UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-29486
Merge Technologies Incorporated
(Exact name of Registrant as specified in its charter.)
Wisconsin 39-1600938
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1126 South 70th Street, Milwaukee, WI 53214-3151
(Address of principal executive offices)
(414) 977-4000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
As of May 14, 2003, the issuer had 9,862,274 shares of common stock
outstanding.
INDEX
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Page
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PART I FINANCIAL INFORMATION
-------------------------------
Item 1. Consolidated Financial Statements................................. 1
Item 2. Management's Discussion and Analysis and Results of Operations.... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 14
Item 4. Controls and Procedures........................................... 14
PART II OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings................................................. 15
Item 2. Changes in Securities............................................. 15
Item 3. Defaults upon Senior Securities................................... 15
Item 4. Submission of Matters to a Vote of Security Holders............... 15
Item 5. Other Information................................................. 15
Item 6. Exhibits and Reports on Form 8-K.................................. 15
Signatures........................................................ 16
Certification of Chief Executive Officer.......................... 17
Certification of Chief Financial Officer.......................... 18
Exhibit Index..................................................... 19
PART I
--------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)
March 31, December 31,
2003 2002
----------- -----------
(Unaudited)
ASSETS
Current assets:
Cash.......................................................... $ 6,570 $ 4,411
Accounts receivable, net of allowance for doubtful accounts of
$273 and $293 at March 31, 2003 and December 31, 2002,
respectively................................................ 6,125 7,069
Unbilled accounts receivable.................................. 282 79
Inventory..................................................... 737 453
Prepaid expenses.............................................. 277 176
Other current assets.......................................... 42 25
--------- ----------
Total current assets........................................... 14,033 12,213
--------- ----------
Property and equipment:
Computer equipment............................................ 3,965 3,725
Office equipment.............................................. 509 501
Leasehold improvements........................................ 148 147
--------- ----------
4,622 4,373
Less accumulated depreciation and amortization............... 3,641 3,531
--------- ----------
Net property and equipment..................................... 981 842
Purchased and developed software, net of accumulated
amortization of $5,937 and $5,522 at March 31, 2003 and
December 31, 2002, respectively.............................. 5,850 5,703
Intangibles - customer contract, net of accumulated
amortization of $145 and $97 at March 31, 2003 and December
31, 2002, respectively....................................... 821 869
Long-term accounts receivable.................................. 141 144
Goodwill....................................................... 7,406 7,406
Other.......................................................... 59 69
--------- ----------
Total assets.................................................. $ 29,291 $ 27,246
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................................. $ 1,417 $ 1,493
Current portion of obligations under capital leases........... ---- 7
Accrued wages................................................. 550 685
Other accrued liabilities..................................... 694 264
Deferred revenue.............................................. 2,245 1,892
--------- ----------
Total current liabilities...................................... 4,906 4,341
Notes payable.................................................. 182 167
Put options related to redeemable common stock................. 555 1,038
Other.......................................................... 15 17
--------- ----------
Total liabilities............................................ 5,658 5,563
--------- ----------
Shareholders' equity
Preferred stock, $0.01 par value: 4,000,000 shares
authorized; one share issued and outstanding at March 31,
2003 and December 31, 2002.................................. $ ---- $ ----
Series A Preferred Stock, $0.01 par value: 1,000,000 shares
authorized; zero shares issued and outstanding at March 31,
2003 and December 31, 2002.................................. ---- ----
Series 2 Special Voting Preferred stock, no par value: one
share authorized; one share issued and outstanding at March
31, 2003 and December 31, 2002.............................. ---- ----
Common stock, $0.01 par value: 30,000,000 shares authorized;
9,634,466 shares and 9,481,683 shares issued and outstanding
at March 31, 2003 and December 31, 2002, respectively....... 96 95
Common stock subscribed: 5,021 and 3,542 shares at March 31,
2003 and December 31, 2002, respectively.................... 29 15
Additional paid-in capital.................................... 28,558 28,035
Common stock subscription receivable.......................... (25) (25)
Accumulated deficit........................................... (4,979) (6,295)
Accumulated other comprehensive loss - cumulative translation
adjustment.................................................. (46) (142)
--------- ----------
Total shareholders' equity..................................... 23,633 21,683
--------- ----------
Total liabilities and shareholders' equity..................... $ 29,291 $ 27,246
========= ==========
See accompanying notes to consolidated financial statements.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except for share data)
Three Months Ended
March 31,
----------------------------
2003 2002
------------ ------------
Net sales.............................................. $ 6,117 $ 4,535
Cost of sales.......................................... 2,051 1,788
------------ ------------
Gross profit........................................... 4,066 2,747
------------ ------------
Operating costs and expenses:
Sales and marketing................................... 1,325 867
Product research and development...................... 439 364
General and administrative............................ 721 668
Depreciation and amortization......................... 106 113
------------ ------------
Total operating costs and expenses..................... 2,591 2,012
------------ ------------
Operating income....................................... 1,475 735
------------ ------------
Other income (expense):
Interest expense...................................... (4) (7)
Interest income....................................... 13 6
Other, net............................................ 12 (9)
------------ ------------
Total other income (expense)........................... 21 (10)
------------ ------------
Income before income taxes............................. 1,496 725
Income tax expense..................................... 180 21
------------ ------------
Net income............................................. $ 1,316 $ 704
============ ============
Net income per share - basic........................... $ 0.12 $ 0.09
============ ============
Weighted average number of common shares outstanding
- basic............................................. 10,462,086 7,079,482
============ ============
Net income per share - diluted......................... $ 0.11 $ 0.07
============ ============
Weighted average number of common shares outstanding
- diluted........................................... 11,238,171 9,600,168
============ ============
See accompanying notes to consolidated financial statements.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
--------------------------
2003 2002
---------- ----------
Cash flows from operating activities:
Net income................................................... $ 1,316 $ 704
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization............................... 555 373
Amortization of discount on note acquired in merger......... 4 3
Provision for (recoveries of) doubtful accounts receivable.. (20) 44
Change in assets and liabilities:
Accounts receivable....................................... 807 (238)
Inventory................................................. (284) 38
Prepaid expenses.......................................... (101) (182)
Accounts payable.......................................... (272) 148
Accrued wages............................................. (140) (122)
Other accrued expenses.................................... 580 68
Deferred revenue.......................................... 309 114
Other..................................................... (3) 19
---------- ----------
Net cash provided by operating activities..................... 2,751 969
---------- ----------
Cash flows from investing activities:
Leasehold improvements....................................... (1) ----
Purchases of property and equipment.......................... (232) (218)
Development of software...................................... (468) (482)
---------- ----------
Net cash used in investing activities......................... (701) (700)
---------- ----------
Cash flows from financing activities:
Proceeds from exercise of stock options...................... 25 61
Proceeds from sale of common stock........................... ---- 8
Proceeds from exercise of warrants........................... ---- 14
Proceeds from employee stock purchase plan................... 28 20
Principal payments under capital leases...................... (7) (8)
---------- ----------
Net cash provided by financing activities..................... 46 95
---------- ----------
Effect of exchange rate changes on cash....................... 63 ----
Net increase in cash and cash equivalents..................... 2,159 364
Cash, beginning of period..................................... 4,411 1,043
---------- ----------
Cash, end of period........................................... $ 6,570 $ 1,407
========== ==========
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes.................................. $ 61 $ 5
Cash paid for interest...................................... 1 3
Non-cash Financing and Investing Activities:
Payment of preferred stock dividends through issuance of
common stock.............................................. ---- 11
Redemption value related to exchangeable common stock....... 22 32
See accompanying notes to consolidated financial statements.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
Three Months Ended
March 31,
--------------------------
2003 2002
---------- ----------
Net income............................. $ 1,316 $ 704
Accumulated other comprehensive income
(loss) - cumulative translation
adjustment........................... 97 (2)
---------- ----------
Comprehensive net income............... $ 1,413 $ 702
========== ==========
See accompanying notes to consolidated financial statements.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and in thousands, except for share data)
(1) BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have
been prepared pursuant to the rules and regulations for reporting on Form
10-Q. Accordingly, certain information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements are not included herein. The interim statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the latest Annual Report on Form 10-KSB of Merge
Technologies Incorporated, a Wisconsin corporation dba Merge eFilm, and its
subsidiaries and affiliates (the "Company" or "Merge eFilm").
The accompanying unaudited consolidated financial statements of the
Company reflect all adjustments of a normal recurring nature, which are, in
the opinion of management, necessary to present a fair statement of its
financial position and results of operations.
As a result of the eFilm Medical acquisition on June 28, 2002, the
Company has presented costs associated with service revenues as a component
of cost of sales. Where appropriate, certain items relating to the prior
years have been reclassified to conform to the presentation in the current
year.
The Company maintains two stock-based employee compensation plans and
one director option plan. The Company applies the provisions of the SFAS 123,
Accounting for Stock-Based Compensation ("SFAS No. 123"), as amended ("SFAS
No. 148"), which requires entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provision of APB Opinion No. 25 and provide pro forma disclosures as if the
fair-value-based method defined in SFAS No. 123 had been applied.
The Company has elected to continue to apply the provisions of APB
Opinion No. 25 in accounting for its plans. All stock options under the plans
have been granted at exercise prices of not less than the market value at the
date of the grant. Had the Company determined compensation cost based on the
fair value at the grant date for its stock options under SFAS No. 123, the
Company's net income would have been decreased in the three months ended
March 31, 2003 and 2002 to the pro forma amounts indicated below:
Three Months ended March 31,
2003 2002
---------- -----------
Net income, as reported.......................... $ 1,316 $ 704
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax benefits..... (133) (47)
---------- -----------
Pro forma net income............................. $ 1,183 $ 657
========== ===========
Earnings per share:
Basic - as reported............................. $ 0.12 $ 0.09
========== ===========
Basic - pro forma............................... $ 0.11 $ 0.08
========== ===========
Diluted - as reported........................... $ 0.11 $ 0.07
========== ===========
Diluted - pro forma............................. $ 0.10 $ 0.06
========== ===========
(2) GOODWILL AND OTHER INTANGIBLES
Goodwill is the Company's only unamortized intangible asset. There
were no changes to the carrying amount of goodwill or amortizable intangibles
during the three months ended March 31, 2003.
The Company's intangible assets, other than internally developed
software, subject to amortization are summarized as follows:
March 31, 2003
(in thousands)
Weighted
Average
Remaining Gross
Amortization Carrying Accumulated
Period (Years) Amount Amortization
-------------- --------- ------------
Purchased software 2.7 1,418 (277)
Customer contracts 4.3 966 (145)
--------- ------------
Total 3.1 2,384 (422)
========= ============
Amortization expense was $122 for the three months ended March 31,
2003. Estimated aggregate amortization expense for each of the next five
years is as follows (in thousands):
For the remaining nine months: 2003 $ 366
For the year ended: 2004 $ 481
2005 $ 444
2006 $ 432
2007 $ 216
(3) INCOME PER SHARE
Basic earnings per share are computed by dividing income available to
common shareholders by the weighted- average number of common shares and share
exchange rights outstanding if conversion is dilutive to the calculation.
Diluted earnings per share reflects the potential dilution that could occur
based on the effect of the conversion of outstanding convertible preferred
shares and the exercise of stock options and warrants with an exercise price
of less than the average market price of the Company's common stock. The
following table sets forth the computation of basic and diluted earnings per
share for the three months ended March 31, 2003 and 2002.
(in thousands, except for share data)
March 31,
--------------------------
2003 2002
------------ ------------
Numerator:
Net income...................................... $ 1,316 $ 704
Preferred stock dividends....................... ---- (11)
Accretion of redemption value related to
Interpra exchangeable shares................... (22) (32)
Allocation of income to Interpra exchangeable
shares......................................... (28) (34)
------------ ------------
Numerator for net income per share - basic...... $ 1,266 $ 627
------------ ------------
Adjustment for effect of assumed conversion
of preferred stock............................. ---- 11
------------ ------------
Numerator for net income per share - diluted.... $ 1,266 $ 638
------------ ------------
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and in thousands, except for share data
Denominator:
Weighted average number of shares of common stock
and participating securities outstanding....... 10,462,086 7,079,482
------------ ------------
Effect of convertible preferred stock........... ---- 637,236
Effect of stock options......................... 682,762 1,147,339
Effect of warrants.............................. 93,323 736,111
------------ ------------
Denominator for net income per share - diluted.. 11,238,171 9,600,168
------------ ------------
Net income per share - basic.................... $ 0.12 $ 0.09
Net income per share - diluted.................. $ 0.11 $ 0.07
For the three months ended March 31, 2003 and 2002, 178,700 and
188,816, respectively, weighted average options and warrants to purchase shares
of the Company's common stock had exercise prices greater than the average
market price of the shares of common stock.
(4) ACQUISITIONS
In May of 2002, the Company acquired certain assets of Aurora, pursuant
to an Asset Acquisition Agreement dated April 18, 2002. On June 28, 2002, the
Company acquired all the outstanding capital stock of eFilm pursuant to a
Stock Acquisition Agreement dated April 15, 2002.
The acquisitions were accounted for using the purchase method of
accounting. Accordingly, the assets and liabilities of the acquired businesses
are included in the consolidated balance sheet as of March 31, 2003. The
accompanying consolidated statement of operations for the three months ended
March 31, 2003, include the results of operations for Aurora operations and
the results of operations for eFilm operations. The amounts allocated to
purchased and developed software are being amortized over periods ranging from
three to five years. The estimated asset lives are determined based on
projected future economic benefits and expected life cycles of the
technologies. The amounts allocated to goodwill are not being amortized,
but will be tested for impairment annually or under certain circumstances
that may indicate a potential impairment, and written-off when impaired. The
following is a summary of purchase consideration for the acquisition:
Aurora eFilm
Form of Consideration Fair Value Fair Value
------------------------------------------------------------------
Cash................................. $ 100 $ ----
93,901 shares of common stock........ 792 ----
1,000,000 eFilm exchangeable shares.. ---- 7,737
Vested stock options................. ---- 437
Transaction costs.................... 25 223
---------- ----------
TOTAL: $ 917 $ 8,397
========== ==========
The fair value of shares issued to Aurora was determined to be $8.43
per share or equal to the closing price of the Company's Common Shares as of
May 17, 2002. The fair values of exchangeable shares issued in the eFilm
acquisition was determined using a three-day average $7.736 closing price of
the Company's common stock after signing the definitive agreement.
The Company paid a significant premium above eFilm's tangible and
intangible assets principally for two reasons: eFilm's knowledge of the
Company's software products through the joint development projects that were
undertaken prior to the acquisition and the ability to sell the Company's
products into existing eFilm customers. Also, eFilm's software development
ability is particularly important because as the Company looked to the future,
it foresaw the need to expand the Company's software product offerings to its
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and in thousands, except for share data)
healthcare institutions as many of the Company's competitors are promising more
integrated solutions. In addition, the Company expected to be able to sell its
higher price and high margin software products to eFilm's customers and to use
the eFilm Workstation as a way to have the healthcare institutions become aware
of the Company.
Each holder of eFilm exchangeable shares has the right, at any time
within five years of the acquisition date, to exchange their shares for the
Company's Common Shares on a one for one basis, subject to adjustment
provisions. At June 28, 2007, any remaining shares will automatically be
converted to common stock of the Company.
Each eFilm exchangeable share is entitled to vote together with the
Company's Common Shares on matters relating to the Company and include dividend
rights equivalent to the Company's Common Shares. The Company established an
escrow holdback of 116,590 exchangeable shares for 18 months, for
indemnification with respect to certain potential claims.
The Company established an escrow holdback of 18,780 shares related
to the Aurora transaction for 12 months, for indemnification with respect to
certain potential claims.
The total purchase considerations of approximately $917 and $8,397 was
allocated to the fair value of the net assets acquired as follows
(in thousands):
Aurora eFilm
----------- -----------
Current assets......................... $ 59 $ 403
Other assets........................... 29 44
Purchased and developed technologies... 85 1,193
Purchased contracts.................... ---- 966
Goodwill............................... 744 6,306
In-process research and development.... ---- 148
Liabilities assumed.................... ---- (663)
----------- -----------
Total consideration:................... $ 917 $ 8,397
=========== ===========
The value assigned to acquire in-process technology was determined by
identifying the acquired specific in-process research and development projects
that would be continued, and for which (1) technological feasibility had not
been established at the acquisition date, (2) there was no alternative future
use, and (3) the fair value was estimable with reasonable reliability. The
Company estimated the fair value of the eFilm eRis (eRIS) project to be $148.
Accordingly, this amount was immediately expenses in the consolidated statement
of income upon the acquisition date.
The estimated fair value of these projects was determined by the
utilization of the income or consumption approach. Appraisal assumptions
utilized under this method included a forecast of estimated future net cash
flows, as well as discounting the future net cash flows to their present value.
The Company used a 25% discount rate, which was calculated using an industry
beta and capital structure.
Of the amounts allocated to goodwill in the acquisitions of eFilm and
Aurora, $6,306 and $744, respectively, the $6,306 relating to the eFilm
transaction will not be deductible for federal income tax purposes, and the
$744 relating to the Aurora transaction will be deductible for federal income
tax purposes.
Additionally, in the Aurora acquisition, the Company assumed an
operating lease obligation for office space located in the Chicago, Illinois
metropolitan area. The aggregate minimum lease payment assumed amounted to
$122. In October of 2002, the Company terminated the operating lease acquired
in the Aurora acquisition. The total cost to terminate the lease was $14.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and in thousands, except for share data)
The following unaudited pro forma information shows the results of
operations of the Company for the three months ended March 31, 2002, as if
the business combinations had occurred at the beginning of the period. This
data is not indicative of the results of operations that would have arisen if
the business combinations had occurred at the beginning of the respective
periods. Moreover, this data is not intended to be indicative of future
results of operations.
Three Months ended March 31, 2002
(in thousands, except share data)
Revenue.................................. $ 5,323
Net income............................... 625
Earnings per share:
Basic............................ $ 0.07
Diluted.......................... $ 0.06
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF
PLAN OF OPERATIONS
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
-------------------------------------------
Certain statements in this report that are not historical facts
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Discussions containing such forward-looking statements may
be included herein in the material set forth under Management's Discussion and
Analysis of Financial Condition and Results of Operations, as well as within
this report generally. In addition, when used in this report, the words:
believes, intends, anticipates, expects and similar expressions are intended
to identify forward-looking statements. These statements are subject to a
number of risks and uncertainties, including, among others, the Company's lack
of consistent profitability, fluctuations in operating results, credit and
payment risks associated with end-user sales, involvement with rapidly
developing technology in highly competitive markets, acquisition and
development of new technologies, dependence on major customers, expansion
of the Company's international sales effort, broad discretion of management
and dependence on key personnel, risks associated with product liability and
product defects, costs of complying with government regulation, changes in
external competitive market factors which might impact trends in the Company's
results of operation, unanticipated working capital and other cash
requirements, general changes in the industries in which the Company
competes, and various other competitive factors that may prevent the Company
from competing successfully in the marketplace. Actual results could differ
materially from those projected in the forward-looking statements. The
Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect
any future events or circumstances.
OVERVIEW
---------
Merge eFilm is in the business of integrating digital radiology images
and information into healthcare enterprise networks, and providing software
solutions that manage diagnostic imaging workflow processes. Merge eFilm
solutions and services improve radiology workflow efficiencies, reduce
healthcare operating costs and improve clinical decision making processes.
The Company delivers this tangible value to healthcare facilities of all sizes,
but it specifically targets small to medium size hospitals, multi-hospital
groups, clinics and diagnostic imaging centers. The Company offers modular,
cost effective software solutions that improve its customers' image and
information management and radiology workflow. The Company's product and
service offerings are commonly categorized as PACS and Radiology Information
Systems ("RIS"). The Company believes the combination of PACS and RIS define
the breadth and depth of integrated radiology workflow, with the added value
of enterprise image and information access. This broader definition is the
Company's focus and the manner in which our solutions are positioned to our
target market.
The Company, which was founded in 1987, has historically been viewed
as a leading provider of medical diagnostic imaging and information
connectivity technologies and professional consulting services for original
equipment manufacturers ("OEMs"), value added resellers ("VARs") and
healthcare facilities worldwide. Now doing business as Merge eFilm, the
Company believes it is at the forefront of integrated radiology workflow
research and development, bringing modular software applications to the
marketplace that will enable the seamless integration of images, information,
technology and people across the electronic healthcare enterprise.
Through its founder and Chairman, William C. Mortimore, the Company
has been a key contributor to the development of the industry's standard
network communications protocol known as Digital Imaging Communications in
Medicine ("DICOM"), open medical standards such as HL-7, and the Integrated
Healthcare Enterprise ("IHE") framework that has been created through an
initiative co-sponsored by the Radiological Society of North America ("RSNA")
and the Healthcare Information and Management Systems Society ("HIMSS"). The
IHE initiative represents a consortium of more than 30 companies in the
Radiology and Healthcare Information Systems fields. This set of requirements
has paved the way for healthcare organizations to begin in earnest to integrate
the complex workflow systems of the radiology department with the entire
healthcare system by using equipment and software applications that connect
the various image and communication components. Merge eFilm has incorporated
these standards in all its radiology workflow technologies and software
applications establishing the basis for seamless integration of images and
healthcare information across an organization's intranet or over the internet.
Radiology departments, diagnostic imaging centers and their patients
benefit from the Company's solutions in a variety of ways including: (i)
networking of multiple image-producing and image-using devices to eliminate
duplication and reduce the need for capital equipment expenditures to build
digital image and information networks; (ii) creating permanent electronic
archives of diagnostic-quality images to enable the retrieval of these images
and reports at any time in the future; (iii) accessing the Company's modular
architecture of software products that allow radiology departments, clinics
and diagnostic imaging centers to build their electronic image and information
management systems in a modular, flexible and cost-effective way; (iv)
delivering the capability to integrate diagnostic radiology images into the
radiologist's report to make it a permanent part of the patient's electronic
medical record; and (v) providing the means to view images and reports from
any number of remote locations.
RESULTS OF OPERATIONS
----------------------
(in thousands)
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002
NET SALES.
Net sales increased 35% to $6,117 in the three months ended March 31,
2003 from $4,535 three months ended March 31, 2002. Net sales of products and
software made directly to healthcare facilities decreased 8% to $1,157 in the
three months ended March 31, 2003 from $1,264 in the three months ended March
31, 2002. Net sales in the three months ended March 31, 2003 were reduced buy
a $430 provision for a sales return from one customer related to a sale made
in 2002. Net sales to OEM/VARs and dealers increased 22% to $3,154 in the
three months ended March 31, 2003 from $2,588 in the three months ended March
31, 2002. The Company anticipates continued growth in the OEM/VAR group,
although at a lower rate than sales made directly to healthcare facilities
and the professional services group. Net sales from the professional services
group increased 164% to $1,806 in the three months ended March 31, 2003 from
$683 in the three months ended March 31, 2002. The net sales growth from the
professional services group is due to the growth in sales made directly to
healthcare facilities and imaging centers, where such sales are accompanied
by installation services and service contracts, and to the revenue related to
the acquisition of eFilm Medical Inc. ("eFilm") completed in June of 2002.
The Company anticipates net sales from the professional services group to
continue to grow as part of the overall growth in the sales made directly to
healthcare facilities and imaging centers. Given our sales growth during
2003 and our assessment of the market, the Company believes information
technology spending on new technologies by our targeted customer base will
continue to grow. Based upon this expected demand and customer receptiveness
to the Merge eFilm suite of products, the Company anticipates sales for the
remainder of 2003 to continue to increase, largely driven by sales made
directly to healthcare facilities and imaging centers and the services to
be provided related to these customers.
COST OF SALES.
Cost of sales consists of purchased components, service costs
associated with revenues, amortization of purchased and developed software
and amortization of customer contracts. The cost of purchased components
decreased as a percentage of net sales to 16% in the three months ended March
31, 2003 from 26% in the three months ended March 31, 2002. This decrease in
the cost of purchased components as a percentage of net sales, is primarily
due to the Company's sales mix, which consists of a greater percentage of
higher margin products and services and reduced component costs. Service
costs associated with revenues increased to $605 in the three months ended
March 31, 2003 from $356 in the three months ended March 31, 2002. The
increase is due to the Company's acquisition of eFilm and additional service
department staff. Amortization of purchased and developed software increased
to $462 or 8% of net sales in the three months ended March 31, 2003 from $260
or 6% of net sales in the three months ended March 31, 2002. The increase is
due to the commencement of amortization on software available for general
release and the amortization of the intellectual property and customer
contracts acquired in the acquisition of eFilm.
As a result of the eFilm acquisition on June 28, 2002, the Company has
presented costs associated with service revenues as a component of cost of
sales. The prior year presentation has been reclassified to conform to the
current year presentation.
GROSS PROFIT.
Gross profit increased 48% to $4,066 in the three months ended March
31, 2003 from $2,747 in the three months ended March 31, 2002. As a percentage
of net sales, gross profit increased to 66% of net sales in the three months
ended March 31, 2003 compared to 61% in the three months ended March 31, 2002.
The Company implemented a number of initiatives to improve gross profit in 2002,
including the acquisition of eFilm, targeted price increases, reductions in
component costs and a gradual shift in product mix to higher margin software
applications. The Company anticipates these initiatives will continue to
slightly increase overall margins in 2003.
SALES AND MARKETING.
Sales and marketing expense increased 53% to $1,325 in the three months
ended March 31, 2003 from $867 in the three months ended March 31, 2002. The
increase is the result of the Company's objective to invest in sales and
marketing activities and staff count in order to grow net sales.
PRODUCT RESEARCH AND DEVELOPMENT.
Research and development expense increased 21% to $439 in the three
months ended March 31, 2003 from $364 in three months ended March 31, 2002.
The Company anticipates research and development costs will continue to
increase in 2003 as the Company increases its new product development,
particularly related to developing its Fusion application modules, including
RIS functionality. Capitalization of software development costs decreased
$14 to $468 in the three months ended March 31, 2003 from $482 in the three
months ended March 31, 2002.
GENERAL AND ADMINISTRATIVE.
General and administrative expense increased 8% to $721 in the three
months ended March 31, 2003 from $668 in the three months ended March 31,
2002. General and administrative expense includes costs for information
systems, accounting, administrative support, management personnel, bad debt
expenses and general corporate matters.
DEPRECIATION AND AMORTIZATION.
Depreciation and amortization expense decreased 6% or $7 to $106 in
the three months ended March 31, 2003 from $113 in the three months ended
March 31, 2002. The decrease is due primarily to certain assets becoming
fully depreciated. Depreciation and amortization is assessed on capital
equipment and intangible assets with estimable useful lives. This is net
of amortization of capitalized software, which is a component of cost of
sales.
OTHER INCOME, EXPENSE.
The Company's interest expense decreased to $4 in the three months
ended March 31, 2003 from $7 in three months ended March 31, 2002, and
interest income was $13 compared to interest income of $6 in three months
ended March 31, 2002. The increase in interest income was relatively small
compared to the increase in the Company's cash balance due to declining
interest rates. Other income, net, was $12 in the three months ended March
31, 2003 compared to other expense, net in the three months ended March 31,
2002 of $9. The increase in other income, net is due primarily to unrealized
foreign exchange gains and losses.
INCOME TAXES.
The Company recorded income tax expense of $180 in the three months
ended March 31, 2003 and $21 in the three months ended March 31, 2002. The
Company anticipates becoming a taxpayer in 2003 and has continued utilizing
its remaining net operating loss carryforwards to offset income tax
liabilities. The Company has estimated its domestic and international
effective rate to be 12%, which has been applied to the three month period
ended March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
--------------------------------
(in thousands)
OPERATING CASH FLOWS.
Cash provided by operating activities was $2,751 in the in the three
months ended March 31, 2003. The Company's positive operating cash flow in
the three months ended March 31, 2003 was due primarily to its net income of
$1,316, depreciation and amortization expense of $555, a decrease of $807 in
accounts receivable and a $309 increase in deferred revenue, offset by a
decrease of $272 in accounts payable. Accounts receivable and deferred revenue
increases are a direct result of the increase in net sales.
The total days sales outstanding for the three months ended March 31,
2003, improved to 97 days compared to 130 days for the year ended December 31,
2002. The decrease in days sales outstanding is attributed to the collection
of receivables from healthcare facilities in 2003.
INVESTING CASH FLOWS.
Cash used in investing activities was $701 in the three months ended
March 31, 2003, due primarily to cash outflows for capitalized software
development costs of $468 and purchases of capital equipment of $232. The
Company expects to continue to invest in software development projects that
will continue to accelerate sales.
FINANCING CASH FLOWS.
Cash provided by financing activities was $46 in the three months
ended March 31, 2003. The Company received net proceeds of $25 from employee
and director stock option exercises and $28 from purchases of common stock
under its employee stock purchase plan.
Total outstanding commitments at March 31, 2003 were as follows:
Less than 1
Contractual Obligations Total Year 1 - 3 Years
-----------------------------------------------------------------------------------
Long Term Debt....................... $ 204 $ ---- $ 204
Operating Leases..................... 928 396 532
--------- ---------- --------
Total Contractual Cash Obligations... $ 1,132 $ 396 $ 736
========= ========== ========
The Company also has a liability recorded of $555 for put options on
the remaining 138,731 of 420,000 Interpra exchangeable shares, which may be
exercised for a price of $4.50 per share during the period from August 31, 2004,
until September 30, 2004.
In December 2002, the Company negotiated a new revolving line of credit
agreement with its bank, increasing its line to $5,000 effective December 30,
2002, and maturing December 30, 2005. The interest rate on the line of credit
is a variable rate that is equal to the prime rate as published in the Wall
Street Journal, less 0.75 percentage points and is collateralized by the
Company's assets. At March 31, 2003, the loan's interest rate was 3.50%.
Availability under the new line of credit is subject to a borrowing base
consisting of 50% of inventory balances under $2,000, 80% of qualified accounts
receivable under 90 days and 100% of the Company's depository cash balances
held at the bank if borrowings exceed the existing base of inventory and
qualified accounts receivable. Under the formula, $5,000 was calculated to be
available at March 31, 2003. No amounts were outstanding on the line of credit
as of March 31, 2003.
The Company does not have any other significant long-term obligations,
contractual obligations, lines of credit, standby letters of credit, guarantees,
standby repurchase obligations or other commercial commitments.
The Company believes that existing cash, together with the availability
under its revolving credit agreement and future cash flows from operations will
be sufficient to execute the business plan in 2003. However, any projections
of future cash inflows and outflows are subject to uncertainty. In 2003, it
may be necessary to raise additional capital for activities necessary to meet
the Company's business objectives or its long-term liquidity needs. If it is
determined that additional capital is needed, it may be raised by selling
additional equity or raising debt from third party sources. The sale of
additional equity or convertible debt securities could result in dilution to
current stockholders. In addition, debt financing, if available, could involve
restrictive covenants, which could adversely affect operations. There can be no
assurance that any of these financing alternatives will be available in amounts
or on terms acceptable to the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation as of a date within 90 days prior to the filing date
of this report, that our disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Exchange Act. There have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the previously mentioned
evaluation.
PART II
---------
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
In the three months ended March 31, 2003, the Company sold no shares
of its common stock in transactions that were not registered under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index.
(b) No reports on Form 8-K were filed during the first fiscal quarter.
SIGNATURES
------------
In accordance with the requirements of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MERGE TECHNOLOGIES INCORPORATED
May 15, 2003 By: /s/ Richard A. Linden
--------------------------------------
Richard A. Linden
President and Chief Executive Officer
May 15, 2003 By: /s/ Scott T. Veech
--------------------------------------
Scott T. Veech
Chief Financial Officer, Treasurer and
Secretary (Principal Financial Officer
and Principal Accounting Officer)
CERTIFICATION
---------------
Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Richard A. Linden, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Merge
Technologies Incorporated;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The Registrant's other certifying officer and I (herein, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries (collectively, the "Company") is made
known to the Certifying Officers by others within the Company,
particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report the conclusions of the
Certifying Officers about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date.
5. The Registrant's Certifying Officers have disclosed, based on the
Certifying Officers' most recent evaluation, to the Registrant's
auditors and the audit committee of the Registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other Certifying Officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 15, 2003
/s/ Richard A. Linden
-------------------------------------------
Richard A. Linden, Chief Executive Officer
See also the certification pursuant to Section 906 of the Sarbanes - Oxley Act
of 2002, which is included as an exhibit to this report.
CERTIFICATION
---------------
Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Scott T. Veech, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Merge
Technologies Incorporated;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The Registrant's other certifying officer and I (herein, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries (collectively, the "Company") is made
known to the Certifying Officers by others within the Company,
particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report the conclusions of the
Certifying Officers about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date.
5. The Registrant's Certifying Officers have disclosed, based on the
Certifying Officers' most recent evaluation, to the Registrant's
auditors and the audit committee of the Registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other Certifying Officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 15, 2003
/s/ Scott T. Veech
----------------------------------------
Scott T. Veech, Chief Financial Officer
See also the certification pursuant to Section 906 of the Sarbanes - Oxley Act
of 2002, which is included as an exhibit to this report.
EXHIBIT INDEX
---------------
3.1 Articles of Incorporation of Registrant (2), Articles of Amendment as of
June 16, 1998 (3), Articles of Amendment as of September 1, 1999 (6),
and Articles of Amendment as of November 29, 2000 (6)
3.2 Amended and Restated Bylaws of Registrant as of February 3, 1998 (1)
10.2 Employment Agreement entered into as of November 29, 2001, between
Registrant and Richard A. Linden (7)
10.3 Employment Agreement entered into as of December 21, 2001, between
Registrant and William C. Mortimore (7)
10.5 1996 Stock Option Plan for Employees of Registrant dated May 13, 1996 (2)
10.6 Office Lease for West Allis Center dated May 24, 1996, between
Registrant and Whitnall Summit Company, LLC, Supplemental Office Lease
dated July 3, 1997 (1), Supplemental Office Space Lease dated January
30, 1999 (2), Supplemental Office Space Lease for 1126 West Allis
Operating Associates Limited Partnership dated April 11, 2000 (4) and
Second Amendment to Lease dated January 11, 2002, between Registrant
and 1126 West Allis Operating Associates, Limited Partnership (7)
10.8 1999 Stock Option Plan For Directors (1)
10.9 Merge Technologies Incorporated 2000 Employee Stock Purchase Plan (5)
10.10 Loan Agreement dated as of December 30, 2002, by and between Registrant
and Lincoln State Bank (8)
10.11 Employment Agreement entered into as of July 15, 2002, between
Registrant and Scott T. Veech (8)
99.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes - Oxley Act of 2002
-------------------------
(1) Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997.
(2) Incorporated by reference to Registration Statement on Form SB-2
(No. 333-39111) effective January 29, 1998.
(3) Incorporated by reference to Quarterly Report on Form 10-QSB for the
three months ended March 31, 1999.
(4) Incorporated by reference to Quarterly Report on Form 10-QSB for the
three months ended March 31, 2000.
(5) Incorporated by reference to Proxy Statement for 2000 Annual Mailing
of Shareholders dated May 9, 2000.
(6) Incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.
(7) Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001.
(8) Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2002.
--------------
EXHIBIT 99.1
--------------
CERTIFICATION of CHIEF EXECUTIVE OFFICER and CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of MERGE
TECHNOLOGIES INCORPORATED (the "Company") for the quarterly period ended
March 31, 2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), Richard A. Linden, as Chief Executive Officer of
the Company, and Scott T. Veech, as Chief Financial Officer of the Company,
each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that, to the
best of their knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Date: May 15, 2003 By: /s/ Richard A. Linden
--------------------------
Richard A. Linden
Chief Executive Officer
Date: May 15, 2003 By: /s/ Scott T. Veech
--------------------------
Scott T. Veech
Chief Financial Officer
This certification accompanies the Report pursuant to Section 906
of the Sarbanes - Oxley Act of 2002 and shall not, except to the extent
required by the Sarbanes - Oxley Act of 2002, be deemed filed by the Company for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
See also the certification pursuant to Section 302 of the Sarbanes -
Oxley Act of 2002, which is included in this quarterly report on Form 10-Q.