COEUR D'ALENE, Idaho, March 9 /PRNewswire-FirstCall/ -- 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 or Elizabeth Scanlon Scanlon Corporate Communications 312-372-4400 Investor inquiries: Andrea Clegg NightHawk Radiology Holdings, Inc. 866-402-4295 or 208-292-2818 "NHWKF" DATASOURCE: NightHawk Radiology Holdings, Inc. CONTACT: Media, Lonny White, , or Elizabeth Scanlon, , 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 Web site: http://www.nighthawkrad.net/

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