UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: July 17, 2003
(Date of earliest event reported)
MERGE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in the charter)
Wisconsin 0-29486 39-1600938
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1126 South 70th Street, Milwaukee, Wisconsin 53214-3151
(Address of Principal Executive Offices)
(414) 977-4000
(Registrant's telephone number including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------------------------
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
RIS LOGIC, INC.
Audited
Financial
Statements
for the
years ended
December 31,
2002 and 2001
RIS LOGIC, INC.
Table of Contents
----------------------------------------------------------------------------
PAGE
------
INDEPENDENT AUDITORS' REPORT..................................... 3
FINANCIAL STATEMENTS
Balance Sheets........................................... 4-5
Statements of Income..................................... 6
Statements of Changes in Stockholder's Equity............ 7
Statements of Cash Flows................................. 8-9
Notes to Financial Statements............................ 10
INDEPENDENT AUDITOR'S REPORT
------------------------------
To the Board of Directors and Stockholders
RIS Logic, Inc.
Solon, Ohio
We have audited the accompanying balance sheets of RIS Logic, Inc. as of
December 31, 2002 and 2001, and the related statements of income, changes in
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in
all material respects, the financial position of RIS Logic, Inc. as of
December 31, 2002 and 2001 and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our previously issued Auditors' Report dated January 21, 2003 has been
withdrawn and as discussed in Note P, the accompanying financial statements
have been restated.
/s/ Saltz, Shamis, & Goldfarb
-------------------------------
CERTIFIED PUBLIC ACCOUNTANTS
Cleveland, Ohio
January 21, 2003, except Note P which is dated September 4, 2003
RIS LOGIC, INC.
Balance Sheets
------------------------------------------------------------------------------
DECEMBER 31,
-------------------------------
2002 2001
------------- --------------
CURRENT ASSETS
Cash.......................................... $ 28,030 $ 33,153
Accounts receivable - trade, net of allowance
for doubtful accounts of $15,000............ 1,696,753 568,126
Advance - related party ---- 22,500
Prepaid expenses.............................. 16,003 18,234
------------- -------------
TOTAL CURRENT ASSETS.......................... 1,740,786 642,013
PROPERTY AND EQUIPMENT, net................... 227,918 202,747
OTHER ASSETS
Purchased and developed software, net......... 143,288 22,969
Deposits...................................... 10,562 10,562
------------- -------------
153,850 33,531
------------- -------------
$ 2,122,554 $ 878,291
============= =============
RIS LOGIC, INC.
Balance Sheets
------------------------------------------------------------------------------
DECEMBER 31,
-------------------------------
2002 2001
------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit................................ $ 499,000 $ 25,000
Accounts payable - trade...................... 159,035 83,100
Accrued expenses.............................. 434,100 68,294
Customer deposits............................. ---- 78,000
Unearned revenue.............................. 2,205,807 774,675
------------- --------------
TOTAL CURRENT LIABILITIES..................... 3,297,942 1,029,069
STOCKHOLDERS' EQUITY
Common stock, no par value and additional paid
in capital, 1,000,000 shares authorized,
701,472 and 670,391 shares issued and
outstanding, respectively................... 2,260,824 2,145,824
Retained deficit.............................. (3,436,212) (2,296,602)
------------- --------------
(1,175,388) (150,778)
------------- --------------
$ 2,122,554 $ 878,291
============= ==============
RIS LOGIC, INC.
Statements of Income
------------------------------------------------------------------------------
FOR THE YEARS ENDED
DECEMBER 31,
------------------------------------------------------
% of % of
2002 Revenues 2001 Revenues
------------ --------- ------------ ----------
REVENUES.................................... $ 3,318,232 100.0 $ 1,006,026 100.0
OPERATING EXPENSES
Sales expenses.............................. 1,003,227 33.2 317,392 31.5
Development expenses........................ 821,537 24.8 756,673 75.2
Professional services expenses.............. 739,567 22.3 349,696 34.8
General and administrative expenses......... 612,017 18.4 640,106 63.6
Marketing expenses.......................... 459,665 13.9 371,970 37.0
Software component expenses................. 283,481 8.5 ---- ----
Quality assurance expenses.................. 234,897 7.1 173,391 17.2
Technical support expenses.................. 187,874 5.7 73,978 7.4
Product management expenses................. 2,774 0.1 67,143 6.7
Hardware expenses........................... ---- ---- 43,006 4.3
------------ ----- ------------ -------
4,445,039 134.0 2,793,355 277.7
------------ ----- ------------ -------
OPERATING LOSS.............................. (1,126,807) (34.0) (1,787,329) (177.7)
OTHER INCOME (EXPENSE)
Interest income............................. 36 ---- 2,010 0.2
Interest expense............................ (12,839) (0.4) (19,665) (2.0)
------------ ----- ------------ ------
(12,803) (0.4) (17,655) (1.8)
------------ ----- ------------ ------
NET LOSS.................................... $ (1,139,610) (34.4) $ (1,804,984) (179.5)
============ ====== ============ ======
RIS LOGIC, INC.
Statements of Changes in Stockholder's Equity
------------------------------------------------------------------------------
Common Stock
1,000,000 shares authorized
----------------------------
Additional
Numbers of No Par Paid in Retained
Shares Value Capital Deficit Total
---------- ---------- ------------- ------------ ------------
Issued common shares upon merger
into a corporation from a limited
liability company on January 1, 2001........ 275,116 $ ---- $ 166,387 $ (491,618) $ (325,231)
Sale of common stock.......................... 395,275 ---- 1,979,437 1,979,437
Net loss...................................... (1,804,984) (1,804,984)
---------- ---------- ------------- ------------ ------------
BALANCE, DECEMBER 31, 2001.................... 670,391 ---- 2,145,824 (2,296,602) (150,778)
Sale of common stock.......................... 31,081 115,000 115,000
Net loss...................................... (1,139,610) (1,139,610)
---------- ---------- ------------- ------------ ------------
BALANCE, DECEMBER 31, 2002.................... 701,472 $ ---- $ 2,260,824 $ (3,436,212) $ (1,175,388)
========== ========== ============= ============ ============
RIS LOGIC, INC.
Statements of Cash Flows
Increase (Decrease in Cash)
------------------------------------------------------------------------------
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
2002 2001
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss................................... $ (1,139,610) $ (1,804,984)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization............ 76,431 46,014
Increase in allowance for doubtful
accounts................................ ---- 15,000
(Increase) decrease in:
Accounts receivable - trade............ (1,128,627) (583,126)
Advance - related party................ 22,500 3,486
Prepaid expenses....................... 2,231 (18,234)
Deposits............................... ---- (10,562)
Increase (decrease) in:
Accounts payable - trade............... 75,935 83,099
Accrued expenses....................... 365,806 (80,292)
Customer deposits...................... (78,000) 67,000
Unearned revenue....................... 1,431,132 774,675
------------ -------------
NET CASH USED IN OPERATING ACTIVITIES....... (372,202) (1,507,924)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment........ (74,759) (232,191)
Increase in purchased and developed
software................................. (147,162) (20,000)
NET CASH USED IN INVESTING ACTIVITIES....... (221,921) (252,191)
------------ -------------
RIS LOGIC, INC.
Statements of Cash Flows
Increase (Decrease in Cash)
------------------------------------------------------------------------------
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
2002 2001
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under line of
credit.................................... $ 474,000 $ (175,000)
Net repayments of amounts due to
stockholder(s)............................ ---- (15,000)
Sale of common stock....................... 115,000 1,979,437
------------ -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES.. 589,000 1,789,437
------------ -------------
NET (DECREASE) INCREASE IN CASH............ (5,123) 29,322
CASH, beginning of year.................... 33,153 3,831
------------ -------------
CASH, end of year.......................... $ 28,030 $ 33,153
============ =============
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the year for:
Interest................................. $ 12,839 $ 19,665
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operations
---------------------
On January 1, 2001, Binnacle, LLC (the Predecessor Company), an Ohio limited
liability company, merged with and into RIS Logic, Inc. (the Company), an Ohio
corporation. Upon the merger, each issued and outstanding membership unit of
the Predecessor Company was exchanged for shares of common stock of the
Company.
The Company provides software products, services and resources that enhance
the practice and business of radiology with a comprehensive radiology
information system (RIS) software tool for imaging centers and hospitals. The
Company is engaged as a licensor of software. The Company's products are
installed by the Company directly on its customer's servers and therefore the
Company maintains no inventories.
Allowance for doubtful accounts
--------------------------------
The Company reports trade receivables at net realizable value. Management
determines the allowance for doubtful accounts based on historical losses and
current economic conditions. On a continuing basis, management analyzes
delinquent receivables and, once these receivables are determined to be
uncollectible, they are written off through a charge against an existing
allowance account or against earnings.
Property and equipment
-----------------------
Property and equipment are recorded at cost. Depreciation is computed by
the straight-line method based on the estimated useful lives of the related
assets. Renewals and replacements of a routine nature are expensed as
incurred, while those that improve or extend the life of existing properties
are capitalized.
Purchased and developed software
----------------------------------
The Company capitalizes software development costs in accordance with
Statement of Financial Accounting Standards (SFAS) No. 86, "Accounting for
Costs of Computer Software to be Sold, Leased or Otherwise Marketed," under
which certain software development costs incurred subsequent to the
establishment of technological feasibility may be capitalized and amortized
over the estimated lives of the related products. The Company determines
technological feasibility to be established upon the internal release of a
working model or a detailed program design as specified by SFAS 86. Upon the
general release of the product to customers, development costs for that
product are amortized over periods not exceeding four years, based on the
estimated economic life of the products.
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Purchased and developed software
---------------------------------
SFAS 86 also requires that the unamortized capitalized costs of a computer
software product be compared to the net realizable value of such product at
each reporting date. To the extent the unamoritzed capitalized costs exceeds
the net realizable value of a software product based upon its estimated future
gross revenues reduced by estimated future costs of completing and disposing
of the product, the excess is written off. If the estimated future gross
revenue associated with certain software products were to be reduced,
write-offs of capitalized software costs might be required.
Revenue recognition
--------------------
Revenue is recognized upon delivery of the software. For multiple element
license arrangements, the license fee is allocated to the various elements
based on evidence of fair value. If evidence of fair value does not exist,
no revenue is recognized until all elements of the license agreement are
delivered. When a multiple element arrangement includes rights to post-sale
maintenance and support of the software, the portion of the license fee
allocated to such support, generally separately designated as a maintenance
fee, is recognized ratably over the term of the arrangement.
Income taxes
-------------
Deferred income taxes are provided for timing differences between taxable
income for financial statement and income tax reporting purposes.
Advertising costs
------------------
Advertising costs, which are included in marketing expenses, are expensed as
incurred. Advertising expense was $49,570 and $9,538 for the years ended
December 31, 2002 and 2001, respectively.
Use of estimates
-----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Reclassification
-----------------
Certain amounts for the year ended December 31, 2001 have been reclassified
for comparative purposes to conform with the presentation in the financial
statements for the year ended December 31, 2002.
Concentrations of credit risk
------------------------------
Financial instruments that potentially subject the Company to concentrations
of credit risk consist of cash. The Company places its cash with high
credit, quality financial institutions, and although during the year the
Company had deposited amounts in excess of federal insurance limits,
management does not feel that the Company is exposed to any substantial
credit risk. As of December 31, 2002 and 2001, the Company had no other
significant concentrations of credit risk.
NOTE B - CAPITALIZATION
Common Stock
-------------
The maximum number of shares which the Company is authorized to have
outstanding is 1,000,000 shares, of which 50,000 will be voting common stock,
without par value, and 950,000 will be nonvoting common shares, without par
value. Voting common shares and nonvoting common shares have the same rights
and privileges except that nonvoting shares have no voting rights unless
otherwise provided by law. Issued and outstanding at December 31, 2002 and
2001 were 34,433 and 32,879 shares of voting common stock and 667,039 and
637,512 shares of nonvoting common stock, respectively.
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at December 31:
2002 2001
---------- -----------
Computer hardware $ 200,797 $ 130,363
Furniture and fixtures 95,090 90,764
Leasehold improvements 11,064 11,064
---------- -----------
306,951 232,191
Accumulated depreciation
and amortization (79,033) (29,444)
---------- -----------
$ 227,918 $ 202,747
========== ===========
Depreciation and amortization expense for property and equipment was $49,589
and $29,444 for the years ended December 31, 2002 and 2001, respectively.
NOTE D - PURCHASED AND DEVELOPED SOFTWARE
Purchased and developed software consists of the following at December 31:
2002 2001
Purchased and developed software $ 208,537 $ 61,375
Accumulated amortization (65,249) (38,406)
---------- --------------
$ 143,288 $ 22,969
========== ==============
Amortization expense for purchased and developed software was $26,843 and
$38,406 for the years ended December 31, 2002 and 2001, respectively.
NOTE E - LEASE COMMITMENTS
The Company leases office facilities and computer equipment under net
operating leases.
Future minimum lease payments for the noncancellable operating leases having
an initial or remaining term in excess of one year at December 31, 2002 are
as follows:
2003 $ 182,629
2004 180,003
2005 180,003
2006 15,000
-----------
$ 557,635
Total rent expense was $134,509 and $103,511 for the years ended December 31,
2002 and 2001, respectively.
NOTE F - RELATED PARTIES
A law firm, which is a stockholder, provides legal services to the Company.
Total expenses for services provided by the law firm were $48,326 and $133,380
for the years ended December 31, 2002 and 2001, respectively. As of December
31, 2002 and 2001, included in accrued expenses was $24,809 and $20,890,
respectively, of legal services provided by the law firm. During 2001, the
Company negotiated a settlement with the law firm under which approximately
$68,000 of accrued legal fees was forgiven and $35,000 was converted into
9,459 shares of common stock. One of the Company's stockholders who is also
an officer and board member is a stockholder of this law firm.
A stockholder of the Company is also an employee of the financial institution
the Company uses for the line of credit. (See Note G)
NOTE G - DEBT
The Company has available a $500,000 line of credit from a financial
institution. The line of credit bears interest at the bank's prime lending
rate (4.25% at December 31, 2002 and 4.75% at December 31, 2001). The line
of credit is guaranteed by certain stockholders of the Company. Outstanding
borrowings against the line at December 31, 2002 and 2001 were $499,000 and
$25,000, respectively.
NOTE H - EMPLOYEE BENEFITS
The Company has a defined contribution plan, which allows eligible employees,
who meet minimum age and service requirements to make contributions by salary
reduction pursuant to Section 401(k) of the Internal Revenue Code.
Participants may contribute a percentage of their salary not to exceed limits
set by law. The Company may make discretionary matching contributions as
determined each year. Employees vest immediately in their contribution and
in the Company's matching contribution after five years of credited service.
The Company did not make a matching contribution for the years ended December
31, 2002 and 2001.
NOTE I - MAJOR CUSTOMERS
For the year ended December 31, 2002 the Company did not have any customers
comprising ten percent or more of total revenues. The Company received
approximately 45% of its total revenues for the year ended December 31, 2001
from four customers. At December 31, 2001 amounts due from the four customers
were approximately 2% of accounts receivable.
NOTE J - RESEARCH AND DEVELOPMENT
Research and development costs are charged to operations when incurred and
are included in development expenses. Research and development costs of
$277,017 and $347,828 were incurred in 2002 and 2001, respectively.
NOTE K - INCOME TAXES
Income taxes are summarized as follows for the year ended December 31:
2002 2001
----------- ------------
Federal
Current $ ---- $ ----
Deferred (344,000) (665,000)
----------- ------------
(344,000) (665,000)
Valuation allowance 344,000 665,000
----------- ------------
$ ---- $ ----
=========== ============
NOTE K - INCOME TAXES
The Company's total deferred tax assets and liabilities and presentation in
the financial statements are as follows at December 31:
2002 2001
----------- -----------
Current
--------
Deferred tax asset $ 10,000 $ 8,000
Valuation allowance (10,000) (8,000)
----------- -----------
$ ---- $ ----
=========== ===========
2002 2001
----------- -----------
Non-Current
------------
Deferred tax asset $ 1,101,000 $ 661,000
Deferred tax liability (21,000) (4,000)
----------- -----------
1,080,000 657,000
Valuation allowance (1,080,000) (657,000)
----------- -----------
$ ---- $ ----
=========== ===========
The current deferred tax asset results from certain expenses that are
recognized in different periods for financial reporting and for income tax
reporting purposes. The non-current deferred tax asset results primarily
from net operating loss and research and development tax credit carryforwards.
The non-current tax liability results from the use of accelerated methods of
depreciation of equipment for tax purposes. Due to the operating losses, the
realization of the deferred tax asset is uncertain. The Company has,
therefore, provided a full valuation allowance against the deferred tax asset.
The Company has a net operating loss carryforward of approximately $2,944,000,
and a research and development tax credit carryforward of approximately
$59,000 at December 31, 2002 that may be offset against future taxable income.
The carryforwards expire in 2022.
Losses incurred prior to January 2001 by the Predecessor Company are included
in the retained deficit on the financial statements.
Pursuant to the Tax Reform Act of 1986, the utilization, for tax purposes, of
net operating loss carryforwards may be subject to an annual limitation as a
result of a cumulative change in ownership of more than 50% over a three year
period.
NOTE L - STOCK OPTIONS
The Company has a stock option plan that provides for the granting of options
to key employees. A maximum of 146,728 shares of common stock were available
to be issued under the plan at December 31, 2002. The number of options
issued and grant dates are determined at the discretion of the Company's Board
of Directors. The option price on all currently outstanding options is either
$3.70 or $18.18.
Grantees vest in the options beginning one year from the option grant date
based on time limitations, as outlined in the stock option agreements. After
one year from the date of grant, the option may be exercised for not more than
one-fourth of the shares originally subject to the option. After two years
from the date of grant, the option may be exercised for not more than one-half
of the shares originally subject to the option. After three years from the
grant date, the option may be exercised for not more than three-fourths of the
shares originally subject to the options. After four years from the date of
grant, the option may be exercised for any part or all of the shares
originally subject to the options. Options granted under the plan are
exercisable for a period not to exceed ten years. During 2001, 56,434 options
were granted to certain shareholders at 100% vesting.
The Company has elected to account for the stock option plan under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
and related interpretations. Accordingly, since the exercise price equals
the approximate fair market value of the stock at the grant date, no
compensation expense has been recognized for the stock options in these
financial statements.
Had compensation expense for the stock option plan been determined based on
the fair value of the options at the grant date consistent with the
methodology prescribed under Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation", compensation costs would
have increased and the Company's net loss would have increased by $15,016
and $90,154 in the years ended December 31, 2002 and 2001, respectively.
The fair value of each option granted was estimated using the minimum value
method for privately held companies using the following assumptions.
2002 2001
-------------- --------------
Discount interest rate 4.97% to 6.04% 5.44% to 5.86%
Expected life (years) 10 10
Expected volatility 0.00% 0.00%
Expected dividends None None
NOTE L - STOCK OPTIONS
A summary of options transactions during the years ended December 31, 2002
and 2001 is shown below:
Number Weighted-Average
Of Shares Exercise Price
--------- ----------
Outstanding at January 1, 2001 ----
Granted 126,384 $ 3.70
Canceled (3,250) $ 3.70
Exercised ---- $ ----
---------
Outstanding at December 31, 2001 123,134 $ 3.70
Granted 22,750 $ 11.50
Canceled (8,000) $ 4.61
Exercised ---- $ ----
---------
Outstanding at December 31, 2002 137,884 $ 4.93
Exercisable at December 31, 2002 71,984 $ 3.70
=========
Available for issuance at
December 31, 2002 8,844
=========
A summary of options outstanding as of December 31, 2002 is shown below:
Weighted -
Average
Remaining
Contractual Number of
Exercise Number of Shares Life of Shares Shares
Price Outstanding Outstanding Exercisable
-------- ---------------- ----------- -----------
$ 3.70 126,134 8.23 Years 71,984
$ 18.18 11,750 9.64 Years ----
NOTE M - STOCK WARRANTS
At December 31, 2002 and 2001, the Company has outstanding warrants to
purchase 135,135 shares and 67,567 shares, respectively, of the Company's
nonvoting common stock at $3.70 per share. The warrants are exercisable upon
issue and expire seven years from the issue date.
NOTE N - WARRANTIES
The Company has conditional limited warranties within customer contracts.
The warranties generally provide that the customer will be entitled to a
refund of any software license fees if the software fails to perform
substantially as described in the documentation during a limited period of
time after installation. No provision has been included in these financial
statements for estimated warranty claims due to the absence of any claims
made by any customer to date.
NOTE O - FUNDING OF FUTURE OPERATIONS
Since inception, the Company has incurred significant losses, and as of
December 31, 2002 had accumulated losses of approximately $2.6 million. The
Company intends to continue to invest heavily in marketing and promotion,
strategic alliances, website development and technology, and development of
its organization.
The Company anticipates future profitability and that cash flows from
operations will be sufficient to fund the ongoing operations of the business.
In addition, management believes that additional funding, if required, can be
obtained from existing stockholders and other sources of capital.
NOTE P - RESTATEMENT AND SUBSEQUENT EVENTS
Restatement
------------
The Company's financial statements for the year ended December 31, 2002 have
been restated. The effect of the restatement is to decrease revenue and
increase deferred revenue by $776,900 and to increase sales expense and
accrued expenses by $93,321. Income tax loss carryforwards have been adjusted
as a result of the restatement.
Subsequent event
-----------------
On July 9, 2003 the shareholders of the Company entered into an agreement
with Merge Technologies Incorporated (Merge) to sell all of their shares to
Merge for a combination of cash and shares of Merge.
RIS LOGIC, INC.
BALANCE SHEET
June 30,
2003
---------------
(Unaudited)
---------------
ASSETS
Current assets:
Cash.............................................. $ 169,887
Accounts receivable - trade, net of allowance for
doubtful accounts of $15,000..................... 2,120,452
Other current assets.............................. 26,870
---------------
Total current assets............................... 2,317,209
Property and equipment, net........................ 288,209
Other assets:
Purchased and developed software, net............. 362,571
Other............................................. 10,562
---------------
Total assets....................................... $ 2,978,551
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit.................................... $ 499,000
Notes payable to stockholders'.................... 518,092
Accounts payable - trade.......................... 295,758
Accrued expenses.................................. 416,462
Unearned revenue.................................. 3,135,205
---------------
Total current liabilities.......................... 4,864,517
Stockholders' equity
Common stock , no par value and additional paid
in capital, 1,000,000 shares authorized, 701,472
shares issued and outstanding.................... 2,260,824
Retained deficit.................................. (4,146,790)
---------------
Total stockholders' deficit........................ (1,885,966)
---------------
Total liabilities and stockholders' equity......... $ 2,978,551
===============
See accompanying notes to unaudited financial statements.
RIS LOGIC, INC.
STATEMENTS OF INCOME
(Unaudited)
Six Months Ended
June 30,
---------------------------
2003 2002
----------- -----------
Revenues............................................. $ 1,968,028 $ 1,027,497
Operating expenses:
Sales expenses...................................... 763,138 402,623
Development expenses................................ 250,396 355,169
Professional services expenses...................... 265,040 258,990
General and administrative expenses................. 402,606 247,087
Marketing expenses.................................. 191,861 162,091
Software component expenses......................... 508,920 95,665
Quality assurance expenses.......................... 162,512 103,105
Technical support expenses.......................... 111,573 87,146
Product management expenses......................... 5,416 2,774
----------- -----------
Total operating expenses............................. 2,661,462 1,714,650
----------- -----------
Operating loss....................................... (693,434) (687,153)
Other income (expense)............................... (17,144) (4,048)
----------- -----------
Net loss............................................. $ (710,578) $ (691,201)
=========== ===========
See accompanying notes to unaudited financial statements.
RIS LOGIC, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
---------------------------
2003 2002
----------- -----------
Cash flows from operating activities:
Net loss............................................ $ (710,578) $ (691,201)
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization...................... 55,530 33,660
(Increase) decrease in:
Accounts receivable - trade...................... (423,699) (399,742)
Other............................................ (10,867) (36,797)
(Increase) decrease in:
Accounts payable - trade......................... 136,723 89,968
Accrued expenses................................. (17,639) 77,255
Unearned revenues................................ 929,398 700,079
----------- -----------
Net cash used in operating activities................ $ (41,132) $ (226,778)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment................. (94,091) (39,199)
Increase in purchased and developed software........ (241,012) (78,172)
----------- -----------
Net cash used in investing activities................ $ (335,103) $ (117,371)
----------- -----------
Cash flows from financing activities:
Net borrowings under line of credit................. ---- 225,000
Net borrowings from stockholder(s).................. 518,092 20,000
Sale of common stock................................ ---- 115,000
----------- -----------
Net cash provided by financing activities............ $ 518,092 $ 360,000
----------- -----------
Net increase in cash................................. 141,857 15,851
Cash, beginning of period............................ 28,030 33,153
----------- -----------
Cash, end of period.................................. $ 169,887 $ 49,004
=========== ===========
Supplemental Cash Flow Disclosures:
Cash paid for interest.............................. $ 10,731 $ ----
See accompanying notes to unaudited financial statements.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
During the second quarter of 2003, the Company issued promissory
notes, at various points of time, to three stockholders in the amount of
$518,092 to provide additional funding to support the ongoing operations
of the business, with a 4.25% interest rate. The principal and accrued
interest was paid subsequent to June 30, 2003 as a condition of closing
in the merger with RL Acquisition Corp, dated July 9, 2003.
(b) PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On July 17, 2003, RL Acquisition Corp., a wholly owned subsidiary of
Merge Technologies Incorporated ("we", "our", "us"), acquired 100% of the
outstanding shares of RIS Logic, Incorporated ("RIS Logic") for a purchase
price of $14,157,000. The purchase price consisted of 771,804 shares of our
common stock with an estimated fair value of $12.94 per share, cash of
$2,717,000, the issuance of 127,697 options, with an estimated aggregate fair
value of $1,277,000, to replace existing fully vested options previously issued
to RIS Logic employees from the Merge Technologies Incorporated 2003 Stock
Option Plan, and $176,000 in acquisition related costs. As a condition of
closing of the sale we also paid $1,594,000 of RIS Logic's liabilities. The
acquisition was accounted for using the purchase method.
On June 28, 2002, we acquired all of the outstanding stock of eFilm
Medical Inc. ("eFilm"). The purchase price of $8,397,000 consisted of
1,000,000 exchangeable share rights with an estimated fair value of $7.737 per
share, $437,000 in costs related to vested options granted to eFilm employees,
and $223,000 in acquisition related costs. The acquisition was accounted for
using the purchase method.
On May 22, 2002, Signal Stream, Inc., a wholly owned subsidiary of ours
acquired selected assets of Aurora Technology, Inc. ("Aurora"). The purchase
price of $917,000 consisted of $100,000 in cash and 93,901 common shares with
an estimated fair value of $8.43 per share and $25,000 in acquisition related
costs. The acquisition was accounted for using the purchase method.
The following unaudited pro forma balance sheet has been presented
assuming the RIS Logic acquisition occurred on June 30, 2003. The following
unaudited pro forma statements of operations present the results of operations
for the year ended December 31, 2002, and the six months ended June 30, 2003,
assuming the acquisitions had occurred as of January 1, 2002. The purchase
price and amounts allocated to goodwill, amortizable intangibles and in-process
research and development are subject to revision upon finalization of the
allocation of purchase price to the fair value of the net assets acquired.
Certain reclassifications to the historical results of eFilm, Aurora and RIS
Logic have been made to conform to our historical presentation. Material
non-recurring charges directly attributable to these transactions were not
considered in the pro forma condensed combined statements of operations. We
believe that the assumptions used in the preparation of this unaudited pro
forma information provide a reasonable basis for presenting the significant
effects directly attributable to the transactions discussed above. These
amounts are based upon certain assumptions and estimates and do not necessarily
represent results that would have occurred if the acquisitions had taken place
on the basis assumed above, nor are they indicative of the results of future
combined operations.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2003
Pro forma Pro forma
Merge RIS Logic Adjustments Combined
--------------------------------------------------------
(in thousands)
Current assets:
Cash................................. $ 9,150 $ 170 $ (4,311)a $ 5,009
Accounts receivable, net............. 5,572 2,120 ---- 7,692
Inventory............................ 828 ---- ---- 828
Other current assets................. 783 27 ---- 810
-------- -------- -------- --------
Total current assets................. 16,333 2,317 (4,311) 14,339
Property and equipment, net.......... 1,091 288 ---- 1,379
Purchased and developed software,
net................................ 6,144 363 1,213 d 7,720
Goodwill............................. 7,377 ---- 14,021 f 21,398
Other................................ 947 11 809 e 1,767
-------- -------- -------- --------
Total assets......................... $ 31,892 $ 2,979 $ 11,732 $ 46,603
======== ======== ======== ========
Current liabilities.................. $ 4,814 $ 4,865 $ (1,418)b 8,261
Long-term liabilities................ 535 ---- ---- 535
Total shareholders' equity........... 26,543 (1,886) 13,150 c 37,807
-------- -------- -------- --------
Total liabilities and shareholders'
equity............................. $ 31,892 $ 2,979 $ 11,732 $ 46,603
======== ======== ======== ========
Notes to pro forma condensed combined balance sheets
a) (2,717,000) Represents cash paid for the RIS Logic acquisition
(1,594,000) Represents cash paid for RIS Logic's liabilities as
part of the merger agreement
----------
(4,311,000) Total pro forma adjustment
b) (1,594,000) Represents cash paid for RIS Logic's liabilities as
part of the merger agreement
176,000 Represents accrual of estimated acquisition costs
----------
(1,418,000) Total pro forma adjustment
c) 11,264,000 Represents estimated fair value of stock issued and
options granted for RIS Logic acquisition
1,886,000 Elimination of RIS Logic's shareholders' deficit
----------
13,150,000 Total pro forma adjustment
d) 1,576,000 Estimated fair value of developed software intangible
asset acquired
(363,000) Less RIS Logic's existing capitalized development costs
----------
1,213,000 Total pro forma adjustment
e) 809,000 Estimated fair value of service contracts intangible
asset acquired
f) Represents the allocation of the purchase price in excess of the fair
value of the assets acquired as follows:
2,717,000 Cash paid
11,264,000 Estimated fair value of stock issued and options granted
176,000 Estimated acquisition costs
----------
14,157,000 Total purchase price
1,886,000 Elimination of RIS Logic's shareholders' deficit
(1,213,000) Less increase to estimated fair value of developed software
intangible asset acquired
(809,000) Less estimated fair value of service contracts intangible
asset acquired
----------
14,021,000 Goodwill
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(in thousands, except for share data)
Pro Forma Pro Forma
Merge Aurora (1) eFilm (2) RIS Logic Adjustments Combined
-------------------------------------------------------------------------------------------
Net sales.............. $ 20,786 $ 314 $ 1,353 $ 3,318 $ ---- $ 25,771
Cost of sales.......... 7,998 32 607 1,238 300 a 10,175
----------- ---------- ---------- ---------- ----------- -----------
Gross profit (loss).... 12,788 282 746 2,080 (300) 15,596
Operating expenses..... 9,144 368 973 3,207 (160)b 13,532
Other income (expense). 64 (29) ---- (13) 42 c 64
Income taxes........... 79 ---- (45) ---- 45 d 79
----------- ---------- ---------- ---------- ----------- -----------
Net income (loss)...... $ 3,629 $ (115) $ (182) $ (1,140) $ (143) $ 2,049
=========== ========== ========== ========== =========== ===========
Net income (loss)
available to common
shareholders - basic.. $ 3,392 $ (115) $ (182) $ (1,140) $ (143) $ 1,812
=========== ========== ========== ========== =========== ===========
Net income per share -
basic................. $ 0.38 ---- ---- ---- ---- $ 0.18
=========== ========== ========== ========== =========== ===========
Weighted average number
of common shares
outstanding - basic... 8,840,059 ---- ---- ---- 1,295,750 e 10,135,809
Net income (loss)
available to common
shareholders-diluted.. $ 3,412 $ (115) $ (182) $ (1,140) $ (143) $ 1,832
=========== ========== ========== ========== =========== ===========
Net income per share
- diluted............. $ 0.33 ---- ---- ---- ---- $ 0.16
=========== ========== ========== ========== =========== ===========
Weighted average number
of common shares
outstanding - diluted. 10,383,651 ---- ---- ---- 1,359,381 f 11,743,032
(1) Historical results for Aurora cover the period from January 1 to May 22, 2002, the date of acquisition.
(2) Historical results for eFilm cover the period from January 1 to June 28, 2002, the date of acquisition.
See accompanying notes to unaudited pro forma condensed combined financial statements.
MERGE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED June 30, 2003
(in thousands, except for share data)
Pro forma Pro forma
Merge RIS Logic Adjustments Combined
--------------------------------------------------------
(in thousands)
Net sales............................. $ 12,552 $ 1,968 $ ---- $ 14,520
Cost of sales......................... 3,680 934 191 g 4,805
----------- --------- --------- -----------
Gross profit (loss)................... 8,872 1,034 (191) 9,715
Operating expenses.................... 5,448 1,727 ---- 7,175
Other income (expenses)............... (219) (17) 17 h (219)
Income taxes.......................... 489 ---- ---- 489
=========== ========= ========= ===========
Net income (loss)..................... $ 2,716 $ (710) $ (174) $ 1,832
=========== ========= ========= ===========
Net income (loss) available to common
shareholders - basic................. $ 2,635 $ (710) $ (174) $ 1,751
=========== ========= ========= ===========
Net income per share - basic.......... $ 0.25 ---- ---- $ 0.15
=========== ========= ========= ===========
Weighted average number of common
shares outstanding - basic........... 10,612,970 ---- 771,804 i 11,384,774
Net income (loss) available to common
shareholders - diluted............... $ 2,635 $ (710) $ (174) $ 1,751
=========== ========= ========= ===========
Net income per share - diluted........ $ 0.23 ---- ---- $ 0.14
=========== ========= ========= ===========
Weighted average number of common
shares outstanding - diluted......... 11,479,134 ---- 854,389 j 12,333,523
See accompanying notes to unaudited pro forma condensed combined financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
a) To reflect the following cost of sales adjustments:
477,000 To reflect 12 months amortization of the $1,576,000
developed software intangible asset and the $809,000
purchased service contracts intangible asset acquired
in the RIS Logic acquisition over the estimated useful
lives of 5 years
(27,000) To eliminate software amortization revalued in the
purchase accounting originally capitalized by RIS Logic
12,000 To reflect 5 months amortization of the $84,000 in
intangible assets acquired in Aurora asset acquisition
over an estimated useful life of 3 years
216,000 To reflect 6 months amortization of the $1,193,000
developed software intangible asset and the $966,000
purchased customer contracts intangible asset acquired
in eFilm acquisition over the estimated useful lives
of 5 years
(14,000) To eliminate cost of product sold to Aurora by Merge
(364,000) To eliminate annual software amortization revalued in
the purchase accounting originally capitalized by eFilm
--------
(300,000) Total pro forma adjustment
b) To reflect the following operating expense adjustments:
(3,000) To reflect the elimination of bad debt expense
recorded to write-off Aurora accounts receivable by
Merge
(4,000) To reflect the elimination of amortization of Aurora
capitalized software development with no allocated
value
(5,000) To reflect a decrease in depreciation expense due to
the change in carrying value of acquired assets and
exclusion of certain assets not acquired in the Aurora
acquisition
(148,000) To reflect the elimination of impact of write-off in
process research & development in the eFilm acquisition
--------
(160,000) Total pro forma adjustment
c) 29,000 To reflect the elimination of interest expense related
to Aurora's notes payable
13,000 To reflect the elimination of interest expense related
to RIS Logic's notes payable
--------
42,000 Total pro forma adjustment
d) To remove eFilm income taxes
e) Assumes shares were outstanding for the entire period
771,804 Assumes shares issued for RIS Logic acquisition were
outstanding for the entire period
487,672 1,000,000 exchangeable shares issued for the eFilm
acquisition prorated to assume they were outstanding
for the entire period
36,274 93,901 shares issued for the Aurora asset acquisition
prorated to assume they were outstanding for the
entire period
--------
1,295,750 Total pro forma adjustment
f) Assumes shares were outstanding for the entire period
835,435 Assumes shares issued and options granted for RIS
Logic acquisition were outstanding for the entire
period
487,672 1,000,000 exchangeable shares issued for the eFilm
acquisition prorated to assume they were outstanding
for the entire period
36,274 93,901 shares issued for the Aurora asset acquisition
prorated to assume they were outstanding for the
entire period
-------
1,359,381 Total pro forma adjustment
g) 239,000 To reflect 6 months amortization of the $1,576,000
developed software intangible asset and the $809,000
purchased service contracts intangible asset acquired
in the RIS Logic acquisition over an estimated useful
life of 5 years
(48,000) To eliminate software amortization revalued in the
purchase accounting originally capitalized by RIS Logic
-------
191,000 Total pro forma adjustment
h) 17,000 To reflect the elimination of interest expense related
to RIS Logic's notes payable
i) 771,804 Assumes shares issued for RIS Logic acquisition were
outstanding for the entire period
j) 854,389 Assumes shares issued and options granted for RIS Logic
acquisition were outstanding for the entire period
(c) EXHIBITS
2.1 Merger Agreement by and among Merge Technologies Incorporated,
RL Acquisition Corp, RIS Logic Incorporated, and the Principal
Shareholders of RIS Logic Incorporated dated July 9, 2003. (1)
23.1 Consent of Saltz, Shamis & Goldfarb
(1) Previously filed as an exhibit to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on July
29, 2003.
SIGNATURES
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.
MERGE TECHNOLOGIES INCORPORATED
Dated: September 29, 2003 By: /s/ Richard A. Linden
---------------------------------------
Richard A. Linden,
President and Chief Executive Officer
MERGE TECHNOLOGIES INCORPORATED
Dated: September 29, 2003 By: /s/ Scott T. Veech
---------------------------------------
Scott T. Veech,
Chief Financial Officer, Treasurer
and Secretary
EXHIBIT 23.1
-------------
CONSENT OF SALTZ, SHAMIS & GOLDFARB
We consent to the incorporation by reference in this form 8-K/A and in the
registration statements on Form S-3 (Nos. 333-93965, 333-75900 and 333-100103)
and on Form S-8 (Nos. 333-34884, 333-40832, 333-40882, 333-100104, 333-107991
and 333-107997) of Merge Technologies Incorporated of our report dated
January 21, 2003, except Note P as to which the date is September 4, 2003,
relating to the balance sheets of RIS Logic, Inc. as of December 31, 2002
and 2001, and the related statements of income and changes in stockholders'
equity and statements of cash flows for each of the years in the two-year
period ended December 31, 2002.
Cleveland, Ohio
September 29, 2003