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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No.1)







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 000-18217





TRANSCEND
SERVICES, INC.

(Exact name of registrant as specified in its charter)







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

One Glenlake Parkway, Suite 1325, Atlanta, GA 30328

(Address of principal executive offices and zip code)

Registrants telephone number, including area code: (678) 808-0600





(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell Company (as defined in Rule
12b-2 of the Exchange Act).    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 31,
2009
|Common Stock, $0.05 par value |  | 8,497,342                   









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Explanatory Note

Transcend Services, Inc. (the Company) is filing this Amendment No. 1 on Form 10-Q/A (Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2009, initially filed with the Securities and Exchange Commission (the SEC) on August 3, 2009 (the Original Filing) to amend the certifications in exhibits 31.1 and 31.2.

In the Companys previously filed 10-Q, some language in the certifications attached as exhibit 31.1 and 31.2 did not conform to the language in
Item 601(b)(31)(i) of Regulation S-K.

This Amendment No.1 to Form 10-Q amends exhibits 31.1 and 31.2 only. It does not, and does not
purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made.



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INDEX



|           |  |                                                                                                 |  |           
|---------- |  | ----------------------------------------------------------------------------------------------- |  | ----------
|           |  |                                                                                                 |  | PageNumber
|PART I.    |  | FINANCIAL INFORMATION                                                                           |  | 4         
|           |  |                                                                                                
|Item 1.    |  | Financial Statements (Unaudited)                                                                |  | 4         
|           |  |                                                                                                
|           |  | Balance Sheets as of June 30, 2009 and December 31, 2008                                        |  | 4         
|           |  |                                                                                                
|           |  | Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and
2008 |  | 5         
|           |  |                                                                                                
|           |  | Statement of Stockholders Equity for the Six Months Ended June 30, 2009                        |  | 6         
|           |  |                                                                                                
|           |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008           |  | 7         
|           |  |                                                                                                
|           |  | Notes to Consolidated Financial Statements                                                      |  | 8         
|           |  |                                                                                                
|Item 2     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 13        
|           |  |                                                                                                
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 17        
|           |  |                                                                                                
|Item 4.    |  | Controls and Procedures                                                                         |  | 17        
|           |  |                                                                                                
|PART II.   |  | OTHER INFORMATION                                                                               |  | 17        
|           |  |                                                                                                
|Item 1.    |  | Legal Proceedings                                                                               |  | 17        
|           |  |                                                                                                
|Item 1A.   |  | Risk Factors                                                                                    |  | 17        
|           |  |                                                                                                
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                     |  | 17        
|           |  |                                                                                                
|Item 3.    |  | Defaults upon Senior Securities                                                                 |  | 17        
|           |  |                                                                                                
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                             |  | 18        
|           |  |                                                                                                
|Item 5.    |  | Other Information                                                                               |  | 18        
|           |  |                                                                                                
|Item 6.    |  | Exhibits                                                                                        |  | 19        
|           | 
|SIGNATURES |  | 20                                                                                             



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

TRANSCEND SERVICES, INC.

BALANCE SHEETS

(Rounded to the nearest thousand)



|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                                                               |  | June 30,2009(unaudited) |            |   | December 31,2008 |  
|ASSETS                                                                                                                                                                                                         |  |                         |            |   |                  |   |            |  
|Current assets:                                                                                                                                                                                                |  |                         |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                                                                                                      |  | $                       | 7,807,000  |   |                  | $ | 12,282,000 |  
|Accounts receivable, net of allowance for doubtful accounts of $113,000 and $99,000 at June 30, 2009 and December 31,
2008, respectively                                                                       |  |                         | 7,427,000  |   |                  |   | 5,929,000  |  
|Deferred income tax, net                                                                                                                                                                                       |  |                         | 163,000    |   |                  |   | 288,000    |  
|Prepaid income tax                                                                                                                                                                                             |  |                         | 848,000    |   |                  |   |           |  
|Prepaid expenses and other current assets                                                                                                                                                                      |  |                         | 352,000    |   |                  |   | 332,000    |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total current assets                                                                                                                                                                                           |  |                         | 16,597,000 |   |                  |   | 18,831,000 |  
|Property and equipment:                                                                                                                                                                                        |  |                         |            |   |                  |   |            |  
|Computer equipment                                                                                                                                                                                             |  |                         | 2,767,000  |   |                  |   | 2,376,000  |  
|Software                                                                                                                                                                                                       |  |                         | 2,818,000  |   |                  |   | 2,794,000  |  
|Furniture and fixtures                                                                                                                                                                                         |  |                         | 519,000    |   |                  |   | 487,000    |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total property and equipment                                                                                                                                                                                   |  |                         | 6,104,000  |   |                  |   | 5,657,000  |  
|Accumulated depreciation and amortization                                                                                                                                                                      |  |                         | (4,379,000 | ) |                  |   | (3,973,000 | )
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Property and equipment, net                                                                                                                                                                                    |  |                         | 1,725,000  |   |                  |   | 1,684,000  |  
|Intangible assets:                                                                                                                                                                                             |  |                         |            |   |                  |   |            |  
|Goodwill                                                                                                                                                                                                       |  |                         | 10,560,000 |   |                  |   | 4,717,000  |  
|Other intangible assets                                                                                                                                                                                        |  |                         | 3,099,000  |   |                  |   | 795,000    |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total intangible assets                                                                                                                                                                                        |  |                         | 13,659,000 |   |                  |   | 5,512,000  |  
|Accumulated amortization                                                                                                                                                                                       |  |                         | (688,000   | ) |                  |   | (530,000   | )
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Intangible assets, net                                                                                                                                                                                         |  |                         | 12,971,000 |   |                  |   | 4,982,000  |  
|Deferred income tax, net                                                                                                                                                                                       |  |                         | 157,000    |   |                  |   | 519,000    |  
|Other assets                                                                                                                                                                                                   |  |                         | 72,000     |   |                  |   | 79,000     |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total assets                                                                                                                                                                                                   |  | $                       | 31,522,000 |   |                  | $ | 26,095,000 |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                           |  |                         |            |   |                  |   |            |  
|Current liabilities:                                                                                                                                                                                           |  |                         |            |   |                  |   |            |  
|Accounts payable                                                                                                                                                                                               |  | $                       | 1,178,000  |   |                  | $ | 981,000    |  
|Accrued compensation and benefits                                                                                                                                                                              |  |                         | 2,086,000  |   |                  |   | 1,704,000  |  
|Revolving promissory note                                                                                                                                                                                      |  |                         | 2,000      |   |                  |   | 4,000      |  
|Promissory notes payable                                                                                                                                                                                       |  |                         | 477,000    |   |                  |   | 477,000    |  
|Other accrued liabilities                                                                                                                                                                                      |  |                         | 869,000    |   |                  |   | 672,000    |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total current liabilities                                                                                                                                                                                      |  |                         | 4,612,000  |   |                  |   | 3,838,000  |  
|Long term liabilities:                                                                                                                                                                                         |  |                         |            |   |                  |   |            |  
|Promissory notes payable                                                                                                                                                                                       |  |                         |           |   |                  |   | 238,000    |  
|Other liabilities                                                                                                                                                                                              |  |                         | 157,000    |   |                  |   | 169,000    |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total long term liabilities                                                                                                                                                                                    |  |                         | 157,000    |   |                  |   | 407,000    |  
|Commitments and contingencies                                                                                                                                                                                  |  |                         |            |   |                  |   |            |  
|Stockholders equity:                                                                                                                                                                                          |  |                         |            |   |                  |   |            |  
|Preferred stock, $0.01 par value; 2,000,000 shares authorized and no shares outstanding at June 30, 2009 and
December 31, 2008                                                                                 |  |                         |           |   |                  |   |           |  
|Common stock, $0.05 par value; 15,000,000 shares authorized at June 30, 2009 and December 31, 2008; 8,485,000 and
8,451,000 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively |  |                         | 425,000    |   |                  |   | 423,000    |  
|Additional paid-in capital                                                                                                                                                                                     |  |                         | 32,006,000 |   |                  |   | 30,439,000 |  
|Retained deficit                                                                                                                                                                                               |  |                         | (5,678,000 | ) |                  |   | (9,012,000 | )
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total stockholders equity                                                                                                                                                                                     |  |                         | 26,753,000 |   |                  |   | 21,850,000 |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  
|Total liabilities and stockholders equity                                                                                                                                                                     |  | $                       | 31,522,000 |   |                  | $ | 26,095,000 |  
|                                                                                                                                                                                                               |  |                         |            |   |                  |   |            |  

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



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TRANSCEND SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and rounded to the nearest thousand,

except earnings per
share)



|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|----------------------------------- |  | -------------------------- | ---------- | ------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                    |  | Three months endedJune 30, |            | Six months endedJune 30,
|                                    |  | 2009                       |            | 2008                     |   | 2009       |  | 2008
|Revenue                             |  | $                          | 16,966,000 |                          | $ | 11,973,000 |  | $    | 31,896,000 |  | $ | 23,702,000
|Direct costs                        |  |                            | 10,851,000 |                          |   | 7,570,000  |  |      | 20,438,000 |  |   | 15,145,000
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Gross profit                        |  |                            | 6,115,000  |                          |   | 4,403,000  |  |      | 11,458,000 |  |   | 8,557,000 
|Operating expenses:                 |  |                            |            |                          |   |            |  |      |            |  |   |           
|Sales and marketing                 |  |                            | 446,000    |                          |   | 301,000    |  |      | 853,000    |  |   | 489,000   
|Research and development            |  |                            | 364,000    |                          |   | 266,000    |  |      | 733,000    |  |   | 533,000   
|General and administrative          |  |                            | 2,174,000  |                          |   | 1,434,000  |  |      | 3,940,000  |  |   | 2,771,000 
|Depreciation and amortization       |  |                            | 309,000    |                          |   | 201,000    |  |      | 564,000    |  |   | 397,000   
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Total operating expenses            |  |                            | 3,293,000  |                          |   | 2,202,000  |  |      | 6,090,000  |  |   | 4,190,000 
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Operating income                    |  |                            | 2,822,000  |                          |   | 2,201,000  |  |      | 5,368,000  |  |   | 4,367,000 
|Interest and other expense, net     |  |                            | 30,000     |                          |   | 9,000      |  |      | 61,000     |  |   | 16,000    
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Income before income taxes          |  |                            | 2,792,000  |                          |   | 2,192,000  |  |      | 5,307,000  |  |   | 4,351,000 
|Income tax provision                |  |                            | 1,036,000  |                          |   | 757,000    |  |      | 1,973,000  |  |   | 1,556,000 
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Net income                          |  | $                          | 1,756,000  |                          | $ | 1,435,000  |  | $    | 3,334,000  |  | $ | 2,795,000 
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Basic earnings per share:           |  |                            |            |                          |   |            |  |      |            |  |   |           
|Net earnings per share              |  | $                          | 0.21       |                          | $ | 0.17       |  | $    | 0.39       |  | $ | 0.33      
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average shares outstanding |  |                            | 8,483,000  |                          |   | 8,451,000  |  |      | 8,476,000  |  |   | 8,448,000 
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Diluted earnings per share:         |  |                            |            |                          |   |            |  |      |            |  |   |           
|Net earnings per share              |  | $                          | 0.20       |                          | $ | 0.16       |  | $    | 0.38       |  | $ | 0.31      
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average shares outstanding |  |                            | 8,874,000  |                          |   | 8,938,000  |  |      | 8,831,000  |  |   | 8,933,000 
|                                    |  |                            |            |                          |   |            |  |      |            |  |   |           

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



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TRANSCEND SERVICES, INC.

STATEMENT OF STOCKHOLDERS EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2009

(Unaudited and rounded to the
nearest thousand)



|                                                                          |  |                                          |  |                        |   |                               |           |             |   |                          |  |                 |            |  |                     |            |   |  |   |           
|------------------------------------------------------------------------- |  | ---------------------------------------- |  | ---------------------- | - | ----------------------------- | --------- | ----------- | - | ------------------------ |  | --------------- | ---------- |  | ------------------- | ---------- | - |  | - | ----------
|                                                                          |  | Number ofShares ofSeries APreferredStock |  | Series APreferredStock |   | Number ofShares ofCommonStock |           | CommonStock |   | AdditionalPaid-inCapital |  | RetainedDeficit |            |  | StockholdersEquity
|Balance, December 31, 2008                                                |  |                                         |  | $                      |  |                               | 8,451,000 |             | $ | 423,000                  |  | $               | 30,439,000 |  | $                   | (9,012,000 | ) |  | $ | 21,850,000
|Net income                                                                |  |                                          |  |                        |   |                               |           |             |   |                          |  |                 |            |  |                     | 3,334,000  |   |  |   | 3,334,000 
|Issuance of common stock from stock incentive plans                       |  |                                          |  |                        |   |                               | 34,000    |             |   | 2,000                    |  |                 | 81,000     |  |                     |            |   |  |   | 83,000    
|Share-based compensation expense                                          |  |                                          |  |                        |   |                               |           |             |   |                          |  |                 | 258,000    |  |                     |            |   |  |   | 258,000   
|Tax benefit from disqualifying dispositions of stock options and warrants |  |                                          |  |                        |   |                               |           |             |   |                          |  |                 | 1,228,000  |  |                     |            |   |  |   | 1,228,000 
|                                                                          |  |                                          |  |                        |   |                               |           |             |   |                          |  |                 |            |  |                     |            |   |  |   |           
|Balance, June 30, 2009                                                    |  |                                         |  | $                      |  |                               | 8,485,000 |             | $ | 425,000                  |  | $               | 32,006,000 |  | $                   | (5,678,000 | ) |  | $ | 26,753,000
|                                                                          |  |                                          |  |                        |   |                               |           |             |   |                          |  |                 |            |  |                     |            |   |  |   |           

The accompanying notes are an integral part of this financial statement.



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TRANSCEND SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and rounded to the nearest thousand)



|                                                                                  |  |                           |            |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                  |  | Six months ended June 30, |           
|                                                                                  |  | 2009                      |            |   | 2008 |  
|Cash flows from operating activities:                                             |  |                           |            |   |      |   |            |  
|Net income                                                                        |  | $                         | 3,334,000  |   |      | $ | 2,795,000  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |            |   |      |   |            |  
|Deferred income taxes                                                             |  |                           | 487,000    |   |      |   | 1,370,000  |  
|Depreciation and amortization                                                     |  |                           | 564,000    |   |      |   | 397,000    |  
|Share-based compensation                                                          |  |                           | 258,000    |   |      |   | 147,000    |  
|Employment credits  debt forgiveness                                             |  |                           |           |   |      |   | (23,000    | )
|Changes in assets and liabilities:                                                |  |                           |            |   |      |   |            |  
|Accounts receivable, net                                                          |  |                           | (168,000   | ) |      |   | 479,000    |  
|Prepaid income tax, excluding tax benefit for share-based payments                |  |                           | 380,000    |   |      |   |           |  
|Tax benefit for share-based payments                                              |  |                           | (1,228,000 | ) |      |   |           |  
|Prepaid expenses and other current assets                                         |  |                           | (7,000     | ) |      |   | (162,000   | )
|Other assets                                                                      |  |                           | 14,000     |   |      |   | 44,000     |  
|Accounts payable                                                                  |  |                           | 137,000    |   |      |   | 144,000    |  
|Accrued and other liabilities                                                     |  |                           | (131,000   | ) |      |   | (296,000   | )
|                                                                                  |  |                           |            |   |      |   |            |  
|Total adjustments                                                                 |  |                           | 306,000    |   |      |   | 2,100,000  |  
|                                                                                  |  |                           |            |   |      |   |            |  
|Net cash provided by operating activities                                         |  |                           | 3,640,000  |   |      |   | 4,895,000  |  
|Cash flows from investing activities:                                             |  |                           |            |   |      |   |            |  
|Capital expenditures                                                              |  |                           | (372,000   | ) |      |   | (424,000   | )
|Proceeds from disposition of assets                                               |  |                           |           |   |      |   | (40,000    | )
|Purchase of businesses, net of cash acquired                                      |  |                           | (8,814,000 | ) |      |   |           |  
|                                                                                  |  |                           |            |   |      |   |            |  
|Net cash used in investing activities                                             |  |                           | (9,186,000 | ) |      |   | (464,000   | )
|Cash flows from financing activities:                                             |  |                           |            |   |      |   |            |  
|Proceeds from stock options and other issuances                                   |  |                           | 83,000     |   |      |   | 59,000     |  
|Tax benefit for share-based payments                                              |  |                           | 1,228,000  |   |      |   |           |  
|Repayment of promissory notes payable to related parties                          |  |                           |           |   |      |   | (1,167,000 | )
|Repayment of promissory notes payable                                             |  |                           | (238,000   | ) |      |   | (110,000   | )
|Repayment of revolving promissory note                                            |  |                           | (2,000     | ) |      |   |           |  
|                                                                                  |  |                           |            |   |      |   |            |  
|Net cash provided by (used in) financing activities                               |  |                           | 1,071,000  |   |      |   | (1,218,000 | )
|                                                                                  |  |                           |            |   |      |   |            |  
|Net change in cash and cash equivalents                                           |  |                           | (4,475,000 | ) |      |   | 3,213,000  |  
|Cash and cash equivalents at beginning of period                                  |  |                           | 12,282,000 |   |      |   | 4,996,000  |  
|                                                                                  |  |                           |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                        |  | $                         | 7,807,000  |   |      | $ | 8,209,000  |  
|                                                                                  |  |                           |            |   |      |   |            |  
|Supplemental cash flow information:                                               |  |                           |            |   |      |   |            |  
|Cash paid for interest                                                            |  | $                         | 22,000     |   |      | $ | 59,000     |  
|Cash paid for interest to related parties                                         |  | $                         |           |   |      | $ | 38,000     |  
|Cash paid for income taxes                                                        |  | $                         | 1,376,000  |   |      | $ | 185,000    |  
|Non-cash investing and financing activities:                                      |  |                           |            |   |      |   |            |  
|Additional contingent consideration accrued for previous acquisition              |  | $                         | 475,000    |   |      | $ | 19,000     |  

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



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TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009 and 2008

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying
financial statements include the accounts of Transcend Services, Inc. (the Company or Transcend) and for periods prior to May 31, 2008, its wholly-owned subsidiary, Medical Dictation, Inc. (MDI). MDI was
merged into the Company on May 31, 2008 and all intercompany accounts and transactions have been eliminated in consolidation.

The
accompanying consolidated financial statements are unaudited and have been prepared by the management of 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, 2008. Footnote disclosure that substantially duplicates the disclosure contained in that document has been omitted. Certain items previously reported
in specific financial statement captions have been reclassified to conform to this presentation.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 141(R), Business Combinations. This
Statement retains the fundamental requirements in SFAS 141, Business Combinations. However, SFAS 141(R) requires that acquisition costs be recognized separately from the acquisition and also requires the recognition of assets and liabilities
assumed arising from contractual contingencies as of the acquisition date. SFAS 141(R) is effective for the fiscal year beginning January 1, 2009. This Statement amends FASB Statement No. 109, Accounting for Income Taxes, to require
the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital,
depending on the circumstances. The Statement also requires that a Company account for the potential tax effects of temporary differences, carry forwards, and any income tax uncertainties of the company acquired that exist at the acquisition
date or that arise as a result of the acquisition in accordance with Statement 109, as amended, and related interpretative guidance, including FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. The
Companys adoption of SFAS 141(R) resulted in the expensing of $118,000 and $182,000 of acquisition costs in the three and six months ended June 30, 2009, respectively, in connection with the two acquisitions discussed in Note 3.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan Amendment of
FASB Statement 133. SFAS 161 requires enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB Statement
No. 133,Accounting for Derivative Instruments and Hedging Activities; and (c) derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS 161 is
effective for fiscal years and interim periods beginning after November 15, 2008 with early application being encouraged. The Company does not have any derivative instruments nor is it currently involved in hedging activities and therefore
the adoption of SFAS 161 did not have a material impact on the Companys financial statements.

In April 2008, the FASB issued FASB
Staff Position (FSP) No. FAS 142-3, which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset
under SFAS No. 142, Goodwill and Other Intangible Assets. The FSP requires an entity that is estimating the useful life of a recognized intangible asset to consider its historical experience in renewing or extending similar arrangements
or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension that are both consistent with the assets highest and best use and adjusted for entity-specific factors under
SFAS No. 142. The FSP is effective for fiscal years beginning after December 15, 2008, and the guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after
the effective date. The Companys adoption of FSP No. FAS 142-3 did not have a material effect on its financial statements.

In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS 162 is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of SFAS 162 did not have a significant impact on the
Companys financial statements.

In April 2009, the FASB issued FSP SFAS 141R-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies. FSP SFAS 141R-1 amends the guidance in SFAS 141R to require that assets acquired



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TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

June 30, 2009 and 2008

(Unaudited)



and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability
cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a
Loss. FSP SFAS 141R-1 removes subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS 141R and requires entities to develop a systematic and rational basis for subsequently measuring and
accounting for assets and liabilities arising from contingencies. FSP SFAS 141R-1 eliminates the requirement to disclose an estimate of the range of outcomes of recognized contingencies at the acquisition date. For unrecognized
contingencies, entities are required to include only the disclosures required by SFAS 5. FSP SFAS 141R-1 also requires that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be
treated as contingent consideration of the acquirer and should be initially and subsequently measured at fair value in accordance with SFAS 141R. FSP SFAS 141R-1 is effective for assets or liabilities arising from contingencies the
Company acquires in business combinations occurring after January 1, 2009. FSP SFAS 141R-1 did not have a material effect on the Companys financial statements (see note 3).

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. FSP SFAS 107-1 and APB 28-1 amend SFAS 107, Disclosures
about Fair Value of Financial Instruments, to require an entity to provide disclosures about fair value of financial instruments in interim financial information and amend Accounting Principles Board (APB) Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. Under FSP SFAS 107-1 and APB 28-1, a publicly traded company shall include disclosures about the fair
value of its financial instruments whenever it issues summarized financial information for interim reporting periods. In addition, entities must disclose, in the body or in the accompanying notes of its summarized financial information for interim
reporting periods and in its financial statements for annual reporting periods, the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial
position, as required by SFAS 107. This FSP is effective for interim reporting periods ending after June 15, 2009. The Company has included this disclosure in this filing (see note 6).

In April 2009, the FASB issued FSP SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP SFAS 157-4 affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in
an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. FSP SFAS 157-4 requires an
entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. FSP SFAS 157-4 also amended SFAS 157, Fair Value Measurements, to expand certain disclosure requirements. This FSP is
effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Adoption of this FSP SFAS 157-4 did not have a material impact on the Companys financial statements.

In May 2009, the FASB issued SFAS 165, Subsequent Events. SFAS 165 provides guidance on managements assessment of subsequent
events. SFAS 165 clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued or are available to be
issued. Management must perform its assessment for both interim and annual financial reporting periods and disclose the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective for interim
and annual periods ending after June 15, 2009. The Company has included this disclosure in this filing (see note 11).

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2009, the FASB issued SFAS 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. SFAS 168 establishes the FASB Accounting Standards Codification(Codification) as the source of authoritative U.S. GAAP
recognized by the FASB to be applied by nongovernmental entities. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding SFAS 162. SFAS 168 is effective for financial statements issued
for interim and annual periods ending after September 15, 2009. Adoption of SFAS 168 is not expected to have a material impact on the Companys financial statements.



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TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

June 30, 2009 and 2008

(Unaudited)



3. ACQUISITIONS

On January 1, 2009, the Company completed the acquisition of DeVenture Global Partners, Inc. (DeVenture) in accordance with the Asset Purchase Agreement entered into on December 26,
2008.

Transcend purchased substantially all of the assets and assumed certain liabilities of DeVenture to expand the Companys market
share, capitalize on the potential for the acquired business to grow and leverage Transcends fixed overhead costs across a larger revenue base. DeVentures debt was not assumed. The fixed purchase price was $4,250,000. Under the terms of
the asset purchase agreement, Transcend paid $3,450,000 in cash at closing. The Company established a $400,000 escrow payable to seller upon sellers delivery of reviewed financial statements and final working capital as of December 31,
2008. In April 2009, this escrow, plus a $64,223 working capital adjustment, was paid to the seller. A second escrow in the amount of $400,000 was established at closing, payable one year after the closing date pending satisfaction of the
sellers representations and warranties. In addition, Transcend paid an earn-out of $60,413 subsequent to June 30, 2009 which was equal to twenty percent of the amount that DeVentures annualized revenue for the six-month period after
closing exceeded its revenue for the ninety day period prior to closing. Including the earn-out, the total purchase price would equal $4,374,636 if the second escrow was fully paid. The purchase price was funded using cash on hand.

Transcend allocated the purchase price between goodwill, customer relationships, covenants not to compete, property and equipment and working capital. All
goodwill and intangible asset amortization related to the acquisition of the DeVenture assets is expected to be deductible for income tax purposes. Transcend has included the results of the DeVenture operations in its financial statements from the
closing date forward.

On April 1, 2009, the Company completed the acquisition of the domestic medical transcription business of
Transcription Relief Services, Inc. (TRS) in accordance with the Asset Purchase Agreement entered into on March 26, 2009. Transcend purchased the TRS assets and assumed certain liabilities of TRS to expand the Companys market
share, capitalize on the potential for the acquired business to grow and leverage Transcends fixed overhead costs across a larger revenue base. TRSs debt was not assumed. The fixed purchase price was $4,500,000. Transcend paid $4,000,000
in cash at closing. In May 2009, Transcend paid an additional amount of $500,000 upon the sellers delivery of reviewed financial statements and final working capital as of March 31, 2009. A contingent payment, due in 2010, is based on
fourth quarter 2009 revenue and sold backlog at December 31, 2009, subject to an overall cap of $3,000,000. Based on the June 30, 2009 forecast for 2009, the Company has estimated the contingent payment to be approximately $350,000,
increasing the estimated total purchase price to $4,850,000. The purchase price was funded using cash on hand.

Transcend initially allocated
the purchase price between goodwill, customer relationships, covenants not to compete, property and equipment and working capital. All goodwill and intangible asset amortization related to the acquisition of the TRS assets is expected to be
deductible for income tax purposes. Transcend has included the results of TRS operations in its financial statements from the close date forward. The Company anticipates finalizing the purchase price allocation by the end of 2009 and does not expect
any changes to the purchase price allocation to materially increase or decrease amortization expenses, but they may have a material effect on the amount of recorded goodwill and other intangible assets.

During the quarter ended March 31, 2008, the Company accrued for an additional $39,000 earn-out related to the December 31, 2005 acquisition of
PracticeXpert.

4. MAJOR CUSTOMERS

No single customer accounted for greater than 10% of total revenue for the three and six months ended June 30, 2009 and 2008. The Company provides medical transcription services under individual contracts to customers that are members
of a group of hospitals. Revenue attributable to members of this group comprised 16% and 21% of the Companys total revenue for the three months ended June 30, 2009 and 2008, respectively and 18% and 22% of the Companys total revenue
for the six months ended June 30, 2009 and 2008, respectively. The decrease in percent in 2009 from 2008 is due to the addition of DeVenture and TRS customers, none of which are members of this group.

5. GOODWILL AND OTHER INTANGIBLE ASSETS

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. A portion of the respective purchase prices of the
acquisitions of MDI and PracticeXpert in 2005, OTP Technologies, Inc. (OTP) in 2007 and DeVenture and TRS in 2009 were attributed to goodwill and other intangible assets.



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##### Table of Contents

TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

June 30, 2009 and 2008

(Unaudited)



Other Intangible Assets

(Rounded to the nearest thousand)



|                             |  |                     |  |                          |           |                         |   |           |  |             |           |                         |   |           |  |   |         |  |   |        
|---------------------------- |  | ------------------- |  | ------------------------ | --------- | ----------------------- | - | --------- |  | ----------- | --------- | ----------------------- | - | --------- |  | - | ------- |  | - | -------
|                             |  |                     |  | June 30, 2009(unaudited) |           | December 31, 2008      
|                             |  | Useful Lifein Years |  | GrossAssets              |           | AccumulatedAmortization |   | NetAssets |  | GrossAssets |           | AccumulatedAmortization |   | NetAssets
|Amortized intangible assets: |  |                     |  |                          |           |                         |   |           |  |             |           |                         |   |           |  |   |         |  |   |        
|Covenants-not-to-compete     |  | 5                   |  | $                        | 118,000   |                         | $ | 48,000    |  | $           | 70,000    |                         | $ | 50,000    |  | $ | 39,000  |  | $ | 11,000 
|Customer relationships       |  | 5-10                |  |                          | 2,981,000 |                         |   | 640,000   |  |             | 2,341,000 |                         |   | 745,000   |  |   | 491,000 |  |   | 254,000
|                             |  |                     |  |                          |           |                         |   |           |  |             |           |                         |   |           |  |   |         |  |   |        
|Total intangible assets      |  |                     |  | $                        | 3,099,000 |                         | $ | 688,000   |  | $           | 2,411,000 |                         | $ | 795,000   |  | $ | 530,000 |  | $ | 265,000
|                             |  |                     |  |                          |           |                         |   |           |  |             |           |                         |   |           |  |   |         |  |   |        

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the carrying value of short-term debt, which totaled
$479,000 as of June 30, 2009 and $481,000 as of December 31, 2008, was estimated to approximate its fair value. The carrying value of long-term debt of $0 at June 30, 2009 and $238,000 at December 31, 2008 approximated fair
value. The fair value of debt is estimated based on approximate market interest rates for similar issues. The Companys other financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate fair
value due to the short-term nature of those assets and liabilities.

7. BORROWING ARRANGEMENTS

Revolving promissory note and term loan

The Company maintains a four year credit facility with Healthcare Finance Group (HFG). The HFG facility matures on December 31, 2009 and was initially comprised of up to $3.6 million on
an accounts receivable-based revolving promissory note and up to $2.0 million of term loans to fund acquisitions. The term loan portion expired on December 31, 2007. As a part of the agreement with HFG, the Company issued a warrant to HFG to
purchase 100,000 shares of Transcend common stock at an exercise price of $2.25 per share. The fair value of the warrant at grant date was estimated to be $74,000 and is being amortized into interest expense over the life of the credit facility. On
June 20, 2007 HFG exercised the warrant, receiving 89,008 unregistered shares of Transcend common stock in a cashless exercise. Borrowings bear interest at LIBOR plus 4% (4.31% as of June 30, 2009), are secured by accounts receivable and
other Company assets and require that the Company maintain certain financial and other covenants.

The balance outstanding under the revolving
promissory note was $2,000 and $4,000 at June 30, 2009 and December 31, 2008, respectively. As of June 30, 2009, $3.6 million was available under the HFG line of credit.

MDI Promissory Note

On January 31, 2005, the Company entered into a three year, $3.5 million promissory note in conjunction with the purchase of MDI. The note was secured by the common stock of MDI and bears interest at 5.0%. The note repayment terms are
as follows:



| |  |  | On January 31, 2006, one-third of the principal payable together with all accrued but unpaid interest.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | On January 31, 2007, one-half of the remaining principal together with all accrued but unpaid interest.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | On January 31, 2008, the remaining principal together with all accrued but unpaid interest.
| | - |  | -------------------------------------------------------------------------------------------

On August 15, 2005, the holder of the $3.5 million promissory note reduced the principal amount of the note by $100,000 in consideration for 35,971
unregistered shares of Transcends common stock issued at $2.78 per share, or 110% of fair market value. On December 26, 2005, the holder of the promissory note reduced the principal amount of the note by an additional $300,000 in
consideration for 140,815 unregistered shares of Transcends common stock issued at $2.13 per share, or 105% of fair market value. As of December 31, 2007, the balance of the note was $1.2 million, which was subsequently paid with
available cash in the first quarter of 2008.



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##### Table of Contents

TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

June 30, 2009 and 2008

(Unaudited)



DCOA Promissory Note

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 $1.0 million (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 was initially secured by a $150,000 letter of credit from a bank and certain furniture and equipment. The letter of credit was released December 7, 2005 and the remaining collateral
shall be released as the principal balance of the Promissory Note is reduced.

The Promissory Note relates to the Agreement for Financial
Assistance by and between DCOA and Transcend effective as of March 1, 2005 that was approved by DCOA on March 4, 2005 and amended on June 6, 2006 (collectively, the Agreement). Under the terms of the Agreement, DCOA agreed
to provide up to $2 million of interest-free, secured loans to Transcend (the Loans). In return, Transcend established and operated a medical transcription training center and regional office in Abilene, Texas. In addition, Transcend
agreed to recruit, hire and train 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 offered 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. During 2007, the Company was informed by the DCOA that the
second $1 million loan was no longer available.

Transcend and DCOA intended for the Promissory Note to be paid by Transcend using quarterly
training credits and annual job creation/retention incentive credits provided to Transcend by DCOA as defined in the Agreement. Principal reductions of the Promissory Note effected through quarterly training credits and annual earned job creation
incentive credits, not cash, totaled $349,000 through November 30, 2008.

On December 1, 2008, Transcend entered into a new
agreement with the DCOA whereby the DCOA reduced the loan principal by $101,000 in exchange for agreement by Transcend to retire the debt three years earlier than agreed and the cancellation of potential future credits earned through training and
job creation. In the fourth quarter of 2008, this reduction was booked to direct costs as were previous training and job credits earned. Transcend will pay DCOA six quarterly payments of $92,000 commencing January 1, 2009 with the final payment
due April 1, 2010 to satisfy the remaining principal amount. The note will continue to carry a zero percent interest rate. The principal balance on the Promissory Note was $367,000 as of June 30, 2009.

OTP Promissory Note

On January 16, 2007, the Company entered into a three year, $330,000 unsecured promissory note in conjunction with the purchase of OTP. The note bears interest at 5.0% and the principal is to be repaid as follows: $110,000 on
January 16, 2008; $55,000 on July 16, 2008; $55,000 on January 16, 2009; $55,000 on July 16, 2009 and $55,000 on January 16, 2010. As of June 30, 2009, the balance of the promissory note was $110,000.

8. TRANSACTIONS WITH RELATED PARTIES

The
Company purchased the assets of OTP on January 16, 2007 for a purchase price of $1,070,000, of which $520,000 was payable in cash, $330,000 in a promissory note and $220,000 (60,274 shares) in Transcend unregistered common stock. In addition,
Transcend paid $40,000 of additional consideration in January 2008 based on revenue achieved in 2007. The promissory note is payable to OTP. The owners of OTP, James and Sharon Vonderhaar, were employed by the Company until April 1, 2007 and
February 5, 2008, respectively.

Susan McGrogan is the Companys Chief Operating Officer. Ms. McGrogan is also the co-founder
of MDI, which was purchased by Transcend on January 31, 2005. In conjunction with the purchase of MDI, the Company entered into a $3.5 million promissory note payable to Ms. McGrogan, the terms of which are described in Note 7,
Borrowing Arrangements. During the first quarter of 2008, the Company repaid $1.2 million as the final installment on the note plus $59,000 of accrued interest.

9. STOCK-BASED COMPENSATION

The Company has six stockholder-approved stock incentive plans
(the Plans) for its key employees, directors and key consultants. The Plans provide for the grant of incentive stock options, nonqualified stock options, restricted stock awards, and, in the case of the plans approved by the shareholders
on May 10, 2007 and May 19, 2009, restricted stock units and stock appreciation rights. The Company intends to grant new awards under the 2009 stock incentive plan only. The options are granted at fair market value, as defined in the
option agreement, on the date of grant. There are 384,924 options available for issuance at June 30, 2009.



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##### Table of Contents

TRANSCEND SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

June 30, 2009 and 2008

(Unaudited)



On January 1, 2006, the Company adopted, using a modified version of prospective application, SFAS
No. 123(R), Share Based Payment (SFAS 123(R)). This Statement requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values
at the date of grant.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option-pricing
model. The following assumptions were used for all options granted during the quarter ending June 30, 2009: dividend yield of 0%; volatility of 92.47%; risk-free interest rate of 1.85%; expected forfeiture rate of 50%; a weighted average
exercise price of $13.04; and a weighted average expected life of 2.0 years.

Transactions involving Company stock options for the six months
ended June 30, 2009 were as follows:



|                                 |  |                                        |   |  |                               |       |                                         |           |                          |   |          
|-------------------------------- |  | -------------------------------------- | - |  | ----------------------------- | ----- | --------------------------------------- | --------- | ------------------------ | - | ---------
|                                 |  | Number ofSharesSubject toStock Options |   |  | WeightedAverageExercise Price |       | WeightedAverageRemainingContractualLife |           | AggregateIntrinsicValue*
|Outstanding at December 31, 2008 |  | 912,267                                |   |  | $                             | 6.90  |                                         | 7.7 years |                          |   |          
|Granted                          |  | 30,000                                 |   |  | $                             | 13.04 |                                         |           |                          |   |          
|Forfeited                        |  | (8,500                                 | ) |  | $                             | 12.86 |                                         |           |                          |   |          
|Exercised                        |  | (31,100                                | ) |  | $                             | 2.66  |                                         |           |                          |   |          
|Outstanding at June 30, 2009     |  | 902,667                                |   |  | $                             | 7.20  |                                         | 7.4 years |                          | $ | 7,808,070



|* | The aggregate intrinsic value is based on a closing stock price of $15.85 as of June 30, 2009.
|- | ----------------------------------------------------------------------------------------------

The Company recognized equity-based compensation expense under SFAS 123(R) of approximately $147,000 and $258,000 for the three and six months ended
June 30, 2009, respectively, and $88,000 and $147,000 for the three and six months ended June 30, 2008, respectively. As of June 30, 2009, the Company had approximately $1,127,000 of future compensation expense which it expects to
record in its statements of operations through 2012.

10. INCOME TAXES

The Company determines its periodic income tax provision based upon the current period taxable income and the annual estimated tax rate for the Company adjusted for any change to prior period estimates.
The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Companys current annual estimated tax rate.

The Companys federal net operating loss carryforwards have been fully utilized in 2009.

Transcends effective income tax rate was approximately 37% and 35% for the three months ended June 30, 2009 and 2008, respectively, and 37% and 36% for the six months ended June 30, 2009 and 2008 respectively.

11. SUBSEQUENT EVENT

In accordance with
SFAS 165, Subsequent Events, the Company evaluated all events or transactions that occurred after June 30, 2009 up through August 3, 2009, the date these financial statements were issued. During this period, no material recognizable
subsequent events occurred.



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

This Quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, that represent our expectations, anticipations or beliefs about future events, including our operating results, financial condition, liquidity, expenditures, and compliance with legal
and regulatory requirements. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ
materially depending on a variety of important factors. Factors that might cause or contribute to such differences include, but are not limited to, competitive 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, general economic conditions, and the risk factors detailed
in our periodic, quarterly and annual reports on Forms 8-K, 10-Q and 10-K that we file with the Securities Exchange Commission (SEC) from time to time. With respect to such forward-looking statements, we claim protection under the
Private Securities Litigation Reform Act of 1995. Our SEC filings are available from us, and also may be examined at public reference facilities maintained by the SEC or, to the extent filed via EDGAR, accessed through the website of the SEC
(http://www.sec.gov). In addition, factors that we are not currently aware of could harm our future operating results. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this filing. We
undertake no obligation to make any revisions to the forward-looking statements or to reflect events or circumstances after the date of this filing.



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##### Table of Contents

Overview

Transcend provides medical transcription services to the healthcare industry. The Company utilizes a combination of its proprietary internet-based voice and data distribution technology, third-party
speech recognition technology, customer-based technology and domestic home-based and offshore medical language specialists to convert physicians voice recordings into electronic documents.

Outlook

The U.S.
economy has deteriorated significantly in recent months, stemming primarily from the disruptions in the global credit markets. The healthcare industry is generally considered to be recession resistant, but Transcends customers are not immune
to the impact of a weak economy. Restricted access to credit could hinder hospitals ability to finance growth or ongoing operations. The decrease in the availability of consumer credit and a higher unemployment rate could impact discretionary
healthcare spending by consumers. To date, Transcend has not seen any noticeable decrease in patient encounter volume among its customers. If the economy were to further deteriorate, the Company could see deterioration in collection of its accounts
receivable. It is also uncertain what effect the credit crisis may have on the security of the U.S. banking system, and specifically the financial institutions where the Companys cash and cash equivalents are deposited.

Critical Accounting Estimates which are Material to Registrant

A critical accounting estimate meets two criteria: (1) it requires assumptions about highly uncertain matters; and (2) there would be a material effect on the financial statements from either
using a different, also reasonable, amount within the range of the estimate in the current period or from reasonably likely period-to-period changes in the estimate. Our critical accounting estimates are as follows:

Goodwill and Intangible Assets.As of June 30, 2009, the Company had goodwill and net intangible assets at carrying amounts of $10,560,000 and
$2,411,000, respectively. The total of $12,971,000 represents approximately 41% of total assets as of June 30, 2009. Intangible assets are amortized over their estimated useful lives. If the estimated useful life assumptions are shortened, the
Company would record an impairment entry to recognize the change in assumptions.

Management reviews goodwill and intangibles for impairment
annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In testing for impairment, management calculates the fair value of the reporting units to which the goodwill and intangibles relate
based on the present value of estimated future cash flows. The Company operates in one reporting unit  medical transcription services. The approach utilized is dependent on a number of factors including estimates of future revenues and costs,
appropriate discount rates and other variables. Management bases estimates on assumptions that are believed to be reasonable, but which are unpredictable and inherently uncertain. Therefore, future impairments could result if actual results differ
from those estimates.

Deferred Tax Assets.As of June 30, 2009, the Company had net deferred tax assets of $320,000. Deferred tax
assets represent future tax benefits we expect to realize. Our ability to utilize the deferred tax benefits is dependent upon our ability to generate future taxable income. SFAS 109, Accounting for Income Taxes, requires us to record a
valuation allowance against any deferred income tax benefits that we believe may not be realized. The Company estimates future taxable income to determine whether a valuation allowance is needed. Projecting our future taxable income requires us to
use significant judgment regarding expected future revenues and expenses. In addition, we must assume that tax laws will not change sufficiently to materially impact the expected tax liability associated with our expected taxable income. Transcend
has valuation allowances against net operating loss carryforwards in certain states in which future taxable income in those states may not be sufficient to utilize the net operating loss carryforwards in those states prior to their expiration.

Stock-Based Compensation. Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R for its
stock-based awards. Under SFAS No. 123R, management makes assumptions regarding the Companys stock volatility and forfeiture rates required using the Black-Sholes-Merton option-pricing model used to calculate option compensation cost.

Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Revenue increased $5.0 million, or 42%, to $17.0 million in the quarter ended June 30, 2009 compared to revenue of $12.0 million in the same period
in 2008. The $5.0 million increase in revenue is attributable to revenue from new customers of $1.8 million, revenue contributed by the acquisition of TRS of $1.9 million, revenue contributed by the acquisition of Deventure of $1.3 million, and
increased revenue from existing customers of $0.2 million, offset by a decrease in revenue of $0.2 million from customers who terminated their contracts since the second quarter of 2008.



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Direct costs increased $3.3 million, or 43%, to $10.9 million in the quarter ended June 30, 2009
compared to $7.6 million in the same period in 2008. Direct costs include costs attributable to compensation for transcriptionists, fees paid for speech recognition processing, telephone expenses, recruiting, management, customer service, technical
support for operations, and implementation of transcription services. 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.
Speech recognition processing is a variable cost based on the minutes of dictation processed. All other direct costs referred to above are semi-variable operations infrastructure costs that periodically change in anticipation of or in response to
the overall level of production activity.

As a percentage of revenue, direct costs increased to 64% in the quarter ended June 30, 2009
from 63% in the same period of 2008. The increase in costs as a percentage of revenue was due primarily to an increase in semi-variable operations infrastructure costs. The acquisitions of DeVenture and TRS did not have an impact on direct costs as
a percent of revenue and variable costs as a percent of revenue remained flat for existing core business. Gross profit increased $1.7 million or 39%, to $6.1 million in the quarter ended June 30, 2009 compared to $4.4 million in the same period
in 2008. Gross profit as a percentage of revenue decreased to 36% in the quarter ended June 30, 2009 compared to 37% in the same period in 2008 (see direct costs discussion).

Sales and marketing expenses increased $145,000, or 48%, to $446,000 in the quarter ended June 30, 2009 compared to $301,000 in the same period of 2008. Sales and marketing expenses as a percentage
of revenue were 3% in both the quarters ended June 30, 2009 and 2008. The increase in sales and marketing expense was primarily due to an increase in the commission percentage on sales and increased advertising and marketing efforts.

Research and development expenses increased $98,000, or 37%, to $364,000 in the quarter ended June 30, 2009 compared to $266,000 in the
same period in 2008. Research and development expenses as a percentage of revenue were 2% in both the quarters ended March 31, 2009 and 2008. The increase was primarily due to an increase in compensation-related expenses and increases in
hardware and software maintenance costs related to information technology initiatives.

General and administrative expenses increased
$740,000, or 52%, to $2,174,000 in the quarter ended June 30, 2009 compared to $1,434,000 in the same period in 2008. General and administrative expenses for DeVenture and TRS contributed $131,000 and $191,000 of the increase, respectively.
Transcend incurred $118,000 of transaction costs related to acquisitions in the second quarter of 2009. The balance of the increase was due primarily to increased contract services, employee benefits costs, and stock-based compensation expense.
General and administrative expenses as a percentage of revenue were 13% and 12% in the quarters ended June 30, 2009 and 2008, respectively.

Depreciation and amortization expense was $309,000 in the quarter ended June 30, 2009 compared to $201,000 in the same period in 2008. Amortization of intangible assets resulting from the acquisitions of DeVenture and TRS contributed
$51,000 of the increase.

Interest and other expenses increased $21,000 to $30,000 in the quarter ended June 30, 2009 compared to $9,000
in the same period in 2008. The increase is due primarily to lower interest income on cash, related to the recent changes in the credit environment.

The income tax provision increased $279,000 to $1,036,000 for the three months ended June 30, 2009 compared to $757,000 in the same period in 2008. The provision increased primarily due to higher pre-tax income and a higher effective
tax rate of 37% for the quarter ended June 30, 2009 compared to 35% for the quarter ended June 30, 2008.

Six
Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008

Revenue increased $8.2 million, or 35%, to $31.9
million in the six months ended June 30, 2009 compared to revenue of $23.7 million in the same period in 2008. The $8.2 million increase in revenue is attributable to revenue from new customers of $3.4 million, revenue contributed by the
acquisition of DeVenture of $2.5 million, revenue contributed by the acquisition of TRS of $1.9 million, and increased revenue from existing customers of $0.8 million, offset by a decrease in revenue of $0.4 million from customers who terminated
their contracts since the second quarter of 2008.

Direct costs increased $5.3 million, or 35%, to $20.4 million in the six months ended
June 30, 2009 compared to $15.1 million in the same period in 2008. Direct costs include costs attributable to compensation for transcriptionists, recruiting, management, customer service, technical support for operations, fees paid for speech
recognition processing, telephone expenses and implementation of transcription services. Transcriptionist 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. Speech recognition processing is a variable cost based on the minutes of dictation processed. All other direct costs referred to above are semi-variable production infrastructure costs that periodically change in anticipation of or
in response to the overall level of production activity.

Direct costs remained at 64% of revenue in the six months ended June 30, 2009
compared to the same period of 2008. Costs as a percentage of revenue remained flat due primarily to higher direct costs as a percentage of revenue for DeVenture and TRS, offset by the cost savings that resulted from the increased use of speech
recognition technology integrated into the Companys BeyondTXT platform and the use of offshore transcription resources.



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Gross profit increased $2.9 million, or 34%, to $11.5 million in the six months ended June 30, 2009
compared to $8.6 million in the same period in 2008. Gross profit as a percentage of revenue remained at 36% in the six months ended June 30, 2009 compared to the same period in 2008 (see direct costs discussion).

Sales and marketing expenses increased $364,000, or 74%, to $853,000 in the six months ended June 30, 2009, compared to $489,000 in the same period of
2008. Sales and marketing expenses as a percentage of revenue were 3% and 2% in the six months ended June 30, 2009 and 2008, respectively. The size of the sales force increased to 6 employees in 2009 from 4 employees in 2008. The increase in
sales and marketing expense is primarily due to increases in compensation and commissions and increased advertising and marketing efforts.

Research and development expenses increased $200,000, or 38%, to $733,000 in the six months ended June 30, 2009 compared to $533,000 in the same period in 2008. Research and development expenses as a percentage of revenue were 2% in
both the six-month periods ended June 30, 2009 and 2008. The increase is primarily due to increases in compensation, contract services and hardware and software maintenance costs related to new Information Technology initiatives.

General and administrative expenses increased $1.2 million, or 42%, to $3.9 million in the six months ended June 30, 2009 compared to $2.8 million in
the same period in 2008. General and administrative expenses for DeVenture and TRS contributed $254,000 and $191,000 of the increase, respectively. Transcend incurred $182,000 of transaction costs related to acquisitions in 2009. The remaining
increase is due primarily to increases in employee related costs, contract services, and stock compensation expense. General and administrative expenses as a percentage of revenue were 12% in both the six-month periods ended June 30, 2009 and
2008.

Depreciation and amortization expense increased $167,000, or 42%, to $564,000 in the six months ended June 30, 2009 compared to
$397,000 in the same period in 2008. Amortization of intangible assets resulting from the acquisitions of DeVenture and TRS contributed $78,000 of the increase.

Interest and other expenses increased $45,000, or 281%, to $61,000 in the six months ended June 30, 2009 compared to $16,000 in the same period in 2008. The increase is due primarily to reduced
interest income and increased amortization of finance costs, offset partially by a reduction in the amount of debt outstanding.

The income
tax provision increased $417,000 to $1,973,000 for the six months ended June 30, 2009 compared to $1,556,000 in the same period in 2008. The provision increased primarily due to higher pre-tax income and a higher effective tax rate of 37% for
the six months ended June 30, 2009 compared to 36% for the six months ended June 30, 2008.

Liquidity and
Capital Resources

As of June 30, 2009, the Company had cash and cash equivalents of $7.8 million, working capital of $12.0
million, and availability of approximately $3.6 million on its line of credit based on eligible accounts receivable (see Note 7). The Company had $479,000 of debt outstanding as of June 30, 2009.

Cash provided by operating activities was $3.6 million for the six months ended June 30, 2009 compared to $4.9 million for the six months ended
June 30, 2008. The decrease was due primarily to changes in tax related items and in working capital, offset by improved profitability before income taxes.

Cash used in investing activities was $9.2 million for the six months ended June 30, 2009, compared to $464,000 for the six months ended June 30, 2008. The outflow in 2009 was due primarily to
the acquisitions of DeVenture for $4.3 million and TRS for $4.5 million.

Cash provided by financing activities was $1.1 million for the six
months ended June 30, 2009 compared to cash used in financing activities of $1.2 million in the same period in 2008. The cash provided during 2009 consisted of the tax benefit for share-based payments of $1.2 million and the proceeds on the
exercise of stock options of $83,000, offset by note repayments of $240,000. In 2008, the outflow consisted of note repayments of $1.3 million, offset by proceeds of $59,000 from the exercise of stock options.

The Company anticipates that cash on hand, together with cash flow from operations should be sufficient for the next twelve months to finance operations,
make capital investments in the ordinary course of business, pay contingent amounts related to previous acquisitions, and pay indebtedness when due.

Part of the growth strategy for Transcend is the completion of acquisitions. Management believes that available cash and the HFG credit facility (until expiration on December 31, 2009) together with other acquisition options, such as
seller financing, are only sufficient to complete small acquisitions. Additional financing will be required for larger acquisitions. Although to this date, Transcend has not needed to access the equity or credit markets for additional acquisition
funding, management has approached them to determine availability of funding and believes, based on current information that the Company can obtain acquisition financing should the need arise. However, there can be no assurance that funding will
remain available.



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|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, 2009.



|Item 4. | Controls and Procedures
|------- | -----------------------

Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange
Act) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (SEC). Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding
required disclosure.

Management evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of June 30, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Management believes, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the
controls system are met, and no evaluation of controls can provide absolute assurance that all controls are working as designed and that instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

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 generally accepted accounting principles. 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. The financial operations of the Companys recent acquisitions of DeVenture and TRS
have been substantially, but not fully, integrated into the Companys internal controls over financial reporting. The Company anticipates that these operations will be fully integrated by the end of 2009. Management evaluated the changes in the
Companys internal control over financial reporting in the first six months of 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that there have been no other changes in the Companys
internal control over financial reporting during the six months ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Although from time to
time the Company is subject to various legal proceedings in the course of conducting business, the Company is not currently a party to any material legal proceeding.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material
changes in the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

There were no unregistered sales of equity securities during the quarter ended June 30, 2009.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

None.



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##### Table of Contents

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

The Company held its Annual Meeting of Shareholders on May 19, 2009. The stockholders voted on the following proposals and the results of the voting are presented below.



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



|                   |  |           |  |              
|------------------ |  | --------- |  | -------------
|Nominee            |  | Votes For |  | VotesWithheld
|Joseph G. Bleser   |  | 6,028,631 |  | 2,086,178    
|Joseph P. Clayton  |  | 7,640,067 |  | 474,742      
|James D. Edwards   |  | 7,790,288 |  | 324,521      
|Larry G. Gerdes    |  | 7,814,345 |  | 300,464      
|Walter S. Huff Jr. |  | 7,807,298 |  | 307,511      
|Sidney V. Sack     |  | 7,649,966 |  | 464,843      
|Charles E. Thoele  |  | 7,616,188 |  | 498,621      



| | 2. | To ratify the appointment of Grant Thornton LLP as independent public accountants to audit the accounts of the Company for the year ending December 31, 2009. The
stockholders ratified said appointment with 8,103,134 votes FOR, 10,713 votes AGAINST and 962 ABSTAINING.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | To approve the 2009 Stock Incentive Plan. The stockholders approved said plan with 3,629,603 votes FOR, 2,181,566 votes AGAINST, 2,387 ABSTAINING and 2,301,253 BROKER
NON-VOTES.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 5. | Other Information
|------- | -----------------

None.



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------

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



|              |  |                                                                                                                                                                            |  |                            |  |            |  |         |     |  |                  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- |  | ---------- |  | ------- | --- |  | -----------------
|              |  |                                                                                                                                                                            |  | Incorporation by Reference
|ExhibitNumber |  | Exhibit Description                                                                                                                                                        |  | Form                       |  | File No.   |  | Exhibit |     |  | Filing Date      
|              |  |                                                                                                                                                                            |  |                            | 
|3.1           |  | Certificate of Incorporation                                                                                                                                               |  | S-3                        |  | 333-106446 |  | 4.1     |     |  | June 25, 2003    
|              |  |                                                                                                                                                                            |  |                            | 
|3.2           |  | Restated Bylaws                                                                                                                                                            |  | 8-K                        |  | 000-18217  |  | 3       | (a) |  | December 19, 2007
|              |  |                                                                                                                                                                            |  |                            | 
|3.3           |  | Asset Purchase Agreement between Transcend Services, Inc. and DeVenture Global Partners, Inc.                                                                              |  | 8-K                        |  | 000-18217  |  | 2.0     |     |  | December 23, 2008
|              |  |                                                                                                                                                                            |  |                            | 
|3.4           |  | Asset Purchase Agreement between Transcend Services, Inc. and Transcription Relief Services, LLC                                                                           |  | 8-K                        |  | 000-18217  |  | 2.0     |     |  | March 27, 2009   
|              |  |                                                                                                                                                                            |  |                            | 
|3.5           |  | 2009 Stock Incentive Plan                                                                                                                                                  |  | S-8                        |  | 333-160905 |  | 4.3     |     |  | July 30, 2009    
|              |  |                                                                                                                                                                            |  |                            | 
|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.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The agreements identified in this report as exhibits are between and among the parties to them, and are not for the benefit of any other person. Each agreement speaks as of its date, and the Company does
not undertake to update them, unless otherwise required by the terms of the agreement or by law. As permitted, the Company has omitted some disclosure schedules because the Company has concluded that they do not contain information that is material
to an investment decision and is not otherwise disclosed in the agreement or this report. Omitted schedules may nevertheless affect the related agreement. The agreements, including the Companys representations, warranties, and covenants, are
subject to qualifications and limitations agreed to by the parties and may be subject to a contractual standard of materiality, and remedies, different from those generally applicable or available to investors and may reflect an allocation of risk
between or among the parties to them. Accordingly, the representations, warranties and covenants of the Company contained in the agreements may not constitute strict representation of factual matters or absolute promises of performance. Moreover,
the agreements may be subject to differing interpretations by the parties, and a party may, in accordance with the agreement or otherwise, waive or modify the Companys representations, warranties, or covenants.



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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.



|                 |  |  |  |                          |  |                                      
|---------------- |  |  |  | ------------------------ |  | -------------------------------------
|                 |  |  |  | TRANSCEND SERVICES, INC.
|                 |  |  | 
|November 5, 2009 |  |  |  | By:                      |  | /s/    LARRY G.
GERDES               
|                 |  |  |  |                          |  | Larry G. Gerdes,                     
|                 |  |  |  |                          |  | President and Chief Executive Officer
|                 |  |  |  |                          |  | (Principal Executive Officer)        
|                 |  |  | 
|                 |  |  |  | By:                      |  | /s/    LANCE
CORNELL                 
|                 |  |  |  |                          |  | Lance Cornell,                       
|                 |  |  |  |                          |  | Chief Financial Officer              
|                 |  |  |  |                          |  | (Principal Financial Officer)        



20