Add
DIGA to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| DIGA > SEC Filings for DIGA > Form 8-K on 26-Jun-2009 | All Recent SEC Filings |
26-Jun-2009
Other Events
SFAS 160
Effective January 1, 2009, Digital Angel Corporation (the "Company", "we" or "our") adopted Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin ("ARB") No. 51 ("FAS 160"). This statement amended ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. In addition, FAS 160 changes the way the consolidated statement of operations is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. This statement also establishes a single method of accounting for changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. This statement was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. FAS 160 is required to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, except for the presentation and disclosure requirement which is required to be applied retrospectively for all periods presented.
The following tables set forth our consolidated statement of operations data and consolidated balance sheet data as of and for each of the years in the five year period ended December 31, 2008 as presented in our 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2009 and as re-presented to reflect the adoption of FAS 160 on our selected financial data as indicated. The adoption of FAS 160 did not have an impact on our calculation of loss/earnings per share.
The selected financial data presented below should be read in conjunction with our consolidated financial statements and related notes, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and other financial information appearing in our 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2009.
SELECTED FINANCIAL DATA AS ORIGINALLY REPORTED
For the Fiscal Year Ended December 31,
2008 2007 2006 2005 2004
(in thousands)
Statement of Operations Data as Originally
Reported:
Revenue $ 78,172 $ 77,794 $ 54,053 $ 53,853 $ 44,460
Cost of sales 51,850 48,963 31,779 29,663 24,782
Gross profit 26,322 28,831 22,274 24,190 19,678
Selling, general and administrative expense 34,295 44,338 34,487 28,065 24,673
Research and development 3,146 4,702 3,442 3,534 2,712
Restructuring, severance and separation
expenses 3,678 - - - -
Goodwill and asset impairments 35,467 4,632 - - -
Operating loss (50,264 ) (24,841 ) (15,655 ) (7,409 ) (7,707 )
Gain on sale of assets - 691 - - -
Interest and other income (expense), net 2,722 444 1,734 2,056 1,874
Interest (expense) recovery (10,892 ) (6,720 ) (3,076 ) 2,327 (2,728 )
Loss from continuing operations before
benefit (provision) for taxes, minority
interest and gains (losses) attributable to
capital transactions of subsidiary (58,434 ) (30,426 ) (16,997 ) (3,026 ) (8,561 )
Benefit (provision) for income taxes 165 (160 ) 198 656 (1 )
Loss from continuing operations before
minority interest and gains
(losses) attributable to capital
transactions of subsidiary (58,269 ) (30,586 ) (16,799 ) (2,370 ) (8,562 )
Minority interest (122 ) 8,011 2,368 (73 ) (415 )
Net (loss) gain on capital transactions of
subsidiary - (629 ) 322 411 11,090
(Loss) gain attributable to changes in
minority interest as a result of capital
transactions of subsidiary - (3,632 ) 135 598 (20,203 )
Loss from continuing operations (58,391 ) (26,836 ) (13,974 ) (1,434 ) (18,090 )
Income (loss) from discontinued operations,
net of income taxes of $0, $1,043, $260,
$209 and $76 258 (5,184 ) (13,235 ) (8,731 ) 791
Net loss (58,133 ) (32,020 ) (27,209 ) (10,165 ) (17,299 )
Preferred stock dividends and other - - - (1,573 ) -
Accretion of beneficial conversion feature
of preferred stock - - - (474 ) -
Net loss attributable to common stockholders $ (58,133 ) $ (32,020 ) $ (27,209 ) $ (12,212 ) $ (17,299 )
As of December 31,
2008 2007 2006 2005 2004
(in thousands)
Balance Sheet Data as Originally Reported:
Cash and cash equivalents $ 1,807 $ 2,222 $ 6,071 $ 20,561 $ 30,053
Restricted cash - 90 81 310 327
Current assets from discontinued operations 5 23,503 20,847 23,248 12,768
Property and equipment 8,834 12,014 10,339 9,497 7,063
Goodwill and intangibles, net 30,214 57,367 56,410 52,850 47,632
Other assets from discontinued operations 32 35,729 53,464 58,109 25,907
Total assets 64,206 167,636 172,225 185,958 140,188
Current liabilities of discontinued operations 10 13,866 30,434 28,276 18,768
Long-term debt 6,942 17,217 14,192 15,657 2,288
Total debt 15,524 31,448 20,585 18,367 2,485
Other liabilities of discontinued operations - 6,439 7,683 5,666 745
Minority interest 45 208 46,140 48,325 52,644
Minority interest, discontinued operations - 13,157 2,934 1,437 1,669
Stockholders' equity 22,660 70,995 43,864 66,546 40,844
|
SELECTED FINANCIAL DATA AS RE-PRESENTED TO REFLECT THE ADOPTION OF FAS 160
For the Fiscal Year Ended December 31,
2008 2007 2006 2005 2004
(in thousands)
Statement of Operations Data as Re-Presented
to Reflect the Adoption of FAS 160:
Loss from continuing operations, as reported $ (58,391 ) $ (26,836 ) $ (13,974 ) $ (1,434 ) $ (18,090 )
Remove minority interest (to present below
as noncontrolling interest) (122 ) 8,011 2,368 (73 ) (415 )
Net loss from continuing operations,
re-presented (58,269 ) (34,847 ) (16,342 ) (1,361 ) (17,675 )
Income (loss) from discontinued operations
attributable to Digital Angel Corporation,
net of income taxes of $0, $1,043, $260,
$209 and $76 258 (5,184 ) (13,235 ) (8,731 ) 791
Net loss, re-presented (58,011 ) (40,031 ) (29,577 ) (10,092 ) (16,884 )
(Income) loss attributable to noncontrolling
interest (122 ) 8,011 2,368 (73 ) (415 )
Net loss attributable to Digital Angel
Corporation (58,133 ) (32,020 ) (27,209 ) (10,165 ) (17,299 )
Preferred stock dividends and other - - - (1,573 ) -
Accretion of beneficial conversion feature
of preferred stock - - - (474 ) -
Net loss attributable to common stockholders
of Digital Angel Corporation $ (58,133 ) $ (32,020 ) $ (27,209 ) $ (12,212 ) $ (17,299 )
As of December 31,
2008 2007 2006 2005 2004
(in thousands)
Balance Sheet Data Re-Presented to Reflect
the Adoption of FAS 160:
Stockholders' equity attributable to Digital
Angel Corporation, as reported $ 22,660 $ 70,995 $ 43,864 $ 66,546 $ 40,844
Reclassify noncontrolling interest from
continuing operations to stockholders'
equity 45 208 46,140 48,325 52,644
Reclassify noncontrolling interest from
discontinued operations to stockholders'
equity - 13,157 2,934 1,437 1,669
Stockholders' equity attributable to
noncontrolling interest 45 13,365 49,074 49,762 54,313
Stockholders' equity, re-presented $ 22,705 $ 84,360 $ 92,938 $ 116,308 $ 95,157
|
Litigation
On June 19, 2009, Michael Krawitz, who was for many years the former General Counsel and during 2007 the Chief Executive Officer of the Company (and who, therefore, as a signator of the Company's filings with the SEC on Forms 10-Q and 10-K and was expected and legally required to be intimately familiar with the operations and financial affairs of the Company), filed a lawsuit in the United States District Court for the Southern District of Florida against the Company. Because the Company has not yet been served with the lawsuit, the following discussion is necessarily subject to possible later amplification upon a thorough review and analysis of all allegations and claims. The lawsuit also names as defendants Joseph Grillo, the Company's current Chief Executive Officer and Director, as well as Daniel Penni, Michael Zarriello, John Block and Dennis Rawan, who are members of the Company's Board of Directors. The lawsuit alleges, among other things, that the defendants engaged in deceptive conduct in inducing Mr. Krawtiz to amend his employment agreement to accept stock in lieu of cash owed for severance payments claimed to be due under this agreement. The alleged deceptive conduct includes allegations that the Company made misrepresentations to Mr. Krawitz during the time he was serving as the Company's CEO and General Counsel. These alleged misrepresentations include issues regarding the financial health and operations of the Company and its consolidated subsidiaries and promises which the defendants allegedly knew could not be kept. The lawsuit alleges violations of state and federal securities laws and other common law claims including breach of contract, fraudulent inducement and common law fraud. Mr. Krawitz seeks damages in excess of $1,000,000, plus attorneys' fees and expenses. The Company believes strongly that the complaint is frivolous and entirely without merit and intends to aggressively defend the lawsuit, including the assertion of all applicable defenses and potential counterclaims.
|
|