-----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, J4S66dQ7uQ2PWlMt8OYtz3QEYuMKjwtjytv0mGh3IkkcA2tvQrESPN9rBk5bGZKX gCwglUcCT4F7zjWX4OOK5w== 0001275287-06-001441.txt : 20060316 0001275287-06-001441.hdr.sgml : 20060316 20060316170043 ACCESSION NUMBER: 0001275287-06-001441 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060316 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 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: 06692726 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 ti5164.txt FORM 8-K ================================================================================ 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 16, 2006 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 16, 2006, Transgenomic, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year of 2005. 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. (d) Exhibits. (99.1) Press release dated March 16, 2006, announcing Transgenomic, Inc.'s financial results for the fourth quarter and fiscal year of 2005. 2 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 16, 2006 TRANSGENOMIC, INC. By: /s/ Mitchell L.Murphy ------------------------- Mitchell L. Murphy, VP, Secretary & Treasurer 3 EX-99.1 2 ti5164ex991.txt EXHIBIT 99.1 Exhibit 99.1 THURSDAY, MARCH 16, 2006 COMPANY PRESS RELEASE TRANSGENOMIC, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2005 RESULTS OMAHA, Neb., Mar. 16 / -- Transgenomic Inc. (Nasdaq:TBIO) (the "Company") today announced financial results for the fourth quarter and year ended December 31, 2005. Selected statement of operations and balance sheet information are presented in the attached tables. During the fourth quarter of 2005 the Company announced plans to either sell or close and liquidate its Nucleic Acids operating segment. As a result of this decision, the Company has classified the Nucleic Acids operating segment as discontinued operations. Prior period financial results have been reclassified to conform to this presentation. Results for the quarter and year ended December 31, 2005 were as follows (in thousands, except per share data):
QUARTER ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Loss from continuing operations $ 1,823 $ 4,454 $ 4,984 $ 14,399 Loss from discontinued operations 9,391 2,485 10,009 19,973 ------------ ------------ ------------ ------------ Net loss $ 11,214 $ 6,939 $ 14,993 $ 34,372 ============ ============ ============ ============ Basic and diluted loss per share: Loss from continuing operations $ 0.04 $ 0.15 $ 0.14 $ 0.50 Loss from discontinued operations 0.21 0.09 0.28 0.69 ------------ ------------ ------------ ------------ Net loss $ 0.25 $ 0.24 $ 0.42 $ 1.19 ============ ============ ============ ============
CONTINUING OPERATIONS - FOURTH QUARTER 2005 For the fourth quarter of 2005, net sales related to the Company's continuing "BioSystems" business decreased to $5.3 million from $6.8 million in the fourth quarter of 2004. Loss from continuing operations in the fourth quarter of 2005 included an impairment charge of $0.2 million and a loss on debt extinguishment of $0.5 million, while the fourth quarter of 2004 loss from continuing operations included a restructuring charge of $1.1 million. CONTINUING OPERATIONS - YEAR ENDED DECEMBER 31, 2005 For the year ended December 31, 2005, net sales from the Company's continuing "BioSystems" business were $25.8 million compared to $25.2 million in 2004. Loss from continuing operations for 2005 included impairment charges of $0.4 million and a loss on debt extinguishment of $0.5 million, while the 2004 loss from continuing operations included restructuring charges of $1.3 million. DISCONTINUED OPERATIONS For the fourth quarter of 2005, loss from discontinued operations included impairment and exit charges of $8.9 million, while the 2004 loss from discontinued operations included a restructuring charge of $2.3 million. For the year ended December 31, 2005, loss from discontinued operations included impairment and exit charges of $8.9 million, while the 2004 loss from discontinued operations included a restructuring charge of $2.3 million, impairment charges of $12.0 million and a gain of sale of facility of $1.5 million. COMMENT AND OUTLOOK CEO Collin D'Silva commented on the Company's activities in the fourth quarter. "During the fourth quarter we initiated one of the last steps to reposition Transgenomic's focus solely on our BioSystems business. With the impending sale or liquidation of our Glasgow Nucleic Acids manufacturing facility, which we expect to complete by midyear, all of our resources will be dedicated to BioSystems." D'Silva continued, "We completed the launch of the latest version of our flagship platform, the WAVE(R) Model 4500. This version with its enhanced analytical performance affords us both new system and upgrade sale opportunities." EARNINGS CALL The company will discuss its fourth quarter 2005 financial results via teleconference on Thursday, March 16, at 5:00 p.m. EST. To access the call via telephone, dial 800-795-1259. The company will also host a live broadcast of the call over the Internet. To listen to the webcast, investors should log on to the company's Investor Relations web page at http://www.transgenomic.com/events.asp?id=6 and follow the instructions listed. An archived recording of the conference call will be available and can be accessed via the web 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. EST on Thursday, March 30, 2006. Simply dial 800-934-3336 or 402-220-1148 from any telephone. ABOUT TRANSGENOMIC Transgenomic is a global company that markets and sells versatile and innovative products and related services to the medical research and pharmaceutical markets for use in genetic variation analysis. The company's WAVE System, with over 1250 installed in more than thirty countries, has broad applicability to genetic research and molecular diagnostics. Transgenomic also provides genomic biomarker analysis services to pharmaceutical and biopharmaceutical companies to support preclinical and clinical development of targeted therapeutics. The high sensitivity of the WAVE System in detecting genetic variation makes it a uniquely enabling technology for the advancement of personalized medicine. 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. For information specific to the molecular-based clinical testing services offered, please visit www.transgenomiclabs.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, including managing expense levels to be suitable for revenue levels, and the development of new system and upgrade sales opportunities due to the launch of a new instrument model. The known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic 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 (UNAUDITED)
Three Months Ended December 31, Twelve Months Ended December 31, ------------------------------- ------------------------------- 2005 2004 2005 2004 -------------- -------------- -------------- -------------- Net Sales $ 5,349 $ 6,793 $ 25,828 $ 25,243 Cost of Sales 3,018 3,663 13,497 12,646 -------------- -------------- -------------- -------------- Gross Margin 2,331 3,130 12,331 12,597 Operating Expenses Selling, General & Administrative 2,934 4,245 12,218 15,961 Research & Development 502 1,141 2,199 4,501 Restructuring Charges - 1,125 - 1,267 Impairment Charges 178 - 425 - -------------- -------------- -------------- -------------- Loss from Operations (1,283) (3,381) (2,511) (9,132) Other Income (Expense) Interest Expense (54) (1,117) (1,978) (2,366) Loss on Debt Extinguishment (541) - (541) (2,859) Other - net 55 44 72 (38) -------------- -------------- -------------- -------------- Loss Before Income Taxes (1,823) (4,454) (4,958) (14,395) Income Tax Expense - - 26 4 -------------- -------------- -------------- -------------- Loss from Continuing Operations (1,823) (4,454) (4,984) (14,399) Loss from Discontinued Operations, net of Taxes (9,391) (2,485) (10,009) (19,973) -------------- -------------- -------------- -------------- Net Loss $ (11,214) $ (6,939) $ (14,993) $ (34,372) ============== ============== ============== ============== Basic and Diluted Weighted Average Shares Outstanding 44,366 29,172 35,688 29,006 Basic and Diluted Loss Per Share from Continuing Operations $ (0.04) $ (0.15) $ (0.14) $ (0.50) Basic and Diluted Loss Per Share from Discontinued Operations $ (0.21) $ (0.09) $ (0.28) $ (0.69) Basic and Diluted Net Loss Per Share $ (0.25) $ (0.24) $ (0.42) $ (1.19)
TRANSGENOMIC INC. SUMMARY FINANCIAL POSITION (In thousands) BALANCE SHEETS (UNAUDITED) December 31, December 31, 2005 2004 ------------ ------------ Cash and Cash Equivalents $ 6,736 $ 1,002 Other Current Assets 11,613 14,699 Current Assets of Discontinued Operations 197 2,207 ------------ ------------ Current Assets 18,546 17,908 Net Property and Equipment 2,577 4,329 Other Assets 1,712 3,166 Non-Current Assets of Discontinued Operations 2,933 12,055 ------------ ------------ Total Assets $ 25,768 $ 37,458 ============ ============ Current Liabilities $ 6,183 $ 17,038 Current Liabilities of Discontinued Operations 1,679 1,686 Long-term Debt 0 2,199 Stockholders' Equity 17,906 16,535 ------------ ------------ Total Liabilities and Stockholders' Equity $ 25,768 $ 37,458 ============ ============ For confirmation of release or further information, please contact: Robert J. Pogulis, Ph.D. Transgenomic Inc. 845-782-9617 rpogulis@transgenomic.com -----END PRIVACY-ENHANCED MESSAGE-----