8-K/A 1 x8ka122101.txt 8-K/A 12-21-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2001 ------------------------------ COMMISSION FILE NUMBER 0-17714 ------------------------------ XTRANA, INC. (Exact name of Registrant as specified in its charter) DELAWARE 58-1729436 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 590 BURBANK STREET SUITE 205 BROOMFIELD, COLORADO 80020 (Address of principal executive offices) (303) 466-4424 (Registrant's telephone number including area code) N/A (Former name or former address, if changed since last report) ================================================================================ This Current Report on Form 8-K/A amends Item 7(b) of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro Forma Financial Information Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2001 Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2001 Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2000 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements 2 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. Date: February 15, 2002 XTRANA, INC. -------------------------- -------------------------------- (Registrant) /s/ Timothy J. Dahltorp -------------------------------- Timothy J. Dahltorp Chief Executive Officer & Chief Financial Officer 3 XTRANA, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001 UNAUDITED (IN THOUSANDS) Pro Forma Xtrana Adjustments Ref Pro Forma ------ ----------- --- --------- ASSETS Current Assets Cash and Equivalents .......... $ 1,425 $ 3,073 a $ 4,498 Accounts Receivable, net ...... 1,398 (1,384) 14 Inventories ................... 2,135 (2,135) -- Prepaid Expense and Other ..... 379 (234) 145 Note Receivable from Trinity .. -- 855 a 855 -------- -------- -------- Total Current Assets ........ 5,337 175 5,512 Property and Equipment, net ... 1,520 (732) 788 Note Receivable from Trinity .. -- 1,736 a 1,736 Goodwill ...................... 9,125 (466) 8,659 Other Assets .................. 225 (1) 224 -------- -------- -------- TOTAL ASSETS .................... $ 16,207 $ 712 $ 16,919 ======== ======== ======== LIABILITIES AND STOCKHOLDER'S EQUITY Total Current Liabilities ....... $ 1,757 $ (928) $ 829 Deferred Tax Liability .......... 164 (164) -- Stockholder's Equity Common Stock .................. 173 173 Additional Paid-in-Capital .... 19,278 19,278 Retained Earnings ............. (4,398) 1,804 b (2,594) Accumulated Other Comprehen- sive Loss ................... (767) (767) -------- -------- -------- Total Stockholder's Equity .. 14,286 1,804 16,090 -------- -------- -------- TOTAL LIABILITIES AND STOCK- HOLDER'S EQUITY ............... $ 16,207 $ 712 $ 16,919 ======== ======== ======== 4 XTRANA, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 UNAUDITED (IN THOUSANDS EXCEPT PER SHARE DATA) Pro Forma Xtrana Adjustments Ref Pro Forma ------ ----------- --- --------- Sales ........................... $ 6,815 $ 6,538 $ 277 Cost of sales ................... 3,712 3,595 117 -------- -------- -------- Gross profit .................. 3,103 2,943 160 Operating expenses Selling, general and administrative .............. 4,471 2,271 2,200 Research and development ...... 1,418 408 1,010 -------- -------- -------- Total operating expenses .... 5,889 2,679 3,210 Other (income) .................. (88) 151 a (239) -------- -------- -------- Income (loss) before taxes ...... (2,698) 113 (2,811) Income tax expense .............. 44 44 -- -------- -------- -------- Net income (loss) ............... $ (2,742) $ 69 $ (2,811) ======== ======== ======== Weighted average shares outstanding ................... 17,192 17,192 Diluted (loss) per share ........ $ (0.16) $ (0.16) 5 XTRANA, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 UNAUDITED (IN THOUSANDS EXCEPT PER SHARE DATA) Pro Forma Xtrana Adjustments Ref Pro Forma ------ ----------- --- --------- Sales ........................... $ 9,838 $ 9,722 $ 116 Cost of sales ................... 5,313 5,153 160 -------- -------- -------- Gross profit .................. 4,525 4,569 (44) Operating expenses Selling, general and administrative .............. 4,541 3,042 1,499 Research and development ...... 699 398 301 -------- -------- -------- Total operating expenses .... 5,240 3,440 1,800 Other (income) .................. (247) 54 a (301) -------- -------- -------- Income (loss) before taxes from continuing operations .... (468) 1,075 (1,543) Income tax expense .............. 563 563 -- -------- -------- -------- Net income (loss) from continuing operations ......... (1,031) 512 (1,543) Discontinued operations net of tax .................... 78 78 -------- -------- -------- Net income (loss) ............... $ (1,109) $ 434 $ (1,543) ======== ======== ======== Weighted average shares outstanding ................... 11,842 11,842 Diluted (loss) per share from: Continuing operations ......... $ (0.09) $ (0.13) Discontinued operations ....... (0.00) (0.00) -------- -------- Net loss .................... $ (0.09) $ (0.13) ======== ======== 6 NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) The unaudited pro forma condensed consolidated statement of operations of Xtrana, Inc. (the "Company") for the twelve months ended December 31, 2000 gives effect to the consolidated results of operations of the Company as if the sale by the Company of its Hemostasis business segment to Trinity Biotech plc, effective as of December 21, 2001 (the "Asset Sale"), occurred at January 1, 2000. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2001 gives effect to the consolidated results of operations as if the Asset Sale occurred at January 1, 2001. These results are not necessarily indicative of the consolidated results of operations of the Company as they may be in the future, or as they might have been had these events been effective at January 1, 2000 and 2001, respectively. The unaudited pro forma condensed statements are based on the historical results of operations of the Company, and have been prepared to reflect the sale of the Hemostasis operations by the Company. The unaudited pro forma condensed consolidated balance sheet gives effect to the financial position at September 30, 2001 as if the Asset Sale occurred at September 30, 2001. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements of the Company and the related notes thereto. PRO FORMA ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2001: a) Gives effect to the interest income from (a) the excess cash generated from the Asset Sale at money market rates; and (b) the secured notes at a rate of 5% per annum. PRO FORMA ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 2001: a) To record the consideration received by the Company in the Asset Sale of $6,250 consisting of cash and notes as follows: (a) $3,659 in cash paid at closing; (b) a note in the amount of $855 due one year from the closing date; (c) a note in the amount of $1,166 due two years from the closing date; and (d) a note in the amount of $570 due three years from the closing date. The cash consideration is reduced by approximately $586 in costs related to the transaction. An additional $59 in transaction costs is reflected as accounts payable, as these costs will be paid as the secured notes are collected. b) To reflect the gain on the Asset Sale less total closing costs of $645. 7