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| [May 15, 2008] |
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VeriChip Corporation Announces Financial Results for First Quarter 2008
DELRAY BEACH, Fla. --(Business Wire)-- VeriChip Corporation ("VeriChip" or the "Company") (NASDAQ:CHIP), a provider of radio frequency identification, or RFID, systems for healthcare and patient-related needs, today reported financial results for its first quarter ended March 31, 2008.
Revenue for the first quarter of 2008 was $8.6 million compared to revenue of $7.1 million for the first quarter of 2007, an increase of 20.9%, due to strong sales of the Company's infant protection and wander prevention products. Net loss in the first quarter of 2008 was $(2.8) million, or $(0.30) per share, compared to a net loss in the first quarter of 2007 of $(3.3) million, or $(0.47) per share. Gross profit for the first quarter of 2008 was $5.0 million, or a gross margin of 58.6%, compared to gross profit of $3.8 million, or a gross margin of 53.2%, in the first quarter of 2007.
As previously announced, VeriChip has entered into a definitive stock purchase agreement with The Stanley Works ("Stanley") for the sale of its wholly-owned Canadian subsidiary, Xmark Corporation ("Xmark"), for $45 million in cash.
Proxy Statement
The Company plans to file with the Securities and Exchange Commission ("SEC") and mail to its stockholders a proxy statement in connection with the special meeting of stockholders to be called to approve the Xmark transaction. The proxy statement will contain important information about the Company, the transaction and related matters. Investors and stockholders are urged to read the proxy statement carefully when it is available. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement from the Company by contacting Kay E. Langsford, at 1690 Congress Avenue, Suite 200, Delray Beach, Florida 33445.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed Xmark transaction. Information regarding the executive officers and directors of the Company is included in its Form 10-K/A filed with the SEC on April 29, 2008. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement to be filed with the SEC in connection with the proposed Xmark transaction.
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida, develops, markets and sells, RFID systems used to identify, locate and protect people and assets. VeriChip's goal is to become the leading provider of RFID systems for people in the healthcare industry. The Company recently began marketing Health Link, a passive RFID system for rapidly and accurately identifying people who arrive in an emergency room and are unable to communicate. This system uses the first human-implantable passive RFID microchip cleared for medical use in October 2004 by the United States Food and Drug Administration.
For more information on VeriChip, please call 1-800-970-2447, or email info@verichipcorp.com. Additional information can be found online at www.verichipcorp.com.
Forward Looking Statements
Certain statements made in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements regarding the intent, belief or current expectations, estimates or projections of the Company, its directors or its officers, and include among other items statements regarding the timing of distributing a proxy statement and holding a stockholder meeting, the closing of the Xmark transaction with Stanley, and of the plan to sell the VeriMed Health Link business or the Company. When used in this release, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are generally intended to identify forward-looking statements. Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur. Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, management's ability to successfully satisfy the conditions to the closing of the Xmark transaction with Stanley, the ability of the Company to comply with its obligations under agreements governing indebtedness or obtain waivers from lenders in the event of non-compliance, the continued availability of liquidity and capital resources required to complete these transactions, particularly in the event that such transactions require more time than management anticipates, and other factors.
Additional information about these and other factors that could affect the Company's business is set forth in the Company's various filings with the Securities and Exchange Commission, including those set forth in the Company's 10-K filed on March 28, 2008, as amended, under the caption "Risk Factors." The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.
Non-GAAP Financial Measure
To supplement the Company's unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company provides adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA is defined as operating loss plus depreciation and amortization, and other non-cash items (such as equity-based compensation) and non-recurring items as presented in the Company's Unaudited Condensed Consolidated Statement of Operations. Adjusted EBITDA should not be considered as an alternative to operating income or net income (as determined in accordance with GAAP) as a measure of the Company's operating performance or to net cash provided by operating, investing and financing activities (as determined in accordance with GAAP) as a measure of the Company's ability to meet cash needs. The Company believes that adjusted EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company's operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to capital structure, depreciation and amortization or non-operating factors (such as historical cost). This information has been disclosed here to permit a more complete comparative analysis of the Company's operating performance relative to other companies. Adjusted EBITDA may not, however, be comparable in all instances to other similar types of measures.
For supplemental information to facilitate evaluation of the impact of non-cash charges, non-recurring charges, and comparisons with historical results, see the attached tables showing the detailed reconciliation of results reported under GAAP to non-GAAP results for the first quarter of 2008 and the first quarter of 2007.
Certain prior year amounts have been reclassified to conform to current year presentation.
VeriChip Corporation
Unaudited Condensed Consolidated Statements of Operations Data
(Amounts in thousands except per share data)
Three Months Ended
------------------
March 31
------------------
2008 2007
--------- --------
Product revenue $ 8,052 $ 6,680
Service revenue 546 431
--------- --------
Total revenue 8,598 7,111
Cost of product 3,121 3,069
Cost of services 437 262
--------- --------
Total cost of products and services 3,558 3,331
Gross profit 5,040 3,780
Operating expenses:
Selling, general and administrative 6,110 5,317
Research and development 1,101 1,372
--------- --------
Total operating expenses 7,211 6,689
Operating loss (2,171) (2,909)
Interest income and other expense, net 52 (61)
Interest expense 361 388
--------- --------
Total other expense 413 327
Loss before income tax provision (2,584) (3,236)
Provision for income taxes 283 45
--------- --------
Loss from continuing operations (2,867) (3,281)
Net income (loss) from Discontinued Operations 24 (32)
--------- --------
Net loss $(2,843) $(3,313)
========= ========
Net loss per common share from continuing operations
- basic and diluted $ (0.30) $ (0.47)
========= ========
Net loss (income) per common share from discontinued
operations - basic and diluted $ (0.00) $ 0.00
========= ========
Net loss per common share - basic and diluted $ (0.30) $ (0.47)
========= ========
Weighted average number of shares outstanding -
basic and diluted 9,604 7,106
========= ========
VeriChip Corporation
Unaudited Condensed Consolidated Balance Sheet Data
(Amounts in thousands)
March 31, December 31,
----------- ------------
2008 2007
----------- ------------
Assets
Current Assets:
Cash $ 4,935 $ 7,221
Accounts receivable, net of allowance for
doubtful accounts of $229 (2007 - $144) 5,395 5,243
Inventories, net of allowance 2,604 2,335
Prepaid expenses and other current assets 2,130 1,301
Deferred tax asset - 216
Current assets from Discontinued operations 19 202
----------- ------------
Total Current Assets 15,083 16,518
Equipment, net of accumulated depreciation 875 952
Intangible assets, net of accumulated
amortization 16,304 16,752
Goodwill 15,776 15,776
----------- ------------
Total Assets $ 48,038 $ 49,998
=========== ============
Liabilities and Stockholders' Equity
Current Liabilities:
Bank indebtedness $ - $ 1,515
Accounts payable 1,086 1,855
Accrued expenses and other current
liabilities 3,704 4,237
Note payable to stockholder, current portion - 2,167
Note payable 8,000 -
Current liabilities from Discontinued
operations - 71
----------- ------------
Total Current Liabilities 12,790 9,845
Deferred tax liability 3,693 3,809
Note payable to stockholder, less current
portion 7,595 10,753
----------- ------------
Total Liabilities 24,078 24,407
Stockholders' Equity:
Capital stock:
Preferred stock: Authorized 5,000 shares of
$0.001 par value; none outstanding - -
Common stock:
Authorized 40,000 shares $0.01 par value;
11,007 and 10,144 shares issued and
outstanding at March 31, 2008 and December
31, 2007, respectively 110 101
Additional paid-in capital 55,689 54,486
Accumulated deficit (31,802) (28,959)
Accumulated other comprehensive loss -
foreign currency translation (37) (37)
----------- ------------
Total Stockholders' Equity 23,960 25,591
----------- ------------
Total Liabilities and Stockholders' Equity $ 48,038 $ 49,998
=========== ============
VeriChip Corporation
Unaudited Segment Reporting Data
(Amounts in thousands)
Three Months Ended March 31, 2008
----------------------------------------------------
Healthcare
Security Industrial Implantable Corporate Total
---------- ---------- ----------- --------- --------
Product revenue $6,474 $1,575 $ 3 $ - $ 8,052
Service revenue 150 396 - - 546
---------- ---------- ----------- --------- --------
Total revenue 6,624 1,971 3 - 8,598
Gross profit 3,865 1,172 3 - 5,040
Operating costs
and expenses:
Selling, general
and
administrative 2,209 653 1,312 1,936 6,110
Research and
development 641 298 162 - 1,101
---------- ---------- ----------- --------- --------
Total operating
expenses 2,850 951 1,474 1,936 7,211
---------- ---------- ----------- --------- --------
Operating income
(loss) $1,015 $ 221 $(1,471) $(1,936) $(2,171)
========== ========== =========== ========= ========
Non-GAAP
Reconciliation:
Operating income
(loss) $1,015 $ 221 $(1,471) $(1,936) $(2,171)
Depreciation and
amortization 544 36 9 9 598
Non-cash equity
compensation - - 88 793 881
Severance and
other exit costs - - - - -
---------- ---------- ----------- --------- --------
Adjusted EBITDA $1,559 $ 257 $(1,374) $(1,134) $ (692)
========== ========== =========== ========= ========
Three Months Ended March 31, 2007
----------------------------------------------------
Healthcare
Security Industrial Implantable Corporate Total
---------- ---------- ----------- --------- --------
Product revenue $5,199 $1,480 $ 1 $ - $ 6,680
Service revenue 111 320 - - 431
---------- ---------- ----------- --------- --------
Total revenue 5,310 1,800 1 - 7,111
Gross profit 2,703 1,076 1 - 3,780
Operating costs
and expenses:
Selling, general
and
administrative 1,995 515 1,177 1,630 5,317
Research and
development 1,065 307 - - 1,372
---------- ---------- ----------- --------- --------
Total operating
expenses 3,060 822 1,177 1,630 6,689
---------- ---------- ----------- --------- --------
Operating income
(loss) $ (357) $ 254 $(1,176) $(1,630) $(2,909)
========== ========== =========== ========= ========
Non-GAAP
Reconciliation:
Operating income
(loss) $ (357) $ 254 $(1,176) $(1,630) $(2,909)
Depreciation and
amortization 430 171 12 12 625
Non-cash equity
compensation - - 67 600 667
Severance and
other exit costs 277 68 - - 345
---------- ---------- ----------- --------- --------
Adjusted EBITDA $ 350 $ 493 $(1,097) $(1,018) $(1,272)
========== ========== =========== ========= ========
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