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EX-99.2 - EX-99.2 - STAR EQUITY HOLDINGS, INC.exhibit992-2020q1useof.htm
8-K - 8-K - STAR EQUITY HOLDINGS, INC.drad8-k2020q1earningsr.htm

Exhibit 99.1
News Release
For immediate release
May 15, 2020
Digirad Corporation Reports Financial Results for the
First Quarter Ended March 31, 2020
Suwanee, GA. - Digirad Corporation (Nasdaq: DRAD; DRADP) (“Digirad” or the “Company”) reported today its financial results for the first quarter (Q1) ended March 31, 2020.
Q1 2020 Financial Highlights vs. Q1 2019 *
Total revenue increased to $28.9 million from $23.9 million
Gross profit increased to $4.4 million from $4.0 million
Net loss was $3.0 million compared to a net loss of $1.7 million
Non-GAAP adjusted EBITDA from continuing operations decreased to $0.5 million from $0.8 million
Non-GAAP free cash flow of $0.6 million versus $(2.1) million

* Since September 10, 2019, Digirad has been operating as a diversified holding company (“HoldCo”) with three business divisions: Healthcare, Building & Construction, and Real Estate & Investments. Digirad’s Q1 2020 results include financial and operational data of the two newly created divisions - Building & Construction and Real Estate & Investments. No operational or financial data was recorded in the 2019 period for these two divisions.

Jeff Eberwein, Chairman of Digirad, noted, “Similar to many other companies, our operations started to be impacted in Q1 2020 by the nationwide shutdown due to the COVID-19 pandemic. Although scanning revenue for our Healthcare division started to decline in March, we believe we will be able to recover most of the lost revenue in the coming quarters once doctors offices and hospitals resume performing scanning procedures. Our Building & Construction division experienced delays in a couple of major commercial projects in Q1 2020, but we have built a substantial backlog over the last year which we believe will lead to strong revenue growth going forward.”

Mr. Eberwein continued, “During the first quarter of 2020, we continued to execute on our HoldCo growth strategy and value enhancement initiatives which we believe will lead to increased revenue, cash flow, earnings and, ultimately, stockholder value. Over time we expect to use our cash flow to accelerate our growth by funding both internal growth investments and bolt-on acquisitions. We will also look to create new business divisions in the future through the disciplined acquisition of businesses, complementary to our holding company structure. In addition, we are exploring the potential divestiture of non-strategic assets.

The growth strategy for our Building & Construction division is to expand the commercial construction business at KBS and as previously announced, KBS is currently involved in multiple discussions for several large commercial projects for the construction of multi-family housing units in the Greater Boston area. Even if just a few of these projects are awarded, they would require a significantly higher utilization rate for KBS’s manufacturing plant in South Paris, Maine and an increased investment in working capital. Three of these projects are in advanced stages of negotiation and are expected to start production in the coming months. If awarded, these three projects alone are expected to generate revenue of over $10 million for KBS through the production of nearly 250 building modules. In 2019, KBS generated approximately $12 million of revenue and produced approximately 230 building modules, entirely for the residential market using its South Paris, Maine plant. At full capacity, this plant can produce between 500 and 600 building modules per year. KBS has built a potential sales pipeline of more than $50 million (approximately 1,000 building modules) which, if fully materialized, could eventually require the re-opening of our currently idled Oxford, Maine plant, which also has production capacity of 500 to 600 building modules per year.”


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Revenue

The Company’s total Q1 2020 revenue increased by 20.7% to $28.9 million from $23.9 million in the first quarter of the prior year.
Revenue in $ millionQ1 2020Q1 2019% change
Healthcare$23,342  $23,912  (2.4)%
Building & Construction5,484  —  — %
Real Estate & Investments189  —  — %
Corporate, eliminations and other(158) —  — %
Total Revenue$28,857  $23,912  20.7 %

Revenue for the Healthcare division for Q1 2020 decreased from Q1 2019 due to a $0.9 million decline in scanning revenue, offset by a $0.3 million increase in camera sales. Starting in mid-March, many doctors offices temporarily closed and many hospitals stopped performing non-emergency procedures, tests, and scans due to the COVID-19 pandemic.

Gross Profit
Gross Profit in $ millionQ1 2020Q1 2019% change
Healthcare$4,072  $3,981  2.3 %
Building & Construction403  —  — %
Real Estate & Investments124  —  — %
Corporate, eliminations and other(158) —  — %
Total Gross Profit$4,441  $3,981  11.6 %

Q1 2020 gross profit for the Healthcare division increased by 2.3% from the prior year’s quarter, due to an increase in mobile healthcare interim rental service, a favorable mix of services provided, and lower equipment maintenance costs.
Operating Expenses
Q1 2020 marketing, sales, general and administrative (MSG&A) expenses increased by 28.9% or $1.4 million from the same period in the prior year, mainly due to expenses attributable to the Building & Construction division and as well as audit-related expenses related to the ATRM merger, which were not included in the prior year period.
Non-GAAP Adjusted EBITDA
Q1 2020 non-GAAP adjusted EBITDA from continuing operations decreased to $0.5 million from $0.8 million in the same quarter of the prior year due to lower revenue from high-margin mobile scanning services and general and administrative expenses from the Building & Construction division, not included in the prior year period.
Net Loss
Q1 2020 net loss from continuing operations for the first quarter was $3.0 million, or $1.44 per basic and diluted share, compared to net loss of $1.7 million, or $0.82 per basic and diluted share in the same period in the prior year. Q1 2020 non-GAAP adjusted net loss from continuing operations was $1.7 million, or $0.81 per basic and diluted share, compared to adjusted net loss of $1.0 million, or $0.51 per basic and diluted share in the same period of the prior year.
Operating cash flow
Q1 2020 cash flow from operations was an inflow of $0.6 million, compared to an outflow of $2.2 million for the same period in the prior year.
Free Cash Flow
The Company calculates a non-GAAP measure of free cash flow. The Company defines free cash flow as net cash provided by (used in) operating activities, less purchases of property and equipment, plus net dispositions of property and equipment, and the acquisition-related net working capital. The Company believes this measure of free cash flow provides management and investors further useful information about cash generation (or use) in our primary operations.

Q1 2020 non-GAAP free cash flow was an inflow of $0.6 million, compared to an outflow of $2.1 million in the same quarter in the prior year period.
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Net Operating Loss Carryforward (NOL)
Finally, Digirad Corporation has approximately $91.6 million of usable net operating losses (“NOL”) in the U.S. as of year end 2019, which the Company considers to be a very valuable asset for its stockholders. In order to protect the value of the NOL for all stockholders, the Company has a charter amendment in place that limits beneficial ownership of Digirad common stock to 4.99%. Stockholders who wish to own more than 4.99% of Digirad common stock, or who already own more than 4.99% of Digirad common stock and wish to buy more, may only acquire additional shares with the Board’s prior written approval.

COVID-19 Pandemic Update

As disclosed in the Company's press releases issued on April 7, 2020, as well as in our S-1 issued on April 30, 2020, our business has begun to be adversely impacted by the recent COVID-19 outbreak and the accompanying economic downturn. This downturn, as well as the uncertainty regarding the duration, spread, and intensity of the outbreak, has led to an initial reduction in demand for our services. The expected timeline for this reduction in demand for our services remains uncertain and difficult to predict considering the rapidly evolving landscape.

The Company is vigilantly monitoring the situation surrounding COVID-19 pandemic and will continue to proactively address this situation as it evolves. Due to the flexibility of its workforce and the actions it is taking, the Company is confident it can continue to efficiently manage its business and mitigate risks in this challenging environment, while retaining the ability to meet clients' needs when activity improves.
Conference Call Information
A conference call is scheduled for 11:00 a.m. ET (8:00 a.m. PT) on May 15, 2020 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://ir.digirad.com/events-presentations; an archived replay of the webcast will be available within 15 minutes of the end of the conference call.

If you have any questions, either prior to or after our scheduled Earnings Conference call, please e-mail ir@digirad.com or lcati@equityny.com.

Use of Non-GAAP Financial Measures by Digirad Corporation

This release presents the non-GAAP financial measures “adjusted net income (loss),” “adjusted net income (loss) per basic and diluted share,” “free cash flow”, and “adjusted EBITDA.” The most directly comparable measure for these non-GAAP financial measures are net income and basic and diluted net income per share. The Company has included below unaudited adjusted financial information, which presents the Company’s results of operations after excluding acquired intangible asset amortization, acquisition related contingent consideration adjustments, unrealized gain (loss) on available-for-sale securities, and non-recurring related income tax adjustments. Further excluded in the measure of adjusted EBITDA are 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 15, 2020.
About Digirad Corporation
Digirad Corporation is a diversified holding company with three operating divisions: Healthcare, Building & Construction, and Real Estate & Investments.
Healthcare Division (Digirad Health)
Digirad Health designs, manufactures, and distributes diagnostic medical imaging products. Digirad Health operates in three businesses: Diagnostic Services, Mobile Healthcare, and Diagnostic Imaging. The Diagnostic Services business offers imaging and monitoring services to healthcare providers as an alternative to purchasing the equipment or outsourcing the procedure. The Mobile Healthcare business provides contract diagnostic imaging, including computerized tomography (“CT”), magnetic resonance imaging (“MRI”), positron emission tomography (“PET”), PET/CT, and nuclear medicine and healthcare expertise through a convenient mobile service. The Diagnostic Imaging business develops, sells, and maintains solid-state gamma cameras.
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Building & Construction Division (ATRM)
ATRM Holdings, Inc. (“ATRM”) manufactures modular housing units for commercial and residential applications. ATRM operates in two businesses: (i) modular building manufacturing and (ii) structural wall panel and wood foundation manufacturing, including building supply retail operations. The modular building manufacturing business is operated by KBS Builders, Inc. (“KBS”), the structural wall panel and wood foundation manufacturing segment is operated by EdgeBuilder, Inc. (“EdgeBuilder”), and the retail building supplies are sold through Glenbrook Building Supply, Inc. (“Glenbrook”). KBS Builders, EdgeBuilder and Glenbrook are wholly-owned subsidiaries of ATRM, which is a wholly-owned subsidiary of Digirad.
Real Estate & Investments Division
This business division manages the Company’s real estate assets and investments of HoldCo.

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release that are not statements of historical fact are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking Statements include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to acquisitions and related integration, development of commercially viable products, novel technologies, and modern applicable services, (ii) projections of income (including income/loss), EBITDA, earnings (including earnings/loss) per share, free cash flow (FCF), capital expenditures, cost reductions, capital structure or other financial items, (iii) the future financial performance of Digirad Corporation or acquisition targets and (iv) the assumptions underlying or relating to any statement described above. Moreover, forward-looking statements necessarily involve assumptions on the Company’s part. These forward-looking statements generally are identified by the words “believe”, “expect”, “anticipate”, “estimate”, “project”, “intend”, “plan”, “should”, “may”, “will”, “would”, “will be”, “will continue” or similar expressions. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described above as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the substantial amount of debt of the Company and the Company’s ability to repay or refinance it or incur additional debt in the future; the Company’s need for a significant amount of cash to service and repay the debt and to pay dividends on the Company preferred stock; the restrictions contained in the debt agreements that limit the discretion of management in operating the business; the length of time associated with servicing customers; losses of significant contracts; disruptions in the relationship with third party vendors; accounts receivable turnover; insufficient cash flows and resulting in liquidity; the Company's inability to expand the Company's business; unfavorable changes in the extensive governmental legislation and regulations governing healthcare providers and the provision of healthcare services and the competitive impact of such changes (including unfavorable changes to reimbursement policies); high costs of regulatory compliance; the liability and compliance costs regarding environmental regulations; the underlying condition of the technology support industry; the lack of product diversification; development and introduction of new technologies and intense competition in the healthcare industry; existing or increased competition; risks to the price and volatility of the Company’s common stock and preferred stock; stock volatility and in liquidity; risks to preferred stockholders of not receiving dividends and risks to the Company’s ability to pursue growth opportunities if the Company continues to pay dividends according to the terms of the Company preferred stock; the Company’s ability to execute on its business strategy (including any cost reduction plans); the Company’s failure to realize expected benefits of restructuring and cost-cutting actions; the Company’s ability to preserve and monetize its net operating losses; risks associated with the Company’s possible pursuit of acquisitions; the Company’s ability to consummate successful acquisitions and execute related integration, including to successfully integrate ATRM’s operations and realize the synergies from the acquisition of ATRM, as well as factors related to the Company’s business (including ATRM) including economic and financial market conditions generally and economic conditions in the Company’s markets; failure to keep pace with evolving technologies and difficulties integrating technologies; system failures; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; and the continued demand for and market acceptance of the Company’s services. For a detailed discussion of cautionary statements and risks that may affect the Company’s future results of operations and financial results, please refer to the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the risk factors in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. This release reflects management’s views as of the date presented.
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All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

For more information contact:
Digirad CorporationThe Equity Group
Jeffrey E. EberweinLena Cati
Chairman of the BoardThe Equity Group
203-489-9501212-836-9611
ir@digirad.comlcati@equityny.com


(Financial tables follow)
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Digirad Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(In thousands, except for per share amounts)
Three Months Ended March 31,
20202019
Revenues:
Healthcare
$23,342  $23,912  
Building and Construction
5,484  —  
Real Estate and Investments
31  —  
Total revenues
28,857  23,912  
Cost of revenues:
Healthcare
19,270  19,931  
Building and Construction
5,081  —  
Real Estate and Investments
65  —  
Total cost of revenues
24,416  19,931  
Gross profit4,441  3,981  
Total gross profit (loss) percentage15.4 %16.6 %
Healthcare17.4 %16.6 %
Building and Construction7.3 %— %
Real Estate and Investments(109.7)%— %
Operating expenses:
Marketing, sales and general and administrative expenses
6,228  4,833  
Amortization of intangible assets
817  283  
Total operating expenses
7,045  5,116  
Loss from operations(2,604) (1,135) 
Other expense:
Other income (expense), net
160  (198) 
Interest expense, net
(475) (181) 
Loss on extinguishment of debt
—  (151) 
Total other expense(315) (530) 
Loss before income taxes(2,919) (1,665) 
Income tax (expense) benefit
(34)  
Net loss(2,953) (1,657) 
    Deemed dividend on Series A redeemable preferred stock(484) —  
Net loss attributable to common shareholders$(3,437) $(1,657) 
Net loss per share, attributable to common shareholders — basic and diluted:$(1.67) $(0.82) 
Weighted-average shares outstanding – basic and diluted2,055  2,028  
Net loss$(2,953) $(1,657) 
Other comprehensive income (loss):
Reclassification of tax provision impact —  22  
Total other comprehensive income—  22  
Comprehensive loss$(2,953) $(1,635) 

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Digirad Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share amounts)
March 31,
2020
December 31,
2019
Assets:
Current assets:
Cash and cash equivalents$1,423  $1,821  
Restricted cash169  240  
Equity securities18  26  
Accounts receivable, net14,933  18,571  
Inventories, net6,617  7,097  
Other current assets1,416  1,794  
Total current assets24,576  29,549  
Property and equipment, net20,762  22,138  
Operating lease right-of-use assets5,310  4,827  
Intangible assets, net22,087  22,903  
Goodwill9,978  9,978  
Other assets1,094  1,165  
Total assets$83,807  $90,560  
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current liabilities:
Accounts payable$7,623  $8,932  
Accrued compensation3,456  4,579  
Accrued warranty347  421  
Deferred revenue1,626  1,786  
Short-term debt and current portion of long-term debt1,211  4,036  
Payable to related parties2,034  1,920  
Operating lease liabilities, current portion2,009  1,866  
Other current liabilities4,067  4,638  
Total current liabilities22,373  28,178  
Long-term debt, net of current portion18,775  17,038  
Deferred tax liabilities43  23  
Operating lease liabilities, net of current portion3,404  3,073  
Other liabilities1,359  1,551  
Total liabilities45,954  49,863  
Preferred stock, $0.0001 par value: 10,000,000 shares authorized: 10% Series A Cumulative Redeemable preferred stock, 8,000,000 shares liquidation preference ($10.00 per share), 1,915,637 shares issued or outstanding at March 31, 2020 and December 31, 2019, respectively20,086  19,602  
Stockholders’ equity:
Common stock, $0.0001 par value: 30,000,000 shares authorized; 2,055,158 and 2,050,659 shares issued and outstanding (net of treasury shares) at March 31, 2020 and December 31, 2019, respectively—  —  
Treasury stock, at cost; 258,849 shares at March 31, 2020 and December 31, 2019, respectively(5,728) (5,728) 
Additional paid-in capital144,977  145,352  
Accumulated deficit(121,482) (118,529) 
Total stockholders’ equity17,767  21,095  
Total liabilities, mezzanine equity and stockholders’ equity$83,807  $90,560  

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Digirad Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31,
20202019
Net loss from continuing operations$(2,953) $(1,657) 
Acquired intangible amortization814  283  
Unrealized loss (gain) on equity securities (1)
26  (28) 
Litigation costs (2)
160  —  
Loss on extinguishment of debt—  151  
Write-off of assets135  —  
Transaction cost (3)
115  230  
Income tax expense (benefit) 34  (8) 
Non-GAAP adjusted net loss from continuing operations$(1,669) $(1,029) 
Net loss per diluted share from continuing operations$(1.44) $(0.82) 
Acquired intangible amortization0.40  0.14  
Unrealized loss (gain) on equity securities (1)
0.01  (0.01) 
Litigation costs (2)
0.08  —  
Loss on extinguishment of debt—  0.07  
Write-off of assets0.07  —  
Transaction cost (3)
0.06  0.11  
Income tax expense0.02  —  
Non-GAAP adjusted net loss per basic and diluted share from continuing operations (4)
$(0.81) $(0.51) 

(1)Reflects change in fair value of investments in equity securities.
(2)Reflects one time litigation costs.
(3)Reflects legal and other costs related to the ATRM merger and HoldCo conversion.
(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, and sum of individual items may not equal the total.

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Digirad Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(In thousands)
Three Months Ended March 31,
20202019
Net loss from continuing operations$(2,953) $(1,657) 
Unrealized loss (gain) on equity securities (1)
26  (28) 
Litigation costs (2)
160  —  
Loss on extinguishment of debt—  151  
Depreciation and amortization2,407  1,809  
Stock-based compensation109  112  
Interest expense, net475  181  
Write-off of assets135  —  
Transaction cost (3)
115  230  
Income tax expense (benefit) 34  (8) 
Non-GAAP adjusted EBITDA from continuing operations$508  $790  

(1)Reflects change in fair value of investments in equity securities.
(2)Reflects one time litigation costs.
(3)Reflects legal and other costs related to the ATRM merger and HoldCo conversion.


Digirad Corporation
Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)
(In thousands)
Three Months Ended March 31,
20202019
Net cash provided by (used in) operating activities$623  $(2,185) 
Less purchases of property and equipment(158) (387) 
Gross free cash flow465  (2,572) 
Plus net dispositions23  257  
Plus merger related net working capital adjustment115  230  
Free cash flow$603  $(2,085) 

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Digirad Corporation
Supplemental Debt Information
(Unaudited)
(In thousands)
A summary of the Company’s credit facilities and related party notes are as follows (in thousands):
March 31, 2020December 31, 2019
AmountWeighted-Average Interest RateAmountWeighted-Average Interest Rate
Revolving Credit Facility - Gerber KBS$600  6.00 %$1,111  7.50 %
Revolving Credit Facility - Premier—  — %2,925  6.25 %
Total Short Term Revolving Credit Facilities$600  6.00 %$4,036  6.59 %
Revolving Credit Facility - SNB$15,321  3.49 %$17,038  4.26 %
Revolving Credit Facility - Gerber EBGL1,279  6.00 %—  — %
Total Long Term Revolving Credit Facilities$16,600  3.68 %$17,038  4.26 %
LSV Co-Invest I Promissory Note (“January Note”)$631  12.00 %$595  12.00 %
LSV Co-Invest I Promissory Note (“June Note”)1,086  12.00 %1,023  12.00 %
LSVM Note317  12.00 %302  12.00 %
Total Notes Payable From Related Parties$2,034  12.00 %$1,920  12.00 %

Term Loan Facilities
The following table presents the Star and Premier term loans balance net of unamortized debt issuance costs as of March 31, 2020 (in thousands):
March 31, 2020
Amount
Gerber - Star Term Loan$2,350  
Premier - Term Loan974  
Total Principal3,324  
Unamortized debt issuance costs(538) 
Total$2,786  


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Digirad Corporation
Supplemental Segment Information
(Unaudited)
(In thousands)
Three Months Ended March 31,
20202019
Revenue by segment
Diagnostic Services$10,814  $11,726  
Diagnostic Imaging2,861  2,523  
Mobile Healthcare9,667  9,663  
Building and Construction5,484  —  
Real Estate and Investments189  —  
Corporate, eliminations and other(158) —  
Consolidated revenue$28,857  $23,912  
Gross profit by segment:
Diagnostic Services$2,005  $2,581  
Diagnostic Imaging869  786  
Mobile Healthcare1,198  614  
Building and Construction403  —  
Real Estate and Investments124  —  
Corporate, eliminations and other(158) —  
Consolidated gross profit$4,441  $3,981  
Income (loss) from continuing operations by segment:
Diagnostic Services$1,024  $1,736  
Diagnostic Imaging521  343  
Mobile Healthcare177  (623) 
Building and Construction(859) —  
Real Estate and Investments106  —  
Corporate, eliminations and other(158) (2,591) 
Unallocated corporate and other expenses(3,415) —  
Segment loss from operations$(2,604) $(1,135) 
Depreciation and amortization by segment:
Diagnostic Services$329  $304  
Diagnostic Imaging63  78  
Mobile Healthcare1,378  1,427  
Building and Construction572  —  
Real Estate and Investments65  —  
Total depreciation and amortization$2,407  $1,809  


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