0000707388-14-000018.txt : 20140501 0000707388-14-000018.hdr.sgml : 20140501 20140430193331 ACCESSION NUMBER: 0000707388-14-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140501 DATE AS OF CHANGE: 20140430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGIRAD CORP CENTRAL INDEX KEY: 0000707388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330145723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35947 FILM NUMBER: 14801445 BUSINESS ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: (858) 726-1600 MAIL ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 8-K 1 digirad8-kq12014pressrelea.htm 8-K DIGIRAD 8-K Q1 2014 Press Release



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8‑K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report: May 1, 2014
(Date of earliest event reported)



DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
000-50789
 
33-0145723
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

1048 Industrial Court,
Suwanee, GA 30024
(Address of principal executive offices, including zip code)

(858) 726-1600
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02.  Results of Operations and Financial Condition

On May 1, 2014, Digirad Corporation issued a press release announcing financial results for the three months ended March 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits
 
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d)  Exhibits:
99.1 Press Release of Digirad Corporation dated May 1, 2014
99.2 Information Related to the Use of Non-GAAP Financial Measures    
  





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.

 
 
DIGIRAD CORPORATION
 
 
 
 
By:
/s/ Jeffry R. Keyes
 
 
 
Jeffry R. Keyes
Chief Financial Officer

Date:    May 1, 2014




Exhibit Index

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release dated May 1, 2014, announcing financial results for the three months ended March 31, 2014.
99.2
 
Information Related to the use of Non-GAAP Financial Measures.


EX-99.1 2 exhibit991digirad3312014pr.htm EXHIBIT Exhibit 99.1 DIGIRAD 3.31.2014 PRESS RELEASE


Exhibit 99.1
News Release
For immediate release
For more information contact:
May 1, 2014
Jeffry Keyes
 
Chief Financial Officer
 
858-726-1600
 
ir@digirad.com
 
 

Digirad Corporation Reports First Quarter Financial Results

Year over Year Revenues increase 13%

Announces Cash Dividend of $0.05 cents per share

Suwanee, GA. - May 1, 2014 - Digirad Corporation (NASDAQ: DRAD) today reported total revenues for the first quarter 2014 of $13.0 million, an increase of 13 percent compared to the prior year’s first quarter. The GAAP loss for the 2014 first quarter, which included $0.4 million of one-time lease termination charges and approximately $0.2 million in transaction costs related to the purchase of Telerhythmics, was $0.1 million, or $0.01 per diluted share. Included within the results are the operations of Telerhythmics, LLC, which contributed approximately $255,000 to total revenue since being acquired by Digirad on March 13, 2014.

The Company also announced a cash dividend of $0.05 per share that will be paid on May 27, 2014, to shareholders of record on May 13, 2014.

Adjusted EBITDA, a non-GAAP measure of operating performance, for the first quarter of 2014 was $0.8 million, compared to an adjusted EBITDA loss of $0.8 million for the same period of the prior year. During the quarter, the Company took a restructuring charge of $0.4 million related to its previously announced lease termination in Poway, California, to move to a much smaller alternative facility to house its ongoing camera and camera support operations. The change in facilities is expected to save between $400,000 and $500,000 annually once the transition is complete. A reconciliation of adjusted EBITDA to net income (loss) is provided later in this release.

Digirad President and CEO Matt Molchan said, “Revenues in the 2014 first quarter increased year over year despite the impact of the challenging weather conditions up and down the East Coast, primarily in January and February. Still, we generated a year-over-year increase in Diagnostic Services revenue of 4%, not including the impact of Telerhythmics. Excluding the lease termination costs and the Telerhythmics transaction costs, this year’s first quarter would have been profitable. The first quarter of the year is historically our lowest revenue and profitability quarter for our services business, which was expected notwithstanding the challenging weather. We expect our Diagnostic Services business to have positive earnings contributions over the remaining portion of the year. Our Diagnostic Imaging business was not as impacted by weather conditions, and it had a great quarter, selling several good margin systems.”

“We are very excited about our recent acquisition of Telerhythmics. The acquisition is a prime example of how we can diversify our business, leverage our collective customer bases, provide more services to our core customers and put some of our cash to work to drive growth. Based on this acquisition, we have renamed our service business from ‘Digirad Imaging Solutions’ to ‘Diagnostic Services.’ The Diagnostic Services name reflects our now combined service businesses, including Telerhythmics, as we branch out and provide a broader range of services.”






Molchan continued, “We have approximately an incremental $1 million in accounts receivable that we expect to collect in the near term, reflecting our higher camera sales in the first quarter and timing of those sales. The overall cash change was certainly expected, and part of our plan. As we have stated previously, we continue to expect to generate $3 million to $4 million of free cash flow on an annual basis from our core businesses, with growth of our core businesses and acquisitions being incremental.”

First Quarter 2014 Summary
Total revenue for the first quarter of 2014 was $13.0 million, compared to $11.5 million for the same period in the prior year. Diagnostic Services revenue, which includes revenue of $255,000 related the acquisition of Telerhythmics for the first quarter, was $9.6 million, compared to $8.9 million for the same period of the prior year. Diagnostic Imaging revenue for the first quarter of 2014 was $3.4 million, compared to $2.6 million for the same period of the prior year.

Gross profit for the first quarter of 2014 was $3.4 million, or 26.5% of revenue, compared to $2.8 million, or 24.4% of revenue in the prior year quarter.

Net loss for the first quarter of 2014 was $0.1 million, or $0.01 net loss per diluted share, compared to a net loss of $2.4 million, or $0.13 net loss per diluted share, in the same period of the prior year.

Excluding the $0.4 million restructuring charge for the lease termination, adjusted net income for the first quarter of 2014 was $0.3 million, or $0.01 income per diluted share. Excluding the $1.0 million restructuring charge recorded in the 2013 first quarter, the adjusted net loss for the quarter was $1.4 million, or $0.07 adjusted net loss per diluted share.

Cash, cash equivalents and available-for-sale securities at March 31, 2014 was $19.4 million, a decrease from $26.4 million at December 31, 2013. This change was related to various factors: the acquisition of Telerhythmics and related debt payoff of $3.6 million; $0.9 million related to cash dividends paid; cash-based restructuring activity of approximately $0.8 million; and normal business activity for the first quarter, including payout of annual incentive compensation from fiscal year 2013.

Conference Call Information
A conference call is scheduled for 11:00 a.m. EDT today to discuss the results and management's outlook. The call may be accessed by dialing 877-407-9039 five minutes prior to the scheduled start time and referencing Digirad. A simultaneous webcast of the call may be accessed online from the Events & Presentations link on the Investor Relations page at www.digirad.com; an archived replay of the webcast will be available within 15 minutes of the end of the conference call.

Use of Non-GAAP Financial Measures by Digirad Corporation
This Digirad news release presents the non-GAAP financial measures “adjusted operating expenses,” “adjusted net income (loss)”, “adjusted net income (loss) per diluted share” and “adjusted EBITDA”. The most directly comparable measure for these non-GAAP financial measures are operating expenses, net income (loss) and diluted net income (loss) per share. The Company has included below unaudited adjusted financial information, which present the Company's results of operations after excluding restructuring charges and gain on the sale of assets and license agreement, and in the measure of adjusted EBITDA, interest, taxes, depreciation, amortization and stock-based compensation.

A discussion of the reasons why management believes that the presentation of non-GAAP financial measures provides useful information to investors regarding Digirad's financial condition and results of operations is





included as Exhibit 99.2 to Digirad's report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014.

About Digirad Corporation
Digirad delivers convenient, effective, and efficient diagnostic solutions on an as needed, when needed, and where needed basis. Digirad is one of the largest national providers of in-office nuclear cardiology and ultrasound imaging services, and also provides cardiac event monitoring services. These services are provided to physician practices, hospitals and imaging centers through the Diagnostic Service Solutions business. Digirad also sells medical diagnostic imaging systems, including solid-state gamma cameras, for nuclear cardiology and general nuclear medicine applications, as well as provides service on the products sold through its Diagnostic Imaging business. For more information, please visit www.digirad.com. Digirad® and Cardius® are registered trademarks of Digirad Corporation.

Forward-Looking Statements
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seek,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of those words or other comparable terminology, or in specific statements such as the Company's ability to deliver value to customers, the ability to grow and generate positive cash flow, the ability to execute on restructuring activities, and ability to successfully execute acquisitions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks are detailed in Digirad's filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Digirad undertakes no obligation to revise or update the forward-looking statements contained herein.

 



(Financial tables follow)









Digirad Corporation
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
 
Three Months Ended
 
March 31,
(in thousands, except per share amounts)
2014
 
2013
 

 

Revenues:
 
 
 
Diagnostic Services
$
9,555

 
$
8,939

Diagnostic Imaging
3,442

 
2,607

Total revenues
12,997

 
11,546

Cost of revenues:
 
 
 
Diagnostic Services
7,534

 
6,825

Diagnostic Imaging
2,021

 
1,904

Total cost of revenues
9,555

 
8,729

 
 
 
 
Gross profit
3,442

 
2,817

Total gross profit percentage
26.5
%
 
24.4
%
Diagnostic Services gross profit percentage
21.2
%
 
23.6
%
Diagnostic Imaging gross profit percentage
41.3
%
 
27.0
%
 
 
 
 
Operating expenses:
 
 
 
Research and development

 
818

Marketing and sales
1,095

 
1,236

General and administrative
1,995

 
2,102

Amortization of intangible assets
66

 
66

Restructuring charges
441

 
1,004

Total operating expenses
3,597

 
5,226

 
 
 
 
Loss from operations
(155
)
 
(2,409
)
 
 
 
 
Other income (expense):
 
 
 
Interest and other income, net
17

 
22

Interest expense
(8
)
 

Total other income
9

 
22

 
 
 
 
Loss before income taxes
(146
)
 
(2,387
)
Income tax expense
(2
)
 
(32
)
Net loss
$
(148
)
 
$
(2,419
)
 
 
 
 
Net loss per share – basic and diluted
$
(0.01
)
 
$
(0.13
)
 
 
 
 
Weighted average shares outstanding – basic and diluted
18,518

 
19,322

 
 
 
 






Digirad Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
 
(in thousands, except share data)
March 31,
2014
 
December 31,
2013
Assets

 

Current assets:
 
 
 
Cash and cash equivalents
$
9,549

 
$
18,744

Securities available-for-sale
9,871

 
7,673

Accounts receivable, net
7,308

 
5,430

Inventories, net
3,755

 
3,881

Other current assets
697

 
697

Restricted cash
477

 
244

 Total current assets
31,657

 
36,669

 
 
 
 
Property and equipment, net
4,514

 
4,153

Intangible assets, net
2,867

 
353

Goodwill
1,459

 
184

Other assets
62

 
92

Total assets
$
40,559

 
$
41,451

 
 
 
 
Liabilities and stockholders’ equity
 
 
 
Accounts payable
$
1,293

 
$
611

Accrued compensation
2,622

 
3,472

Accrued warranty
148

 
137

Deferred revenue
1,381

 
1,631

Other accrued liabilities
2,103

 
1,774

Total current liabilities
7,547

 
7,625

Other liabilities
667

 
440

Total liabilities
8,214

 
8,065

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock

 

Common stock
2

 
2

Treasury stock
(5,728
)
 
(5,728
)
Additional paid-in capital
156,093

 
156,968

Accumulated other comprehensive loss
(20
)
 
(2
)
Accumulated deficit
(118,002
)
 
(117,854
)
Total stockholders’ equity
32,345

 
33,386

Total liabilities and stockholders’ equity
$
40,559

 
$
41,451








Digirad Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
 
 
 
Three Months Ended March 31,
(in thousands, except per share amounts)
 
2014
 
2013
 
 
 
 
 
 
Total operating expenses
 
$
3,597

 
$
5,226

 
Restructuring charges(1)
 
(441
)
 
(1,004
)
 Non-GAAP Adjusted operating expenses
 
$
3,156

 
$
4,222

 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
$
(148
)
 
$
(2,419
)
 
Restructuring charges(1)
 
441

 
1,004

 
Income tax items(2)
 
(3
)
 

Non-GAAP Adjusted net income (loss)
 
$
290

 
$
(1,415
)
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per share - diluted
 
$
(0.01
)
 
$
(0.13
)
 
Restructuring charges(1)(3)
 
0.02

 
0.06

 
Income tax items(2)(3)
 

 

Non-GAAP Adjusted net income (loss) per share - diluted(3)
 
$
0.01

 
$
(0.07
)
 
 
 
 
 
 

 
 
 
Three Months Ended March 31,
(in thousands)
 
2014
 
2013
 
 
 
 
 
 
Net loss
 
$
(148
)
 
$
(2,419
)
 
Restructuring charges(1)
 
441

 
1,004

 
Depreciation and amortization
 
453

 
493

 
Stock-based compensation
 
50

 
121

 
Interest and other income, net
 
(17
)
 
(22
)
 
Interest expense
 
8

 

 
Income tax expense
 
2

 
32

Non-GAAP Adjusted EBITDA
 
$
789

 
$
(791
)
 
 
 
 
 
 

(1) Reflects nonrecurring charges primarily related to restructuring of the Diagnostic Imaging reporting segment.
(2) Reflects income tax effect for adjusted financial data.
(3) Per share amounts are computed independently for each discrete item presented. Therefore, the sum of the quarterly per share amounts will not necessarily equal to the total for the year.






Digirad Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
 
 
 
Three Months Ended
(in thousands, except per share amounts)
 
March 31, 2013
 
June 30, 2013
 
September 30, 2013
 
December 31, 2013
 
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses
 
$
5,226

 
$
4,425

 
$
1,386

 
$
2,908

 
$
3,597

 
Restructuring charges(1)
 
(1,004
)
 
(610
)
 
(79
)
 
(35
)
 
(441
)
 
Gain on sale of assets and license agreement(2)
 

 

 
1,568

 

 

 Non-GAAP Adjusted operating expenses
 
$
4,222

 
$
3,815

 
$
2,875

 
$
2,873

 
$
3,156

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(2,419
)
 
$
(616
)
 
$
2,512

 
$
787

 
$
(148
)
 
Restructuring charges(1)
 
1,004

 
610

 
79

 
35

 
441

 
Gain on sale of assets and license agreement(2)
 

 

 
(1,568
)
 

 

 
Income tax items(3)
 

 

 

 

 
(3
)
Non-GAAP Adjusted net income (loss)
 
$
(1,415
)
 
$
(6
)
 
$
1,023

 
$
822

 
$
290

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per share - diluted(4)
 
$
(0.13
)
 
$
(0.03
)
 
$
0.14

 
$
0.04

 
$
(0.01
)
 
Restructuring charges(1)(4)
 
0.06

 
0.03

 

 

 
0.02

 
Gain on sale of assets and license agreement(2)(4)
 

 

 
(0.08
)
 

 

 
Income tax items(3)(4)
 

 

 

 

 

Non-GAAP Adjusted net income (loss) per share - diluted(4)
 
$
(0.07
)
 
$

 
$
0.06

 
$
0.04

 
$
0.01

 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Three Months Ended
(in thousands)
 
March 31, 2013
 
June 30, 2013
 
September 30, 2013
 
December 31, 2013
 
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(2,419
)
 
$
(616
)
 
$
2,512

 
$
787

 
$
(148
)
 
Restructuring charges(1)
 
1,004

 
610

 
79

 
35

 
441

 
Gain on sale of assets and license agreement(2)
 

 

 
(1,568
)
 

 

 
Depreciation and Amortization
 
493

 
479

 
475

 
466

 
453

 
Stock-based Compensation
 
121

 
105

 
74

 
40

 
50

 
Interest and other income, net
 
(22
)
 
(16
)
 
(13
)
 
(11
)
 
(17
)
 
Interest expense
 

 
4

 
5

 
5

 
8

 
Income tax benefit (expense)
 
32

 
(4
)
 
(72
)
 
(1
)
 
2

Non-GAAP Adjusted EBITDA
 
$
(791
)
 
$
562

 
$
1,492

 
$
1,321

 
$
789

 
 
 
 
 
 
 
 
 
 
 
 

(1) Reflects nonrecurring charges primarily related to restructuring of the Diagnostic Imaging reporting segment.
(2) Reflects a nonrecurring gain related to the sale of assets associated with an uncommercialized surgical imaging system, and the licensing of certain existing Company technology.
(3) Reflects income tax effect for adjusted financial data.
(4) Per share amounts are computed independently for each discrete item presented. Therefore, the sum of the quarterly per share amounts will not necessarily equal to the total for the year.



EX-99.2 3 exhibit99233114useofnon-ga.htm EXHIBIT Exhibit 99.2 3.31.14 USE OF NON-GAAP FINANCIAL MEASURES


Exhibit 99.2

Use of Non-GAAP Financial Measures

In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), information containing non-GAAP financial measures for Digirad Corporation (the “Company”) was disclosed in the Company's press release (the “Press Release”) dated May 1, 2014 announcing results for the three months ended March 31, 2014 that accompanied a conference call held by the Company on May 1, 2014. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Management encourages readers to rely upon the GAAP numbers, but includes the non-GAAP financial measures as supplemental metrics to assist readers. Definitions of the non-GAAP financial measures are included in the Press Release.
In the Press Release, the Company presented the non-GAAP financial measures “adjusted operating expenses”, “adjusted net income (loss)”, “adjusted net income (loss) per diluted share” and "adjusted EBITDA". Company management uses these non-GAAP financial measures to evaluate the Company's performance. As the Company's core business is providing healthcare services and products to the healthcare industry, Company management finds it useful to use financial measures that do not include charges associated with restructuring activities or monetization of uncommercialized technology previously under development. While we may have these types of items and charges in the future, Company management believes that they are not reflective of the day-to-day offering of its products and services and relate more to strategic, multi-year corporate actions, without predictable trends, and that may obscure the trends and financial performance of the Company's core business. In the case of "adjusted EBITDA", Company management believes the exclusion of interest, taxes, depreciation, amortization, and stock-based compensation is a very common measure utilized in the investment community and it helps Company management benchmark its operations and results with the industry.
The limitation associated with using these non-GAAP financial measures is that these measures exclude items that impact the Company's current period operating results. This limitation is best addressed by using these non-GAAP financial measures in combination with “operating expenses”, “net income (loss)” and “net income (loss) per diluted share” (the most comparable GAAP measures) because these non-GAAP financial measures do not reflect items that impact current period operating results and may be higher or lower than the most comparable GAAP measure.