CHICAGO, July 31, 2012 (GLOBE NEWSWIRE) -- Merge Healthcare Incorporated (Nasdaq:MRGE), a leading provider of clinical systems and innovations that seek to transform healthcare, today announced its financial and business results for the second quarter of 2012.
"Our second quarter results reflect solid revenue growth even as we move to a new business model," said Jeff Surges, CEO of Merge Healthcare. "With our premier client base, industry-leading solutions and expansion into new markets, we are well-positioned for continued success in 2012."
Financial Highlights:
- Revenue was $62.9 million ($63.4 million on a pro forma basis) in the quarter, compared to $55.6 million ($57.0 million on a pro forma basis) in the second quarter of 2011 - an increase of 13%.
- Adjusted EBITDA was $13.6 million, representing 21% of pro forma revenue in the quarter, compared to $17.1 million and 30% in the second quarter of 2011.
- Subscription-based pricing arrangements in which software, hardware and professional services are recognized ratably over a number of years generated 15% of total revenue in the quarter.
Business Highlights:
- Signed multiple subscription-based contracts including an extension of our strategic partnership with one of the largest imaging practices in the country;
- Extended our leadership in enterprise-wide imaging and was named the world's #1 Vendor Neutral Archive (VNA) provider;
- Added five iConnect® contracts with leading healthcare systems including Franciscan Alliance, Children's Hospital & Research Center in Oakland, Our Lady of Lourdes and St. Vincent Hospital;
- Executed 12 contracts for the Merge Meaningful Use (MU) platform within Radiology and Orthopedics settings, adding another 125 physicians to those who have already selected Merge;
- Released eClinical OS, a Software as a Service (SaaS) application, offering an end-to-end solution for clients to design, deploy and manage clinical trials;
- Continued the nationwide replacement of disconnected health station units currently in retail pharmacy and corporate settings with new, connected Merge Health Stations.
Quarter Results:
Results compared to the same quarter in the prior year on a GAAP basis are as follows (in millions, except per share data):
| Q2 2012 | Q2 2011 | |
| Net sales | $62.9 | $55.6 |
| Operating income | 3.4 | 8.1 |
| Net loss attributable to common shareholders | (5.9) | (3.3) |
| Net loss per diluted share | ($0.06) | ($0.04) |
| Cash balance at period end | $33.7 | $45.2 |
| Cash from business operations* | 10.2 | 6.6 |
*See table at the back of this earnings release.
Pro forma results and other, non-GAAP measures compared to the same quarter in the prior year are as follows (in millions, except percentages and per share data):
| Q2 2012 | Q2 2011 | |
| Pro forma results | ||
| Net sales | $63.4 | $57.0 |
| Adjusted net income | 1.7 | 5.0 |
| Adjusted EBITDA | 13.6 | 17.1 |
| Adjusted net income per diluted share | $0.02 | $0.06 |
| Adjusted EBITDA per diluted share | $0.14 | $0.20 |
| Non-GAAP and other measures** | ||
| Subscription, maintenance & EDI revenue as % of net sales | 58.8% | N/A |
| Subscription and non-recurring backlog at period end | $62.4 | N/A |
| Days sales outstanding | 99 | 93 |
**Comparable information for periods prior to Q2 2012 is not available.
Reconciliation of GAAP net income to adjusted net income and adjusted EBITDA is included after the financial information, below.
Pro Forma Operating Group Results:
Results (in millions) for our operating groups, which we commenced reporting in the second quarter of 2012, are as follows:
| Three Months Ended June 30, 2012 | ||||
|
Healthcare |
DNA |
Corporate/ Other |
Total |
|
| Net sales: | ||||
| Software and other | $ 20.5 | $ 5.0 | $ 25.5 | |
| Service | 7.0 | 3.0 | 10.0 | |
| Maintenance | 27.4 | 0.5 | 27.9 | |
| Total net sales | 54.9 | 8.5 | 63.4 | |
| Gross Margin | 33.3 | 2.7 | 36.0 | |
| Gross Margin % | 60.7% | 31.8% | 56.8% | |
| Expenses | 22.8 | 3.8 | 26.6 | |
| Segment income (loss) | $ 10.5 | $ (1.1) | 9.4 | |
| Operating Margin % | 19.1% | -12.9% | 14.8% | |
| Net corporate/other expenses (1) | $ 12.7 | 12.7 | ||
| Loss before income taxes | (3.3) | |||
| Adj. EBITDA reconciling adjustments | 4.0 | 1.1 | 11.8 | 16.9 |
| Adjusted EBITDA | $ 14.5 | $ -- | $ (0.9) | $ 13.6 |
| Adjusted EBITDA % | 26.4% | 0.0% | 21.5% | |
| (1) Net corporate/other expenses include public company costs, corporate administration costs, acquisition-related expenses and net interest expense. | ||||
|
Net Sales in the Three Months Ended June 30, 2012 |
Backlog as of June 30, 2012 |
|||||||||
| Healthcare | DNA | Healthcare | DNA | |||||||
| Revenue Source | $ | % | $ | % | Total | $ | % | $ | % | Total |
| Maintenance & EDI (1) | $ 27.4 | 49.9% | $ 0.5 | 5.9% | 44.0% | |||||
| Subscription | 3.8 | 6.9% | 5.6 | 65.9% | 14.8% | $ 11.9 | 29.6% | $ 22.2 | 100.0% | 54.6% |
| Non-recurring | 23.7 | 43.2% | 2.4 | 28.2% | 41.2% | 28.3 | 70.4% | -- | 0.0% | 45.4% |
| Total | $ 54.9 | 100.0% | $ 8.5 | 100.0% | 100.0% | $ 40.2 | 100.0% | $ 22.2 | 100.0% | 100.0% |
| 86.6% | 13.4% | 64.4% | 35.6% | |||||||
| (1) Due to the variability in timing and length of maintenance renewals, we do not believe backlog for this revenue component is a meaningful disclosure. | ||||||||||
Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles or GAAP. This press release includes certain non-GAAP financial measures to supplement its GAAP information. Non-GAAP measures are not an alternative to GAAP and may be different from non-GAAP measures used by other companies. A quantitative reconciliation of GAAP net income available to common shareholders to adjusted net income and adjusted EBITDA is included after the financial information included in this press release.
Management believes that the presentation of non-GAAP results, when shown in conjunction with corresponding GAAP measures, provides useful information to it and investors regarding financial and business trends related to results of operations, because certain charges, costs and expenses reflect events that are not essential to recurring business operations. In addition, management believes these non-GAAP measures provide investors useful information regarding the underlying performance of the post-acquisition business operations when compared to the pre-acquisition results of Merge and any significant acquired company. Purchase accounting adjustments made in accordance with GAAP can make it difficult to make meaningful comparisons of the underlying operations of the business without considering the non-GAAP adjustments that are provided and discussed herein. Further, management believes that these non-GAAP measures improve its and investors' ability to compare Merge's financial performance with other companies in the technology industry. Management also uses financial statements that exclude these charges, costs and expenses for its internal budgets. While GAAP results are more complete, these supplemental metrics are offered since, with reconciliations to GAAP, they may provide greater insight into our financial results. Management does not intend the presentation of these non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
Additional information regarding the non-GAAP financial measures presented is as follows:
- Pro forma revenue consists of GAAP revenue as reported, adjusted to add back the acquisition related sales adjustments (for all significant acquisitions) recorded for GAAP purposes.
- Subscription revenue and the related backlog is comprised of software, hardware and professional services (including installation, training, etc.) contracted with and payable by the customer over a number of years. Generally, these contracts will include a minimum volume / dollar commitment. As such, the revenue from these transactions is recognized ratably over an extended period of time. These types of contracts will include monthly payments (including leases), long-term clinical trials, renewable annual software arrangements (with very high renew rate), to specify a few methods.
- Non-recurring revenue and related backlog represents revenue that we anticipate recognizing in future periods from signed customer contracts as of the end of the period presented. Non-recurring revenue is comprised of perpetual software license sales and includes licenses, hardware and professional services (including installation, training and consultative engineering services).
- Adjusted net income consists of GAAP net income available to common stockholders, adjusted to exclude (a) acquisition-related costs, (b) restructuring and other costs, (c) stock-based compensation expense, (d) acquisition-related amortization, and (e) acquisition-related cost of sales adjustments and adds back (f) the acquisition-related sales adjustments.
- Adjusted EBITDA adjusts GAAP net income available to common stockholders for the items considered in adjusted net income as well as (a) remaining depreciation and amortization, (b) net interest expense, (c) non-cash preferred stock dividends and (d) income tax expense (benefit).
- Cash from business operations reconciles the cash generated from such operations to the change in GAAP cash balance for the period by reflecting payments of liabilities associated with our acquisitions, payments of acquisition related fees, interest payments and other payments and receipts of cash not generated by the business operations.
Management has excluded certain items from non-GAAP adjusted net income because it believes (i) the amount of certain expenses in any specific period may not directly correlate to the underlying performance of business operations and (ii) the adjustment facilitates comparisons of pre-acquisition results to post-acquisition results. In addition, the following adjustments are described in more detail below:
- Acquisition-related amortization expense is a non-cash expense arising from the acquisition of intangible assets in connection with significant acquisitions. Management excludes acquisition-related amortization expense from non-GAAP net income because it believes such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets.
- Stock-based compensation expense is a non-cash expense arising from the grant of stock awards to employees and is excluded from non-GAAP net income because management believes such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants to new employees resulting from acquisitions.
- Acquisition related sales and costs of sales adjustments reflect the fair value adjustment to deferred revenues acquired in connection with significant acquisitions. The fair value of deferred revenue represents an amount equivalent to the estimated cost plus an appropriate profit margin to perform services-related software and product support, which assumes a legal obligation to do so, based on the deferred revenue balances as of the date the acquisition of a significant company was completed. Management adds back this deferred revenue adjustment, net of related costs, for non-GAAP revenue and non-GAAP net income because it believes the inclusion of this amount directly correlates to the underlying performance of operations and facilitates comparisons of pre-acquisition to post-acquisition results.
Notice of Conference Call
Merge will host a conference call on Wednesday, August 1 at 8:30 am EDT to discuss its financial results for the second quarter 2012. Jeff Surges, Justin Dearborn, and Steve Oreskovich will lead the call. Investors can listen to the conference call live via telephone by dialing 888.267.0102 (U.S. and Canada) or (706) 643-0988 (International) and and referencing Conference ID Number 98263095. The call can be accessed over the Internet at Merge Healthcare Web Cast. A replay via the Internet or phone will be available after the call at http://www.merge.com/Company/Investors/Conference-Call-Info.aspx.
About Merge
Merge is a leading provider of clinical systems and innovations that seek to transform healthcare. Merge's enterprise and cloud-based solutions for image intensive specialties provide access to any image, anywhere, any time. Merge also provides health stations, clinical trials software and other health data and analytics solutions that engage consumers in their personal health. With solutions that are used by providers and consumers and include more than 20 years of innovation, Merge is helping to reduce costs and improve the quality of healthcare worldwide. For more information, visit merge.com.
The Merge Healthcare logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=10757
Cautionary Notice Regarding Forward-Looking Statements
The matters discussed in this news release may include forward-looking statements, which could involve a number of risks and uncertainties. When used in this press release, the words "will," "believes," "intends," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those expressed in, or implied by, such forward-looking statements. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements.
| MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES | |||
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||
| (in thousands) | |||
| June 30, | December 31, | ||
| 2012 | 2011 | ||
| (Unaudited) | |||
| Current assets: | |||
| Cash (including restricted cash) | $ 33,728 | $ 39,272 | |
| Accounts receivable, net | 68,836 | 71,014 | |
| Inventory | 5,457 | 4,718 | |
| Prepaid expenses | 9,129 | 5,678 | |
| Deferred income taxes | 3,393 | 3,393 | |
| Other current assets | 28,012 | 20,199 | |
| Total current assets | 148,555 | 144,274 | |
| Property and equipment, net | 5,628 | 4,391 | |
| Purchased and developed software, net | 22,244 | 23,924 | |
| Other intangible assets, net | 41,280 | 45,152 | |
| Goodwill | 214,245 | 209,829 | |
| Deferred tax assets | 7,763 | 9,209 | |
| Other assets | 13,212 | 13,608 | |
| Total assets | $ 452,927 | $ 450,387 | |
| Current liabilities: | |||
| Accounts payable | $ 24,221 | $ 22,114 | |
| Interest payable | 4,982 | 4,935 | |
| Accrued wages | 6,105 | 6,972 | |
| Restructuring accrual | 571 | 1,407 | |
| Other current liabilities | 17,186 | 11,580 | |
| Deferred revenue | 48,785 | 51,246 | |
| Total current liabilities | 101,850 | 98,254 | |
| Notes payable | 249,698 | 249,438 | |
| Deferred income taxes | 1,891 | 1,891 | |
| Deferred revenue | 1,301 | 1,679 | |
| Income taxes payable | 728 | 727 | |
| Other liabilities | 4,809 | 5,927 | |
| Total liabilities | 360,277 | 357,916 | |
| Total Merge shareholders' equity | 92,200 | 92,003 | |
| Noncontrolling interest | 450 | 468 | |
| Total shareholders' equity | 92,650 | 92,471 | |
| Total liabilities and shareholders' equity | $ 452,927 | $ 450,387 | |
| MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES | ||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| (in thousands, except per share data) | ||||
| (unaudited) | ||||
| Three Months Ended | Six Months Ended | |||
| June 30, | June 30, | |||
| 2012 | 2011 | 2012 | 2011 | |
| Net sales | ||||
| Software and other | $ 25,262 | $ 17,639 | $ 48,019 | $ 36,310 |
| Professional services | 9,856 | 10,515 | 19,296 | 18,915 |
| Maintenance and EDI | 27,768 | 27,438 | 56,549 | 53,039 |
| Total net sales | 62,886 | 55,592 | 123,864 | 108,264 |
| Cost of sales | ||||
| Software and other | 11,468 | 4,681 | 19,997 | 11,258 |
| Professional services | 6,012 | 5,016 | 11,904 | 10,079 |
| Maintenance and EDI | 7,915 | 6,687 | 16,598 | 14,651 |
| Depreciation and amortization | 1,901 | 2,347 | 3,780 | 4,846 |
| Total cost of sales | 27,296 | 18,731 | 52,279 | 40,834 |
| Gross margin | 35,590 | 36,861 | 71,585 | 67,430 |
| Operating costs and expenses: | ||||
| Sales and marketing | 10,743 | 7,853 | 21,667 | 16,546 |
| Product research and development | 8,450 | 7,017 | 16,042 | 13,769 |
| General and administrative | 7,409 | 8,264 | 16,046 | 14,854 |
| Acquisition-related expenses | 2,844 | 375 | 3,206 | 479 |
| Restructuring and other expenses | -- | -- | -- | (36) |
| Depreciation, amortization and impairment | 2,725 | 5,223 | 5,532 | 7,873 |
| Total operating costs and expenses | 32,171 | 28,732 | 62,493 | 53,485 |
| Operating income | 3,419 | 8,129 | 9,092 | 13,945 |
| Other expense, net | (7,177) | (7,788) | (15,108) | (14,348) |
| Income (loss) before income taxes | (3,758) | 341 | (6,016) | (403) |
| Income tax expense | 2,121 | 2,026 | 1,726 | 2,871 |
| Net loss | (5,879) | (1,685) | (7,742) | (3,274) |
| Less: noncontrolling interest's share | 3 | -- | (18) | -- |
| Net loss attributable to Merge | (5,882) | (1,685) | (7,724) | (3,274) |
| Less: preferred stock dividends | -- | 1,587 | -- | 3,153 |
| Net loss attributable to common shareholders of Merge | $ (5,882) | $ (3,272) | $ (7,724) | $ (6,427) |
| Net loss per share - basic | $ (0.06) | $ (0.04) | $ (0.08) | $ (0.08) |
| Weighted average number of common shares outstanding - basic | 92,103,421 | 84,345,025 | 91,718,685 | 84,277,343 |
| Net loss per share - diluted | $ (0.06) | $ (0.04) | $ (0.08) | $ (0.08) |
| Weighted average number of common shares outstanding - diluted | 92,103,421 | 84,345,025 | 91,718,685 | 84,277,343 |
| MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES | ||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
| (in thousands) | ||
| (unaudited) | ||
| Six Months Ended | ||
| June 30, | ||
| 2012 | 2011 | |
| Cash flows from operating activities: | ||
| Net loss | $ (7,742) | $ (3,274) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
| Depreciation, amortization and impairment | 9,312 | 12,719 |
| Share-based compensation | 2,817 | 2,120 |
| Change in contingent consideration for acquisitions | 2,169 | 128 |
| Amortization of notes payable issuance costs & discount | 1,319 | 1,156 |
| Provision for doubtful accounts receivable and allowances, net of recoveries | 988 | 782 |
| Deferred income taxes | 1,446 | 2,440 |
| Unrealized gain on equity security | (1,058) | -- |
| Realized gain on sale of equity security | -- | (405) |
| Net change in assets and liabilities (net of effects of acquisitions) | (12,366) | (14,239) |
| Net cash provided by (used in) operating activities | (3,115) | 1,427 |
| Cash flows from investing activities: | ||
| Cash paid for acquisitions, net of cash acquired | (876) | (600) |
| Purchases of property, equipment and leasehold improvements | (2,403) | (1,277) |
| Change in restricted cash | -- | 880 |
| Distribution from investment in equity security | -- | 405 |
| Net cash used in investing activities | (3,279) | (592) |
| Cash flows from financing activities: | ||
| Proceeds from issuance of term notes | -- | 53,560 |
| Note and stock issuance costs paid | -- | (1,528) |
| Proceeds from exercise of stock options and employee stock purchase plan | 838 | 206 |
| Principal payments on notes payable | (34) | -- |
| Principal payments on capital leases | (101) | (41) |
| Redemption and retirement of preferred stock | -- | (40,750) |
| Preferred stock dividends | -- | (7,152) |
| Net cash provided by financing activities | 703 | 4,295 |
| Effect of exchange rate changes on cash | 147 | (45) |
| Net increase (decrease) in cash | (5,544) | 5,085 |
| Cash and cash equivalents, beginning of period (net of restricted cash) | (1) 38,565 | 39,382 |
| Cash and cash equivalents, end of period (net of restricted cash) | (2) $ 33,021 | $ 44,467 |
| (1) Restricted cash of $707 and $1,647 as of December 31, 2011 and 2010, respectively. | ||
| (2) Restricted cash of $707 and $767 as of June 30, 2012 and 2011, respectively. | ||
| MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES | ||||
| RECONCILIATION OF NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ADJUSTED EBITDA | ||||
| (in thousands) | ||||
| (unaudited) | ||||
| Three Months Ended | Six Months Ended | |||
| June 30, | June 30, | |||
| 2012 | 2011 | 2012 | 2011 | |
| Net loss attributable to common shareholders | $ (5,882) | $ (3,272) | $ (7,724) | $ (6,427) |
| Acquisition related costs | 2,844 | 375 | 3,206 | 479 |
| Restructuring and other | -- | -- | -- | (36) |
| Stock-based compensation expense | 1,617 | 1,058 | 2,816 | 2,120 |
| Amortization of significant acquisition intangibles | 2,726 | 5,604 | 5,452 | 8,692 |
| Acquisition-related sales adjustments | 483 | 1,411 | 1,057 | 2,748 |
| Acquisition-related cost of sales adjustments | (74) | (216) | (203) | (288) |
| Adjusted net income | $ 1,714 | $ 4,960 | $ 4,604 | $ 7,288 |
| Depreciation and amortization | 1,900 | 1,966 | 3,860 | 4,027 |
| Net interest expense | 7,840 | 6,579 | 15,880 | 12,933 |
| Non-cash preferred stock dividend | -- | 1,587 | -- | 3,153 |
| Income tax expense | 2,121 | 2,026 | 1,726 | 2,871 |
| Adjusted EBITDA | $ 13,575 | $ 17,118 | $ 26,070 | $ 30,272 |
| Adjusted net income per share - diluted | $ 0.02 | $ 0.06 | $ 0.05 | $ 0.08 |
| Adjusted EBITDA per share - diluted | $ 0.14 | $ 0.20 | $ 0.28 | $ 0.35 |
| Fully diluted shares | 94,078,015 | 87,562,218 | 94,656,923 | 87,080,877 |
|
Pro Forma Three Months Ended June 30, |
Pro Forma Six Months Ended June 30, |
|||
| 2012 | 2011 | 2012 | 2011 | |
| Net loss attributable to common shareholders | $ (5,473) | $ (2,077) | $ (6,870) | $ (3,967) |
| Acquisition related costs | 2,844 | 375 | 3,206 | 479 |
| Restructuring and other | -- | -- | -- | (36) |
| Stock-based compensation expense | 1,617 | 1,058 | 2,816 | 2,120 |
| Amortization of significant acquisition intangibles | 2,726 | 5,604 | 5,452 | 8,692 |
| Adjusted net income | $ 1,714 | $ 4,960 | $ 4,604 | $ 7,288 |
| Depreciation and amortization | 1,900 | 1,966 | 3,860 | 4,027 |
| Net interest expense | 7,840 | 6,579 | 15,880 | 12,933 |
| Non-cash preferred stock dividend | -- | 1,587 | -- | 3,153 |
| Income tax expense | 2,121 | 2,026 | 1,726 | 2,871 |
| Adjusted EBITDA | $ 13,575 | $ 17,118 | $ 26,070 | $ 30,272 |
| Adjusted net income per share - diluted | $ 0.02 | $ 0.06 | $ 0.05 | $ 0.08 |
| Adjusted EBITDA per share - diluted | $ 0.14 | $ 0.20 | $ 0.28 | $ 0.35 |
| Fully diluted shares | 94,078,015 | 87,562,218 | 94,656,923 | 87,080,877 |
| MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES | ||||
| CASH FROM BUSINESS OPERATIONS | ||||
| (unaudited) | ||||
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||
| 2012 | 2011 | 2012 | 2011 | |
| (amounts in millions) | ||||
| Cash received from (paid for): | ||||
| Issuance of debt and equity | $ -- | $ 53.6 | $ -- | $ 53.6 |
| Debt and equity issuance costs | -- | (2.5) | -- | (2.5) |
| Redemption of preferred stock | -- | (40.8) | -- | (40.8) |
| Payment of preferred stock dividends | -- | (7.1) | -- | (7.1) |
| Interest paid | (14.8) | (10.9) | (14.8) | (10.9) |
| Acquisitions | (0.4) | (0.6) | (0.9) | (0.6) |
| Restructuring initiatives | (0.3) | (0.3) | (0.5) | (0.9) |
| Acquisition related costs | (0.3) | -- | (0.5) | (0.4) |
| Proceeds from stock option exercises | -- | -- | 0.7 | -- |
| Property and equipment purchases | (0.6) | (0.9) | (2.3) | (1.2) |
| Settlements with former officers | -- | -- | -- | (0.9) |
| Other non-operating cash flows | -- | 0.4 | -- | 0.4 |
| Business operations | 10.2 | 6.6 | 12.7 | 15.5 |
| Increase (decrease) in cash | $ (6.2) | $ (2.5) | $ (5.6) | $ 4.2 |