-----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, JOEnx6DUpqo+QbqcW0Yo4cOl5epBYI4yCLSDrj0KU2DLdlxwwLZ3AJYHlWz2CJ// zQWD4gBf7ewiNA0/2LeMQA== 0001104659-03-017246.txt : 20030808 0001104659-03-017246.hdr.sgml : 20030808 20030808160148 ACCESSION NUMBER: 0001104659-03-017246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030805 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030808 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: 03831989 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 a03-2281_18k.htm 8-K

 

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):

August 5, 2003

 

 

TRANSGENOMIC, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-30975

(State of Formation)

 

(Commission File Number)

 

911789357

(IRS Employer Identification Number)

 

12325 Emmet Street
Omaha, NE

 

68164

(Address of principal executive offices)

 

(Zip Code)

 

(402) 452-5400

(Registrants’ telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 



Item 7.  Financial Statements and Exhibits.

(c)  Exhibits

99.1                         Press Release, dated August 5, 2003, announcing second quarter and year-to-date results of operations and summary financial position for the registrant’s quarter ended June 30, 2003.

Item 9.  Regulation FD Disclosure.

The information contained in this Item 9 of this Current Report is being furnished pursuant to “Item 12.  Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release Nos. 33-8216; 34-47583.

The information in this Current Report (including the exhibit) 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.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On August 5, 2003, Transgenomic, Inc. (the “Company”) issued a press release announcing results of operations and summary f inancial position for the quarter and year-to-date periods ended June 30, 2003.  The Company is attaching the press release as Exhibit 99.1 to this Current Report on Form 8-K.

2



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.

TRANSGENOMIC, INC.

 

 

 

 

 

 

By

 /s/ Michael J. Draper

 

Michael J. Draper, Chief Financial Officer

 

August 8, 2003

3


EX-99.1 3 a03-2281_1ex991.htm EX-99.1

Exhibit 99.1

 

Tuesday, August 5, 2003

 

COMPANY PRESS RELEASE

 

Transgenomic Inc. Reports Second Quarter and Year-to-Date 2003 Results

 

OMAHA, Neb., August 5 / — Transgenomic Inc. (Nasdaq: TBIO) today announced financial results for the three- and six-month periods ended June 30, 2003.

 

Second quarter and year-to-date 2003 revenues of $8.5 million and $18.0 million, respectively, represented a decrease from second quarter and year-to-date 2002 revenues of $9.4 million and $19.3 million. Margins for the second quarter and year-to-date 2003 were adversely affected by preproduction manufacturing costs of $1.2 million and $2.4 million, respectively, related to the Company’s specialty oligonucleotide synthesis business in Boulder, Colo. Gross Margins for second quarter and year-to-date 2003 were 30.1% and 34.7%, respectively, compared to second quarter and year-to-date 2002 gross margins of 51.6% and 51.8%. Operating Expenses for second quarter and year-to-date 2003 were $7.1 million and $14.3 million, respectively, compared to $8.9 million and $17.6 million for 2002. Included in the Operating Expenses and Net Loss for the second quarter and year-to-date 2003 were restructuring charges of $474,000 and $738,000, respectively. Net Loss for the second quarter and year-to-date 2003 was $4.7 million or $0.20 per share and $8.3 million or $0.35 per share, respectively, compared to a Net Loss of $4.0 million or $0.17 per share and $7.3 million or $0.31 per share for the second quarter and year-to-date 2002.

 

Comment and Outlook

“The lack of visibility in our synthetic nucleic acids business has been problematic, but we continue to believe in the strategic value of this business segment,” said Collin D’Silva, CEO. “Our biosystems business segment continues to exhibit strength. We believe growth will result from increased consumable product offerings and continued strength in demand for our instruments. On a regional basis, biosystems sales have been strong in Europe with increasing indications of returning strength in North America and significant growth potential in other areas of the world.”

 

Michael Draper, CFO, commented that the Company’s cash burn rate should decrease due to previously planned reductions in capital expenditures in the second half of 2003 and improved operating cash flow due to a reduced level of operating expenses. In addition, Draper indicated, “We have taken actions to more effectively manage our working capital and will continue to take appropriate actions as needed to provide additional liquidity.”

 

Earnings Call

The Company will host a live broadcast of its first quarter 2003 financial results via conference call over the Internet on Tuesday, August 5, at 5 p.m. Eastern time. To listen to the Webcast, investors should log on to http://www.firstcallevents.com/service/ajwz386108410gf12.html and follow the instructions listed. A link to this site will also be located on the Company’s Investor Relations’ Shareholder Information Web page at http://www.transgenomic.com/default.asp?pgid=31&cyid=1. An archived recording of the conference call will be available and can be accessed via the web using the same links listed above for 14 days after the call. Investors can also listen to a replay via telephone from 8 p.m. ET on August 5 through August 19, 2003, midnight ET. Simply dial 877-856-8964 or 402-220-1608 from any telephone.

 

About Transgenomic

Transgenomic provides versatile and innovative research tools and related consumable products to the life sciences industry for the synthesis, separation, analysis and purification of nucleic acids and a wide variety of nucleic acid-based specialty chemicals. Through its nucleic acids business segment, Transgenomic provides specialty chemicals, including advanced nucleic acid building blocks and associated reagents, used in applications such as genetic diagnostics and therapeutics. Manufacturing operations include a cGMP facility for the synthesis of oligonucleotides.

 

Transgenomic’s biosystems segment offers its WAVE® Systems and associated consumables. These systems are specifically designed for use in genetic variation detection and single- and double-strand DNA/RNA analysis and purification. These systems have broad applicability to genetic research and molecular diagnostics. To date there have been approximately one thousand systems installed in over 30 countries around the world.

 



 

For more information about the innovative genomics research tools developed and marketed by Transgenomic, please visit the company’s Web site at www.transgenomic.com.

 

Forward-Looking Statement

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 our 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. The known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic’s reports to 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

(In thousands, except per share amounts)

 

STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended June 30,

2003

 

Three Months Ended June 30,

2002

 

Six Months Ended June 30,

2003

 

Six Months Ended June 30,

2002

 

Net Sales

 

$

8,481

 

$

9,424

 

$

17,986

 

$

19,255

 

Cost of Sales

 

5,925

 

4,562

 

11,739

 

9,285

 

Gross Margin

 

2,556

 

4,862

 

6,247

 

9,970

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Selling, General and Administrative

 

4,215

 

5,923

 

8,823

 

11,822

 

Research and Development

 

2,362

 

2,964

 

4,688

 

5,736

 

Restructuring Charge

 

474

 

 

738

 

 

Stock-based Compensation

 

50

 

35

 

85

 

60

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

(4,545

)

(4,060

)

(8,087

)

(7,648

)

 

 

 

 

 

 

 

 

 

 

Other Income/(Expenses)

 

(115

)

155

 

(156

)

405

 

Loss Before Income Taxes

 

(4,660

)

(3,905

)

(8,243

)

(7,243

)

Income Tax Expense

 

10

 

76

 

24

 

97

 

Net Loss

 

$

(4,670

)

$

(3,981

)

$

(8,267

)

$

(7,340

)

 

 

 

 

 

 

 

 

 

 

Shares Used in Computing Net Loss Per Share

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

23,540

 

23,699

 

23,529

 

23,673

 

Basic and Diluted Net Loss Per Share

 

$

(0.20

)

$

(0.17

)

$

(0.35

)

$

(0.31

)

 



 

TRANSGENOMIC INC.

SUMMARY FINANCIAL POSITION

(In thousands)

 

BALANCE SHEETS

 

 

 

June 30,
2003

 

December 31,
2002

Cash, Cash Equivalents and Short-term Investments

 

$

3,045

 

$

13,347

Other Current Assets

 

24,840

 

25,780

Current Assets

 

27,885

 

39,127

 

 

 

 

 

Net Property and Equipment

 

18,863

 

15,652

Other Assets

 

18,976

 

19,256

Total Assets

 

$

65,724

 

$

74,035

 

 

 

 

 

Current Liabilities

 

10,609

 

11,021

Long-term Debt

 

1,539

 

1,499

Stockholders Equity

 

53,576

 

61,515

 

 

 

 

 

Total Liabilities and Stockholders Equity

 

$

65,724

 

$

74,035

 

 

For confirmation of release or further information, please contact:

 

Mitchell L. Murphy

Transgenomic Inc.

402-452-5418

mmurphy@transgenomic.com

 

Robert J. Pogulis, Ph.D.

Transgenomic Inc.

845-782-9617

rpogulis@transgenomic.com

 


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