Form 10-Q

10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ending June 30, 2007

¨	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: 333-132913

MSC-Medical Services Company

(Exact name of registrant as specified in its charter)


Florida		59-2997634
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11764-1 Marco Beach Drive Jacksonville, FL		32224
(Address of principal executive offices)		(Zip Code)

(904) 646-0199

(Registrant’s telephone number, including area code)

The registrant has no securities registered pursuant to Sections 12(b) or 12(g). The registrant files periodic reports under the Securities Exchange Act of 1934 solely to comply with requirements under that certain Indenture related to its Senior Secured Floating Rate Notes due 2011. The Indenture and form of note are filed with the Securities and Exchange Commission as part of the registrant’s Registration Statement on Form S-4, amended as of May 17, 2006.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

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 each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at July 31, 2007
Common Stock, $1.00 par value per share		100 shares

Table of Contents


Item
	Forward-Looking Statements	3

	Part I—Financial Information

1.	Financial Statements:

	Condensed Balance Sheets As of June 30, 2007 (Unaudited) and December 31, 2006	5
	Condensed Statements of Operations (Unaudited) For the Three and Six Months Ended June 30, 2007 and 2006	7
	Condensed Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2007 and 2006	8
	Notes to Unaudited Condensed Financial Statements	9

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

3.	Quantitative and Qualitative Disclosures About Market Risk.	28

4T.	Controls and Procedures	28

	Part II—Other Information

1.	Legal Proceedings	29

1A.	Risk Factors	29

2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

3.	Defaults Upon Senior Securities	29

4.	Submission of Matters to a Vote of Security Holders	29

5.	Other Information	29

6.	Exhibits	29

	Signatures	30

FORWARD-LOOKING STATEMENTS

Management may from time-to-time make written or oral forward-looking statements with respect to the Company’s annual or long-term goals, including statements contained in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K, and our Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”), and our press releases and other communications. These statements are subject to risks and uncertainties that could cause actual results to differ materially from historical earnings and those currently anticipated or projected. Management cautions readers not to place undue reliance on any of the Company’s forward-looking statements, which speak only as of the date made.

Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” and similar expressions identify forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q that involve risks and uncertainties include, without limitation:

•

Management’s expectation that gross margin and gross profit may be positively or adversely affected as a result of completed or ongoing requests for proposals;

•

Management’s expectation that as the average wholesale price of pharmaceuticals move up or down, revenue and cost of revenue move correspondingly, leaving gross profit margins largely unaffected, or that the use of generic drug pricing will improve profit margins;

•

Management’s expectation that tax benefits will be utilized through the reversal of deferred tax liabilities in future periods;

•

Management’s expectations and estimates of revenue impact, net income impact and reassessment of goodwill and/or other intangible assets valuation, and cash flow impact from the loss of the Liberty Mutual Pharmacy Benefit Management contract; and

•

Management’s expectation that current levels of operation and anticipated growth, cash from operations, together with other available sources of liquidity, including borrowings available under its senior secured revolving credit facility, will be sufficient to fund its operations, anticipated capital expenditures and required payments on its debt for at least the next 12 months.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, management is identifying important factors that could affect the Company’s financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company’s future results could be adversely affected by a variety of factors, including:

•

the Company’s dependence on sophisticated data processing software and hardware may impact business operations if they fail to operate properly or not as anticipated;

•

the Company’s net sales and operating results may fluctuate quarterly;

•

operational disruptions due to natural disasters, particularly in regions susceptible to hurricanes;

•

the Company’s inability to obtain certain medical supplies, services and pharmaceuticals, due to vendor supply disruptions;

•

increasing competitive pricing pressures on its sales to companies who are self-insured for workers’ compensation insurance and workers’ compensation provider groups;

•

government legislation or changes in government regulations that reduce workers’ compensation reimbursement rates that may have an adverse impact on the Company’s revenues in the Pharmaceutical and Medical Products and Services product lines;

•

the Company’s dependence on a limited number of large customers;

•

the Company’s ability to successfully restructure operations to remove operational and other costs associated with revenue declines due to the loss of a large customer;

•

the Company may not be able to continue to compete successfully with other medical supply companies and direct manufacturers;

•

continued consolidation within the healthcare industry may lead to increased competition;

•

the expansion of the multi-tiered pricing structure may place the Company at a competitive disadvantage;

•

the Company’s dependence on the availability of lower cost, multi-tiered pricing of products;

•

cost of goods sold may increase due to fuel surcharges from third parties;

•

the Company’s dependence on its ability to maintain good relations with customers and vendors;

•

the loss of any significant agreements or the renegotiation of terms and conditions of existing agreements;

•

the Company’s ability to hire and retain qualified sales representatives to continue its sales growth;

•

the Company’s ability to retain the services of senior management;

•

the Company’s failure to execute its business plan and strategies for growth;

•

the Company’s level of indebtedness, which may limit its ability to obtain financing in the future and may limit flexibility to react to market conditions;

•

tax legislative initiatives and potential interest and penalty exposure related to existing and future tax audits;

•

litigation and liability exposure for existing and potential claims;

•

failure to maintain an effective system of internal controls may impact the Company’s ability to accurately report its financial results;

•

failure to comply with Federal and state regulations pertaining to physical security, record-keeping, and required reporting related to the purchase, sale, and distribution of controlled and legend drugs;

•

failure to comply with Federal and state regulations pertaining to filing claims for health care reimbursement or changes in the interpretation of those requirements;

•

willful circumvention of Federal and state regulations pertaining to filing claims for health care reimbursement by Company employees;

•

failure in the proper adoption of new accounting pronouncements or Securities and Exchange Commission rules and regulations; and

•

the ongoing costs of complying with the provisions of Section 404 of the Sarbanes-Oxley Act.

In addition, all forward-looking statements are qualified by and should be read in conjunction with the risks described or referred to under the heading “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Part I—Financial Information

Item 1—Financial Statements

MSC—Medical Services Company

Condensed Balance Sheets

(Dollars in thousands)


	June 30, 2007		December 31, 2006
	(Unaudited)
Assets
Current assets:
Cash	$	5,833	$	6,101
Accounts receivable, less allowance of $18,476 at June 30, 2007 and $18,795 at December 31, 2006		62,243		63,537
Inventories		162		150
Other current assets		1,822		1,104
Current deferred income taxes		7,962		7,965

Total current assets		78,022		78,857
Property and equipment, net of accumulated depreciation of $6,650 at June 30, 2007 and $5,196 at December 31, 2006		5,864		5,801
Intangible assets:
Goodwill		236,207		236,207
Trademarks		24,100		24,100
Customer relationships, net		47,775		50,225
Other Intangibles, net		38,121		40,006

Total intangible assets		346,203		350,538
Other assets:
Deferred debt issuance costs, net		4,391		4,959
Other		1,028		921

Total other assets		5,419		5,880

Total assets	$	435,508	$	441,076

See notes to condensed financial statements.

MSC—Medical Services Company

Condensed Balance Sheets—Continued

(Dollars in thousands)


	June 30, 2007			December 31, 2006
	(Unaudited)
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt	$	20,120		$	20,120
Accounts payable		9,754			11,874
Accrued expenses		34,430			42,369
Other current liabilities		102			3,599

Total current liabilities		64,406			77,962

Non-current liabilities:
Long-term debt, less current portion		149,020			148,895
Deferred income taxes		28,928			30,544

Total non-current liabilities		177,948			179,439

Total liabilities		242,354			257,401
Stockholders’ equity:
Common stock, $1.00 par value, 1,000 shares authorized, 100 shares issued and outstanding		—			—
Additional paid-in capital		215,256			214,643
Accumulated other comprehensive income		635			561
Accumulated Deficit		(22,737	)		(31,529	)

Total stockholders’ equity		193,154			183,675

Total liabilities and stockholders’ equity	$	435,508		$	441,076

See notes to condensed financial statements.

MSC—Medical Services Company

Condensed Statements of Operations

For the Three and Six Months Ended June 30, 2007 and 2006

(Unaudited)

(Dollars in thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net Revenue:
Pharmaceutical	$	44,006		$	43,966		$	89,958		$	87,209
Medical Products & Services		38,546			40,130			77,985			76,568

Total net revenue		82,552			84,096			167,943			163,777
Cost of Revenue (excluding depreciation and amortization):
Pharmaceutical		36,081			36,841			73,952			73,097
Medical Products & Services		29,086			30,112			59,366			58,167

Total cost of revenue		65,167			66,953			133,318			131,264

Gross profit		17,385			17,143			34,625			32,513

Operating expenses		11,537			11,230			23,347			22,595
Depreciation and amortization		2,854			3,004			5,785			5,894

Total expenses		14,391			14,234			29,132			28,489
Litigation settlement		(12,363	)		—			(12,363	)		—


Operating income		15,357			2,909			17,856			4,024
Interest expense, net		5,417			5,266			10,711			10,275

Income (loss) before income taxes		9,940			(2,357	)		7,145			(6,251	)
Income tax benefit		597			885			1,647			2,348

Net income (loss)	$	10,537		$	(1,472	)	$	8,792		$	(3,903	)

See notes to condensed financial statements.

MSC—Medical Services Company

Condensed Statements of Cash Flows

For the Six Months Ended June 30, 2007 and 2006

(Unaudited)

(Dollars in thousands)


	Six Months Ended June 30,
	2007			2006
Operating activities
Net income (loss)	$	8,792		$	(3,903	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		1,452			1,561
Amortization of intangibles		4,333			4,333
Amortization of debt issuance costs and debt discount		693			659
Provision for deferred income taxes		(1,710	)		(1,754	)
Provision for bad debts		4,197			4,089
Stock-based compensation		751			704
Non-cash gain on litigation settlement		(3,366	)		—
Changes in operating assets and liabilities:
Increase in accounts receivable		(2,903	)		(8,735	)
(Increase) decrease in inventories		(12	)		23
(Increase) decrease in income tax receivable		(96	)		7,194
Increase in other current assets		(622	)		(378	)
Increase in other non-current assets		—			(711	)
Increase (decrease) in accounts payable & accrued expenses		(10,131	)		3,808
Increase (decrease) in deferred revenue		(83	)		113
Decrease in income taxes payable		(48	)		(372	)

Net cash provided by operating activities		1,247			6,631

Investing activities
Purchases of property and equipment		(1,515	)		(2,090	)
Payment to former owners		—			(8,803	)

Net cash used in investing activities		(1,515	)		(10,893	)

Financing activities
Proceeds from short-term debt		—			—
Proceeds from long-term debt		—			—
Repayment of short-term debt		—			—
Repayment of long-term debt		—			—

Net cash provided by financing activities		—			—

Net decrease in cash		(268	)		(4,262	)
Cash, beginning of period		6,101			8,300

Cash, end of period	$	5,833		$	4,038

See notes to condensed financial statements.

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

1. Summary of Significant Accounting Policies

Description of Business

MSC-Medical Services Company (the “Company” or “MSC”) is a provider of healthcare products and services for the workers’ compensation industry in the United States. The Company provides workers’ compensation payors, such as insurers and third party administrators, with a quality alternative to the costly and time-consuming process of coordinating the logistics for the delivery of non-acute care needs to their claimants. MSC currently manages relationships with over 7,000 vendors, enabling it to provide over 20,000 healthcare products and services to workers’ compensation patients throughout the United States.

Basis of Presentation

The accompanying condensed unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to the SEC rules and regulations for interim reporting. The financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations for the periods indicated. All such adjustments are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Operating results for the interim period reported are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The condensed balance sheet at December 31, 2006 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC.

Allowance for Doubtful Accounts

Additions to the allowance for doubtful accounts are made by means of the provision for bad debts which is based upon management’s assessment of historical and expected collections and other collection indicators. The provision for bad debts includes reserves for specific high-collection risk customer accounts and reserves for other customer collection risks. Such reserves and estimation factors are reviewed and updated periodically as uncollectible accounts are deducted from the allowance, and subsequent recoveries are added.

Included in the allowance for doubtful accounts are provisions for sales allowances totaling $0.8 million at June 30, 2007 and $0.7 million at June 30, 2006.

Bad debt expense for the six months ended June 30, 2007 and 2006 was approximately $4.2 million and $4.1 million, respectively.

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

Impairment of Long-Lived Assets

Goodwill represents the excess purchase price paid over net assets acquired resulting from the application of the purchase method of accounting. Goodwill is tested annually for impairment.

Under Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed at least annually for impairment. The Company performed its annual impairment review of goodwill and trademarks as of the measurement date, October 31, for fiscal year 2006, which indicated no impairment charge was required.

The Company evaluates its long-lived assets for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable from estimated future cash flows, in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. There were no impairment losses recognized in the six months ended June 30, 2007 nor in the years ended December 31, 2006 and December 31, 2005.

On March 6, 2007, MSC was provided with notice by Liberty Mutual of their intent to terminate the Liberty Mutual Pharmacy Benefit Management (“PBM”) Agreement dated as of April 1, 2003 between the Company and Liberty Mutual. The effective date of the termination of the Liberty Mutual PBM Agreement was June 4, 2007. MSC’s contracts with Liberty Mutual for Home Health Services and Durable Medical Equipment are unaffected. Liberty Mutual represented approximately 19% of the Company’s total billings for the year ended December 31, 2006. Gross billings before sales adjustments from the Liberty Mutual PBM Agreement totaled approximately $42.8 million in 2006. Liberty Mutual also represented 13.9%, or $11.4 million of gross accounts receivable at December 31, 2006 before reduction for allowance for doubtful accounts. In the first quarter of 2007, the Company tested the valuation of goodwill and other intangible assets in accordance with guidance included in SFAS No. 142, Goodwill and Other Intangible Assets. As a result of this review, the Company concluded that no impairment had occurred as a result of the termination of the Liberty Mutual PBM Agreement.

Recently Issued Accounting Standards

In June 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155 Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140, SFAS No. 156 Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140 and FSP FIN 46(R)-6—Determining the Variability to be Considered in Applying FASB Interpretation No. 46(R). The Company has completed its evaluation of the SFAS pronouncements staff position and concluded that they will not impact the Company’s financial statements.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 and subsequently, on May 2, 2007, the FASB also issued FASB Staff Position (“FSP”) No. FIN 48-1 “Definition of Settlement in FASB Interpretation No. 48”. This Interpretation and FSP provide guidance for recognizing and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements, as well as provide accounting guidance for the related income tax effects of tax positions that do not meet the recognition threshold specified in this Interpretation. This Interpretation is effective for fiscal years beginning after December 15, 2006. The provisions of the FSP are effective upon the initial adoption of FIN 48. The Company adopted the provisions of these pronouncements effective January 1, 2007 as discussed in further detail in Note 5 of Notes to Unaudited Condensed Financial Statements in this report.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged,

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company has not completed its evaluation of the impact of adopting this pronouncement.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” This pronouncement would permit entities to elect to measure financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected would be reported in earnings. This statement is effective for fiscal periods beginning after November 15, 2007; early adoption is only permitted for companies that have also elected to apply the provisions of SFAS No. 157, “Fair Value Measurements” as discussed above. The Company has not completed its evaluation of the impact of adopting this pronouncement.

2. Stock Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment,” (SFAS No. 123(R)) applying the modified prospective method. SFAS No. 123(R) requires all equity-based payments to employees, including grants of employee stock options, to be recognized in the statement of earnings based on the grant date fair value of the award. Under the modified prospective method, the Company is required to record equity-based compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards outstanding as of the date of adoption. The fair values of stock options granted during 2005 and after the Company adopted SFAS No. 123(R) were determined using a Black-Scholes valuation model.

In adopting SFAS No. 123(R), the Company did not modify the terms of any previously granted options.

The fair value of restricted shares is determined by the number of shares granted and the grant date fair value of the Company’s Common Shares. The compensation expense recognized for all equity-based awards is net of estimated forfeitures and is recognized over the awards’ service period. In accordance with Staff Accounting Bulletin (“SAB”) No. 107, the Company classified equity-based compensation within operating expenses to correspond with the same line item as the majority of the cash compensation paid to employees.

The impact of the equity-based compensation is reflected in cash flow from operations on the Condensed Statement of Cash Flows.

Activity relative to the Company’s common stock options is as follows:


	Number of Shares		Weighted Average Exercise Price Per Share			Weighted Average Remaining Contractual Life in Years	Intrinsic Value ($ in 000’s)
Options outstanding at December 31, 2006	29,782,003		$	1.34		8.48	$	1,789
Options granted—time vesting	2,438,357		$	1.50
Options granted—performance vesting	1,219,179		$	1.50
Options forfeited	(986,386	)	$	(1.50	)

Options outstanding at March 31, 2007	32,453,153		$	1.36		8.42	$	1,750
Options granted—time vesting	—			—
Options granted—performance vesting	—			—
Options forfeited	(1,081,430	)	$	(1.50	)

Options outstanding at June 30, 2007	31,371,723		$	1.34		8.43

Exercisable at June 30, 2007	14,770,752		$	1.16		8.18	$	1,903

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

Two-thirds of options granted vest over a three-year period, with an exercise price ranging from $1.00 to $3.00. The remaining one-third vest only upon change in control and also have exercise prices ranging from $1.00 to $3.00. Any portion of the stock options not then vested shall immediately vest. The 14.8 million vested shares at June 30, 2007 have exercise prices between $0.29 and $3.00.

The fair value of options granted during the first quarter of 2007 was approximately $0.2 million and is expected to be expensed over a period of 36 months. No options were granted during the second quarter of 2007.

The estimated fair value of each option granted after January 1, 2006 is calculated using the Black-Scholes option pricing model. The assumptions used for calculating fair value of grants issued during the first quarter of 2007 varied in range as follows: expected life of 2.5 to 2.67 years, risk-free interest rate of 4.5% – 4.8%, expected volatility of 20.5% – 21.4% and no expected dividend yield.

An estimated expected life of 3 years before exercise was used for the grants during the six months ended June 30, 2007, based on the typical investment holding period of the shareholder with a controlling interest in MSC. A targeted holding period range of three to six years is cited in Monitor Clipper Equity Partners II, L.P. Private Placement Memorandum at which time all shares would be expected to be vested and then exercised. Implicit in this assumption is that option-holders would not likely exercise before a transaction date as they would become the holders of minority interest shares subject to marketability discounts should they wish to sell their shares. The expected change in control will likely provide a liquidity event for option-holders.

In order to calculate volatility, the Company analyzed the publicly traded stock options of guideline companies with respect to implied volatility. Implied volatilities were calculated using an average of the 10-day trailing 720-day term to expiration on “at the money” options as of the valuation date. The Company relied exclusively on the median implied volatility as a proxy for expected volatility in the Black-Scholes model as the Company believes it provides the best indication of expected volatility over the expected lives of the options.

Activity relative to the Company’s restricted stock is as follows


	Number of Shares		Fair value at grant date
Restricted shares outstanding at December 31, 2006	900,000		$	.88
Issued during first quarter	550,000		$	.81
Shares vested	(300,000	)

Restricted shares outstanding at June 30, 2007	1,150,000

The restricted shares issued prior to 2007 were issued at a purchase price of $0.001 per share with one-third of the options vesting on February 14 of each of 2007, 2008 and 2009. The restricted shares issued during 2007 were issued at a purchase price of $0.001 per share with one-third of the shares vesting in March of each of 2008, 2009 and 2010.

3. Comprehensive Income

Comprehensive income represents all changes in equity of the enterprise that results from recognized transactions and other economic events during the period. Other comprehensive (loss) income refers to revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income, such as the unrealized gain or loss on the Company’s interest rate swap. The following table details the components of comprehensive income (loss) for the periods presented.

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)


	Three Months Ended,					Six Months Ended
($ in 000’s)	June 30, 2007		June 30, 2006			June 30, 2007		June 30, 2006
Net income (loss)	$	10,537	$	(1,472	)	$	8,792	$	(3,903	)
Other comprehensive income:
Unrealized gain on interest rate swap, net of tax		330		488			74		1,213

Comprehensive income (loss)	$	10,867	$	(984	)	$	8,866	$	(2,690	)

4. Commitments and Contingencies

In conjunction with the sale of the Company in March 2005, an escrow account was established with Wells Fargo Bank as the escrow agent and $15.0 million of the purchase price was deposited in the escrow account to be used as security for and to satisfy claims arising out of the transaction. On May 26, 2006, the parent delivered to the stockholder representative for the sellers of the Company an indemnification claim against the escrow balance. A $12.4 million settlement was reached on May 30, 2007 by and between the Company and the sellers as part of a settlement agreement that included a cash settlement to the Company paid out from the escrow account of $9 million and forfeiture of $3.4 million of unpaid tax benefits due to the seller. Consistent with applicable accounting standards and SEC guidance, this transaction has been accounted for as an adjustment to results of operations in the second quarter of 2007.

5. Income Taxes

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). This Interpretation and related guidance prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transitions.

Effective January 1, 2007, the Company adopted the provisions of FIN 48 and related guidance. As of January 1, 2007, the unrecognized tax benefit amount recorded was $0.2 million of which $0.1 million would affect income tax expense if recognized. There were no significant changes to this amount during the first six months of 2007.

Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption and as of June 30, 2007, the Company did not have accrued interest or penalties associated with any unrecognized tax benefits, nor were any interest or penalties recognized during the first six months of 2007.

Our evaluation was based on the federal and state income tax years we believe remain open for examination, 2002 through 2006, and 1999 through 2006, respectively. While the Company believes it has an appropriate basis and documentation to support all income tax positions taken on its tax returns, it is reasonably possible that a reduction in anticipated income tax benefits could result from such examinations.

The Company is presently under audit by federal authorities for the tax period ended March 31, 2005. The Company believes that its income tax filing positions and deductions will be materially sustained on audit and does not anticipate any adjustments that will result in a material change to its financial positions. Therefore, no reserves for federal uncertain income tax positions have been recorded pursuant to FIN 48.

Income tax expense for the three and six month periods ended June 30, 2007 differed from our normal effective tax rate, as the litigation settlement gain recognized during the second quarter of 2007 is non-taxable. Excluding the impact of this non-taxable gain, the Company’s effective tax rate remained consistent with the prior year.

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

6. Subsequent Event

On July 23, 2007, the Company repaid $3.5 million of borrowings under the revolving credit facility, which reduced the outstanding short-term debt to $16.6 million.

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

7. Guarantor Financial Statements

The Company’s senior secured floating rate notes are guaranteed by the Parent (also referred to as the “Guarantor”) on a senior secured basis. The notes are the Company’s and the Guarantor’s senior secured obligation and will rank equally in right of payment with all of the Company’s and Guarantor’s existing and future unsubordinated indebtedness. The notes are effectively junior to the Company’s and Guarantor’s indebtedness under the Company’s senior secured revolving credit facility to the extent of the value of the assets securing such facility. The notes are secured by a second priority lien on substantially all of the Company’s and Guarantor’s existing and future assets, as well as capital stock. The senior secured revolving credit facility is secured by a first priority lien on all such assets.

The Company has not presented separate financial statements for the Guarantor because it has deemed that such financial statements would not provide investors with any material additional information. Included in the tables below are the condensed consolidating balance sheet as of June 30, 2007 and December 31, 2006, the condensed consolidating statement of operations for the three and six months ended June 30, 2007 and 2006, and condensed consolidating statement of cash flows for the six months ended June 30, 2007 and 2006 of: (a) the Parent (Guarantor), (b) the Company, (c) elimination entries necessary to consolidate the Parent with the Company, and (d) the consolidated company, MCP—MSC Acquisition, Inc.

MCP—MSC Acquisition, Inc.

Condensed Consolidating Balance Sheets


	June 30, 2007									December 31, 2006
	(Parent)		(Subsidiary)		Eliminations			Consolidated		(Parent)		(Subsidiary)		Eliminations			Consolidated
	(Dollars in thousands except share data)									(Dollars in thousands except share data)
Assets
Current assets:
Cash	$	—	$	5,833	$	—		$	5,833	$	—	$	6,101	$	—		$	6,101
Accounts receivable, net		—		62,243		—			62,243		—		63,537		—			63,537
Inventories		—		162		—			162		—		150		—			150
Other current assets		—		1,822		—			1,822		—		1,104		—			1,104
Deferred income taxes		—		7,962		—			7,962		—		7,965		—			7,965

Total current assets		—		78,022		—			78,022		—		78,857		—			78,857

Property and equipment, net		—		5,864		—			5,864		—		5,801		—			5,801

Intangible assets:
Goodwill		—		236,207		—			236,207		—		236,207		—			236,207
Trademarks		—		24,100		—			24,100		—		24,100		—			24,100
Customer relationships, net		—		47,775		—			47,775		—		50,225		—			50,225
Other intangibles, net		—		38,121		—			38,121		—		40,006		—			40,006

Total intangible assets		—		346,203		—			346,203		—		350,538		—			350,538

Other assets:
Investment in consolidated subsidiary		192,516		—		(192,516	)		—		183,114		—		(183,114	)		—
Deferred debt issuance costs, net		608		4,391		—			4,999		658		4,959		—			5,617
Deferred income taxes/other		3,863		1,028		—			4,891		2,855		921		—			3,776

Total other assets		196,987		5,419		(192,516	)		9,890		186,627		5,880		(183,114	)		9,393

Total assets	$	196,987	$	435,508	$	(192,516	)	$	439,979	$	186,627	$	441,076	$	(183,114	)	$	444,589

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

Condensed Consolidating Balance Sheets—continued


	June 30, 2007												December 31, 2006
	(Parent)			(Subsidiary)			Eliminations			Consolidated			(Parent)			(Subsidiary)			Eliminations			Consolidated
	(Dollars in thousands except share data)												(Dollars in thousands except share data)
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt	$	—		$	20,120		$	—		$	20,120		$	—		$	20,120		$	—		$	20,120
Accounts payable		—			9,754			—			9,754			—			11,874			—			11,874
Accrued expenses		886			34,430			—			35,316			817			42,369			—			43,186
Other current liabilities		—			102			—			102			—			3,599			—			3,599

Total current liabilities		886			64,406			—			65,292			817			77,962			—			78,779

Non-current liabilities:
Long-term debt		38,733			149,020			—			187,753			36,241			148,895			—			185,136
Deferred income taxes		—			28,928			—			28,928			—			30,544			—			30,544

Total non-current liabilities		38,733			177,948			—			216,681			36,241			179,439			—			215,680

Total liabilities		39,619			242,354			—			281,973			37,058			257,401			—			294,459
Stockholders’ equity:

Common stock, $.001 par value, 225,000,000 shares authorized, 181,375,000 shares issued and outstanding at June 30, 2007 and December 31, 2006		181			—			—			181			181									181
Additional paid-in capital		186,201			215,256			(215,256	)		186,201			185,590			214,643			(214,643	)		185,590
Accumulated other comprehensive income		—			635			—			635						561						561
Accumulated deficit		(29,014	)		(22,737	)		22,737			(29,014	)		(36,202	)		(31,529	)		31,529			(36,202	)

Total stockholders’ equity		157,368			193,154			(192,516	)		158,006			149,569			183,675			(183,114	)		150,130

Total liabilities and stockholders’ equity	$	196,987		$	435,508		$	(192,516	)	$	439,979		$	186,627		$	441,076		$	(183,114	)	$	444,589

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

MCP—MSC Acquisition, Inc.

Condensed Consolidating Statement of Operations

For the three months ended


	June 30, 2007											June 30, 2006
	(Parent)		(Subsidiary)			Eliminations			Consolidated			(Parent)			(Subsidiary)			Eliminations		Consolidated
	(Dollars in thousands)											(Dollars in thousands)
Net revenue	$	—	$	82,552		$	—		$	82,552		$	—		$	84,096		$	—	$	84,096
Cost of revenue		—		65,167						65,167			—			66,953			—		66,953
Gross profit		—		17,385			—			17,385			—			17,143			—		17,143
Operating expenses		—		11,537			—			11,537			—			11,230			—		11,230
Depreciation and amortization		—		2,854			—			2,854			—			3,004			—		3,004

Total expenses		—		14,391			—			14,391			—			14,234			—		14,234
Litigation settlement		—		(12,363	)		—			(12,363	)		—			—			—		—

Operating income		—		15,357			—			15,357			—			2,909			—		2,909
Equity in gain (loss) of consolidated subsidiary		10,537		—			(10,537	)		—			(1,472	)		—			1,472		—
Other (expense) income:
Interest expense, net		1,324		5,417			—			6,741			1,134			5,266			—		6,400

Income (loss) before income taxes		9,213		9,940			(10,537	)		8,616			(2,606	)		(2,357	)		1,472		(3,491	)
Income tax benefit		521		597			—			1,118			426			885			—		1,311

Net income (loss)	$	9,734	$	10,537		$	(10,537	)	$	9,734		$	(2,180	)	$	(1,472	)	$	1,472	$	(2,180	)

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

MCP—MSC Acquisition, Inc.

Condensed Consolidating Statement of Operations—continued

For the six months ended


	June 30, 2007											June 30, 2006
	(Parent)		(Subsidiary)			Eliminations			Consolidated			(Parent)			(Subsidiary)			Eliminations		Consolidated
	(Dollars in thousands)											(Dollars in thousands)
Net revenue	$	—	$	167,943		$	—		$	167,943		$	—		$	163,777		$	—	$	163,777
Cost of revenue		—		133,318						133,318			—			131,264			—		131,264
Gross profit		—		34,625			—			34,625			—			32,513			—		32,513
Operating expenses		—		23,347			—			23,347			—			22,595			—		22,595
Depreciation and amortization		—		5,785			—			5,785			—			5,894			—		5,894

Total expenses		—		29,132			—			29,132			—			28,489			—		28,489
Litigation settlement				(12,363	)					(12,363	)		—			—			—		—

Operating income		—		17,856			—			17,856			—			4,024			—		4,024
Equity in gain (loss) of consolidated subsidiary		8,792		—			(8,792	)		—			(3,903	)		—			3,903		—
Other (expense) income:
Interest expense, net		2,608		10,711			—			13,319			2,267			10,275			—		12,542

Income (loss) before income taxes		6,184		7,145			(8,792	)		4,537			(6,170	)		(6,251	)		3,903		(8,518	)
Income tax benefit		1,004		1,647			—			2,651			851			2,348			—		3,199

Net income (loss)	$	7,188	$	8,792		$	(8,792	)	$	7,188		$	(5,319	)	$	(3,903	)	$	3,903	$	(5,319	)

MSC—Medical Services Company

Notes to Unaudited Condensed Financial Statements—continued

June 30, 2007

(Dollar amounts in thousands except per share data, unless otherwise stated)

MCP—MSC Acquisition, Inc.

Condensed Consolidating Statement of Cash Flows

For the six months ended


	June 30, 2007												June 30, 2006
	(Parent)			(Subsidiary)			Eliminations			Consolidated			(Parent)			(Subsidiary)			Eliminations			Consolidated
	(Dollars in thousands)												(Dollars in thousands)
Operating activities
Net income (loss)	$	7,188		$	8,792		$	(8,792	)	$	7,188		$	(5,319	)	$	(3,903	)	$	3,903		$	(5,319	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (gain) loss of consolidated subsidiary		(8,792	)		—			8,792			—			3,903			—			(3,903	)		—
Depreciation		—			1,452			—			1,452			—			1,561			—			1,561
Amortization of intangibles		—			4,333			—			4,333			—			4,333			—			4,333
Amortization of debt issuance costs and debt discount		95			693			—			788			129			659			—			788
Provision for deferred income taxes		(1,004	)		(1,710	)		—			(2,714	)		(852	)		(1,754	)		—			(2,606	)
Provision for bad debts		—			4,197			—			4,197			—			4,089			—			4,089
Stock-based compensation		—			751			—			751			—			704			—			704
Non-cash gain on litigation settlement					(3,366	)		—			(3,366	)		—			—			—			—
Changes in operating assets and liabilities:
Increase in accounts receivable		—			(2,903	)		—			(2,903	)		—			(8,735	)		—			(8,735	)
(Increase) decrease in inventories		—			(12	)		—			(12	)		—			23			—			23
(Increase) decrease in income tax receivable		—			(96	)		—			(96	)		—			7,194			—			7,194
Increase in other current assets		—			(622	)		—			(622	)		—			(378	)		—			(378	)
Increase in other non-current assets		—			—			—			—			—			(711	)		—			(711	)
Increase (decrease) in accounts payable & accrued expenses		2,513			(10,131	)		—			(7,618	)		2,139			3,808			—			5,947
Increase (decrease) in deferred revenue		—			(83	)		—			(83	)		—			113			—			113
Decrease in income taxes payable		—			(48	)		—			(48	)		—			(372	)		—			(372	)

Net cash provided by operating activities		—			1,247			—			1,247			—			6,631			—			6,631

Investing activities
Purchases of property and equipment		—			(1,515	)		—			(1,515	)		—			(2,090	)		—			(2,090	)
Payment to former owners		—			—			—			—			—			(8,803	)		—			(8,803	)

Net cash used in investing activities		—			(1,515	)		—			(1,515	)		—			(10,893	)		—			(10,893	)

Financing activities
Proceeds from (repayments of) short-term debt		—			—			—			—			—			—			—			—
Proceeds from (repayments of) long-term debt		—			—			—			—			—			—			—			—
Debt issuance cost		—			—			—			—			—			—			—			—
Capital contribution from Parent company		—			—			—			—			—			—			—			—

Net cash provided by financing activities		—			—			—			—			—			—			—			—

Net decrease in cash		—			(268	)		—			(268	)		—			(4,262	)		—			(4,262	)
Cash, beginning of period		—			6,101			—			6,101			—			8,300			—			8,300

Cash, end of period	$	—		$	5,833		$	—		$	5,833		$	—		$	4,038		$	—		$	4,038

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following should be read in conjunction with the financial statements and related notes included elsewhere in this report, as well as the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC. In addition, all forward-looking statements are qualified by and should be read in conjunction with the risks described under the heading “Forward-Looking Statements” of this Form 10-Q and under the heading “Risk Factors” included in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2006.

Overview

MSC—Medical Services Company (“We”, “Us” or “Our”) is the second largest procurement provider, based on its knowledge of the industry, of health care products and services to workers’ compensation payors in the United States. We coordinate the delivery of these products and services from our vendor network to workers’ compensation patients on behalf of our customers, which include payors such as insurers and third party administrators.

Workers’ compensation state legislation in the United States generally requires employers to fund the total cost of an employee’s medical treatment, lost wages and other costs associated with a work-related injury or illness. Employers are generally required to provide coverage of costs with no co-payment or deductible from the ill or injured employee, and there is typically no lifetime limit on medical expenses. Workers’ compensation programs vary across jurisdictions; each state separately determines the level of wage replacement that must be paid and the level of medical care to be provided.

Factors affecting our financial results

Revenue. Revenue consists of amounts charged to customers for the products and services we provide. Overall, revenue is affected by the size of the workers’ compensation market for pharmaceutical and medical products and services, federal and state fee schedules mandating maximum billable amounts, the extent of outsourcing in the industry and any market share changes resulting from shifts with existing customers and new customer wins as well as average wholesale price (“AWP”) changes for pharmaceuticals. These factors combine to affect the number of patients served and revenue per patient.

We have identified two distinct product lines consisting of Pharmaceutical products, comprised primarily of prescription medication, and Medical Products and Services, which describes all other components of revenue. In our Pharmaceuticals product line, revenue per patient reflects costs of new and existing medications, drug prescribing patterns, drug utilization controls, for example, generic substitution and mix of retail versus mail order fulfillment. In our Medical Products and Services product line, revenue per patient is driven by the nature and quantity of products and services used by patients, prices we are able to charge our customers for the provision of such products and services as well as federal and state fee schedules mandating maximum billable amounts.

We operate in a competitive market place where revenue may be affected by the competitive bidding process among other service providers. In addition, our customers may also periodically engage in formal requests for proposals (“RFP”) on non-contracted, as well as contracted business. We may decide to offer reduced pricing in certain situations given the overall economics of the proposed business identified in the RFP and the competitive environment. Additionally, there is continuing consolidation within the healthcare industry leading to increased competition. In this regard, one of our non-contracted Ancillary business customers has recently taken action to consolidate its vendor relationships, thereby reducing the number of vendors they utilize. While this action may have an adverse short-term impact on our Ancillary revenue growth, we continue to believe our competitive product offering and value proposition affords us opportunities for revenue growth from this industry-wide consolidation in the future.

Cost of Revenue. Cost of revenue consists of payments to vendors for delivery of products and services, customer service representative costs, inventory carrying costs and shipping costs. In our Pharmaceuticals product line, cost of

revenue also includes credits for vendor rebates, as well as costs related to other service providers (e.g. retail card distributor). We negotiate prices for the provision of services and products with vendors in our network. In many cases, prices are pre-negotiated under a contract or pre-agreed price list with vendors. Prior to procuring products or services, we typically obtain written or verbal authorization and pricing approval from customers to minimize reimbursement risk. We also typically finalize the cost of products and services with our vendors before delivery.

Gross Profit. Gross profit reflects the differential between the price at which we sell our products and services and the cost of revenue. Margins are positively affected when we negotiate lower costs from our vendors without a change in pricing to our customers. Conversely, margins are negatively affected when we lower prices charged to customers without receiving a reduction in costs from vendors. Examples of this include customer negotiations where we agree to lower prices (for example, volume purchases or length of contracts) as well as certain legislative changes which result in a decrease in pharmaceutical prices that can be charged. The growth in revenue from the Pharmaceuticals product line (which has lower margins) relative to Medical Products and Services product line revenues has historically lowered our overall margins; however, this impact on margins has been partially offset by the negotiation of discounts with vendors. Fluctuations in revenue or the cost of revenue do not necessarily result in corresponding changes in gross profit margins. For example, in the Pharmaceuticals product line, the price at which we are able to procure pharmaceuticals and the prices we charge customers are frequently tied to a common measurement, such as AWP. As the benchmark moves up or down, revenue and cost of revenue move correspondingly, leaving gross profit margins largely unaffected. Recently, the proportion of generic drugs dispensed has increased. This has generally reduced revenue while improving overall gross margins.

Significant customers. For the six months ended June 30, 2007, our largest customer, Liberty Mutual, accounted for approximately 17% of our billings for the period versus 19% for the six months ended June 30, 2006. Billings to our top ten customers for the six months ended June 30, 2007 represented 46% of total billings for this period and 48% for the six months ended June 30, 2006.

On March 6, 2007, MSC was provided with notice by Liberty Mutual of their intent to terminate the Liberty Mutual Pharmacy Benefit Management (“PBM”) Agreement dated as of April 1, 2003 between the Company and Liberty Mutual. The effective date of the termination of the Liberty Mutual PBM Agreement was June 4, 2007. MSC’s contracts with Liberty Mutual for Home Health Services and Durable Medical Equipment are unaffected. Liberty Mutual represented approximately 19% of the Company’s total billings for the year ended December 31, 2006. Gross billings before sales adjustments from the Liberty Mutual PBM Agreement totaled approximately $42.8 million in the year ended 2006. Gross billings before sales adjustments from the Liberty Mutual PBM Agreement totaled approximately $8.2 million and $17.7 million, respectively, in the three and six months ended June 30, 2007 as compared to approximately $11.2 million and $22.2 million in the same periods in the prior year.

Operating Expenses. Operating expenses include cash compensation, as well as non-cash compensation associated with stock based compensation, other costs associated with our sales force and general and administrative expenses, including expenses related to information technology, accounting, human resources, travel, professional fees, corporate overhead and bad debt expenses.

Results of Operations

Three and Six Months Ended June 30, 2007 compared to June 30, 2006.

Total Revenue


	For the Three Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Pharmaceutical	$	44,006	$	43,966	$	40		0.0	%
Medical Products and Services		38,546		40,130		(1,584	)	(3.9	)%

Total Net Revenue	$	82,552	$	84,096	$	(1,544	)	(1.8	)%


	For the Six Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Pharmaceutical	$	89,958	$	87,209	$	2,749		3.2	%
Medical Products and Services		77,985		76,568		1,417		1.9	%

Total Net Revenue	$	167,943	$	163,777	$	4,166		2.5	%

Factors contributing to the 1.8% decrease and 2.5% increase, respectively, in revenue during the three and six month periods ended June 30, 2007, as compared to the prior year, reflect the impact of the continuing implementation of Pharmaceutical services to new customers, offset by the loss of the Liberty Mutual PBM agreement in early June 2007, combined with favorable pricing adjustments, AWP price increases and product mix shift to higher margin products in our Medical Products and Services product lines, offset by lower order volume in selected product categories and loss of a non-contracted Ancillary customer.

During the three and six months ended June 30, 2007, we served 2.6% and 1% fewer individual patients as compared to the same periods in 2006. However, total revenue per patient increased 0.8% and 3.6%, respectively, for the three and six months ended June 30, 2007 as compared to the same periods in 2006. This increase is a result of several factors including a shift in product mix within the Medical Products and Services lines as described below, as well as pricing adjustments in certain of our product lines, primarily Pharmaceutical products and Medical Products.

Pharmaceutical Revenue


	For the Three Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Pharmacy Benefit Management Services	$	41,674	$	41,072	$	602		1.5	%
Mail Order Services		2,332		2,894		(562	)	(19.4	)%

Total Net Revenue	$	44,006	$	43,966	$	40		0.0	%


	For the Six Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Pharmacy Benefit Management Services	$	85,067	$	81,436	$	3,631		4.5	%
Mail Order Services		4,891		5,773		(882	)	(15.3	)%

Total Net Revenue	$	89,958	$	87,209	$	2,749		3.2	%

The increase in Pharmacy Benefit Management Services revenue for the three and six month periods ended June 30, 2007, as compared to the same periods in 2006, is due primarily to new customer wins and the impact of AWP net price increases, partially offset by the loss of the Liberty Mutual PBM contract in early June of 2007. Excluding Liberty Mutual, billings for the three and six months ended June 30, 2007 increased by 7.3% and 9.7%, respectively, as compared to the same periods in 2006. The decline in Mail Order Services revenue period over period was due primarily to (a) attrition of long-term mail order patients who have been in the mail order program since the inception of our retail pharmaceutical services program, (b) improved screening practices designed to identify mail order candidates versus the historic method of using mail order as the default when adding new patients, (c) implementation of our retail pharmacy card program, and (d) customers unwillingness to aggressively pursue a mail order conversion strategy. All of these factors combined have resulted in less mail order conversion opportunities despite the economic benefit to the customer.

Total prescription fills decreased by 5.2% and 2.0%, respectively, for the three and six months ended June 30, 2007 as compared to the same periods in 2006 due to loss of the Liberty Mutual PBM contract in early June, partially offset by prescription fill increases for other customers. Excluding Liberty Mutual, prescription fills for the three and six months ended June 30, 2007 increased by 2.9% and 3.9%, respectively, as compared to the same periods in 2006. Second quarter revenue was essentially unchanged compared to the same period in 2006 reflecting a decline related to prescription fills of $2.3 million, shift in mix from brand to generic of $1 million, offset by the impact of favorable pricing of $3.3 million. For the six months ended June 30 as compared to the prior year, revenue increased by $2.7 million, reflecting a decline related to prescription fills of $1.8 million, shift in mix from brand to generic of $2.0 million, offset by the impact of favorable pricing of $6.5 million.

The shift to generic fills is due primarily to industry-wide carrier initiatives that specify a generic fill if available. Generic prescription fills as a percent of total fills was 67.6% and 67.4%, respectively, for the three and six months ended June 30, 2007 versus 65.9% and 65.8% during the same periods in 2006.

For the three and six months ended June 30, 2007, average AWP per fill increased 6.7% and 7.5%, respectively, while our price as a percent of AWP decreased 2.2% and 2.9%, respectively, as compared to the same periods in 2006. The decrease in our prices as a percent of AWP resulted from pricing adjustments given to selected customers in fiscal 2006. In March 2007, the Company increased its prices to its largest customer as a result of its contract termination notice received March 6, 2007.

Medical Products and Services Revenue


	For the Three Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Medical Products	$	22,749	$	24,762	$	(2,013	)	(8.1	)%
Medical Services		15,797		15,368		429		2.8	%

Total Net Revenue	$	38,546	$	40,130	$	(1,584	)	(4.0	)%


	For the Six Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Medical Products	$	46,465	$	47,263	$	(798	)	(1.7	)%
Medical Services		31,520		29,305		2,215		7.6	%

Total Net Revenue	$	77,985	$	76,568	$	1,417		1.9	%

During the three and six months ended June 30, 2007, total revenue for Medical Products and Services decreased by 4% and increased by 1.9%, respectively, compared to the same periods in 2006. In the first half of 2007, there has been a shift in products / services mix from Medical Devices and Home Health to other Medical Products and Services product categories. Revenue for the three and six months ended June 30 reflects the impact of lower product orders, decline in revenue from a non-contracted customer due to its vendor consolidation initiative, offset by an increase in average billing per order achieved as a result of business process improvement for our more service intensive, higher billing value product lines. Overall orders decreased by 10% in the second quarter and six months ended June 30, as compared to the prior year. Total average billings per order for all Medical Products and Services increased by 13% for the six months ended June 30, 2007 as compared to the same period in 2006.

For the three and six months ended June 30, Medical Products orders declined by 13.5% and 13.9%, respectively while billings per order increased by 10.6% and 6.3%, respectively. A decline in Medical Device orders of 22% and 18.4%, respectively, in the three and six months ended June 30, as compared to the same periods in the prior year was the result of (a) stricter credit policies, which were in effect for the first six months of 2007, with several customers, and (b) the action taken by one of our non-contracted Ancillary customers to consolidate their vendor relationships. There was a shift in product mix from Medical Devices to the Medical Supplies and other product lines, most of which experienced increased billings per order in the three and six month periods ended June 30, 2007 as compared to the same periods in 2006.

Medical Services revenue increased in the three and six month periods ended June 30, 2007 as compared to the same

periods in 2006, due principally to order volume and price increases in the Transportation product line. Transportation revenues increased 24.1% and 28.8%, respectively, for the three and six months ended June 30, as compared to the same periods in 2006. A decrease in Home Health orders was offset by a mix shift to higher value services resulting in a net increase in billings per order for the three and six month periods ended June 30, 2007 as compared to the same periods in 2006.

Cost of Revenue


	For the Three Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Pharmaceutical	$	36,081	$	36,841	$	(760	)	(2.1	)%
Medical Products and Services		29,086		30,112	$	(1,026	)	(3.4	)%

Total Cost of Revenue	$	65,167	$	66,953	$	(1,786	)	(2.7	)%


	For the Six Months Ended June 30,
	2007		2006		Increase (Decrease)			Percent Change
	(dollars in thousands)
Pharmaceutical	$	73,952	$	73,097	$	855		1.2	%
Medical Products and Services	$	59,366	$	58,167	$	1,199		2.1	%

Total Cost of Revenue	$	133,318	$	131,264	$	2,054		1.6	%

Cost of revenue, as a percentage of revenue, was 78.9% and 79.4%, respectively, for the three and six month periods ended June 30, 2007, a decrease of 0.7% as compared to the same periods in 2006. This decrease as a percentage of revenue is due to: (a) favorable vendor pricing actions, (b) a more favorable product mix towards higher margin products and services, and (c) savings achieved from productivity gains of internal operating costs.

The decrease in Pharmaceutical cost of revenue during the second quarter of 2007 as compared to same period in the prior year is a result of a decrease in the total number of prescription fills primarily attributable to the loss of the Liberty Mutual PBM contract in early June. This is offset by an increase in the average cost per fill for branded drugs which increased approximately 11% per fill, for the three and six months ended June 30, 2007 as compared to the same periods in 2006. Generic cost per fill, however, decreased 5.1% and 7.9%, respectively, for the three and six months ended June 30, 2007 as compared to the same periods in 2006. Pricing concessions from selected vendors mitigated the full effect of the net increased price per fill. Although there was a 1.2% increase in Pharmaceutical cost of revenue for the six months ended June 30 as compared to the prior year, the same cost dynamics are applicable to this period as explained above for the quarter.

Medical Products and Services cost of revenue changes are primarily a result of product mix shifts, as discussed in Medical Products and Services Revenue above. Medical Products and Services gross margin for the three and six months ended June 30, 2007 was 24.5% and 23.9%, respectively, as compared to 25.0% and 24.0% during the same periods in 2006. The impacts of favorable vendor pricing actions during the first six months were offset by lower order volume and higher service costs.

Operating Expenses

Operating expenses were $11.5 million and $23.3 million for the three and six months ended June 30, 2007 as compared to $11.2 million and $22.6 million in the same periods in 2006. For both years, in the three and six months ended June 30, non-cash stock compensation expense of $0.4 million and $0.7 million, respectively, was incurred. Expenses increased by $0.2 million and $0.3 million, respectively, for the three and six months ended June 30, 2007, as compared to the same periods in 2006 related to salaries and benefits costs as a result of increased incentive programs combined with an increase in the number of employees, including temporary workers. In addition, for the quarter and six months, we incurred $0.2 and $0.5 million, respectively, of increased professional fees as consultants were hired to assist in various projects, e.g. efforts to comply with the internal control requirements outlined in the Sarbanes-Oxley Act of 2002, HIPPA compliance program as well as other operational consulting projects. These increases were partially offset by a decrease in certain expenses incurred in the first quarter of 2006 associated with the filing of a registration statement and severance costs. Second quarter of 2007 results reflect the impact of a lower sales tax accrual as well as a lower incentive compensation accrual based on year-to-date financial performance.

Bad debt expense, which is included as a component of operating expense, was $2.1 million and $4.2 million in the three and six months ended June 30, 2007 as compared to $2.0 million and $4.1 million in the same periods in 2006. Actual bad debt expense experience for the quarter and the first six months continues to perform favorably to our current provisioning rate of 2.5%. This is a continuation of a trend noted since the first quarter of 2006 and is reflective of ongoing process improvement initiatives. We continue to evaluate our requirements for specific reserves on a quarterly basis as part of the overall bad debt reserve analysis.

Depreciation and Amortization expense for the three and six month periods ended June 30, 2007 amounted to $2.9 million and $5.8 million as compared to $3.0 million and $5.9 million in the same periods in 2006. The decrease is attributed to lower capital expenditures during the first six months of 2007.

Litigation Settlement. In conjunction with the sale of the Company in March 2005, an escrow account was established with Wells Fargo Bank as the escrow agent and $15.0 million of the purchase price was deposited in the escrow account to be used as security for and to satisfy claims arising out of the transaction. On May 26, 2006, the parent delivered to the stockholder representative for the sellers of the Company an indemnification claim against the escrow balance. A $12.4 million settlement was reached on May 30, 2007 by and between the Company and the sellers as part of a settlement agreement that included a cash settlement to the Company paid out from the escrow account of $9 million and forfeiture of $3.4 million of unpaid tax benefits. Consistent with applicable accounting standards and SEC guidance, this transaction has been accounted for as an adjustment to results of operations in the second quarter of 2007.

Operating Income. For the three and six month periods ended June 30, 2007, operating income totaled $15.4 million and $17.9 million as compared to $2.9 million and $4.0 million in the same periods in 2006, primarily due to the May 2007 litigation settlement and improvement in gross margin due to favorable product mix changes as previously discussed.

Interest expense for the three and six month periods ended June 30, 2007 totaled $5.4 and $10.7 million as compared to $5.3 million and $10.3 million in the same periods in 2006. The increase in interest expense is a result of a $3.5 million increase in the amount of short-term debt outstanding associated with the increased borrowing under the revolving line of credit facility during the fourth quarter of 2006, as compared to the same period in 2006.

Income Tax Benefit. Income tax expense for the three and six month periods ended June 30, 2007 differed from our normal effective tax rate, as the litigation settlement gain recognized during the second quarter of 2007 is non-taxable. Excluding the impact of this non-taxable gain, the Company’s effective tax rate remained consistent with the prior year. We expect to be able to utilize remaining tax benefits through the reversal of deferred tax liabilities in future periods.

Liquidity and Capital Resources

Operating activities provided $1.2 million of cash flow for the six month period ended June 30, 2007 compared to $6.6 million in the same period in 2006. Operating cash flow in the first six months of 2007 includes the impact of the litigation settlement. Excluding the impact of this settlement, cash provided by operating activities was approximately $14.4 million lower in 2007. The year-to-year change in operating cash flows activities reflects (a) approximately $7.2 million associated with the receipt of income tax receivables in the 2006 period, (b) a decline in amounts payable to vendors as a result of increased payments in 2007, and (c) lower cash collections during the first six months of 2006 resulting from staffing turnover within the accounts receivable department. The $9.0 million in cash received from the litigation settlement was used to fund payments to vendors, offset lower than anticipated cash collections in the last month of the quarter and repayment, subsequent to quarter end, of $3.5 million of outstanding borrowings under the revolving credit facility. Day’s sales outstanding was 67 days for the six month period ended June 30, 2007, remaining flat as compared to the same period in 2006; however, this was a one day reduction from the first quarter and a four day reduction from the fiscal year ended December 31, 2006.

During the six months ended June 30, 2007, cash collections totaled $170 million, as compared to $159 million in the same period in 2006. This 6.9% increase is primarily a result of ongoing process improvements in our accounts receivable department.

Our cash balance decreased from $6.1 million at December 31, 2006 to $5.8 million at June 30, 2007. With the receipt of cash from the litigation settlement and the increase in cash collections during the six months ended June 30, 2007, the Company increased vendor payments during the first six months of 2007 in response to a processing backlog that existed at the beginning of the year. Our day’s payable outstanding decreased in the first six months from 45 days as of December 31, 2006 to 34 days as of June 30, 2007.

Investing activities used cash of $1.5 million in the six month period ended June 30, 2007 as compared to $10.9 million for the same period in 2006. The first six months of 2006 includes proceeds from income tax refunds that were disbursed to former shareholders as required by the purchase agreement. Capital expenditures incurred in the six months ended June 30, 2007 related to software development costs and computer equipment improvements. In the same period last year, these expenditures related primarily to ongoing capitalizable information technology projects and software improvements. The Company’s capital expenditure estimate for the remainder of 2007, which is subject to ongoing review and revisions, is approximately $2.4 million; such amount excludes an additional $1.9 million of expenditures expected to be incurred associated with the Company’s lease of new corporate office facilities. Occupation of this new leased facility is expected to occur during the third quarter of 2007.

There were no financing activities for the six months ended June 30, 2007 nor in the same period in 2006.

Our senior secured revolving credit facility consists of a $40 million revolving loan, subject to a borrowing base test. Based on the covenant levels under the senior secured revolving credit facility, we had, as of June 30, 2007, $6.9 million of available borrowing capacity under the revolving credit facility, a $4.0 million decrease from December 31, 2006, and had no additional borrowings on its revolving line of credit during the six month period ended June 30, 2007. This decline in available borrowing capacity is due to the strong cash collections of eligible receivables during the first six months of 2007. See Recent Developments hereunder.

The senior secured revolving credit facility is guaranteed by the Parent, and secured by a first priority lien on substantially all of the Company’s and the Parent’s current and future assets, including all of the capital stock of MSC.

We believe that, based on current levels of operations and anticipated growth, cash from operations, together with other available sources of liquidity, including borrowings available under our senior secured revolving credit facility, will be sufficient to fund operations, anticipated capital expenditures and required payments on our debt for at least the next 12 months. In connection with our borrowings, net interest payments totaled $5.0 million in the six month

period ended June 30, 2007. Our available sources of liquidity are dependent upon future operating performance, which, in turn, is subject to factors beyond our control, including the conditions of the workers’ compensation industry. The Company cannot assure that its business will generate cash from operations, or that it will be able to obtain financing from other sources, sufficient to satisfy its debt service or other requirements.

As of June 30, 2007, the Company was compliant with all debt covenants.

Recent Developments

1. Subsequent event—On July 23, 2007, the Company repaid $3.5 million of borrowings under the revolving credit facility, which reduced the outstanding short-term debt to $16.6 million.

2. The State of New York implemented pharmacy and durable goods workers’ compensation fee schedules, effective July 11, 2007, which significantly reduced the maximum allowable reimbursements for pharmacy and ancillary workers’ compensation services in New York. We expect that there will be an adverse financial impact to operating results and cash flow over the short term. We are working aggressively with our customers and vendors to mitigate the financial impact of this action.

Critical Accounting Estimates and Policies

There has been no change in the Company’s Critical Accounting Estimates and Policies, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2006.

Item 3—Quantitative and Qualitative Disclosures About Market Risk

Due to the significant amount of indebtedness on our balance sheet, we are exposed to interest rate risk. Pursuant to the terms of our senior secured revolving credit facility, we are required to enter into interest rate swap contracts such that at least 50% of all of our and our parent’s indebtedness is subject to fixed interest rate protection. Based on our current hedging positions, under which we have secured a fixed rate for over 50% of our indebtedness, and outstanding debt at June 30, 2007, a 1% increase in interest rates would result in an increase in interest expense of $0.4 million.

Item 4T—Controls and Procedures

Managements’ Evaluation of the Company’s Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted 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 SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a – 15(e) and 15d – 15(e) under the Exchange Act) and have concluded that the Company’s disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2007 that 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

We are from time to time involved in litigation incidental to the conduct of our business. We believe that no litigation currently pending against us, if adversely decided, would have a material adverse effect on our financial position or results of operations.

Item 1A—Risk Factors

There have been no material changes to the risk factors previously disclosed the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3—Defaults upon Senior Securities

None

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

None

Item 5—Other Information

None

Item 6—Exhibits

Pursuant to the terms of the Indenture dated as of June 21, 2005, among the Registrant, MCP-MSC Acquisition, Inc. and U.S. Bank National Association relating to the Senior Secured Floating Rate Notes Due 2011, the Registrant is not required to provide the certifications contained in exhibits 31.1, 31.2, 32.1 and 32.2.


Exhibit No.		Description
4.5		Supplemental Indenture dated as of July 24, 2007 among MSC—Medical Services Company, MSC Billing, Inc., MCP—MSC Acquisition, Inc., and U.S. Bank National Association (the “Trustee”). *
10.26		Amended and Restated Employment Agreement, dated July 16, 2007, by and between the Company and Gary S. Jensen. *
10.27		Security Agreement Supplement dated as of July 24, 2007 between MSC Billing, Inc. and Bank of America, N.A., as administrative agent. *
10.28		Subsidiary Guaranty Supplement dated as of July 24, 2007 between MSC Billing, Inc. and Bank of America, N.A., as administrative agent. *

*	Previously filed

SIGNATURES

Pursuant to the requirements of the Indenture dated as of June 21, 2005, among the Registrant, MCP-MSC Acquisition, Inc. and U.S. Bank National Association relating to the Senior Secured Floating Rate Notes Due 2011, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MSC–Medical Services Company

Date: August 14, 2007	By:	/s/ JOSEPH P. DELANEY
		Joseph P. Delaney
		President and Chief Executive Officer
		(principal executive officer)

Date: August 14, 2007	By:	/s/ GARY S. JENSEN
		Gary S. Jensen, Chief Financial Officer (principal financial and accounting officer)