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NightHawk Radiology Holdings, Inc. Announces Fourth Quarter and Full-Year 2005 Results

COEUR D'ALENE, Idaho, March 9, 2006 /PRNewswire-FirstCall via COMTEX News Network/ -- NightHawk Radiology Holdings, Inc. (Nasdaq: NHWK), a leading provider of nighttime and weekend emergency radiology services to radiology groups across the United States, today announced its financial results for the fourth quarter and full-year ended December 31, 2005. The company reported significantly higher revenues and operating income for both the quarter and the year compared to the comparable periods in 2004.

"Our strong financial results in both the fourth quarter and the year, including record annual revenues and operating income, demonstrate the growing need for teleradiology services in today's marketplace," said Dr. Paul Berger, chairman and chief executive officer. "We believe we are leading a significant transformation in the professional practice of radiology by combining proprietary workflow technology and outstanding U.S. board certified radiologists to create significant efficiencies in, and quality of, patient care. Combining this platform with the low growth in the number of U.S. radiologists and the high growth of the high-tech imaging market has allowed NightHawk to develop an extensive customer base and to build a service offering that is second to none in our industry. These factors have fueled our growth to date and will also be the driving force of our success in the upcoming year."

Fourth Quarter Results

For the fourth quarter ended December 31, 2005, revenue increased 59% to $18.5 million compared with $11.6 million for the fourth quarter of 2004. This produced operating income of $5.2 million during the quarter compared to $2.7 million in the fourth quarter of 2004, an increase of 90%.

For the fourth quarter ended December 31, 2005 our adjusted net income was $3.1 million, or $0.13 per diluted share, a 53% increase over fourth quarter 2004 adjusted net income of $2.0 million, or $0.09 per diluted share. Our adjusted net income excludes the effects of the following non-cash items: the change in the fair value of the conversion feature in the company's redeemable preferred stock, preferred stock accretion, preferred stock dividends and stock compensation (net of tax effect). Net loss under GAAP for the fourth quarter of 2005, which included an $11.6 million charge resulting from a change in the fair value of the conversion feature in the company's redeemable preferred stock, was $9.1 million, or ($0.52) per share, compared with a GAAP net loss of $26 thousand, for the fourth quarter of 2004. A reconciliation of our adjusted net income to our GAAP net income is included in the tables attached to this press release and on our corporate website under the heading investor relations.

During the fourth quarter, cash flow from operations increased 163% to $6.1 million compared to $2.3 million in the fourth quarter of 2004.

Full-Year Results

For the year ended December 31, 2005, revenue increased 63% to $64.1 million compared with $39.3 million for the same period of 2004. This produced operating income of $17.3 million during the year compared to $11.7 million in the prior year, an increase of 48%.

For the year ended December 31, 2005, our adjusted net income was $12.3 million, or $0.51 per diluted share, representing a 50% increase over the prior year of $8.2 million, or $0.28 per diluted share. Our adjusted net income excludes the effects of the following non-cash items: the change in the fair value of the conversion feature in the company's redeemable preferred stock, preferred stock accretion, preferred dividends and stock compensation (net of tax). Net loss under GAAP for the full-year 2005, which included a $39.7 million charge resulting from the change in the fair value of the conversion feature in the company's redeemable preferred stock, was $36.5 million, or ($2.11) per share, compared with net income of $2.6 million, or $0.11 per share, in 2004. A reconciliation of our adjusted net income to our GAAP net income is included in the tables attached to this press release and on our corporate website under the heading investor relations.

Cash flow from operations in 2005 increased 20% to $12.3 million from $10.2 million in 2004.

Commenting on the company's full-year results, Dr. Berger said, "2005 was a very strong year. We grew sales 63% year-over-year, added 166 new customers and increased our staff of highly qualified radiologists by 20. At the end of the year we were providing services to 463 customers serving 860 hospitals, which equates to approximately 15% of all hospitals in the U.S. We are providing a vital service that our customers need, and we're doing it very efficiently with state-of-the-art technology. This translated into an excellent financial performance for the company in 2005."

Change in Fair Value of Redeemable Preferred Stock

As described more fully in the company's registration statement and prospectus filed with the Securities and Exchange Commission, NightHawk had entered into a stockholders agreement with the holders of its Series A preferred stock pursuant to which it had agreed to repurchase all or any portion of the shares of redeemable preferred stock. This feature, along with the conversion feature of the preferred stock, was considered an embedded derivative under SFAS No. 133. The company adjusted the carrying value of the embedded derivative to the estimated fair value and recognized the change in such estimated value in its consolidated statement of operations. The company has incurred charges for this expense up to the date of its IPO on February 9, 2006. These charges, along with preferred stock accretion and preferred dividends, are non-cash in nature and terminated upon the IPO.

Initial Public Offering

On February 9, 2006, the company completed an initial public offering of 5.8 million shares at a price of $16 per share. NightHawk received cash proceeds of approximately $86.3 million from the offering, a portion of which was used to repay outstanding debt and interest of $30.1 million. The remainder is available for general corporate purposes and to help fund the company's growth strategy, which includes (1) the expansion of the company's core service offerings, (2) the possible acquisitions of complementary businesses, and (3) the expansion of the company's services to further support radiologists in their practices and improve the quality of care for their patients.

Outlook

Dr. Berger concluded, "We are delighted with our operational and financial success in 2005. Our goal is to continue to build upon our position as the leading U.S. off-hours emergency radiology services provider by growing beyond nighttime and weekend hours. Our operating model, customer base, and group of outstanding radiologists provide a strong foundation from which to extend the same efficiencies and quality of care to daytime services. In addition, as a result of our IPO in early February, we now have the resources to expand the scope of our service and support offerings in order to drive further revenue and earnings growth."

Conference Call & Webcast

A conference call will be held today, Thursday, March 9, 2006 at 11:00 a.m. (ET). A live webcast of the conference call as well as a replay will be available online on the company's corporate Web site at http://www.nighthawkrad.net . Participants can also access the call by dialing 800-257-1836 (within the United States and Canada), or 303-262-2194 (international callers). A replay of the call will be available approximately two hours after the call has ended and will be available until 11:59 p.m. (CT) on Thursday, March 23, 2006. To access the replay, dial 800-405-2236 (within the United States and Canada), or 303-590-3000 (international callers) and enter the conference ID number: 11055405.

About NightHawk

NightHawk, headquartered in Coeur d'Alene, Idaho, is a leading provider of nighttime and weekend emergency radiology services to radiology groups across the United States. Its team of highly-qualified, U.S. state-licensed and hospital-privileged radiologists use its proprietary workflow technology to provide radiology group customers in the United States radiological interpretations primarily from centralized reading facilities located in Sydney, Australia and Zurich, Switzerland.

Forward-Looking Statements

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding the company's growth strategy, the expansion of its current service offerings, and the possibility of acquisitions of complementary businesses. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, competitive conditions in the radiology industry, and regulatory risks. Other factors that could cause operating and financial results to differ are described in the company's prospectus filed with the Securities and Exchange Commission on February 9, 2006. Other risks may be detailed from time to time in reports to be filed with the SEC. NightHawk does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

Adjusted net income as described in this release and in the attached financial statement tables is not a measure of financial performance under generally accepted accounting principles (GAAP) and should not be considered a substitute for or superior to GAAP net income. Management believes the non- GAAP results provide useful information to both management and investors by excluding certain expenses that may not be indicative of our core results and provides for consistency in financial reporting. We provide these non-GAAP financial measures because we believe they provide greater transparency with respect to supplemental information used by management in its financial and operational decision making. Specifically, these non-GAAP measures are provided to enhance investor's overall understanding of our current financial performance and our future prospects. For reconciliation of adjusted net income to GAAP net income, please refer to the information included in the attached tables of this press release and on our corporate website under the heading investor relations.

Financial Statements to follow:



                         CONSOLIDATED BALANCE SHEETS

                                              December 31,      December 31,
    ASSETS                                       2004              2005
                                              (unaudited)       (unaudited)
    Current assets:
      Cash and cash equivalents                $5,813,861       $12,610,487
      Trade accounts receivable, net            6,072,502        10,485,571
      Deferred income taxes                            -             19,839
      Prepaids and other current assets           340,513         2,164,126
               Total current assets            12,226,876        25,280,023
    Property and equipment, net                 3,042,598         5,079,280
    Goodwill                                      954,788         1,335,788
    Intangible assets, net                      1,004,322         3,431,418
    Other assets, net                              33,746           409,253
             Total                            $17,262,330       $35,535,762


    LIABILITIES

    Current liabilities:
      Accounts payable and accrued
       expenses                                $3,194,066        $5,502,977
      Dividends declared                               -          7,000,000
      Accrued payroll and related
       benefits                                 1,844,179         2,366,430
      Accrued interest payable                    248,219           424,601
      Acquisition consideration payable           500,000                -
      Deferred income taxes                        25,334                -
      Long-term debt, due within one year       2,250,000         6,229,991
               Total current liabilities        8,061,798        21,523,999
    Long-term debt                              9,750,000        17,773,438
    Fair value of redeemable preferred
     stock conversion feature                   5,527,777        45,256,250
    Deferred income taxes                         128,846           630,303
               Total liabilities               23,468,421        85,183,990

    Redeemable common stock                     4,408,394        15,356,253
    Redeemable convertible preferred
     stock                                     12,094,465        13,156,916

    STOCKHOLDERS' EQUITY (DEFICIT):
      Common stock- 40,000,000 shares
       authorized; $.001 par value;
       15,522,867 and 15,838,139 shares
       issued and outstanding at
       December 31, 2004 and December 31,
       2005, respectively                          15,523            15,838
      Additional paid-in capital                2,916,406         9,434,351
      Retained earnings (deficit)             (25,640,879)      (87,611,586)

            Total stockholders' equity
             (deficit)                        (22,708,950)      (78,161,397)

    Total                                     $17,262,330       $35,535,762



                    CONSOLIDATED STATEMENTS OF OPERATIONS
                          Three months ended          Twelve months ended
                             December 31,                 December 31,
                          2004          2005          2004           2005
                             (Unaudited)                  (Unaudited)

    Service revenue   $11,609,372   $18,473,941   $39,283,002    $64,061,528

    Operating costs
     and expenses:
      Professional
       services
       (includes non-
       cash
       compensation
       expense of
       $687,714,
       $394,363,
       $1,544,781
       and $916,170)    4,781,511     6,604,962    15,049,399     22,401,184
      Sales, general,
       and
       administrative
       (includes non-
       cash
       compensation
       expense of
       $109,521,
       $97,955,
       $144,822 and
       $3,273,018)      3,908,919     6,193,385    11,991,386     22,988,027
      Depreciation
       and
       amortization       207,229       521,159       528,126      1,350,536

        Total operating
         costs and
         expenses       8,897,659    13,319,506    27,568,911     46,739,747

    Operating income    2,711,713     5,154,435    11,714,091     17,321,781

    Other income
     (expense):
      Interest
       expense           (275,740)     (455,069)     (880,671)    (1,178,323)
      Interest income      21,016        32,837        40,835         67,072
      Other, net           23,100         9,668       (28,953)       (51,147)
      Change in fair
       value of
       redeemable
       preferred
       stock
       conversion
       feature         (1,290,509)  (11,618,750)   (3,857,500)   (39,728,473)

        Total other
         income
         (expense)     (1,522,133)  (12,031,314)   (4,726,289)   (40,890,871)

        Income (loss)
         before income
         taxes          1,189,580    (6,876,879)    6,987,802    (23,569,090)

    Income tax expense    957,226     1,961,282     3,662,563      6,391,302

    Net income (loss)     232,354    (8,838,161)    3,325,239    (29,960,392)

    Redeemable preferred
     stock accretion     (258,894)     (272,440)     (764,742)    (1,062,451)
    Preferred dividends                                           (5,486,555)


    Income (loss)
     applicable to
     common
     stockholders        $(26,540)  $(9,110,601)   $2,560,497   $(36,509,398)

    Earnings (loss)
     per common share:
      Basic and
       diluted            $(0.002)       $(0.52)        $0.11         $(2.11)

    Weighted averages
     of common shares
     outstanding:
      Basic and
       diluted         16,907,329    17,509,558    24,196,437     17,273,970



                    CONSOLIDATED STATEMENTS OF OPERATIONS
          RECONCILIATION BETWEEN GAAP AND ADJUSTED NET INCOME (LOSS)

                                                Three months ended
                                                 December 31, 2004
                                                    (unaudited)
                                          GAAP      Adjustments  As Adjusted

    Service revenue                   $11,609,372                $11,609,372

    Operating costs and expenses:
      Professional services (includes
       non-cash compensation
       expense of  $687,714 and
       $394,363)                        4,781,511    $(687,714)    4,093,797
      Sales, general, and
       administrative (includes non-
       cash compensation expense of
       $109,521 and $97,955)            3,908,919     (109,521)    3,799,398
      Depreciation and amortization       207,229                    207,229

        Total operating costs
         and expenses                   8,897,659     (797,235)    8,100,424

    Operating income                    2,711,713      797,235     3,508,948

    Other income (expense):
      Interest expense                   (275,740)                  (275,740)
      Interest income                      21,016                     21,016
      Other, net                           23,100                     23,100
      Change in fair value of
       redeemable preferred stock
       conversion feature              (1,290,509)   1,290,509

        Total other income (expense)   (1,522,133)   1,290,509      (231,624)

        Income (loss) before
         income taxes                   1,189,580    2,087,744     3,277,324

    Income tax expense                    957,226      310,922     1,268,148

    Net income (loss)                     232,354    1,776,822     2,009,176

    Redeemable preferred stock
     accretion                           (258,894)     258,894


    Income (loss) applicable to
     common stockholders                 $(26,540)  $2,035,716    $2,009,176


    Earnings (loss) per share:
      Basic                                $(0.00)                     $0.12
      Diluted                              $(0.00)                     $0.09
    Weighted average shares outstanding:
      Basic                             16,907,329                 16,907,329
      Diluted                           16,907,329                 23,407,332


                                               Three months ended
                                                December 31, 2005
                                                   (unaudited)
                                         GAAP      Adjustments   As Adjusted

    Service revenue                  $18,473,941                 $18,473,941

    Operating costs and expenses:
      Professional services
       (includes non-cash
       compensation expense of
       $687,714 and $394,363)          6,604,962     $(394,363)    6,210,599
      Sales, general, and
       administrative (includes
       non-cash compensation expense
       of $109,521 and $97,955)        6,193,385       (97,955)    6,095,430
      Depreciation and amortization      521,159                     521,159

        Total operating costs
         and expenses                 13,319,506      (492,318)   12,827,188

    Operating income                   5,154,435       492,318     5,646,753

    Other income (expense):
      Interest expense                  (455,069)                   (455,069)
      Interest income                     32,837                      32,837
      Other, net                           9,668                       9,668
      Change in fair value of
       redeemable preferred stock
       conversion feature            (11,618,750)   11,618,750

        Total other income (expense) (12,031,314)   11,618,750      (412,564)

        Income (loss) before
         income taxes                 (6,876,879)   12,111,068     5,234,189

    Income tax expense                 1,961,282       192,004     2,153,286

    Net income (loss)                 (8,838,161)   11,919,064     3,080,903

    Redeemable preferred stock
     accretion                          (272,440)      272,440


    Income (loss) applicable to
     common stockholders             $(9,110,601)  $12,191,504    $3,080,903


    Earnings (loss) per share:
      Basic                                $(0.52)                      $0.18
      Diluted                              $(0.52)                      $0.13
    Weighted average shares
     outstanding:
      Basic                            17,509,558                  17,509,558
      Diluted                          17,509,558                  24,415,664



                    CONSOLIDATED STATEMENTS OF OPERATIONS
          RECONCILIATION BETWEEN GAAP AND ADJUSTED NET INCOME (LOSS)

                                                Twelve months ended
                                                 December 31, 2004
                                                    (unaudited)
                                          GAAP      Adjustments  As Adjusted

    Service revenue                   $39,283,002                $39,283,002

    Operating costs and expenses:
      Professional services (includes
       non-cash compensation
       expense of  $1,544,781 and
       $916,170)                       15,049,399  $(1,544,781)   13,504,618
      Sales, general, and
       administrative (includes
       non-cash compensation expense
       of $144,822 and $3,273,018)     11,991,386     (144,822)   11,846,564
      Depreciation and amortization       528,126                    528,126

        Total operating costs
         and expenses                  27,568,911   (1,689,603)   25,879,308

    Operating income                   11,714,091    1,689,603    13,403,694

    Other income (expense):
      Interest expense                   (880,671)                  (880,671)
      Interest income                      40,835                     40,835
      Other, net                          (28,953)                   (28,953)
      Change in fair value of
       redeemable preferred stock
       conversion feature              (3,857,500)   3,857,500

        Total other income (expense)   (4,726,289)   3,857,500      (868,789)

        Income (loss) before
         income taxes                   6,987,802    5,547,103    12,534,905

    Income tax expense                  3,662,563      658,945     4,321,508

    Net income (loss)                   3,325,239    4,888,158     8,213,397

    Redeemable preferred stock
     accretion                           (764,742)     764,742
    Preferred dividends

    Income (loss) applicable to
     common stockholders               $2,560,497   $5,652,900    $8,213,397

    Earnings (loss) per share:
      Basic                                 $0.11                      $0.34
      Diluted                               $0.11                      $0.28
    Weighted average shares
     outstanding:
      Basic                            24,196,437                 24,196,437
      Diluted                          24,196,437                 29,071,440


                                               Twelve months ended
                                                December 31, 2005
                                                   (unaudited)
                                        GAAP       Adjustments   As Adjusted

    Service revenue                  $64,061,528                 $64,061,528

    Operating costs and expenses:
      Professional services
       (includes non-cash
       compensation expense of
       $1,544,781 and $916,170)       22,401,184     $(916,170)   21,485,014
      Sales, general, and
       administrative (includes
       non-cash compensation expense
       of $144,822 and $3,273,018)    22,988,027    (3,273,018)   19,715,009
      Depreciation and amortization    1,350,536                   1,350,536

        Total operating
         costs and expenses           46,739,747    (4,189,188)   42,550,559

    Operating income                  17,321,781     4,189,188    21,510,969

    Other income (expense):
      Interest expense                (1,178,323)                 (1,178,323)
      Interest income                     67,072                      67,072
      Other, net                         (51,147)                    (51,147)
      Change in fair value of
       redeemable preferred stock
       conversion feature            (39,728,473)   39,728,473

        Total other income (expense) (40,890,871)   39,728,473    (1,162,398)

        Income (loss) before
         income taxes                (23,569,090)   43,917,661    20,348,571

    Income tax expense                 6,391,302     1,633,783     8,025,085

    Net income (loss)                (29,960,392)   42,283,878    12,323,486

    Redeemable preferred stock
     accretion                        (1,062,451)    1,062,451
    Preferred dividends               (5,486,555)    5,486,555

    Income (loss) applicable to
     common stockholders            $(36,509,398)  $48,832,884   $12,323,486

    Earnings (loss) per share:
      Basic                               $(2.11)                      $0.71
      Diluted                             $(2.11)                      $0.51
    Weighted average shares
     outstanding:
      Basic                           17,273,970                  17,273,970
      Diluted                         17,273,970                  23,967,786


     Media inquiries:

     Lonny White
     lonny@scanloncc.com
     or Elizabeth Scanlon
     elizabeth@scanloncc.com
     Scanlon Corporate Communications
     312-372-4400

     Investor inquiries:

     Andrea Clegg
     NightHawk Radiology Holdings, Inc.
     866-402-4295 or 208-292-2818
     aclegg@nighthawkrad.net


     "NHWKF"

SOURCE NightHawk Radiology Holdings, Inc.

Media, Lonny White, lonny@scanloncc.com , or Elizabeth Scanlon,
elizabeth@scanloncc.com , both of Scanlon Corporate Communications, +1-312-372-4400;
or Investors, Andrea Clegg of NightHawk Radiology Holdings, Inc., +1-866-402-4295 or
+1-208-292-2818, or aclegg@nighthawkrad.net
http://www.prnewswire.com

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