                                                                                                                                            |      |                            |         
|4.1            |                     | Promissory Note dated as of March 1, 2005 between Transcend Services, Inc. and the Development Corporation of Abilene, Inc.                                                                |      |                            |          |            |         |      |             |                 



12



---

|               |                     |                                                                                                                                                                            |      |                            |         |  |         |  |            | 
|-------------- | ------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -------------------------- | ------- |  | ------- |  | ---------- | 
|Exhibit Number |                     |                                                                                                                                                                            |      | Incorporation by Reference
|               | Exhibit Description |                                                                                                                                                                            | Form |                            | FileNo. |  | Exhibit |  | FilingDate
|               |                     |                                                                                                                                                                            |      |                            |        
|10.1           |                     | Transcend Services, Inc. 2005 Stock Incentive Plan                                                                                                                         |      |                            |         |  |         |  |            | 
|               |                     |                                                                                                                                                                            |      |                            |        
|31.1           |                     | Certification of Chief Executive Officer of the Registrant Pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended |      |                            |         |  |         |  |            | 
|               |                     |                                                                                                                                                                            |      |                            |        
|31.2           |                     | Certification of Chief Financial Officer of the Registrant Pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended |      |                            |         |  |         |  |            | 
|               |                     |                                                                                                                                                                            |      |                            |        
|*32.1          |                     | Certification of Chief Executive Officer of the Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                       |      |                            |         |  |         |  |            | 
|               |                     |                                                                                                                                                                            |      |                            |        
|*32.2          |                     | Certification of Chief Financial Officer of the Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                       |      |                            |         |  |         |  |            | 



|* | This certification is furnished to, but not filed with, the Commission. This certification shall not be deemed to be incorporated by reference into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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.



|              |  |                                                                                                                                                                                                                                            
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|July 28, 2005 |  | TRANSCEND SERVICES, INC.  By:   /s/ Larry G. GerdesLarry G. Gerdes, President and Chief Executive Officer (Principal Executive Officer)   By:   /s/ Mark D. MeersmanMark D. Meersman, Chief Financial Officer (Principal Financial Officer)



14