0001144204-12-027355.txt : 20120510 0001144204-12-027355.hdr.sgml : 20120510 20120510083015 ACCESSION NUMBER: 0001144204-12-027355 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120510 DATE AS OF CHANGE: 20120510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESPONSE GENETICS INC CENTRAL INDEX KEY: 0001124608 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33509 FILM NUMBER: 12827820 BUSINESS ADDRESS: STREET 1: 1640 MARENGO ST., STREET 2: 6TH FLOOR CITY: LOS ANGELES, STATE: CA ZIP: 90033 BUSINESS PHONE: (323) 224-3900 MAIL ADDRESS: STREET 1: 1640 MARENGO ST., STREET 2: 6TH FLOOR CITY: LOS ANGELES, STATE: CA ZIP: 90033 8-K 1 v312609_8k.htm 8-K CURRENT REPORT

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): May 10, 2012

 

     RESPONSE GENETICS, INC.     
(Exact name of registrant as specified in its charter)

 

Delaware    000-1124608 11-3525548
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)    

 

 

1640 Marengo St., 6th Floor

Los Angeles, California 90033

(323) 224-3900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

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 May 10, 2012, Response Genetics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit # Description
   
99.1* Copy of the Company’s press release, issued May 10, 2012.
   

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this Exhibit is not incorporated by reference in any of the registrant’s other SEC filings.

 
 

 

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.

 

  RESPONSE GENETICS, INC.
     
Date: May 10, 2012 By: __/s/ Denise McNairn
  Name:  Denise McNairn
  Title:  Vice President, General Counsel, and Secretary

 

 

 
 

EX-99.1 2 v312609_ex99-1.htm EXHIBIT 99.1

 Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Investor Relations Contact: Media Relations Contact:
Michaela Parnell Barry Sudbeck
Trout Group Fleishman-Hillard
646-378-2956 415-318-4261

 

 

Response Genetics, Inc. Announces First Quarter Financial Results

 

LOS ANGELES, May 10, 2012 — Response Genetics Inc. (Nasdaq: RGDX), (the “Company”), a company focused on the development and sale of molecular diagnostic tests for cancer, today announced its consolidated financial results for the first quarter ended March 31, 2012.

 

Total revenues for the quarter ended March 31, 2012 were $4.0 million, compared to $5.9 million for the quarter ended March 31, 2011 was largely as a result of the expected decrease in pharmaceutical client revenue. The Company’s ResponseDX® revenue decreased slightly to $3.0 million for the quarter ended March 31, 2012, compared to $3.1 million for the quarter ended March 31, 2011.

 

The Company’s first quarter 2012 net loss increased compared to the first quarter of 2011, while the sequential net loss decreased for the quarter ended March 31, 2012. Net loss for the quarter ended March 31, 2012 was $3.1 million, compared with a net loss of $0.3 million for the quarter ended March 31, 2011 and net loss of $3.9 million for the quarter ended December 31, 2011.

 

Cash and cash equivalents at March 31, 2012, were $5.7 million, compared to $1.7 million at December 31, 2011.

 

“In the first quarter of 2012 we accomplished what needed to be done first – we strengthened our balance sheet when we raised $7.8 million of cash,” said Thomas Bologna, the Company’s recently appointed Chairman & Chief Executive Officer. “We also began implementing programs to put our company on the right track and took action to recover from the transition that the Company faced in 201l. While we appreciate that it will take time to achieve the results that we fully expect to deliver to our shareholders, we believe we are making good progress on what needs to be done and putting the team in place to make it happen. We believe our company is in the right space and we have the foundation and wherewithal to capitalize on our strengths and the opportunities in front of us.”

 

Excluding cost of revenue, total operating expenses for the first quarter were $4.4 million, compared to $3.5 million for the same period last year. The increase in total operating expenses of $0.9 million was due to an increase in general and administrative expenses of $0.5 million and research and development expenses of $0.4 million.

 

The increase in general and administrative expenses was a result of an increase of $0.2 million in stock based compensation expense, $0.1 million in bad debt expense, $0.1 million in consulting expense, $0.1 million of equipment/maintenance expense and $0.1 million in legal fees, offset by a decrease in business tax of $0.1 million.

 

The increase in research and development expenses was due to an increase in personnel expenses and associated laboratory supplies and reagents related to increased research and development activity.

Page 1 of 4
 

 

Conference Call Details

 

To access the conference call by phone on May 10 at 10:00 a.m. EDT, dial (800) 537-0745 or (253) 237-1142 for international participants. A telephone replay will be available beginning approximately two hours after the call through May 17, and may be accessed by dialing (855) 859-2056, (404) 537-3406, or (800) 585-8367. The replay passcode is 77936576.

 

To access the live and archived webcast of the conference call, go to the Investor Relations section of the Company's Web site at http://investor.responsegenetics.com. It is advised that participants connect at least 15 minutes prior to the call to allow for any software downloads that might be necessary.

 

About Response Genetics, Inc.

Response Genetics Inc. (“RGI”) is a CLIA-certified clinical laboratory focused on the development and sale of molecular diagnostic tests for cancer. RGI’s principal customers include oncologists, pathologists and hospitals. In addition to diagnostic testing services, the Company generates revenue from the sales of its analytical testing services of clinical trial specimens to the pharmaceutical industry. RGI was founded in 1999, and its principal headquarters are located in Los Angeles, California. For additional information, please visit www.responsegenetics.com.

 

Forward-Looking Statement Notice

 

Except for the historical information contained herein, this press release and the statements of representatives of the Company related thereto contain or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.

 

Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions, such as the ability of the Company to continue to provide clinical testing services to the medical community, to continue to expand its sales force, to continue to build its digital pathology initiative, to attract and retain qualified management, to implement operational enhancements, to strengthen marketing capabilities, to expand the suite of ResponseDX products, to continue to provide clinical trial support to pharmaceutical clients, to enter into new collaborations with pharmaceutical clients, to enter into new areas such as companion diagnostics, and to continue to execute on its business strategy and operations, to continue to analyze cancer samples, the potential for using the results of this research to develop diagnostic tests for cancer, the usefulness of genetic information to tailor treatment to patients, and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions.

 

These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results, including, without limitation, actual sales results, if any, or the application of funds, may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

Page 2 of 4
 

 

RESPONSE GENETICS, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

   December 31,   March 31, 
   2011   2012 
         
         
Cash and cash equivalents  $1,700,295   $5,670,560 
Accounts receivable, net   4,047,059    4,098,834 
Prepaid expenses and other current assets   991,351    905,383 
Total current assets   6,738,705    10,674,777 
Property and equipment, net   1,067,679    1,234,221 
Intangible assets   44,423    42,000 
Total assets  $7,850,807   $11,950,998 
           
           
Accounts payable  $1,492,526   $1,866,163 
Accrued expenses and other current liabilities   3,251,262    2,097,431 
Other liabilities   1,390,181    1,354,621 
Common stock classified outside of stockholders’ equity (deficit)   7,854,682    10,976,797 
Total stockholders’ equity (deficit)   (6,137,844)   (4,344,014)
Total liabilities, common stock classified outside of stockholders’ equity (deficit) and stockholders’ equity (deficit)  $7,850,807   $11,950,998 

 

 

 

 

 

The condensed consolidated balance sheet at December 31, 2011 is  derived from the audited consolidated financial statements at the date included in the Company’s Form 10-K for the fiscal year ended December 31, 2011.  The condensed consolidated balance sheet at March 31, 2012 is derived from the unaudited financial statements included in the Company’s Form 10-Q for the quarter ended March 31, 2012  

 

 

 

 

 

Page 3 of 4
 

 

RESPONSE GENETICS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

   Three Months Ended 
March 31,
 
   2011   2012 
Net revenue  $5,927,575   $3,981,644 
Operating expenses:          
Cost of revenue   2,700,922    2,700,858 
Selling and marketing   1,439,125    1,453,807 
General and administrative   1,877,345    2,358,450 
Research and development   164,342    569,955 
Total operating expenses   6,181,735    7,083,070 
Operating loss   (254,160)   (3,101,426)
Other income (expense):          
Interest expense   (2,783)   (23,177)
Interest income   52    14 
Loss before income tax provision   (256,891)   (3,124,589)
Income tax provision        
Net loss  $(256,891)   (3,124,589)
Unrealized gain (loss) on foreign currency translation   (42,778)   (512)
Comprehensive loss  $(299,669)  $(3,125,101)
           
Net loss per share — basic and diluted  $(0.01)  $(0.14)
           
Weighted-average common shares — basic and diluted   18,358,892    22,948,916 

 

 

The condensed consolidated statements of operations at March 31, 2011 and 2012 are derived from the unaudited financial statements included in the Company’s Form 10-Q for the quarter ended March 31, 2012.  

 

 

 

 

Page 4 of 4
 

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