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EX-99.2 - EXHIBIT 99.2 - STAR EQUITY HOLDINGS, INC.exhibit992-q22017useofnonx.htm
8-K - 8-K - STAR EQUITY HOLDINGS, INC.drad8-kq22017earningsrelea.htm


Exhibit 99.1
News Release
For immediate release
For more information contact:
August 4, 2017
Jeff Keyes
 
Chief Financial Officer
 
858-726-1600
 
ir@digirad.com

Digirad Corporation Reports Financial Results for the
Second Quarter and Six Months Ended June 30, 2017

Increases dividend 10% to $0.055 cents per share
Confirms 2017 financial guidance

Suwanee, GA. - August 4, 2017 - Digirad Corporation (Nasdaq: DRAD) today reported its financial results for the second quarter and six months ended June 30, 2017.
Total revenues for the second quarter were $29.8 million, compared to $32.1 million in the second quarter of the prior year.
Net loss for the second quarter was $2.8 million, or $0.14 net loss per diluted share, compared to net income of $1.0 million, or $0.05 net income per diluted share in the same period in the prior year. Non-GAAP adjusted net income for the second quarter was $1.7 million, or $0.08 adjusted net income per diluted share, compared to adjusted net income of $1.8 million, or $0.09 adjusted net income per diluted share in the same period in the prior year. Non-GAAP adjusted EBITDA for the second quarter was $2.5 million, compared to $4.2 million in the same period in the prior year.
Total revenues for the six months ended June 30, 2017 were $58.9 million, compared to the prior year's revenues for the first six months of $63.2 million.
Net loss for the six months ended June 30, 2017 was $4.8 million, or $0.24 net loss per diluted share, compared to net income of $12.6 million, or $0.63 net income per diluted share in the same period in the prior year. Non-GAAP adjusted net income for the six months ended June 30, 2017 was $1.5 million, or $0.07 adjusted net income per diluted share, compared to adjusted net income of $3.2 million, or $0.16 adjusted net income per diluted share in the same period in the prior year. Non-GAAP adjusted EBITDA for the six months ended June 30, 2017 was $4.3 million, compared to $7.9 million in the same period in the prior year.
Operating cash flow for the six months ended June 30, 2017 was $3.5 million, compared to the prior year's operating cash flow for the first six months of $3.8 million. Non-GAAP free cash flow was $2.9 million for the six months ended June 30, 2017, compared to $1.0 million in the same period in the prior year.
Digirad President and CEO Matt Molchan said, “We are very pleased with the performance of our service businesses during the quarter, which include the Digirad Imaging Solutions and Mobile Healthcare divisions. Both businesses had a solid quarter and strong year to date performance and continue to generate strong cash flow on a consistent basis. Further, the operational changes we made in Mobile Healthcare appear to be taking hold, and we are optimistic of continued success." Molchan continued, “Our product businesses, which include the Diagnostic Imaging and Medical Device Sales and Services divisions, had a tougher quarter related to closing capital equipment deals due to temporary delays in capital spending by customers, which we believe is mainly due to uncertainty around the Affordable Care Act. Although we can’t predict exactly when the uncertainty around capital spending will lift, our team has worked very hard to build a robust order pipeline giving us high confidence in eventual improvement in these businesses."
"Despite order delays in our product businesses, our service businesses are performing above plan, which makes us confident in achieving our full year financial guidance range for the year. In addition, we expect to continue to generate significant cash flow for our shareholders as demonstrated by our strong free cash flow generation so far this year. This confidence in our cash generation ability and the recent refinancing of our credit facility, which allows significantly more flexibility in capital allocation as well as a lower cost of capital, is allowing us to raise our quarterly cash dividend by 10% to $0.055 cents per share. We are very pleased that we can provide this enhanced cash return to shareholders. As we move forward, we'll continue to review ways to further enhance shareholder value."
The announced cash dividend of $0.055 cents per share will be paid on August 30, 2017, to shareholders of record on August 18, 2017.





2017 Financial Guidance
The Company reaffirms its previously announced fiscal year 2017 financial guidance, which is to generate revenues of approximately $125 million, non-GAAP adjusted EBITDA of between $14 and $15 million, adjusted net income per diluted share of between $0.10 and $0.15, and free cash flow of between $9 and $10 million.
Conference Call Information
A conference call is scheduled for 11:00 a.m. EDT on August 4, 2017 to discuss the results and management's outlook. The call may be accessed by dialing 1-877-407-9039 (international callers: +1-201-689-8470) 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 http://drad.client.shareholder.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 net income (loss),” “adjusted net income (loss) per diluted share,” “adjusted EBITDA”, and "free cash flow". The most directly comparable measure for these non-GAAP financial measures are net income (loss), net income (loss) per diluted share, and operating cash flow. The Company has included below unaudited adjusted financial information, which presents the Company's results of operations after excluding acquired intangible asset amortization, goodwill impairment, acquisition related contingent consideration adjustments, investment impairment loss, transaction and integration costs associated with DMS Health Technologies, litigation reserve, loss on extinguishment of debt and non-recurring related income tax adjustments. Further excluded in the measure of adjusted EBITDA are interest, taxes, depreciation, amortization and stock-based compensation. Free cash flow is calculated by subtracting cash paid for capital expenditures, net of dispositions from operating cash flow.

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 August 4, 2017.
About Digirad Corporation
Digirad delivers convenient, effective, and efficient healthcare solutions on an as needed, when needed, and where needed basis. Digirad’s diverse portfolio of mobile healthcare solutions and medical equipment and services, including diagnostic imaging and patient monitoring, provides hospitals, physician practices, and imaging centers through the United States access to technology and services necessary to provide exceptional patient care in the rapidly changing healthcare environment. For more information, please visit www.digirad.com.
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 Operations
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in thousands, except per share amounts)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Services
$
23,539

 
$
24,666

 
$
46,413

 
$
48,671

Product and product-related
6,247

 
7,424

 
12,453

 
14,576

Total revenues
29,786

 
32,090

 
58,866

 
63,247

Cost of revenues:
 
 
 
 
 
 
 
Services
18,950

 
19,179

 
37,405

 
37,685

Product and product-related
3,803

 
3,146

 
7,321

 
6,732

Total cost of revenues
22,753

 
22,325

 
44,726

 
44,417

 
 
 
 
 
 
 
 
Gross profit
7,033

 
9,765

 
14,140

 
18,830

Total gross profit percentage
23.6
%
 
30.4
%
 
24.0
%
 
29.8
%
Services gross profit percentage
19.5
%
 
22.2
%
 
19.4
%
 
22.6
%
Product and product-related gross profit percentage
39.1
%
 
57.6
%
 
41.2
%
 
53.8
%
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Marketing and sales
2,269

 
2,837

 
4,669

 
5,462

General and administrative
5,937

 
4,878

 
11,041

 
11,292

Amortization of intangible assets
578

 
578

 
1,156

 
1,157

Total operating expenses
8,784

 
8,293

 
16,866

 
17,911

 
 
 
 
 
 
 
 
(Loss) income from operations
(1,751
)
 
1,472

 
(2,726
)
 
919

 
 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
 
Other (expense) income, net

 
(58
)
 

 
14

Interest expense, net
(303
)
 
(379
)
 
(618
)
 
(750
)
Loss on extinguishment of debt
(709
)
 

 
(709
)
 

Total other expense
(1,012
)
 
(437
)
 
(1,327
)
 
(736
)
 
 
 
 
 
 
 
 
(Loss) income before income taxes
(2,763
)
 
1,035

 
(4,053
)
 
183

Income tax (expense) benefit
(9
)
 
(37
)
 
(795
)
 
12,424

Net (loss) income
$
(2,772
)
 
$
998

 
$
(4,848
)
 
$
12,607

 
 
 
 
 
 
 
 
Net (loss) income per share:
 
 
 
 
 
 
 
Basic
$
(0.14
)
 
$
0.05

 
$
(0.24
)
 
$
0.65

Diluted
$
(0.14
)
 
$
0.05

 
$
(0.24
)
 
$
0.63

Dividends declared per common share
$
0.05

 
$
0.05

 
$
0.10

 
$
0.10

 
 
 
 
 
 
 
 
Weighted average shares outstanding – basic
19,979

 
19,529

 
19,957

 
19,489

Weighted average shares outstanding – diluted
19,979

 
20,038

 
19,957

 
19,991

 
 
 
 
 
 
 
 





Digirad Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
 
(in thousands, except share data)
June 30,
2017
 
December 31,
2016
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,782

 
$
2,203

Securities available-for-sale
187

 
917

Accounts receivable, net
13,643

 
14,503

Inventories, net
5,908

 
5,987

Restricted cash
358

 
1,376

Other current assets
1,880

 
2,093

 Total current assets
23,758

 
27,079

Property and equipment, net
29,839

 
31,407

Intangible assets, net
10,472

 
11,628

Goodwill
6,237

 
6,237

Deferred tax assets
26,878

 
27,019

Restricted cash
100

 
2,100

Other assets
1,010

 
793

Total assets
$
98,294

 
$
106,263

 
 
 
 
Liabilities:
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
5,661

 
$
6,514

Accrued compensation
4,940

 
3,962

Accrued warranty
174

 
196

Deferred revenue
2,807

 
3,123

Current portion of long-term debt

 
5,358

Other current liabilities
4,493

 
3,520

Total current liabilities
18,075

 
22,673

Long-term debt, net of current portion
17,478

 
16,070

Other liabilities
2,230

 
1,039

Total liabilities
37,783

 
39,782

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued or outstanding

 

Common stock, $0.0001 par value: 80,000,000 shares authorized; 19,977,984 and 19,892,557 shares issued and outstanding (net of treasury shares) at June 30, 2017 and December 31, 2016, respectively
2

 
2

Treasury stock, at cost; 2,588,484 shares at June 30, 2017 and December 31, 2016
(5,728
)
 
(5,728
)
Additional paid-in capital
150,070

 
151,696

Accumulated other comprehensive loss
(83
)
 
(52
)
Accumulated deficit
(83,750
)
 
(79,437
)
Total stockholders’ equity
60,511

 
66,481

Total liabilities and stockholders’ equity
$
98,294

 
$
106,263







Digirad Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share amounts)
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(2,772
)
 
$
998

 
$
(4,848
)
 
$
12,607

 
Acquired intangible amortization
 
578

 
578

 
1,156

 
1,157

 
Acquisition related contingent consideration valuation adjustment(1)
 

 
(3
)
 
(57
)
 
(3
)
 
Transaction and integration costs of DMS Health Technologies(2)
 

 
171

 

 
1,621

 
Litigation reserve(3)
 
1,339

 

 
1,339

 

 
Loss on extinguishment of debt
 
709

 

 
709

 

 
Income tax items(4)
 
1,806

 
67

 
3,154

 
(12,207
)
Non-GAAP adjusted net income
 
$
1,660

 
$
1,811

 
$
1,453

 
$
3,175

 
 
 
 
 
 
 
 
 
 
Net (loss) income per share - diluted(5)
 
$
(0.14
)
 
$
0.05

 
$
(0.24
)
 
$
0.63

 
Acquired intangible amortization
 
0.03

 
0.03

 
0.06

 
0.06

 
Acquisition related contingent consideration valuation adjustment(1)
 

 

 

 

 
Transaction and integration costs of DMS Health Technologies(2)
 

 
0.01

 

 
0.08

 
Litigation reserve(3)
 
0.07

 

 
0.07

 

 
Loss on extinguishment of debt
 
0.04

 

 
0.04

 

 
Income tax items(4)
 
0.09

 

 
0.16

 
(0.61
)
Non-GAAP adjusted net income per share - diluted(5)
 
$
0.08

 
$
0.09

 
$
0.07

 
$
0.16

 
 
 
 
 
 
 
 
 
 

 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(2,772
)
 
$
998

 
$
(4,848
)
 
$
12,607

 
Acquisition related contingent consideration valuation adjustment(1)
 

 
(3
)
 
(57
)
 
(3
)
 
Transaction and integration costs of DMS Health Technologies(2)
 

 
171

 

 
1,621

 
Litigation reserve(3)
 
1,339

 

 
1,339

 

 
Loss on extinguishment of debt
 
709

 

 
709

 

 
Depreciation and amortization
 
2,588

 
2,383

 
5,167

 
4,848

 
Stock-based compensation
 
296

 
257

 
559

 
480

 
Interest expense, net
 
303

 
379

 
618

 
750

 
Income tax expense (benefit)
 
9

 
37

 
795

 
(12,424
)
Non-GAAP adjusted EBITDA
 
$
2,472

 
$
4,222

 
$
4,282

 
$
7,879

 
 
 
 
 
 
 
 
 
 
(1) Reflects fair value adjustment to estimate of contingent consideration related to acquisitions.
(2) Reflects diligence, transaction, and integration costs related to the acquisition of DMS Health Technologies.
(3) Reflects tentative legal settlement reserve for wage and hour litigation, subject to court approval.
(4) Reflects income tax effect for adjusted financial data and acquisition related income tax adjustments, and adjustment to net operating loss carryforwards.
(5) 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, and sum of individual items may not equal the total.









Digirad Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
 
 
 
Three Months Ended
(in thousands, except per share amounts)
 
June 30, 2016
 
September 30, 2016
 
December 31, 2016
 
March 31, 2017
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
998

 
$
(283
)
 
$
1,978

 
$
(2,076
)
 
$
(2,772
)
 
Acquired intangible amortization
 
578

 
578

 
578

 
578

 
578

 
Acquisition related contingent consideration valuation adjustment(1)
 
(3
)
 
(5
)
 
(56
)
 
(57
)
 

 
Investment impairment loss(2)
 

 
414

 

 

 

 
Transaction and integration costs of DMS Health Technologies(3)
 
171

 
127

 
173

 

 

 
Goodwill impairment
 

 

 
338

 

 

 
Litigation reserve(4)
 

 

 

 

 
1,339

 
Loss on extinguishment of debt
 

 

 

 

 
709

 
Income tax items(5)
 
67

 
170

 
25

 
1,348

 
1,806

Non-GAAP adjusted net income (loss)
 
$
1,811

 
$
1,001

 
$
3,036

 
$
(207
)
 
$
1,660

 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per share - diluted(6)
 
$
0.05

 
$
(0.01
)
 
$
0.10

 
$
(0.10
)
 
$
(0.14
)
 
Acquired intangible amortization
 
0.03

 
0.03

 
0.03

 
0.03

 
0.03

 
Acquisition related contingent consideration valuation adjustment(1)
 

 

 

 

 

 
Investment impairment loss(2)
 

 
0.02

 

 

 

 
Transaction and integration costs of DMS Health Technologies(3)
 
0.01

 
0.01

 
0.01

 

 

 
Goodwill impairment
 

 

 
0.02

 

 

 
Litigation reserve(4)
 

 

 

 

 
0.07

 
Loss on extinguishment of debt
 

 

 

 

 
0.04

 
Income tax items(5)
 

 
0.01

 

 
0.07

 
0.09

Non-GAAP adjusted net income (loss) per share - diluted(6)
 
$
0.09

 
$
0.05

 
$
0.15

 
$
(0.01
)
 
$
0.08

 
 
 
 
 
 
 
 
 
 
 
 





 
 
 
Three Months Ended
(in thousands)
 
June 30, 2016
 
September 30, 2016
 
December 31, 2016
 
March 31, 2017
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
998

 
$
(283
)
 
$
1,978

 
$
(2,076
)
 
$
(2,772
)
 
Acquisition related contingent consideration valuation adjustment(1)
 
(3
)
 
(5
)
 
(56
)
 
(57
)
 

 
Investment impairment loss(2)
 

 
414

 

 

 

 
Transaction and integration costs of DMS Health Technologies(3)
 
171

 
127

 
173

 

 

 
Litigation reserve(4)
 

 

 

 

 
1,339

 
Loss on extinguishment of debt
 

 

 

 

 
709

 
Goodwill impairment
 

 

 
338

 

 

 
Depreciation and amortization
 
2,383

 
2,489

 
2,552

 
2,579

 
2,588

 
Stock-based compensation
 
257

 
274

 
270

 
263

 
296

 
Interest expense, net
 
379

 
342

 
320

 
315

 
303

 
Income tax (benefit) expense
 
37

 
202

 
(194
)
 
786

 
9

Non-GAAP adjusted EBITDA
 
$
4,222

 
$
3,560

 
$
5,381

 
$
1,810

 
$
2,472

 
 
 
 
 
 
 
 
 
 
 
 

(1) Reflects fair value adjustment to estimate of contingent consideration related to acquisitions.
(2) Reflects impairment losses related to investment in Perma-Fix Medical. Amounts consist of impairment of a Supply Agreement entered into between the two parties, a loss related to the initial excess of the transaction price over fair value and a write-down of the investment to its fair market value that was considered other than temporary.
(3) Reflects diligence, transaction, and integration costs related to the acquisition of DMS Health Technologies.
(4) Reflects tentative legal settlement reserve for wage and hour litigation, subject to court approval.
(5) Reflects income tax effect for adjusted financial data and acquisition related income tax adjustments, and adjustment to net operating loss carryforwards.
(6) 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, and sum of individual items may not equal the total.


Digirad Corporation
Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)
 
Six Months Ended June 30,
(in thousands)
2017
 
2016
Net cash provided by operating activities
$
3,494

 
$
3,799

Purchases of property and equipment, net of dispositions
(615
)
 
(2,803
)
Free cash flow
$
2,879

 
$
996







Digirad Corporation
Supplemental Debt Information
(Unaudited)

The following table reflects outstanding principal balances and interest rates for the Company's debt at June 30, 2017 and December 31, 2016:
 
June 30, 2017
 
December 31, 2016
(in thousands)
Balance
Interest Rate
 
Balance
Interest Rate
Comerica
 
 
 
 
 
Revolving Line of Credit (1)
$
17,478

3.60
%
 
 
 
Wells Fargo
 
 
 
 
 
Term A (2)
 
 
 
$
17,382

3.15
%
Term B (2)
 
 
 
4,581

5.65
%
Revolving Line of Credit (2)
 
 
 

2.69
%
Total borrowing
$
17,478

 
 
$
21,963

 
 
(1) A Revolving Credit Agreement was entered into with Comerica Bank on June 21, 2017. The agreement consists of a revolving credit facility with a five-year term, maturing on June 21, 2022.
(2) All tranches of the Wells Fargo Credit Facility were paid in full on June 21, 2017 upon entering into a Revolving Credit Agreement with Comerica Bank.

Digirad Corporation
Supplemental Segment Information
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2017
 
2016 (1)
 
2017
 
2016 (1)
Revenue by segment:
 
 
 
 
 
 
 
Diagnostic Services
$
12,559

 
$
12,469

 
$
24,761

 
$
24,481

Diagnostic Imaging
2,943

 
3,418

 
5,726

 
7,000

Mobile Healthcare
10,980

 
12,197

 
21,652

 
24,190

Medical Device Sales and Service
3,304

 
4,006

 
6,727

 
7,576

Condensed consolidated revenue
$
29,786

 
$
32,090

 
$
58,866

 
$
63,247

Gross profit by segment:
 
 
 
 
 
 
 
Diagnostic Services
$
2,730

 
$
2,907

 
$
5,566

 
$
5,455

Diagnostic Imaging
1,053

 
1,851

 
2,179

 
3,566

Mobile Healthcare
1,859

 
2,581

 
3,442

 
5,532

Medical Device Sales and Service
1,391

 
2,426

 
2,953

 
4,277

Condensed consolidated gross profit
$
7,033

 
$
9,765

 
$
14,140

 
$
18,830

Income (loss) from operations by segment:
 
 
 
 
 
 
 
Diagnostic Services
$
402

 
$
222

 
$
738

 
$
203

Diagnostic Imaging
(261
)
 
641

 
(463
)
 
1,022

Mobile Healthcare
(133
)
 
178

 
(947
)
 
600

Medical Device Sales and Service
(420
)
 
602

 
(715
)
 
715

Segment (loss) income from operations
(412
)
 
1,643

 
(1,387
)
 
2,540

Litigation reserve
(1,339
)
 

 
(1,339
)
 

Transaction and integration costs of DMS Health Technologies

 
(171
)
 

 
(1,621
)
Condensed consolidated (loss) income from operations
$
(1,751
)
 
$
1,472

 
$
(2,726
)
 
$
919

(1) Segment information has been reclassified to conform to the current year presentation.