0001144204-11-013993.txt : 20110310 0001144204-11-013993.hdr.sgml : 20110310 20110310160517 ACCESSION NUMBER: 0001144204-11-013993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110310 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110310 DATE AS OF CHANGE: 20110310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSGENOMIC INC CENTRAL INDEX KEY: 0001043961 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 911789357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30975 FILM NUMBER: 11678563 BUSINESS ADDRESS: STREET 1: 12325 EMMET ST CITY: OMAHA STATE: NE ZIP: 68164 BUSINESS PHONE: 4027385480 MAIL ADDRESS: STREET 1: 12325 EMMET STREET CITY: OMAHA STATE: NE ZIP: 68164 8-K 1 v214303_8k.htm Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 10, 2011
 
TRANSGENOMIC, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-30975
 
911789357
(State of Incorporation)     (Commission File Number)    
(IRS Employer Identification
Number)

 
 
12325 Emmet Street, Omaha, Nebraska 
 
68164
 
  (Address of principal executive offices)   (Zip Code)  

 
 
(402) 452-5400
 
  (Registrant’s telephone number, including area code)   
     
     
  Not applicable   
  (Former name or former address, if changed since last report)   
 
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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 2.02 Results of Operations and Financial Condition
 
On March 10, 2011, Transgenomic, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year 2010.  A copy of the press release is being furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information referenced in this Current Report on Form 8-K (including Exhibit 99 referenced in Item 9.01 below) is being ‘furnished” under “Item 2.02. Results of Operations and Financial Condition” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information set forth in this Current Report on Form 8-K (including Exhibit 99 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.  Financial Statements and Exhibits.

(c)           Exhibits.

 
(99)
Press release dated March 10, 2011, announcing Transgenomic, Inc.’s financial results for the fourth quarter and fiscal year 2010.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  March 10, 2011
TRANSGENOMIC, INC.  
     
       
 
By:
/s/ Brett L. Frevert    
    Brett L. Frevert    
    Chief Financial Officer  
       
 
 
2

 




EX-99.1 2 v214303_ex99-1.htm

Transgenomic Reports Fourth Quarter Financial Results



Conference call begins at 11:00 a.m. Eastern Time tomorrow

OMAHA, Neb., March 10, 2011 /PRNewswire/ -- Transgenomic, Inc. (OTC Bulletin Board: TBIO) today reported financial results for the three and 12 months ended December 31, 2010, and provided a business update.

The Company reported a net loss for 2010 of $3.1 million or $0.06 per share, compared with a net loss for 2009 of $1.9 million or $0.04 per share.  Net sales for 2010 were $20.0 million, compared with $22.0 million for 2009.  Gross profit was $9.8 million or 49 percent of net sales for 2010, compared with gross profit of $11.6 million or 53 percent of net sales for 2009.  Operating expenses were $13.4 million for 2010, which included acquisition related expense of $0.8 million, or $12.6 million, excluding the acquisition expenses.  Operating expenses for 2009 were $13.5 million.  Other income in the year ended December 31, 2010 includes an award of a federal grant under the Qualifying Therapeutic Discovery Project of $0.6 million, net of consulting fees.

Net loss for the fourth quarter of 2010 was $767,000 or $0.02 per diluted share, compared with a net income of $129,000 or $0.00 per share for the fourth quarter of 2009.  Net sales were $5.1 million during the fourth quarter 2010, compared with $6.5 million during the comparable period of 2009.  The fourth quarter of 2009 included an exceptionally large order of WAVE instruments. Gross profit was $2.4 million or 47 percent of net sales during the fourth quarter of 2010, compared with gross profit of $3.4 million or 52 percent of net sales during the comparable period of 2009.  Operating expenses were $3.7 million during the fourth quarter of 2010, including $0.8 million of costs related to the FAMILION acquisition, or $2.9 million, excluding the acquisition expenses, compared with $3.1 million during the same period of 2009.

Cash and cash equivalents were $3.5 million as of December 31, 2010, compared with $5.6 million as of December 31, 2009.  Cash flow used in operations was $1.7 million for 2010, compared with cash flow provided by operations of $1.3 million for 2009. 

Comment and Outlook

Craig Tuttle, president and chief executive officer, commented, "We have substantially increased our footprint in the molecular diagnostics laboratory market through our recent acquisition of the Clinical Data FAMILION product line, which includes a CLIA laboratory facility and business.  This acquisition brings us approximately $13.0 million in new annual revenues and a much larger presence both with insurers and patients.  This acquisition also provides us access to higher throughput technologies and an expert staff to aid us in growing our reference laboratory business."  

"We continue to leverage our core instrument business for on-going instrument sales worldwide as well as employ our instruments and related expertise in our two laboratory services businesses.  We anticipate growth in both of our laboratory services businesses and we continue to seek out new assay technologies and tests to license or develop internally to expand our menu offerings for both of these service businesses."

Conference Call

Company management will discuss fourth quarter and full year 2010 financial results and answer questions during a conference call tomorrow beginning at 11:00 a.m. Eastern time. To access the call via telephone, please dial 800-895-1715 or 785-424-1059.  The call also will be broadcast live over the Internet. To listen to the webcast, please log onto the Company's Investor Relations web page at http://www.transgenomic.com/events.asp?id=6 and follow the instructions. An archived recording of the call can be accessed using the same link listed above for 14 days after the call. Investors can also listen to a replay via telephone until 11:59 p.m. Eastern time on Wednesday, March 25, 2011 by dialing 800-723-0528 or 402-220-2654.

About Transgenomic, Inc.  

Transgenomic, Inc. (www.transgenomic.com ) develops and markets molecular diagnostic technologies, tests, and services for oncology, cardiology, hematology, inherited disorders, and diseases of aging.  The Company is advancing the analysis of DNA and RNA at the molecular level, making it possible to detect disease more accurately at earlier stages, bringing improvements in the quality of patient care and lowering the costs of disease management.  Service offerings include the Transgenomic Molecular Laboratory, which provides reference laboratory services specializing in molecular diagnostics. Transgenomic Pharmacogenomics Services is a CRO for pharmacogenomic, translational research and clinical trials. 

In December of 2010, we acquired a second CLIA certified laboratory in New Haven, Connecticut which specializes in genetic disorders associated with cardiomyopathies and channelopathies.  We believe there is a significant opportunity for us to continue serving the growing demand for molecular-based testing by leveraging our technologies, experience and expertise in biomarker analysis. In addition, we continue to seek and evaluate new technologies and new laboratory tests which will further extend our offerings in our Molecular Diagnostics Laboratory and our Pharmacogenomics Services Lab.

Product offerings include the WAVE® Systems and associated consumables specifically designed for use in genetic variation detection and single- and double-strand DNA/RNA analysis and purification.  With broad applicability to genetic research, nearly 1,500 systems have been shipped to customers in more than 50 countries. The SURVEYOR® Mutation Detection Kits provide reagents and protocols for high sensitivity detection of mutations in DNA.  HANABI automated chromosome harvesting systems improve laboratory productivity with consistent quality compared with manual methods for cytogenetic karyotyping and FISH analyses.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" of Transgenomic within the meaning of the Private Securities Litigation Reform Act of 1995, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Forward-looking statements include, but are not limited to, those with respect to management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results, including the ability of the Company to grow its involvement in the diagnostic products and services markets. The known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic's filings with the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to differ materially from those referred to in such statements. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all statements contained in this press release. All information in this press release is as of the date of the release and Transgenomic does not undertake any duty to update this information, including any forward-looking statements, unless required by law.

Transgenomic, Inc.

Summary Financial Results

Unaudited Condensed Consolidated Statements of Operations

(dollars in thousands except per share data)



Three Months Ended

December 31,

Year Ended

December 31,


2010

2009

2010

2009

NET SALES

$  5,092

$  6,515

$  20,048

$  22,023

COST OF GOODS SOLD

2,716

3,127

10,284

10,418

Gross profit

2,376

3,388

9,764

11,605

OPERATING EXPENSES:





Selling, general and administrative

3,309

2,397

10,933

10,319

Research and development

354

714

2,305

3,182

Restructuring charges

66

  —

138

  —


3,729

3,111

13,376

13,501

INCOME (LOSS) FROM OPERATIONS

(1,353)

277

(3,612)

(1,896)

OTHER INCOME:





Interest income (expense)

(6)

1

(4)

15

Other, net

632

7

632

3


626

8

628

18

INCOME (LOSS) BEFORE INCOME TAXES

(727)

285

(2,984)

(1,878)

INCOME TAX EXPENSE

40

156

150

42

NET INCOME (LOSS)

$      (767)

$  129

$  (3,134)

$  (1,920)






BASIC AND DILUTED INCOME (LOSS) PER SHARE:





From continuing operations

$      (0.02)

$        0.00

$  (0.06)

$  (0.04)






BASIC WEIGHTED AVERAGE SHARES OUTSTANDING

49,289,672

49,189,672

49,243,839

49,189,672

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

49,289,672

49,217,942

49,243,839

49,189,672




Transgenomic, Inc.

Summary Financial Results

Unaudited Condensed Consolidated Statements of Cash Flows

(dollars in thousands)



Year Ended

December 31,


2010

2009

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

$  (1,718)

$        1,267




NET CASH FLOWS USED IN INVESTING ACTIVITIES

(6,226)

(377)




NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

5,761




EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH

(5)

(19)




NET CHANGE IN CASH AND CASH EQUIVALENTS

(2,188)

871




CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

5,642

4,771




CASH AND CASH EQUIVALENTS AT END OF PERIOD

$          3,454

$  5,642







Transgenomic, Inc.

Summary Financial Results

Unaudited Condensed Consolidated Balance Sheets

(dollars in thousands)



December 31,

2010

December 31,

2009

ASSETS



CURRENT ASSETS:



Cash and cash equivalents

$  3,454

$  5,642

Accounts receivable (net of allowances for bad debts
of $334 and $310, respectively)

7,601

4,522

Inventories (net of allowance for obsolescence of $518
and $507, respectively)

3,344

3,552

Other current assets

635

738

Total current assets

15,034

14,454

PROPERTY AND EQUIPMENT, NET

1,602

967

OTHER ASSETS:



Goodwill

6,275

Intangibles (net of accumulated amortization of $519
and $525, respectively)

8,962

383

Other assets

154

200


$32,027

$16,004

LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES:



Accounts payable

$  1,360

$  1,013

Accrued compensation

875

573

Short term debt

989

Accrued expenses

3,231

2,517

Contractual obligation

1,628

Current portion of lease obligations

170

  —

Total current liabilities

8,253

4,103

Long term debt less current maturities

8,640

Series A convertible preferred stock, $0.1 par value,
3,879,307 shares authorized, 2,586,205 shares
issued and outstanding

1,457

Beneficial conversion feature

1,983

Warrant liability

2,351

Other long term liabilities

843

239

Total liabilities

23,527

4,342

STOCKHOLDERS' EQUITY

8,500

11,662


$  32,027

$  16,004






CONTACT:  Brett Frevert, CFO of Transgenomic, Inc., +1-402-452-5400, investorrelations@transgenomic.com