-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GIvKB6voDLCwJohdHs6LvI728B8KpoHHT2YNYsGg0hKND+LNUl8uJISZKaj/5i3Y ZoatB2sMGdoQZ0Hk6oGQwA== 0000912057-01-514175.txt : 20010524 0000912057-01-514175.hdr.sgml : 20010524 ACCESSION NUMBER: 0000912057-01-514175 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010501 FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIBLE GENETICS INC CENTRAL INDEX KEY: 0001010819 STANDARD INDUSTRIAL CLASSIFICATION: 3845 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-28550 FILM NUMBER: 1627651 BUSINESS ADDRESS: STREET 1: 700 BAY ST STREET 2: SUITE 1000 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 2127025700 MAIL ADDRESS: STREET 1: 700 BAY ST STE 1000 STREET 2: TORONTO ONTARIO CANADA CITY: M5G 1Z6 6-K 1 a2048588z6-k.txt FORM 6-K - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FILING NO. 1 FOR THE MONTH OF MAY, 2001 VISIBLE GENETICS INC. (Exact name of Registrant) 700 BAY STREET, SUITE 1000, TORONTO ON, CANADA M5G 1Z6 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- - - -------------------------------------------------------------------------------- VISIBLE GENETICS INC. On May 10, 2001, we reported our financial results for the first quarter of 2001. We reported sales of $3.6 million for the first quarter ended March 31, 2001, compared to $3.6 million for the same period in 2000. Sales of genotyping kits and consumables increased 85% from such sales in the first quarter in 2000, and 23% over such sales in the fourth quarter of 2000. The net loss attributable to common shareholders for the quarter was $9.4 million or $0.58 per share, compared to a net loss attributable to common shareholders of $6.7 million or $0.55 for the same period in 2000. The increased costs in the quarter were due primarily to expenses related to growth in personnel and other costs related to the Atlanta facility, and a $540,000 provision taken in anticipation of the closure of the Pittsburgh facility. The Pittsburgh facility will be phased out as the Atlanta kit manufacturing facility becomes operational. (All amounts are in US dollars.) This Form 6-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors which may cause our results to differ materially from expectations. These include risks relating to the ability to obtain regulatory approval, market acceptance of genotyping and our products, delays in product development, delays in making the new Atlanta manufacturing facility operational, and other risks detailed from time to time in our SEC filings, including our most recent Annual Report on Form 20-F. These forward-looking statements speak only as of the date hereof. We disclaim any intent or obligation to update these forward-looking statements. We hereby incorporate by reference this Form 6-K into our Registration Statements on Form F-3, and into the prospectuses contained therein, (File Nos. 333-67607, 333-68939, 333-91155, 333-94649 and 333-40616) and our outstanding Registration Statements on Form S-8 and into the reoffer prospectuses contained therein. Exhibit 1. First Quarter Financial Results SIGNATURES 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, thereunto duly authorized. VISIBLE GENETICS INC. Date: May 10, 2001 By: /s/ THOMAS CLARKE ------------------- Name: Thomas Clarke Title: Chief Financial Officer VISIBLE GENETICS INC. CONSOLIDATED BALANCE SHEETS ( UNITED STATES DOLLARS)
MARCH 31 DECEMBER 31 2001 2000 --------------- --------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,166,079 $ 18,476,303 Short-term investments 65,609,187 61,922,687 Trade receivables, net of allowance for doubtful accounts 3,577,672 3,214,934 Other receivables 1,399,911 884,995 Prepaid and deposits 712,880 452,124 Inventory 2,353,070 2,268,877 --------------- --------------- TOTAL CURRENT ASSETS 74,818,799 87,219,920 --------------- --------------- FIXED ASSETS 16,229,120 10,292,282 PATENTS AND LICENSES 11,458,237 12,182,112 OTHER LONG TERM ASSETS 670,515 661,591 --------------- --------------- $ 103,176,671 $ 110,355,905 =============== =============== LIABILITIES CURRENT LIABILITIES Accounts payable $ 3,802,346 $ 3,847,364 Accrued liabilities 6,355,626 5,265,864 --------------- --------------- TOTAL CURRENT LIABILITIES 10,157,972 9,113,228 --------------- --------------- MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SHARES 24,292,123 24,397,398 --------------- --------------- SHAREHOLDERS' EQUITY Share capital 171,060,408 169,717,379 Other equity (1,428,969) (646,363) Cumulative translation adjustment (1,112,902) (1,013,459) Deficit (99,791,961) (91,212,278) --------------- --------------- 68,726,576 76,845,279 --------------- --------------- $ 103,176,671 $ 110,355,905 =============== ===============
VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNITED STATES DOLLARS)
THREE MONTHS ENDED MARCH 31 2001 2000 ---- ---- SALES Products $ 3,532,687 $ 3,441,467 Services 41,140 202,588 ------------- ------------ 3,573,827 3,644,055 ------------- ------------ COST OF SALES Products 2,284,687 2,137,896 Services 28,443 146,485 ------------- ------------ 2,313,130 2,284,381 ------------- ------------ GROSS MARGIN 1,260,697 1,359,674 EXPENSES Sales, general and administrative 7,757,560 5,418,203 Research and development 2,720,060 2,082,558 Exit costs 540,000 - ------------- ------------ 11,017,620 7,500,761 ------------- ------------ LOSS FROM OPERATIONS BEFORE INTEREST (9,756,923) (6,141,087) Interest income 1,178,195 430,348 Interest and financing expense (955) (4,839) ------------- ------------ NET LOSS FOR THE PERIOD (8,579,683) (5,715,578) Cumulative preferred dividends and accretion of discount attributable to preferred stock (832,946) (967,767) ------------- ------------ NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (9,412,629) $(6,683,345) ------------- ------------ Weighted average number of common shares outstanding 16,293,708 12,248,002 ------------- ------------ BASIC AND FULLY DILUTED LOSS PER SHARE $ (0.58) $ (0.55) ------------- ------------
VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNITED STATES DOLLARS)
THREE MONTHS ENDED MARCH 31 2001 2000 --------------- -------------- CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Net loss for the period $ (8,579,683) $ (5,715,578) Add: Items not involving cash - Depreciation 1,230,469 501,804 Amortization 756,381 76,771 Foreign exchange (77,758) (15,079) Increase ( decrease ) from changes in - Trade receivables (399,565) 526,746 Other receivables (549,514) (214,742) Prepaid and deposits (265,735) (374,928) Inventory (120,715) (647,855) Other long term assets (8,924) 26,726 Accounts payable 10,516 787,658 Accured liabilities 1,217,919 (516,316) --------------- -------------- (6,786,609) (5,564,793) --------------- -------------- INVESTING ACTIVITIES Purchase of fixed assets (7,017,719) (1,194,795) Licenses and patents acquired (32,506) (2,158,320) Purchase of short-term investments (10,895,636) (2,608,625) Redemption of short-term investments 7,209,136 10,243,108 --------------- -------------- (10,736,725) 4,281,368 --------------- -------------- FINANCING ACTIVITIES Common shares issued, net of expenses 355,705 2,192,485 --------------- -------------- 355,705 2,192,485 --------------- -------------- EFFECT OF EXCHANGE RATE FLUCTUATIONS ON CASH BALANCES (142,595) 224,247 --------------- -------------- INCREASE (DECREASE) IN CASH DURING THE YEAR (17,310,224) 1,133,307 CASH, BEGINNING OF PERIOD 18,476,303 2,792,985 --------------- -------------- CASH, END OF PERIOD $ 1,166,079 $ 3,926,292 =============== ==============
VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNITED STATES DOLLARS)
THREE MONTHS ENDED MARCH 31 2001 2000 ------------- ------------- Net loss for the period $ (8,579,683) $ (5,715,578) Other comprehensive income: Foreign currency translation adjustments (99,443) (283,601) ------------- ------------- Comprehensive loss for the period $ (8,679,126) $ (5,999,179) ------------- -------------
VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF DEFICIT (UNITED STATES DOLLARS)
THREE MONTHS ENDED MARCH 31 2001 2000 ------------- ------------- Deficit, beginning of year $ (91,212,278) $ (59,438,142) Net loss for the period (8,579,683) (5,715,578) ------------- ------------- Deficit, end of the period $ (99,791,961) $ (65,153,720) ------------- -------------
VISIBLE GENETICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Summary of Significant Accounting Policies The accompanying financial statements have been prepared in United States dollars, in accordance with accounting principles generally accepted in the United States. The principal accounting policies of the Company have been applied on a consistent basis. See the Company's 2000 Annual Report for a description of the Company's significant accounting policies. These interim financial statements do not include all of the information and note disclosure required by generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of results for the reported periods have been included. Note 2 - Inventory MARCH 31, ------------------------- 2001 2000 ---- ---- Raw materials $1,055,404 $1,355,854 Work in process 451,205 94,823 Finished goods 846,461 1,643,120 ---------- ---------- $2,353,070 $3,093,797 ========== ========== Note 3 - Conversion of Series A Mandatorily Redeemable Convertible Preferred Shares On March 15, 2001 a holder of 3,948 shares of the Company's Series A Mandatorily Redeemable Convertible Preferred Shares (the Series A Shares) converted a total of 1,000 of the Series A Shares, plus a total of $139,050 of dividends that accrued on those shares, into 103,550 of the Company's common shares. Upon conversion of the 1,000 Series A Shares, approximately $938,221 attributable to such shares and carried in Mandatorily Redeemable Convertible Preferred Shares on the Balance Sheet was transferred to Share Capital. As of March 31, 2001, a total of 25,153 Series A Shares remain outstanding, and such shares, including dividends accrued on such shares through March 31, 2001, are convertible into 2,651,326 shares of the Company's common stock. Note 4 - Exit costs During the first quarter of 2001 the Company approved a plan to close its Pittsburgh facility and move all of its kit manufacturing to productions lines that are currently under construction in the Company's facility in Atlanta. It is expected that the Pittsburgh facility will be closed in the second half of 2001. As a result of the decision to centralize kit manufacturing in Atlanta certain employees will be terminated and the Pittsburgh facility will be vacated. Accordingly, the Company recorded a charge of $540,000 in the statement of operations in the first quarter of 2001, which is included in accrued liabilities at March 31, 2001. This amount represents the expected severance payments to be made to terminated employees, the remaining future lease commitments, the unamortized balance of leasehold improvements and other costs related to closure of the facility. Note 5 - Segment Information The Company's reportable segments are Sequencing Systems, Gene Kits and Other Consumables, and Testing, Sequencing and Other Services. Total assets shown below are as of March 31st, while all other numbers are for the three-month period ended March 31st, of the respective year. March 31, 2001
GeneKits Testing, Sequencing and Other Sequencing and Reconciling Systems Consumables Other Services Items(A) Total ------- ----------- -------------- -------- ----- Revenues $ 590,908 $ 2,941,779 $ 41,140 $ -- $ 3,573,827 Depreciation & Amtz. 529,349 1,207,179 250,322 -- 1,986,850 (Loss) from operations before interest (1,632,411) (8,111,843) (12,669) -- (9,756,923) Additions to fixed assets 60,992 6,870,180 86,547 -- 7,017,719 Total assets 3,162,279 31,334,150 1,904,976 66,775,266 103,176,671 March 31, 2000 Revenues $ 1,852,889 $ 1,588,578 $ 202,588 $ -- $ 3,644,055 Depreciation & Amtz. 247,185 238,612 93,917 -- 579,714 (Loss) from operations before interest (3,270,804) (2,842,985) (27,298) -- (6,141,087) Additions to fixed assets 215,744 299,385 672,542 -- 1,187,671 Total assets 5,523,064 10,693,156 2,431,108 36,186,787 54,834,115
(A) Reconciling items consist of cash, cash equivalents and short-term investments. -----END PRIVACY-ENHANCED MESSAGE-----