UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: February 28, 2013
(Date of earliest event reported)
Digirad Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
000-50789
(Commission File Number)
33-0145723
(IRS Employer
Identification Number)
13950 Stowe Drive, Poway, CA
(Address of principal executive offices)
92064
(Zip Code)
(858) 726-1600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Item 2.02. Results of Operations and Financial Condition On February 28, 2013, Digirad Corporation issued a press release announcing financial results for the three and twelve months ended December 31, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The disclosure herein under Item 2.02 and the related exhibit are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
|
Dated: February 28, 2013 |
DIGIRAD CORPORATION
By: /s/ Todd P. Clyde |
|
|
Exhibit No. | Description |
99.1 | Press Release of Digirad Corporation dated February 28, 2013 |
Announces New Strategic Direction, Changes in Management and Increase to Share Buyback Program
POWAY, CA -- (Marketwire - February 28, 2013) - Digirad Corporation (NASDAQ: DRAD) today reported preliminary 2012 fourth quarter revenue of $13.0 million, 2012 full-year revenue of $50.5 million and an ending cash, cash equivalents and available-for-sale securities balance of $27.2 million. The Company generated positive cash from operations during the fourth quarter ended December 31, 2012 and executed a small acquisition to complement its Digirad Imaging Solutions (DIS) division in the Southeastern U.S. Region.
Digirad CEO Todd Clyde commented, "We achieved solid commercial results in the 2012 fourth quarter. The DIS business continued to generate cash in the period. While camera sales were higher than anticipated, we continue to believe there is opportunity to improve the operating results of this business."
Clyde continued, "Over the past year, our Board of Directors has explored an exhaustive range of strategic options for the Company and our two divisions going forward. Those options included partnerships, acquisitions, divestitures and new product development. We are today announcing that our Board has determined that our primary focus as we move forward will be to grow and maximize cash flow from our DIS services business and to restructure our unprofitable Diagnostic Imaging camera business and cut costs. Our Board also approved plans to aggressively repurchase shares."
New Strategic Direction and Planned Management Changes:
The more specific elements of the strategy include:
Chairman of the Board of Directors Jeffrey E. Eberwein said, "The go-forward strategy will better maximize shareholder value by eliminating investment in currently less-productive assets and right-sizing the organization to run the service business. After the operational restructuring and management transition, we believe that we can drive annualized free cash flow to approximately $3 million to $4 million with our current service footprint, and the Company will aggressively return cash to shareholders via share buybacks. I want to thank the members of the Board and management team for their diligence and thoughtful input towards these determinations as well as their efforts to unlock the value in the Company going forward."
Preliminary Fourth Quarter 2012 Summary
Preliminary Year-to-Date Financial Highlights:
Conference Call Information
A conference call is scheduled for 10:00 a.m. EST today to discuss the results and management's outlook. The call may be accessed by dialing 877-941-1428 five minutes prior to the scheduled start time and referencing Digirad. A simultaneous webcast of the call may be accessed online from the Events & Presentations link on the Investor Relations page at www.digirad.com; an archived replay of the webcast will be available within 15 minutes of the end of the conference call.
About Digirad Corporation
Digirad is a leading provider of diagnostic imaging products. Digirad also provides the ability for its physician customers to lease its qualified personnel, imaging systems and related items required to perform nuclear imaging in their own offices. For more information, please visit www.digirad.com. Digirad® and Cardius® are registered trademarks of Digirad Corporation.
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 ability to deliver value to customers, the Company's ability to grow and generate positive cash flow, the ability to execute on restructuring activities, and ability to successfully execute acquisitions. 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 changes in business conditions, technology, customers' business conditions, reimbursement, radiopharmaceutical shortages, economic outlook, operational policy or structure, acceptance and use of Digirad's camera systems and services, reliability, recalls, analysis of potential impairment and restructuring charges, the conclusion of our audit and other risks detailed in Digirad's filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Digirad undertakes no obligation to revise or update the forward-looking statements contained herein.
Digirad Corporation Consolidated Statements of Comprehensive Loss (In thousands, except per share data) 2012 Results Preliminary - Subject to Change Three Months Ended Year Ended December 31, December 31, ------------------------ ------------------------ 2012 2011 2012 2011 ----------- ----------- ----------- ----------- (unaudited) (unaudited) (unaudited) (audited) Revenues: DIS $ 8,542 $ 8,955 $ 36,064 $ 37,794 Diagnostic Imaging 4,475 2,927 14,449 15,951 ----------- ----------- ----------- ----------- Total revenues 13,017 11,882 50,513 53,745 Cost of revenues: DIS 6,529 7,090 27,293 29,672 Diagnostic Imaging 2,706 1,698 8,956 9,315 ----------- ----------- ----------- ----------- Total cost of revenues 9,235 8,788 36,249 38,987 ----------- ----------- ----------- ----------- Gross profit 3,782 3,094 14,264 14,758 Operating expenses: Research and development 690 613 3,688 2,738 Marketing and sales 1,667 3,007 6,402 7,622 General and administrative 1,634 1,923 7,454 7,741 Amortization of intangible assets 49 78 233 331 Restructuring gain -- -- -- (164) ----------- ----------- ----------- ----------- Total operating expenses 4,040 5,621 17,777 18,268 ----------- ----------- ----------- ----------- Loss from operations (258) (2,527) (3,513) (3,510) Other income (expense): Interest income (expense) 18 (200) 97 165 Other income (34) (100) 77 3 ----------- ----------- ----------- ----------- Total other income (expense) (16) (300) 174 168 ----------- ----------- ----------- ----------- Net loss $ (274) $ (2,827) $ (3,339) $ (3,342) =========== =========== =========== =========== Net loss per common share - basic and diluted $ (0.01) $ (0.15) $ (0.17) $ (0.18) =========== =========== =========== =========== Weighted average shares outstanding - basic 19,276 19,193 19,274 19,052 =========== =========== =========== =========== Weighted average shares outstanding - diluted 19,276 19,193 19,274 19,052 =========== =========== =========== =========== Net loss $ (274) $ (2,827) $ (3,339) $ (3,342) Other comprehensive income (loss): Unrealized gain (loss) on marketable securities (9) 307 (16) (30) ----------- ----------- ----------- ----------- Total other comprehensive income (loss) (9) 307 (16) (30) ----------- ----------- ----------- ----------- Comprehensive loss $ (283) $ (2,520) $ (3,355) $ (3,372) =========== =========== =========== =========== Stock-based compensation expense is included in the above as follows: Cost of DIS revenue $ 2 $ 2 $ 7 $ 13 Cost of Product revenue 20 23 82 99 Research and development 19 20 78 84 Marketing and sales 27 24 127 110 General and administrative 91 119 336 494 ----------- ----------- ----------- ----------- Total stock-based compensation expense $ 159 $ 188 $ 630 $ 800 =========== =========== =========== =========== Digirad Corporation Consolidated Balance Sheets (In thousands, except per share data) 2012 Results Preliminary - Subject to Change December 31, December 31, 2012 2011 ------------ ------------ (unaudited) (audited) Assets Current assets: Cash and cash equivalents $ 19,514 $ 24,039 Securities available-for-sale 7,679 6,413 Accounts receivable, net 6,329 6,320 Inventories, net 6,150 6,178 Other current assets 732 855 Restricted cash 244 194 ------------ ------------ Total current assets 40,648 43,999 Property and equipment, net 4,693 5,367 Intangible assets, net 584 477 Goodwill 184 184 ------------ ------------ Total assets $ 46,109 $ 50,027 ============ ============ Liabilities Accounts payable $ 1,546 $ 1,330 Accrued compensation 2,364 2,291 Accrued warranty 326 297 Deferred revenue 1,849 2,099 Other accrued liabilities 1,814 2,397 ------------ ------------ Total current liabilities 7,899 8,414 Other liabilities 176 126 ------------ ------------ Total liabilities 8,075 8,540 ------------ ------------ Commitments and contingencies Stockholders' equity: Preferred stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued or outstanding -- -- Common stock, $0.0001 par value: 80,000,000 shares authorized; 19,144,448 and 18,901,160 shares issued and outstanding (net of treasury shares) at December 31, 2012 and 2011, respectively 2 2 Treasury stock, at cost; 1,073,641 shares and 582,825 shares at December 31, 2012 and 2011, respectively (2,086) (1,058) Additional paid-in capital 156,634 155,704 Accumulated other comprehensive income 17 33 Accumulated deficit (116,533) (113,194) ------------ ------------ Total stockholders' equity 38,034 41,487 ------------ ------------ Total liabilities and stockholders' equity $ 46,109 $ 50,027 ============ ============
Investor Contact: Matt Clawson Allen & Caron 949-474-4300 matt@allencaron.com Company Contact: Jeffry Keyes CFO 858-726-1600 ir@digirad.com