DIGIRAD CORPORATION (NASDAQ:DRAD) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03.Entry into a Material Definitive Agreement.

On February 1, 2018, DMS Heath Technologies, Inc. (“DMS”), an indirect wholly owned subsidiary of Digirad Corporation (“Digirad” or the “Company”) completed the previously announced sale of its customer contracts relating to its post-warranty service business to Philips North America LLC (“Philips”) to an Asset Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2017, by and between DMS and Philips (the “Transaction”). The post warranty service contracts sold to Philips in the Transaction encompass a portion of the Company’s Medical Device Sales and Service reportable segment as reported in the Company’s period filings on Forms 10-K and 10-Q.

On January 30, 2018, in connection with the closing of the Transaction, Digirad entered into Amendment No. 1 to Revolving Credit Agreement (the “Amendment”) with Comerica Bank, a Texas banking association (“Comerica”), amending the Revolving Credit Agreement, dated June 21, 2017, by and between the Company and Comerica (the “Credit Agreement”). The Amendment amends the Credit Agreement in order to, among other things, reduce the Revolving Commitment from $25,000,000 to $20,000,000 and modify the definition of “Adjusted EBITDA,” “FCCR Capital Expenditures” and “Revolving Credit Commitment”.

The foregoing summaries of the Purchase Agreement and Amendment are qualified in their entirety by reference to the text of the Purchase Agreement, which will be included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Amendment described above under Item 2.03 is incorporated into this Item 2.03 by reference. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 2.03 by reference.

In connection with the closing of Transaction described above in Item 2.03, the management of the Company is conducting an impairment review under applicable accounting rules to determine whether, and to what extent, the closing of the Transaction creates any impairment to goodwill or other intangible assets.

On February 2, 2018, the Company issued a press release relating to the Transaction. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K and incorporated into this Item 2.03 by reference.

Item 2.03Financial Statements and Exhibits.

(d)Exhibits

DIGIRAD CORP Exhibit
EX-10.1 2 exhibit101comericadebtrevo.htm EXHIBIT 10.1 Exhibit AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTThis Amendment No. 1 to Revolving Credit Agreement (“Amendment”) dated January 30,…
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About DIGIRAD CORPORATION (NASDAQ:DRAD)

Digirad Corporation is a provider of diagnostic solutions. The Company’s business is organized into two segments: Diagnostic Services and Diagnostic Imaging. The Company provides in-office nuclear cardiology and ultrasound imaging services. It also provides cardiac event monitoring services to physician practices, hospitals and imaging centers through its Diagnostic Services business segment. The Company sells solid-state gamma cameras for nuclear cardiology and general nuclear medicine applications, as well as provides service on the products it sells through its Diagnostic Imaging business segment. Diagnostic Services also offers remote cardiac event monitoring services, which include provision of a monitor, remote monitoring by registered nurses and monitoring support for its patients and physician customers. Its nuclear cameras feature detectors based on solid-state technology. Its cameras are used in hospitals, imaging centers, physician offices, and by mobile service providers.