Form 8-K MERGE HEALTHCARE INC For: Oct 29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549-1004

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):� October 29, 2014 (October 29, 2014)

Merge Healthcare Incorporated

(Exact name of registrant as specified in its charter)

(312) 565-6868

(Registrants telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02

Results of Operations and Financial Condition.

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On October 29, 2014, Merge Healthcare Incorporated (the Company) issued a News Release containing information about its financial condition and results of operations for the quarter ended September 30, 2014.

A copy of the Companys News Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

Exhibit 99.1

News Release of the Company dated October 29, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

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News Release

MERGE REPORTS THIRD QUARTER FINANCIAL RESULTS

Company delivers GAAP net income and doubles prior year adjusted EBITDA

Also reports sequential growth in quarterly revenue and adjusted EBITDA

Chicago, IL (October 29, 2014)  Merge Healthcare Incorporated (NASDAQ: MRGE), a leading provider of innovative enterprise imaging, interoperability and clinical systems that seek to advance healthcare, today announced its financial and business results for the third quarter of 2014.

Merge had a strong third quarter of 2014, with positive financial results across the board. Revenue and adjusted EBITDA continued to grow from a combination of new customer wins in our healthcare and clinical trials segments and continued operational improvements. said Justin Dearborn, CEO of Merge Healthcare. We are confident in our strategic direction and our solutions, which are uniquely positioned, to meet current industry trends. We look forward to continuing this momentum into RSNA and our historically strong fourth quarter.

Financial Summary:

�

Adjusted EBITDA increased in the third quarter of 2014 to $13.9 million, representing 26% of pro forma revenue, compared to adjusted EBITDA of $7.2 million and 13% of pro forma revenue in the third quarter of 2013;

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Adjusted net income grew to $5.3 million (or $0.05 per share) in the quarter compared to $1.7 million (or $0.02 per share) in the third quarter of last year;

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GAAP net income in the third quarter of 2014 was $1.7 million, or $0.02 per share, compared to a loss in the third quarter of 2013 of $4.1 million, or a loss of $0.04 per share;

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Sales were $54.0 million ($54.2 million on a pro forma basis) in the quarter compared to $57.2 million ($57.7 million on a pro forma basis) in the third quarter of last year;

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Non GAAP cash generated from business operations was $17.4 million in the third quarter of 2014 compared to $15.1 million in the prior year, which compares to GAAP net cash provided by operating activities in the quarter on the statement of cash flows of $15.5 million and $10.5 million, respectively; and

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Our cash balance grew by $10.7 million, or 45%, in the quarter to $34.5 million as of September 30, 2014.

Business Highlights:

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Won the largest iConnect contract of the year with a multi-site hospital system for iConnect� Enterprise Archive and iConnect� Access.

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�

Continued to gain market share in the cardiology software category with #1 KLAS rated Cardiology solutions, achieving 15% year-over-year sales growth for Merge Hemo".

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Delivered significant new customer contracts for the following products: 14 for iConnect Access, 6 for iConnect Network, and 3 for iConnect� Cloud Archive.

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Grew Merge eClinicalOS" live study count to greater than 350.

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Increased the number of distinct users, which have connected to a study in eClinicalOS from 6,380 to 7,936 representing a 24% increase over the second quarter of 2014 and 255% growth over the third quarter of 2013.

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):

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):

*See table at the back of this earnings release for reconciliation.

A reconciliation of GAAP net income (loss) to adjusted net income and adjusted EBITDA is included after the financial information below. See Explanation of Non-GAAP Financial Measures for definitions of each of these non-GAAP measures and the reason the Companys management believes that the adjustments made to arrive at the non-GAAP financial measures provide useful information to investors regarding the Company.

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Three Months Ended September 30, 2014

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Healthcare

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DNA

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Corporate/ Other

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Total

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Net sales:

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�

�

�

�

�

�

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Software and other

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$

12.2

�

�

$

6.4

�

�

�

�

$

18.6

�

Service

�

�

6.6

�

�

�

2.6

�

�

�

�

�

9.2

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Maintenance

�

�

26.0

�

�

�

0.4

�

�

�

�

�

26.4

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Total net sales

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�

44.8

�

�

�

9.4

�

�

�

�

�

54.2

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Gross Margin

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�

25.7

�

�

�

5.2

�

�

�

�

�

30.9

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Gross Margin %

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�

57.4

%

�

�

55.3

%

�

�

�

�

57.0

%

Expenses

�

�

16.9

�

�

�

4.6

�

�

�

�

�

21.5

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Segment income

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$

8.8

�

�

$

0.6

�

�

�

�

$

9.4

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Operating Margin %

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�

20

%

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�

6

%

�

�

�

�

17

%

Net corporate/other expenses (1)

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�

�

�

�

�

�

�

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$

6.6

�

�

�

6.6

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Income before income taxes

�

�

�

�

�

�

�

�

�

�

�

�

�

�

2.8

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Adj. EBITDA reconciling adjustments

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�

3.6

�

�

�

2.6

�

�

�

4.9

�

�

�

11.1

�

Adjusted EBITDA

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$

12.4

�

�

$

3.2

�

�

$

(1.7

)

�

$

13.9

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Adjusted EBITDA %

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�

27.7

%

�

�

34.0

%

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�

�

�

�

�

25.6

%

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(1)	Net corporate/other expenses include public company costs, corporate administration costs, acquisition-related expenses and net interest expense.

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Net Sales in the Three Months Ended September 30, 2014

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Backlog as of September 30, 2014

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Healthcare

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DNA

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�

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Healthcare

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DNA

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Revenue Source

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$

�

�

%

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�

$

�

�

%

�

�

Total

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�

$

�

�

%

�

�

$

�

�

%

�

�

Total

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Maintenance & EDI (1)

�

$

26.0

�

�

�

58.0

%

�

$

0.4

�

�

�

4.3

%

�

�

48.7

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Subscription

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�

1.7

�

�

�

3.8

%

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�

6.7

�

�

�

71.2

%

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�

15.5

%

�

$

11.8

�

�

�

33.0

%

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$

40.2

�

�

�

100.0

%

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�

68.4

%

Non-recurring

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�

17.1

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38.2

%

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2.3

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24.5

%

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�

35.8

%

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�

24.0

�

�

�

67.0

%

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�

-

�

�

�

0.0

%

�

�

31.6

%

Total

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$

44.8

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�

�

100.0

%

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$

9.4

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�

�

100.0

%

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�

100.0

%

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$

35.8

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�

�

100.0

%

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$

40.2

�

�

�

100.0

%

�

�

100.0

%

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�

�

82.7

%

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�

�

�

�

�

17.3

%

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�

�

�

�

�

�

�

�

�

47.1

%

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�

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�

�

52.9

%

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(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.

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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 this GAAP information. Non-GAAP measures are not an alternative to GAAP and may be different from and directly comparable with 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 Merges 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 for 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 herein 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.

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Subscription revenue and the related backlog are 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 arrangements will include monthly payments (including leases), long-term clinical trials, renewable annual software agreements (with very high renew rate), to specify a few contract methods. Backlog is subject to change based on a number of factors, including but not limited to, revenue recognized in the period compared to bookings, customer cancellations and a change in contracting model whereby customers sign pay-for-use contracts with no minimums as opposed to guaranteed minimums over the life of the contract, to name a few reasons. Further, we have recently introduced a no minimum, pay-per-transaction structure for certain products with subscription revenue accounting. As such, we expect subscription revenue backlog to decrease over time.

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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). Backlog is subject to change based on a number of factors, including but not limited to, revenue recognized in the period compared to bookings and customer cancellations, to name a few reasons.

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Adjusted net income consists of GAAP net income available to common stockholders, adjusted to exclude (a) acquisition-related costs, (b) debt extinguishment costs, (c) restructuring and other costs, (d) share-based compensation expense, (e) acquisition-related amortization (f) acquisition-related sales adjustments and (g) acquisition-related cost of 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 and (c) income tax expense (benefit).

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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 debt issuance and retirement activities, acquisitions, payments of acquisition related fees, interest payments and other payments and receipts of cash not generated by the business operations. Capitalized software development costs are included in cash from business operations. Cash generated from business operations and used to pay restructuring initiatives, acquisition related costs and interest approximates net cash provided by operating activities in the condensed consolidated statement of cash flows.

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, certain adjustments are described in more detail below:

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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 adjusted 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.

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Share-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.

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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.

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About Merge

Cautionary Notice Regarding Forward-Looking Statements

The matters discussed in this press 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. The potential risks and uncertainties include those risks and uncertainties included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2013, which is on file with the SEC and are available on our investor relations website at merge.com and on the SEC website at www.sec.gov. Except as expressly required by the federal securities laws, Merge undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements.

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share data)

(unaudited)

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

(1)	Restricted cash of $392 and $813 as of December 31, 2013 and 2012, respectively.

(2)	Restricted cash of $209 and $753 as of September 30, 2014 and 2013, respectively.

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS TO ADJUSTED EBITDA

(in thousands, except for share and per share data)

(unaudited)

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES

RECONCILIATION OF INCREASE (DECREASE) IN CASH TO CASH FROM BUSINESS OPERATIONS

(in millions)

(unaudited)

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