UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.02. Results of Operations and Financial Condition.
On May 12, 2022, Co-Diagnostics, Inc. (the “Company”) issued a press release announcing financial results for its first quarter ended March 31, 2022. The full text of the press release, which includes information regarding the Company’s use of a non-GAAP financial measure, is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD. Disclosure.
The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.: | Description: | |
99.1 | Press Release, dated May 12, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CO-DIAGNOSTICS, INC. | ||
Date: May 12, 2022 | By: | /s/ Brian Brown |
Name: | Brian Brown | |
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 99.1
Co-Diagnostics Reports Solid First Quarter 2022 Financial Results
Strong results highlighted by record first quarter revenue of $22.7 million and diluted EPS of $0.34
SALT LAKE CITY, May 12, 2022— Co-Diagnostics, Inc. (NASDAQ: CODX), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, announced today financial results for the first quarter ended March 31, 2022.
First-Quarter 2022 Financial Results:
● | Revenue of $22.7 million, primarily due to sales of the Logix Smart™ COVID-19 Test |
● | Gross profit increased to $19.4 million, representing 85.5% of consolidated revenue |
● | Operating income of $9.8 million compared to $10.3 million a year ago, due to an increase in research and development expense |
● | Income before taxes of $13.1 million |
● | Net income of $11.7 million, compared to a net income of $7.9 million in the prior-year first quarter, representing $0.34 per fully diluted share |
● | Adjusted EBITDA of $11.4 million |
● | Cash, cash equivalents, and marketable securities totalled $97.4 million as of March 31, 2022, an increase of $7.5 million from December 31, 2021 |
“We are incredibly proud to deliver another solid quarter of growth following our record results in 2021,” said Dwight Egan, Co-Diagnostics’ Chief Executive Officer. “We’ve made substantial progress in the development of our new Co-Dx™ PCR home diagnostic testing platform and look forward to submitting for FDA approval later this year.
“Looking forward, we are focused on completing development and FDA submission of the new platform,” continued Egan. “Our strong balance sheet and liquidity continue to position us well for additional investments in research and development that will fund our future growth initiatives. We believe we are at an important point in our growth trajectory that will enable us to expand into new verticals, new markets, and innovative molecular diagnostic solutions.
“While we remain very confident about the long-term potential of our business, our ability to accurately forecast Logix Smart™ COVID-19 Test sales through the balance of the year has diminished due to decreased mask mandates in the United States, continued emergence and spread of new variants, and persistently low vaccination rates in many parts of the world. As a result, it has become difficult to predict with any level of precision the cumulative impact of these and other factors on our future financial results. For these reasons, we are not providing quarterly guidance at this time and will reassess this position in the future,” concluded Egan.
First Quarter 2022 Business Highlights:
● | Continued optimization of performance and capabilities of Co-Dx PCR home testing platform in preparation for clinical trials and FDA submission |
● | CoSara JV received clearance from Indian regulators for hepatitis B viral load and high-risk HPV multiplex tests; CoSara JV approved test count currently stands at 14 |
● | Announced strategic additions to the Scientific Advisory board with the appointments of Carl Wittwer, M.D., Ph.D. as Chairman, and Karen C. Carroll, M.D, Noriko Kusukawa, Ph.D., and Anne Wyllie, Ph.D. who join Company co-founder Brent Satterfield, Ph.D. |
Conference Call and Webcast
Co-Diagnostics will host a conference call and webcast at 4:30 p.m. EDT today to discuss its financial results with analysts and institutional investors. The conference call and webcast will be available via:
Webcast: ir.codiagnostics.com on the Events & Webcasts page
Conference Call: 877-317-6789 (domestic) or 412-317-6789 (international)
The call will be recorded and later made available on the Company’s website: https://codiagnostics.com.
About
Co-Diagnostics, Inc.:
Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets new, state-of-the-art diagnostics technologies. The Company’s technology is utilized for tests that are designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests to locate genetic markers for use in industries other than infectious disease and license the use of those tests to specific customers.
Non-GAAP Financial Measures:
This press release contains adjusted EBITDA, which is a non-GAAP measure defined as net income excluding depreciation, amortization, income tax (benefit) expense, net interest (income) expense, stock-based compensation, and one-time transaction related costs. The Company believes that adjusted EBITDA provides useful information to management and investors relating to its results of operations. The Company’s management uses this non-GAAP measure to compare the Company’s performance to that of prior periods for trend analyses, and for budgeting and planning purposes. The Company believes that the use of adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other companies, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making.
Management does not consider the non-GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of the non-GAAP financial measure is that it excludes significant expenses that are required by GAAP to be recorded in the Company’s financial statements. In order to compensate for these limitations, management presents the non-GAAP financial measure together with GAAP results. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. A reconciliation tables of the net income, the most comparable GAAP financial measure to adjusted EBITDA, is included at the end of this release. The Company urges investors to review the reconciliation and not to rely on any single financial measure to evaluate the company’s business.
Forward-Looking
Statements:
This press release contains forward-looking statements. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. Forward-looking statements in this release include statements regarding (i) completion of development and FDA submission for approval of the new Co-Dx at-home/point-of-care PCR testing device, (ii) forecast of strong demand for our broad product portfolio across all end markets, and (iii) our strong balance sheet and liquidity will continue to position us well for additional investments in research and development that will fund our future growth initiatives. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances. Actual results may differ materially from those contemplated or anticipated by such forward-looking statements. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. There can be no assurance that any of the anticipated results will occur on a timely basis or at all due to certain risks and uncertainties, a discussion of which can be found in our Risk Factors disclosure in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 24, 2022, and in our other filings with the SEC. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.
Company Contact: | Investor Relations Contact: |
Andrew Benson | Zachary Mizener |
Head of Investor Relations | Lambert & Co. |
+1 801-438-1036 | +1 616-233-0500 |
investors@codiagnostics.com | zmizener@lambert.com |
CO-DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 2022 | December 31, 2021 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 97,421,739 | $ | 88,607,234 | ||||
Marketable investment securities | - | 1,255,266 | ||||||
Accounts receivable, net | 21,662,403 | 20,839,182 | ||||||
Inventory | 4,901,057 | 2,004,169 | ||||||
Prepaid expenses and other current assets | 1,278,598 | 2,338,444 | ||||||
Note receivable | 75,000 | 75,000 | ||||||
Total current assets | 125,338,797 | 115,119,295 | ||||||
Property and equipment, net | 2,252,853 | 1,933,216 | ||||||
Operating lease right-of-use asset | 604,837 | - | ||||||
Goodwill | 14,808,411 | 14,706,818 | ||||||
Intangible assets, net | 27,088,333 | 27,195,000 | ||||||
Investment in joint venture | 983,614 | 1,004,953 | ||||||
Note receivable | 75,000 | 75,000 | ||||||
Total assets | $ | 171,151,845 | $ | 160,034,282 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 1,215,049 | $ | 607,506 | ||||
Accrued expenses, current | 2,613,218 | 3,859,652 | ||||||
Operating lease liability, current | 283,299 | - | ||||||
Contingent consideration liabilities, current | 4,065,537 | 5,767,304 | ||||||
Income taxes payable | 4,843,592 | 2,213,088 | ||||||
Deferred revenue | - | 150,000 | ||||||
Total current liabilities | 13,020,695 | 12,597,550 | ||||||
Long-term liabilities | ||||||||
Income taxes payable | 1,284,745 | 1,067,853 | ||||||
Deferred tax liability | 5,868,728 | 7,228,444 | ||||||
Operating lease liability | 275,672 | - | ||||||
Contingent consideration liabilities | 2,987,214 | 4,665,337 | ||||||
Total long-term liabilities | 10,416,359 | 12,961,634 | ||||||
Total liabilities | 23,437,054 | 25,559,184 | ||||||
Stockholders’ equity | ||||||||
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | - | - | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,984,068 and 33,819,862 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 33,984 | 33,820 | ||||||
Additional paid-in capital | 81,796,933 | 80,271,999 | ||||||
Accumulated earnings | 65,883,874 | 54,169,279 | ||||||
Total stockholders’ equity | 147,714,791 | 134,475,098 | ||||||
Total liabilities and stockholders’ equity | $ | 171,151,845 | $ | 160,034,282 |
CO-DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Revenue | $ | 22,699,044 | $ | 20,024,769 | ||||
Cost of revenue | 3,281,951 | 3,272,565 | ||||||
Gross profit | 19,417,093 | 16,752,204 | ||||||
Operating expenses | ||||||||
Sales and marketing | 2,652,148 | 1,197,546 | ||||||
General and administrative | 2,922,195 | 2,935,689 | ||||||
Research and development | 3,771,327 | 2,217,063 | ||||||
Depreciation and amortization | 247,264 | 67,005 | ||||||
Total operating expenses | 9,592,934 | 6,417,303 | ||||||
Income from operations | 9,824,159 | 10,334,901 | ||||||
Other income (expense) | ||||||||
Interest income | 11,393 | 14,657 | ||||||
Loss on disposition of assets | (93,421 | ) | - | |||||
Gain on remeasurement of acquisition contingencies | 3,379,890 | - | ||||||
(Loss) on equity method investment in joint venture | (21,339 | ) | (464,943 | ) | ||||
Total other income (expense) | 3,276,523 | (450,286 | ) | |||||
Income before income taxes | 13,100,682 | 9,884,615 | ||||||
Income tax provision | 1,386,087 | 1,985,640 | ||||||
Net income | $ | 11,714,595 | $ | 7,898,975 | ||||
Earnings per common share: | ||||||||
Basic | $ | 0.35 | $ | 0.28 | ||||
Diluted | $ | 0.34 | $ | 0.26 | ||||
Weighted average shares outstanding: | ||||||||
Basic | 33,935,570 | 28,662,885 | ||||||
Diluted | 34,711,476 | 30,002,729 |
CO-DIAGNOSTICS, INC. AND SUBSIDIARIES
GAAP AND NON-GAAP MEASURES
(Unaudited)
Reconciliation of net income to adjusted EBITDA:
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Net income | $ | 11,714,595 | $ | 7,898,975 | ||||
Interest income | (11,393 | ) | (14,657 | ) | ||||
Depreciation and amortization | 247,264 | 67,005 | ||||||
Transaction costs (1) | 78,229 | - | ||||||
Change in fair value of contingent consideration | (3,379,890 | ) | - | |||||
Stock-based compensation expense | 1,375,097 | 1,513,012 | ||||||
Income tax provision | 1,386,087 | 1,985,640 | ||||||
Adjusted EBITDA | $ | 11,409,989 | $ | 11,449,975 |
(1) Expenses incurred relating to the acquisitions of Idaho Molecular and Advanced Conceptions
Cover |
May 12, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 12, 2022 |
Entity File Number | 1-38148 |
Entity Registrant Name | CO-DIAGNOSTICS, INC. |
Entity Central Index Key | 0001692415 |
Entity Tax Identification Number | 46-2609363 |
Entity Incorporation, State or Country Code | UT |
Entity Address, Address Line One | 2401 S. Foothill Drive |
Entity Address, Address Line Two | Suite D |
Entity Address, City or Town | Salt Lake City |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84109 |
City Area Code | (801) |
Local Phone Number | 438-1036 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | CODX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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