Merge Healthcare (MRGE)

The Turnaround at Merge Healthcare Continues: Updated Interview with CEO Justin Dearborn

Introduction

When we first wrote about Merge Healthcare (Nasdaq: MRGE), this software turnaround story had reported just one full quarter of results under the new management team and Board watch. Nevertheless, we were attracted to the potential of Merge’s imaging software business, and were impressed by the new crew’s quick restructuring efforts which paid off in a fast return to positive operating income and free cash flow after many quarters of losses.

Since our last report, Merge has continued to demonstrate solid financial results. Notably, in the final quarter of 2008, the company reported $15.1 million in revenue — a slight year-over-year decline, but nevertheless a sequential improvement over the prior quarter. Operating income jumped to $3.7 million, compared to $1.3 million in the prior quarter and a large loss a year earlier. Cash flow was also strong, as evidenced by the $3.4 million bump in Merge’s cash balance.

Importantly, in the company’s most recently reported quarter for Q1 of 2009, Merge continued to demonstrate substantial financial improvement. During the first quarter, revenues again increased sequentially, but also showed a 11.5% rise year-over-year, despite the economic downturn. As well, profitability remained solid, with operating income improving to $3.5 million, as compared to a significant $8.4 million loss last year. The company’s balance sheet also continued to strengthen, with cash now at about $20 million, up nearly $6 million in just a few quarters.

The new team at Merge has pulled off this impressive financial turnaround by removing a good chunk of costs from the business, including such actions as exiting the teleradiology business, to closing the company’s Atlanta office. In addition, the management team has done a great job in retaining the company’s credibility with customers during this difficult restructuring, as evidenced by the stable, and growing, top line figures.

Satisfied with the firm’s financial stability, we’re now more focused on Merge’s growth potential. Specifically, we’re interested in the impact on Merge’s business of the Obama administration’s Stimulus Package, which has earmarked about $31 billion for healthcare IT. There’s also the growing Chinese market, which has the possibility to eventually surpass the U.S. healthcare market in terms of technology uptake.

To get a better handle on these and other growth initiatives, we recently held a follow-up talk with Justin Dearborn, CEO of Merge Healthcare.

Envoy Global Interview

Envoy Global Research (EGR): Aside from the Obama stimulus plan generating “a tide that lifts all boats,” scenario in healthcare IT, is there any direct revenue opportunity here based on Merge’s product slate? What sort of technology does the Administration seek to support?

Justin Dearborn (JD): At its heart, the bill intends to incentivize healthcare providers to use IT to gain efficiency and cost savings for the overall healthcare system. Our hospital and imaging center customers have seen concrete savings and efficiencies from using our solutions, and we believe they will be able to participate in the stimulus plan. To that end, we are building a consortium of customers to discuss the mechanisms needed to ensure that imaging solutions are eligible for incentives.

One of the key buzz words you’ll hear in the industry today around the stimulus plan, is interoperability. That really speaks to our roots at Merge, as a leader in enabling medical devices to communicate with one another since the inception of digital imaging and the DICOM standard.

Our toolkits provide the basics needed for any software application to be able to move images using the correct “language.” We also have platforms like our Cedara C4™ technology that serve as middleware for interoperability of software applications. In addition, we have applications that help with things like web transfer of images — applications that any health IT vendor can integrate into their finished solution.

We like to say that we can “image enable” any solution, which is of great benefit to general health IT vendors of solutions like EMRs [electronic medical records] or HIS’s [health information systems]. As EMR providers such as Allscripts clearly stand to benefit directly from the Stimulus package, this is a great target market for our OEM solutions.

EGR: You recently announced a customer win for your new MergeCOM-3™ HL7 toolkit. How does that fit into the Stimulus opportunity?

JD: Again, this is about interoperability. The key thing to note about HL7 is that it goes well beyond imaging, which has been the market addressed by our DICOM toolkits in the past. Whereas DICOM is the language of the image itself, HL7 enables transmission of all the other information that comes along with that image. So this really opens up our access to the broader HIS market. We believe that as EMR’s proliferate there will be a growing need for solutions like our HL7 toolkit, and so we remain optimistic about MergeCOM-3™ HL7, and we have seen excellent reception to the product in the marketplace. We already signed our first customer for the technology, and the toolkit is planned for release this quarter.

EGR: Last time we spoke, you mentioned the negative impact of the Deficit Reduction Act (DRA) on your imaging center customers. These providers have been under intense scrutiny, as an identified source of cost inflation in U.S. medical care. Do you think the Stimulus package will relieve some of the regulatory pressure faced by these imaging providers?

JD: Probably not. I think the government will be on constant watch for ways to control healthcare costs. One tool — the “carrot” — is to incentivize providers to adopt cost savings processes, like IT. Another tool — the “stick” — is to limit reimbursement for other processes, and imaging will undergo ongoing scrutiny in this area. A third tool is to limit usage, and all payors are definitely focused on this, employing both Radiology Business Management companies and increased pre-authorization rules. Imaging is an expensive and high-volume area of healthcare delivery, so it will continue to be under the cost microscope.

The good news for us in this is that our customers realize cost savings with our solutions. So that potentially puts them within reach of the Stimulus’ carrot. I would also add that we have customers who have not only survived, but thrived, under the DRA. They run efficient growth businesses, and our solutions have been critical to their success. We are confident that we can continue to be a good partner to them despite the ongoing pressure.

EGR: Before we look to potential growth in international markets, can you talk to us about opportunities for your legacy radiology solutions (PACS/RIS) in North America?

JD: Although radiology PACS penetration in the US has been pegged at perhaps 90% for large imaging providers, well over half of small volume sites still do not have PACS. We believe there are thousands of clinical sites, in just the U.S., that still use film. Of course, full-blown PACS systems with all the bells and whistles can be prohibitively expensive. For smaller sites, though, our eFilm Archive serves as a “mini-PACS” of sorts. In addition, our hosted solution is another great option, due to the low up-front cost.

I should note that PACS has moved beyond radiology into cardiology, orthopedics, endoscopy, and other clinical areas. So that’s a positive for us.

Aside from imaging center size, there is a lot of variability in penetration by modality, as well. For example, 64-slice CT is virtually 100% digital because it is impossible to read these studies in film. On the other hand, mammography is only about 50% digital.

Then, in addition to those practitioners just now moving to digital, early adopters of PACS are also looking to upgrade or replace their current solutions. So we do think the Stimulus will contribute broadly to digital imaging adoption and upgrades.

However, the combination of general market trepidation, and the complexity and uncertainty surrounding the specific Stimulus implementation, is causing some potential buyers to adopt a wait-and-see attitude. While potential customers understand the need for new technology, many feel that the investment needs to follow as-of-yet-undefined criteria. Thus, some are delaying their purchase, which is actually working against the intent of the Stimulus Act.

EGR: There is a dearth of information in English about China’s recent announcement of a $120 billion-plus medical reform plan. Since you recently just returned from China, perhaps you can give us your take on the Chinese market in general, and the impact of China’s new medical reform plan?

JD: The Chinese medical reform plan is similar to what’s happening here in the U.S., in that they have earmarked significant capital to stimulate adoption of health IT, but have not provided much detail yet on how it will actually work. However, my impression of China is that health IT may very well follow telecommunications in somewhat leapfrogging the US technology.

On my last trip, I visited a relatively new hospital that was nearly paperless. They had installed a very robust HIS from the onset of operation. We also met with multiple local EMR and HIS providers in China that have very impressive customer references and solutions.

The healthcare market in China is moving fast. As with the current US market, it is an exciting time, but more data and process specifics need to be rolled out by the government. For example, over $700 million (4.8 billion RMB) has been earmarked for the infrastructure of rural healthcare, focused on bringing every village or township with at least one clinic, complete with basic medical equipment. However, it is not clear how these clinics will be financially sustainable. Also, the bill stresses that all levels of government place healthcare as a priority on their party agenda, but it is unclear if that will translate into quantifiable quality standards. While there’s clearly some uncertainty, we feel confident that the investment and attention to healthcare in China brings us market opportunity.

EGR: How does the less mature Chinese market affect things like pricing or your marketing strategy? Also, was there a negative effect stemming from the last team’s attempted divestiture, and if so, how are you addressing that?

JD: Pricing is certainly more competitive in China and other emerging markets. They will pay for a good solution, but they won’t pay as much for it as in developed markets. The potential size of the market goes a good ways toward offsetting the impact of that pricing model. Additionally, we are seeing a trend up on software prices. Granted, this is all relative, as up until recently there was no market for software in China because it was mostly pirated. However, we now see customers both paying for software in general and being willing to pay more for solid, proven and compliant solutions.

We go to market strictly with an indirect model in China, and therefore leverage the market position of these local EMR and HIS providers.

And yes, we do have to work on regaining credibility here, as the prior management’s pullout was rather abrupt. For those who haven’t followed these developments, we canceled the planned sale of this business soon after we arrived last June. As mentioned before, I’ve made several visits to China. Our Chairman has just been there for about a week. We are definitely working hard to demonstrate that we are strongly committed to our Chinese partners.

EGR: Can you update us on your acquisition strategy? What kinds of companies are you considering? Are you looking outside the core imaging business?

JD: Acquisitions are one component of our current business strategy. First of all, we have a team in place that is experienced in doing this successfully. Click Commerce completed 9 successful acquisitions in 3 years. In addition, the market is becoming marginally more conducive to M&A. We feel like we have a creative team and a good market, so we have been looking at many options.

Along those lines, we announced on our earnings call that we acquired the assets of eko Systems, a small Virginia-based healthcare information technology solution provider. Their product line, Frontiers, captures clinical and business data for anesthesia and perfusion pre-operatively, during procedures and during the post-operative care period. This gives us a strong entry into the surgery management system market, which is highly underpenetrated. We’ve begun the integration process already by moving the business unit under Nancy Koenig, president of our Fusion business and part of the Click Commerce team. We expect this acquisition to be accretive quickly if executed well.

Merge is in the enviable position of having its largest shareholder also be its Chairman. Therefore, all acquisition opportunities are intensely scrutinized by our Board to ensure that they are in the best interest of our shareholders. This should be reassuring to investors.

EGR: Justin, thanks again for your time and best of luck.

Envoy Global Conclusion

As mentioned, we are very comfortable with Merge’s financial situation today, taking note of both the growing cash position, the expense control, top-line stability, and the return to cash profitability. We’re also quite comfortable with the Chairman’s role as both the top equity holder and sole creditor.

The next stage for Merge, however, lies beyond the low-hanging fruit of expense reductions. Over a longer investment time frame, say in the next 12-18 months, the key focus for investors should be on the progress Merge makes with new growth initiatives. Whether that comes from Merge’s new HL7 toolkit and other Stimulus growth prospects, or expansion in China and other emerging markets, or a smart acquisition, we’re pretty indifferent. There appear to be many growth avenues available to Merge, and all remain exciting and significant in size relative to the company’s current market value. Management, in a very short time period, has already created significant shareholder value, and so we look forward to tracking their progress as they begin to reignite growth at the company.

Disclosure: Affiliates of Envoy Global Research, and its principals, own shares in MRGE. All ideas, opinions, and/or forecasts, expressed or implied herein, are for informational purposes only and should not be construed as a recommendation to invest, trade, and/or speculate in the markets. Any investments, trades, and/or speculations made in light of the ideas, opinions, and/or forecasts, expressed or implied herein, are committed at your own risk, financial or otherwise.

Merge Healthcare (MRGE): A Turnaround to Watch in the Medical Imaging Software Space

Introduction

An attractive area to look for potential turnaround investments is in the software space. Along with a plunging share price, what usually grabs our attention in a depressed software equity is a steady recurring revenue base, high gross margins, a strong balance sheet, and minimal capital spending needs. Couple that with a low valuation and a fresh management team with the skills to stabilize the core business, plus the vision to lead the firm into new growth opportunities, and you’ve got a potentially attractive investment situation.

Merge Healthcare (MRGE) is a pretty classic case of the above investment scenario. The firm’s ascent from late 2000 to late 2005 was dramatic, taking the share price from a touch above $0.50 to a $30 intraday peak (that equaled an approximately $1b market capitalization.). The fall, largely prompted by an accounting scandal, and new government reimbursement programs, was just as spectacular, taking the shares right back down to the sub-$1 level in 2008, equaling a market capitalization of $14m.

Despite its bruised financial reputation, however, Merge maintains a formidable foothold in medical imaging and information management software. Further, a new team has come on board, injecting both capital and relevant turnaround know-how. Most importantly, financial results have already shown a marked improvement, with the company reporting positive operating income in the latest quarter, the new management team’s first full quarter, after nearly two years of losses. Continued positive financial results, as well as potential renewed interest in healthcare-related technology companies, given President-Elect Obama’s support for electronic medical records and other efficiency-enhancing technologies in healthcare, make Merge an interesting turnaround to watch over the next 1 to 3 years.

To get a better sense of where the company’s been and where it’s headed, we sat down recently with Justin C. Dearborn, Merge Healthcare’s new CEO. Before we get to the interview, here are some background facts and financial figures to help put the investment case for Merge in its proper context.

Merge’s Business

Website: http://www.merge.com/

Merge began life as an integrator of non-digital medical imaging devices (x-rays, CT scanners, etc.). Through a series of acquisitions, the firm moved into medical imaging and information management software, selling both directly to hospitals, imaging centers and clinics via its Merge Fusion division, and indirectly through medical device original equipment manufacturers (OEMs) via its Cedara division (now known as Merge OEM).

The basic value that Merge provides is that it’s imaging solutions help to reduce the film, paper, labor costs and time involved in managing and distributing medical images and information, which helps increase profitability for imaging centers and ultimately helps improve patient care. In addition, the company’s OEM team develops custom-engineered software applications and development tools for the global medical imaging and information markets, thereby helping customers develop and launch innovative medical imaging technologies. Merge’s technology and expertise span all the major digital imaging modalities, including computed tomography (“CT”), magnetic resonance imaging (“MRI”), digital x-ray, mammography, ultrasound, echo-cardiology, angiography, nuclear medicine, positron emission tomography (“PET”) and fluoroscopy.

Though the total worldwide size of the market in which MRGE operates is difficult to estimate, Millennium Research Group, an international market research firm, has reported that in 2005, the U.S. market for Picture Archiving and Communication Systems (“PACS”), and Radiology Information Systems (“RIS”) was valued at over $1.5 billion. By 2010, this market in the US was expected to grow to over $3.0 billion. This gives definition to a small part of the entire global medical imaging and information market.

The Financial Facts Behind Merge (MRGE)

(All Data is publicly available data as of the third fiscal quarter via the 10-Q: 9/30/2008)

Diluted Shares Outstanding: 57million

Options Out of the Money: 3.6 million

Restricted Stock: 0.48 million

Cash: $14.4 million

Debt: $14.1 million ($15 million senior secured term note held by Merrick RIS, due June 4, 2010, bearing interest at 13%, first two interest payments prepaid. Total yearly cash interest expense of $2.0 million)

Significant Insider Ownership:
Michael Ferro Jr., Chairman (via Merrick RIS), 49.5%

Estimated 2008 Sales: $57 million

Estimated 2008 Blended Gross Margin: 69%

Estimated 2008 (Annual Cap-Ex): $1 million

Estimated Annual Depreciation and Amortization: $5 million

Recent Quarterly Results and Implications for Future Cash-Flow:

In the latest quarter ended 9/30/2008, Merge reported positive EBITDA of $2.8 million. Subtracting interest expense and cap-ex, gets us to an untaxed free cash-flow of $2 million for the quarter, and an annualized potential free cash-flow estimate for MRGE of at least $8 million. Notably this number still includes some additional one-time legal expenses and “growth” overhead that could be trimmed to further improve cash-flow.

Interview with Merge CEO Justin Dearborn

Envoy Global Research (EGR):

So what went wrong at Merge over the past few years?

Justin Dearborn (JD):

Not long after the company’s merger with Cedara Software in 2005, accounting problems began to surface. A delay in providing 2005 audited financial information in early 2006 snowballed into a series of financial restatements, delisting notices, and management shakeups that culminated with two shareholder lawsuits (both settled in 2008) and a formal SEC investigation. Litigation became a significant drain on both financial and other corporate resources. Our competitors certainly capitalized on these distractions, which led to missed sales opportunities.

A more recent business issue was prior management’s entry into the teleradiology service business. In the simplest terms, this means transmitting a diagnostic image from virtually anywhere in the world to be interpreted and returned. This potentially put Merge into direct competition with some of our customers. We viewed this as an untenable position. Additionally, we saw the space beginning to commoditize and become very price sensitive.

In addition to these self-inflicted woes, the Federal Deficit Reduction Act of 2005, which started to take effect January 1, 2007, has also hurt our business by reducing procedural reimbursements from Medicare and Medicaid for certain types of medical image-based procedures. This led to a reduction in revenue for our end-user customers, namely the imaging centers, which caused these centers to cut back on all investments. These cutbacks affected many of our OEM customers as well. As great believers in the ROI that our offerings provide, however, we view this scaling back as only a temporary setback. The imaging centers were and still are faced with increased competition, lower revenue and increased costs structures, and will be required to make the necessary technology investments to improve workflow. Additionally, as health care consumers become better educated they will demand quality services regardless of federal reimbursement levels.

EGR:

What has changed at MRGE in the past year to improve the outlook for the company?

JD:

A great deal has changed in a short period of time.

For one, there was the entry of Merrick Ventures (http://www.merrickventures.com/), as both an investor and a new managerial team, in June 2008. Michael Ferro formed Merrick after selling Click Commerce for nearly $300 million. He’s now Chairman of Merge and the company’s largest shareholder. I served in a number of roles during my nine-plus years at Click Commerce, including serving as General Counsel and Director of Strategic Alliances as well as leading the company’s largest business unit. Nancy Koenig, the current President of Merge Fusion, also contributed immensely to our success at Click Commerce and was the President of Click at the time of sale.

Once the Merrick team took control of Merge, we initiated major reorganizations within the company. Within the first week, we halted the sale of Merge’s European operation that had been scheduled to close in June. Our Europe, Middle East, and Africa business has been folded into the two remaining divisions, Merge Fusion and Merge OEM and has been performing very well. In addition, the failed Teleradiology Services has been shut down, though we retained certain technology that was developed via that initiative. We also shed our offshore custom engineering subsidiary. On the positive side, we’ve also reversed former management’s disposition of our Chinese operations, which we believe is key to our international expansion strategy.

These changes and others have enabled us to re-focus on our core business, and to better serve our customers. Equally important for shareholders, due to our decisive actions, we’ve quickly returned Merge to profitability for the first time in several years. Given the difficult macro environment, we are very proud of these early results.

EGR:

What are some of Merge’s financial strengths and business advantages?

JD:

Financially, we of course benefit from the high margins that software sales provide. Even our lower-margin services and maintenance segment generated 65% gross margins in the third quarter. Combined with very low capital spending needs, this business can generate strong cash profits, now that exceptional expenses such as legal and severance have dropped away.

In addition, Merge possesses a strong, core base of customers that provide recurring revenue on both the Fusion and the OEM side. We can also boast of strong global brand recognition, as demonstrated by both our eFilm Workstation product, the most-downloaded diagnostic imaging software in the world and our MergeCOM3 DICOM toolkit. We also have a strong IP portfolio, with 29 patents granted and another 37 applied for.

Finally, I would mention that our work with major OEMs keeps us firmly in touch with customer demands and assures that we will continue delivering useful, innovative products into the medical imaging market.

EGR:

What growth opportunities do you foresee for Merge?

JD:

I mentioned our moves to terminate the disposition of our foreign subsidiaries. International expansion is critical to our growth strategy. Although the US market for digital medical imagery is far from reaching a saturation point, the international markets are dramatically underpenetrated. Places like China offer the most room for growth, so that is a major focus for us, which is why we reacquired our operations in China.

Furthermore, even though we acknowledge that this is a very competitive industry, our software is already out there, being used in over 70 countries. Specifically, we have a very extensive database of all the folks out there who have downloaded the eFilm Workstation. That’s an extremely valuable tool for acquiring sales leads and ultimately new enterprise customers.

Finally, in my former experience with Click Commerce, I was part of the team that built Click through the integration of a series of successful accretive acquisitions, and you
can expect to see us utilize a similar strategy at Merge.

EGR: What makes you confident in current management’s ability to execute on a profitable organic and acquisition strategy for Merge and to enhance shareholder value?

JD:

We can first point to our track record with Click Commerce. While that story ended well, there was a definite rough patch when the dot-com bubble burst and the tragedy of 9/11 occurred. Our business was cut in half overnight with our stock price following.
We cut our expenses significantly, and were able to ride out the storm. We also made some very accretive acquisitions during that period. Ultimately, the stock returned something like 2500% in a little over a three year period of time up through our sale. So, we provided very attractive results for the shareholders who hung in there.

Second, as I’ve mentioned, we have already delivered initial profits at Merge, proving that the business is viable. As we maintain profitability and grow both organically and through smart, opportunistic acquisitions, the intrinsic value of this business will become clearer to investors, and we believe the stock price will follow.

EGR:

What major challenges does Merge face?

JD:

Obviously, the macro environment is unpredictable right now and it of course weighs on our customers’ purchasing decisions, as it does for all other businesses.

We’ve also worked hard to rebuild Merge’s reputation, which suffered as a result of all the negative, litigation related press, not to mention viability questions.

However, Merrick’s capital infusion along with our Q3 results should have resolved any viability concerns. Now the new management team, free of past distractions, has a great opportunity to leverage Merge’s core strengths, continue to regain our customers’ confidence, and win new customers.

EGR:

What major factors should investors focus on when evaluating Merge’s performance over the coming few years?

JD:

Look for continued financial stability and profits. A steady, dependable top-line is a critical platform for future growth.

In terms of business developments, keep an eye out for new product announcements, such as our new Merge Mobile iPhone application, and partnerships, such as our recently announced initiatives with IBM (NYSE: IBM), SIIA and Robarts Institute.

Finally, while acquisitions are hard for investors to evaluate until they’ve been properly integrated, expect us to be thrifty and opportunistic in this area. As significant equity
owners, the Board and management team has every interest in pursuing only accretive M&A.

EGR:

Justin, thank you for your time and best of luck.

Envoy Conclusion:

While Merge still has some work to do in terms of regaining both customers’ and investors’ trust, we see plenty of reasons to be optimistic here.

The firm’s revenue base has proven to be very resilient even in the face of some stiff headwinds. Furthermore, the rapid return to profitability under this new management team, which is well-incentivized to turn this business around, is very encouraging and displays the free cash-flow potential of the business.

Financial risk also appears minimal, since the balance sheet is stable, and cash-flow easily covers any interest expense. Furthermore, Merrick is the firm’s creditor as well as its primary shareholder. Incidentally, Merrick continues to be a large buyer of MRGE stock on any correction. In short, the business downside — which is always our primary focus when dealing with turnaround situations — appears limited from here. Meanwhile, we see plenty of room for this management team to engineer significant growth at the company, as they did with Click Commerce, a software firm that saw its own share of struggles. Continued positive financial results could lead to a significantly higher share price over the next 1 to 3 years.

Disclosure: Affiliates of Envoy Global Research, and its principals, own shares in MRGE. All ideas, opinions, and/or forecasts, expressed or implied herein, are for informational purposes only and should not be construed as a recommendation to invest, trade, and/or speculate in the markets. Any investments, trades, and/or speculations made in light of the ideas, opinions, and/or forecasts, expressed or implied herein, are committed at your own risk, financial or otherwise.