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2002 ANNUAL REPORT
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O N B E H A L F O F T H E P A T I E N T [MERGE EFILM LOGO]
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PRESIDENT'S LETTER TO OUR SHAREHOLDERS:
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I am pleased to report that 2002 has been a year of growth, rapid product
innovation, marketplace acceptance and excellent financial and operational
results. Our successful performance this past year was due to our continued
concentration on financial discipline, operational execution and strategic
initiative implementation. These business principles form the foundation of
the Company and represent the core competencies we will leverage going
forward.
A key strategic initiative in 2002 that profoundly altered our business model
and our market position was the successful acquisition and integration of
eFilm Medical Inc. This acquisition and subsequent corporate name change to
Merge eFilm sent a strong signal to the marketplace: we were transitioning
from a technology and component focused company to an organization with a
broad knowledge of healthcare operations, an understanding of radiology
workflow and a provider of image and information software solutions.
The integration plan effectively aligned our product innovation teams,
expanded our distribution channels and broadened our professional service
resources. These enhanced capabilities were also aligned with the diagnostic
image and information management needs of our target market - the small to
medium sized hospital and imaging center. Maximizing the synergy of the two
organizations, we reached financial accretion with this acquisition one
quarter post-acquisition and we established Merge eFilm as a global provider
of PACS (Picture Archiving Communications Systems) and certain RIS (Radiology
Information System) functionality. Complementing our new product offering is
a wealth of integration and workflow development and deployment skills among
our 130 employees. We have a core belief that improving patient care is the
primary value proposition most important when delivering software solutions
and services to the healthcare industry. The combination of these business
attributes, skill sets and market positioning differentiates us from the
competition and helps to secure our future within this highly competitive
market.
Our financial results in 2002 met or exceeded the guidance we gave to
the market. We are very proud of our financial progress over the last two
years. Specific to 2002, revenues were $20,786,000, compared to $15,741,000
in 2001, an increase of 32% year over year. Net income was $3,629,000,
compared to $1,271,000 in 2001, an increase of 186% year over year. Diluted
EPS increased to $0.33 compared to $0.15 in 2001, an increase of 120% year
over year. Operating margins increased in 2002 to 18%, compared to 8% in
2001, further highlighting our strong margin leverage associated with the
steady shift in product mix toward software solutions and professional
services. At year end 2002, we retained a cash balance of $4,411,000, and had
no outstanding draws on our $5 million bank line of credit, which was
increased from $3 million in December 2002 with improved terms and broader
usage provisions.
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REVENUES
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2000 $12,613,000
2001 $15,741,000
2002 $20,786,000
OPERATING MARGIN
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2000 -44%
2001 8%
2002 18%
During 2002 we focused on five primary strategies to enable us to
reach our 2002 goals for growth and profitability:
* Expand software-based product offerings
* Expand distribution capabilities
* Establish market position and brand equity
* Implement service model enhancements
* Strengthen financial position for strategic growth
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EXPAND SOFTWARE-BASED PRODUCT OFFERINGS
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Our product development strategies are designed to align specifically with the
needs of our target market and the healthcare trends that continue to
demonstrate a need for digitizing patient care information. The cornerstone
of our 2002 product innovation plan was the successful launch of the FUSION
software suite - a PACS, teleradiology and web distribution system. FUSION is
a modular and affordable software solution that allows our customers to choose
the functionality and capacity specific to their needs, with an upgrade path
that leads to complete digital workflow. In the past year, over 35 hospitals
and imaging centers have selected FUSION, with most of these new customers
making their decision in the second half of the year.
Complementing the market's receptivity to FUSION is the continued
growth of worldwide sales of our diagnostic image-viewing product - eFilm
Workstation. This software application is used to view and manipulate digital
medical images, and is now used by more than 25,000 clinicians worldwide.
With eFilm Workstation, we lead the market in diagnostic imaging desktop
software and are very pleased with how this market presence is being leveraged
into additional FUSION software solution sales. Building on our product
innovation momentum in 2002, we plan to expand our FUSION product offering to
include functionality typically found in Radiology Information Systems (RIS).
We anticipate making steady progress towards offering an integrated RIS/PACS
solution to our target market that is increasingly seeking this combined
functionality.
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EXPAND DISTRIBUTION CAPABILITIES
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Expanding our distribution capabilities continued to be a key initiative to
drive revenue growth and market presence. We use multiple channels to present
our solutions to various aspects of our market, with direct sales focused
specifically on the United States, and OEM/VAR Partner sales addressing the
global market with particular emphasis in Europe and Asia.
We added seven Value-Added Resellers (VARs) in 2002, and the level of
interest from VAR Partners continues to grow. The flexibility of our FUSION
software solution allows our VAR Partners to sell the modules that complement
their product portfolio. VAR Partners will continue to be our primary
distribution strategy outside of the United States, with our success in the
UK, specifically Scotland, as a template for expanding this model throughout
Europe.
We successfully doubled the size of our direct sales staff, providing
broader coverage in the United States. This expansion was synchronized with
the acquisition of eFilm, our name change, the launch of FUSION, and an
aggressive marketing campaign to present our solutions to our target market.
Supporting our larger sales staff is a pre-sales professional services group
whose purpose is to design FUSION-based solutions tailored to the unique
workflow needs of a customer, and assist our sales staff with the many steps
associated with the healthcare sales cycle. The net result is that the depth
of our field sales experience grew significantly in 2002.
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Earnings Per Share
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2000 $(1.01)
2001 $ 0.15
2002 $ 0.33
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ESTABLISH MARKET POSITION AND BRAND EQUITY
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We effectively established the Company as an emerging PACS and information
solutions provider with two simple words: Merge eFilm. With our
newly-announced identity and FUSION product offering, we experienced our most
successful trade show in our company's history at the world's largest
radiology conference - the Radiological Society of North America (RSNA),
doubling the numbers of sales inquiries from the prior year. Our proactive,
cost-effective electronic marketing campaigns have yielded three times the
number of website visitors than we had in 2001, to over 20,000 website
visitors per month. Additionally, we continue to leverage our database of
thousands of historical Merge customers and over 25,000 clinical users of
eFilm Workstation. A core asset of our Company is our historical customer
base, which represents not only the breadth and depth of name recognition
for the Company, but an ideal target market for add-on sales. FUSION is
the natural next step for these customers and we are seeing a steady
increase in new direct sales from our historical install base.
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IMPLEMENT SERVICE MODEL ENHANCEMENTS
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Healthcare technology decisions are based on many attributes, with service and
a vendor's ability to ensure the continued operation of a customer's business
emerging as key selection criteria. To that end, we successfully enhanced our
service and solution deployment capacity by adding post-sales project
management, clinical workflow design and end-user training services. We
augmented our technical service abilities with change management skills that
have supported a more effective deployment of our solution, greatly enhancing
customer satisfaction. To complement these new skill sets, we developed
technologies and processes that enable us to monitor our FUSION customer
sites proactively, oftentimes identifying and resolving issues before there is
an impact on our customers' operations. This 24/7, global monitoring software
allows us to assure our customers we are looking after the operation of their
business and it helps to optimize the effective use of our service engineers
by providing service to our customers remotely.
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FINANCIAL HIGHLIGHTS
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* 32% increase in revenue
* 186% increase in net income
* 120% increase in earnings per share
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STRENGTHEN FINANCIAL POSITION FOR STRATEGIC GROWTH
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Consolidation in the healthcare information technology market continues to
provide us with opportunities for strategic partnerships that can accelerate
our growth, expand our product offering and enhance our distribution
capabilities. In anticipation of new opportunities for strategic growth in
2003, we expanded our line of credit to $5 million with broader usage
provisions. Our increasing cash position combined with the working capital
facility provides approximately $10 million to the Company to capitalize on
strategic opportunities in 2003.
2003 represents a year of expanding opportunities for growth and
increasing challenges. Healthcare continues to steadily invest in the types
of solutions and services we offer, and our target market in particular is
finding the FUSION platform ideal for their size and financial capacity. We
are committed to continue the business principles that led to our financial
success in 2002, while simultaneously increasing our investment in areas that
support our plans for growth. The challenges from competitors, economic
conditions and international events are real; however, we are confident our
focus and approach will result in maintaining our successful track record in
the years to come.
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SUMMARY
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Merge eFilm reached record performance levels of innovation, market stature
and financial success in 2002, and I extend my appreciation to the dedicated
people who have contributed to our success: the worldwide staff of Merge
eFilm, our Board of Directors and our Business Partners. I am honored by
their willingness and ability to meet new challenges, the tenacity of their
endeavors, the guidance and feedback that inspires new strategies and
approaches, the strong work ethic engendered in their activities, and most
impressively, their extraordinary passion. I have endless appreciation for
our customers and the fact that all these individuals are dedicated and driven
by a singular focus for the ultimate beneficiary of their work - the
patients - to whom we have dedicated this year's Annual Report.
Finally, I thank you, our shareholders, for your continuing belief
and trust in our future. We recognize that your trust is earned and dedicate
our efforts in 2003 to assure it is maintained.
/s/ Richard A. Linden
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Richard A. Linden, President and CEO
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For more than fifteen years,
our core vision has been to
provide accurate information
and medical images to the
people who need them most
- at the very moment they
need them - quickly,
accurately, consistently
and securely.
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M E R G E E F I L M S O L U T I O N S
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The concept of Merge eFilm solutions is simple: technology that supports
complete medical image and information workflow from every point in patient
care, for every stakeholder involved.
* Technologies that allow all radiology imaging devices to acquire and
store images digitally, regardless of their age or manufacturer,
extending the use and ROI of the devices.
* An integrated repository of healthcare information and a suite of
software application modules, called FUSION, that acquire, store,
view, and distribute medical images such as MRI's, CT's and x-rays,
along with other pertinent patient information. FUSION makes the
images and information securely available to whomever, wherever and
whenever they are needed.
* A team of skilled service providers who assist our customers in
designing effective and efficient workflow solutions, and provide the
integration and training expertise to assure human and technical
integration.
Our technologies are utilized in hospitals, clinics and imaging centers
throughout the world.
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CUSTOMERS' VALIDATION OF MERGE EFILM SOLUTIONS
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It is a stunning moment when you realize that your good health may be in
question. It brings a future into focus that beforehand may have been taken
for granted. It is an entry into a world where information may determine
fate. It redefines the meaning of time. It engenders a new appreciation for
technology that provides answers, shortens the length of anxious moments and
empowers healing. That, simply, is the genesis of Merge eFilm solutions.
For more than fifteen years, our core vision has been to provide
accurate information and medical images to the people who need them most -
at the very moment they need them - quickly, accurately, consistently and
securely. This is not a simple task in the very complex world of healthcare,
where there are many participants, multiple processes and mixed technologies.
We continue to develop solutions because there is an undeniable and singular
motivation for our work: the patient, to whom we dedicate this Annual Report.
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Picture:
For the best understanding of
the value and validity of our
solutions, follow our patient,
Derek Riley, through the process
of discovery, diagnosis and
treatment. Learn how the
partnership of people and
technology is involved in the
care of the patient. And
understand the difference that
our solutions make in millions
of peoples' lives. ------------->
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MERGE EFILM VALUE FOR THE PATIENT
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* Decreased waiting time for diagnostic results
* Accuracy of diagnostic imaging results
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THE PATIENT'S VIEWPOINT
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It didn't happen overnight. At first the pain in Derek Riley's knee was
occasional, and he noticed it mostly at times when he was hurrying. But over
the past few months, even when resting, his thirty-eight year old knee would
remind him that something was not right. He preferred to ignore it, and he
did, until two things happened: he realized that he couldn't participate in
the Father/Son soccer game, and his old college roommate called him to tell
him he had just been diagnosed with bone cancer, with the primary tumor site
in the knee. He immediately made an appointment with Dr. Lewis, an orthopedic
specialist.
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B U I L D I N G C O N F I D E N C E & T R U S T
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After examination, Dr. Lewis did not seem to be alarmed, which was
comforting to Derek. Dr. Lewis recommended an MRI as the first step in
gathering information that would lead to an accurate diagnosis. It was
scheduled for the next day.
Derek registered at the outpatient desk at the hospital, and was
surprised when the receptionist verified his demographic and insurance
information: he hadn't been at the hospital since the day after his
infamous "home plate maneuver" four years ago. That was also the only time
in his life he could remember having had an x-ray.
Eileen Martin, the technologist, called his name, and he followed her
to the MRI room. Her kindness eased his mild anxiety, but it was
confident manner that was most assuring. The FUSION software, integrated
with the Hospital Information System, ensured Eileen that she had the right
patient information, and that the appropriate diagnostic test was being
conducted. Entering duplicate data was no longer necessary. She could also
see the notes in FUSION that were provided by Dr. Lewis as well as the
specific details of how the radiologist wanted her to perform the study.
Those were quality assurance measures that she found reassuring. The MRI
was a painless, effortless process on Derek's part, and he finished sooner
than he had anticipated. The more difficult time was about to begin...
waiting to hear about his diagnosis.
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THE TECHNOLOGIST'S VIEWPOINT
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After fifteen years as a radiology technologist, Eileen understood the
importance of preparation, and that even though she had done thousands of
MRI's in her career, each one was a new experience for the patient. She
checked the automated worklist in FUSION, seeing that Derek Riley, her first
patient of the day, was scheduled for a 9:00 MRI. She reviewed his historical
radiology reports in FUSION, and noted that he had no previous MRI on record,
but did have a knee x-ray several years before, which she quickly viewed. She
briefly thought of the days when someone would have been assigned to go to an
x-ray file room and retrieve the hard-copy film of that x-ray from the
thousands of films that were stored there, and was pleased that the FUSION
technology eliminated that time-consuming process. She proceeded to the
waiting area to escort Derek back to the MRI suite.
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A C C E S S I B L E D A T A F OR A T I M E L Y,
A C C U R A T E D I A G N O S I S
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Knowing that Derek had not had an MRI before, Eileen explained the
procedure and asked him all the relevant screening questions to assure he
would not be at risk during the procedure. She then asked him about his knee
injury. He explained that he was unable to fully extend his knee, and she
was cautious of that fact when she placed him in the MRI unit. After
confirming key pieces of Derek's patient information, Eileen made a note of
the knee position and entered additional clinical information in FUSION based
on her discussion with Derek, knowing that it may be important information for
the radiologist to accurately interpret the MRI images. After the study was
completed, she immediately reviewed the digital images in FUSION. She saw
that the MRI had been successfully acquired, and documented its completion in
FUSION. She knew that the images and information would be securely stored in
the FUSION archive, where it would be immediately accessible by the
radiologist who would interpret the MRI. She confidently assured Derek that
the radiologist would review and interpret his findings that very same day.
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MERGE EFILM
vALUE FOR THE
TECHNOLOGIST
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* Enhanced quality of patient
care
* Faster access to relevant
patient images and information
* More time to spend with the
patient
* Quality assurance checks that
support accurate images and
information
* Accuracy of diagnostic imaging
results
MERGE EFILM VALUE
FOR THE RADIOLOGY
MANAGER
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* Enhanced quality of patient
care
* Cost savings from unsurpassed
workflow efficiencies
* Redeployable resources from
the former paper and film
based operations
* Cost savings from the elimination
of expensive film printing,
distribution and storage
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MERGE EFILM VALUE FOR
THE RADIOLOGIST
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* Enhanced quality of patient care
* Increased productivity that
grows revenue generation
* Growth of the referral base from
satisfied referring physicians
* Optimized revenues based upon
accurate billing information
* Convenience of viewing images
and reports from any location
* Unsurpassed workflow
efficiencies
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THE RADIOLOGIST'S VIEWPOINT
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Dr. Sansone enjoyed his work as a radiologist specializing in musculoskeletal
MRI's. He knew that his ability to see subtle abnormalities in the MRI of a
joint could make a significant difference in the surgical outcome of a
patient.
In the afternoon, ready to interpret the MRI's that had been acquired
so far that day, Dr. Sansone logged into FUSION's Radiologist Workspace
module. Based upon his login credentials, the software delivered a list of
the musculoskeletal MRI studies to be interpreted. Just as he was about to
open Derek's digital file, he noticed a STAT priority case in his worklist...
a motor vehicle accident patient whose leg had been shattered. He interpreted
the case immediately, knowing that Dr. Anderson, the orthopedic surgeon
consulting in the emergency room, would need immediate information before the
patient could be taken to surgery. Using FUSION, he viewed the patient's
prior digital reports and images, then viewed the patient's new MRI images.
He immediately called the ER to report his findings. While Dr. Sansone spoke,
Dr. Anderson used FUSION to view the MRI images in the Emergency Room. The
patient was scheduled for immediate surgery. In the operating room, Dr.
Anderson accessed FUSION to see his patient's MRI both before and during the
surgery to assure a successful outcome. He found the convenience of securely
accessing images and reports from any desktop computer throughout the
hospital campus to be a significant clinical advantage. He appreciated the
difference in patient experience and clinical outcome that FUSION supported.
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Q U A L I T Y R E S U L T S I N R E C O R D T I M E
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Having dealt with the STAT case from the ER, Dr. Sansone focused his
attention on the next MRI in his FUSION worklist. He clicked on Derek Riley's
patient file, read Dr. Lewis' and the technologist's comments, and opened the
report from the x-ray that Derek had taken three years ago, which indicated
no apparent injury. He opened the MRI that had been taken that morning, and
studied the images. Using the magnification tool, he honed in on the injured
area, then used the digital measurement tools to determine the exact size of
the tear in Derek's cartilage. He dictated his findings, which were
transcribed immediately using speech recognition technology, and then
digitally attached the report to Derek's electronic file. He closed the
file, knowing that Derek's physician, Dr. Lewis, would have immediate access
to the images and the report from his office computer. It was no longer
necessary to print multiple copies of expensive films, or incur the cost and
time of distributing them.
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THE REFERRING PHYSICIAN'S VIEWPOINT
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With a busy and clinically challenging practice, it was important to Dr. Lewis
to spend appropriate time with his patients. He knew the only way that could
be accomplished was to have a tightly efficient practice, and that FUSION
helped him realize that goal. He no longer had to wait until the courier
arrived with films and reports to prepare for his patients...he could access
them immediately after they were interpreted. He also had the freedom to
practice at any of the three clinic locations that had the greatest patient
need, knowing that the images and reports would be accessible at all three
sites. He smiled to himself as he recalled his initial resistance to letting
go of hard-copy film and trusting a digital system. It didn't take long
before he realized its value.
On the day after Derek's MRI was taken, Dr. Lewis was preparing for
the patients that were scheduled for his office clinic. He logged into
FUSION, and his login credentials selectively gave him secure access to his
patients. He searched for Derek's file, opened it, reviewed Dr. Sansone's
report and viewed the accompanying images. Though surgery would be required,
Derek's diagnosis was not life-threatening. He knew that Derek had a positive
prognosis, and looked forward to discussing treatment options with him.
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MERGE EFILM VALUE
FOR THE REFERRING
PHYSICIAN
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* Improved clinical decision-
making for enhanced quality
of patient care
* Increased revenues from a more
efficient clinical practice
* Simple, more rapid management
of his patients' diagnostic
imaging information than ever
available before
MERGE EFILM VALUE FOR THE HEALTHCARE CEO
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* Decreased operational costs
* Redeployable IT and Radiology
resources
* Increased Radiology revenues
from satisfied referring
physicians
* Affordable solution with a
positive ROI
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WORKING FOR THE
PATIENT, WORKING
FOR YOU
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E N S U R I N G P A T I E N T P E A C E O F M I N D
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THE PATIENT'S VIEWPOINT: PART II
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Derek could not forget the phone call from his college roommate, and
occasionally felt his underlying fear of the unknown. He was glad that the
results of his MRI were returned so quickly.
When Dr. Lewis came into the exam room, he sat down next to the
flat-panel monitor and invited Derek to view the images in FUSION with him.
On the monitor were the MRI images of Derek's knee, and Dr. Lewis used them to
carefully explain the diagnosis. Derek felt a sense of relief that his
condition was annoying, but not life-threatening. He appreciated being able
to view the images while Dr. Lewis explained, which gave him 100% confidence
in the results. It made him feel that he had been a participant in his care,
rather than a bystander. He and Dr. Lewis comfortably discussed treatment
options.
When Derek left the hospital, he was relieved and grateful. Because
of the advances in arthroscopic surgery, his recovery would be swift. With
the Father/Son soccer game only six weeks away, Derek was grateful for the
speed of his diagnostic process and the quality of his care. And he was most
grateful that he would be playing in that game, as well as the many games
that would follow in the future.
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BOARD OF DIRECTORS
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RICHARD A. LINDEN (4) President and Chief Executive Officer - Merge
Technologies Incorporated dba Merge eFilm
WILLIAM C. MORTIMORE (3)(4) Chairman and Chief Strategist - Merge
Technologies Incorporated dba Merge eFilm
ROBERT A. BARISH, M.D. (3) Associate Dean for Clinical Affairs and Professor,
Department of Surgery and Medicine - University of Maryland School of Medicine
PATRICE M. BRET, M.D. Radiologist-in-Chief - UHN/MSH, Professor of Radiology
at the University of Toronto
MICHAEL D. DUNHAM (1)(2)(4) Senior Vice President of Business Development -
Industrial & Financial Systems, IFS North America, Inc.
ROBERT T. GERAS (1)(3)(4) President - LaSalle Investments, Incorporated
ANNA M. HAJEK (2) President - CLARITY GROUP, LLC
JOHN D. HALAMKA, M.D., M.S. (1) Chief Information Officer - CareGroup
Health Systems, Chief Information Officer at Harvard Medical School
COMMITTEES OF THE BOARD
(1) Audit Committee
(2) Compensation Committee
(3) Nominating Committee
(4) Executive Committee
CORPORATE EXECUTIVE OFFICERS
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RICHARD A. LINDEN President and Chief Executive Officer
WILLIAM C. MORTIMORE Chief Strategist
DAVID M. NOSHAY Vice President, Business Development
SCOTT T. VEECH Chief Financial Officer, Secretary & Treasurer
CORPORATE INFORMATION
----------------------
STOCK EXCHANGE LISTING Nasdaq SmallCap: MRGE
INDEPENDENT AUDITORS KPMG LLP
REGISTRAR AND TRANSFER AGENT American Stock Transfer & Trust Company,
59 Maiden Lane, New York, NY 10038
[MERGE EFILM LOGO]
Headquarters
1126 South 70th Street
Milwaukee, WI 53214-3151, U.S.A.
Tel: (414) 977-4000 * Fax: (414) 977-4200
Canada
500 University Avenue, Suite 300
Toronto, Ontario, Canada M5G 1V7
Tel: (416) 204-9664 * Fax: (416) 204-9442
Europe
Spegelt 34
5674 CD Nuenen, The Netherlands
Tel: (31) (40) 299-0770 * Fax: (31) (40) 290-6615
Japan
Aios Gotanda Annex 5F, 1-7-11 Higashi
Gotanda, Shinagawa-ku, Tokyo, Japan 141
Tel: (81) (3) 3440-9109 * Fax: (81) (3) 3440-9108
[MERGE EFILM LOGO]
email: shareholder-info@merge-efilm.com * www.merge-efilm.com
AR (4/03)
An ISO 9001/EN46001 certified company
(c)2003 Merge Technologies Incorporated dba Merge eFilm. All rights reserved.