-----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,
FBVwa2kwn35D2RmrZX2hJl5x/3oL8k/ePGPyScO2pao3qpXOUVNQEeqMmU3+PefN
yFZLzOtOUQQI8eEYmsUbVw==
0001102624-06-000032.txt : 20060210
0001102624-06-000032.hdr.sgml : 20060210
20060210084318
ACCESSION NUMBER: 0001102624-06-000032
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20060210
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20060210
DATE AS OF CHANGE: 20060210
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VENTANA MEDICAL SYSTEMS INC
CENTRAL INDEX KEY: 0000893160
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 942976937
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-20931
FILM NUMBER: 06595417
BUSINESS ADDRESS:
STREET 1: 1910 INNOVATION PARK DRIVE
CITY: TUCSON
STATE: AZ
ZIP: 85755
BUSINESS PHONE: 800-227-2155
MAIL ADDRESS:
STREET 1: 1910 INNOVATION PARK DRIVE
CITY: TUCSON
STATE: AZ
ZIP: 85755
8-K
1
ventana8k.htm
VENTANA MEDICAL SYSTEMS 8K
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: February 10, 2006
(Date of earliest event reported)
|
Ventana Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
|
|
AZ
(State or other jurisdiction of incorporation)
|
000-20931
(Commission File Number)
|
94-2976937
(IRS Employer Identification Number)
|
|
1910 E. Innovation Park Drive, Tucson
(Address of principal executive offices)
|
|
85755
(Zip Code)
|
520-887-2155 (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:
- o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
Press Release of Ventana Medical Systems, Inc. dated February 10, 2006
99.1 Press Release of Ventana Medical Systems, Inc. dated February 10, 2006
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.
|
Dated: February 10, 2006
|
VENTANA MEDICAL SYSTEMS, INC.
By: /s/ Nicholas Malden
Nicholas Malden
Senior Vice President, Chief Financial Officer and Secretary
|
Exhibit Index
|
Exhibit No. |
Description |
99.1 |
Press Release of Ventana Medical Systems, Inc. dated February 10, 2006 |
EX-99
2
ventanamedicalsyste.htm
VENTANA MEDICAL SYSTEMS PRESS RELEASE
Ventana Reports Fourth Quarter Results
TUCSON, AZ -- 02/10/2006 -- Ventana Medical Systems, Inc. (NASDAQ: VMSI)
today reported sales of $54.3 million for the quarter ending December 31,
2005, a 13% increase over the fourth quarter of 2004. The Company reported
GAAP net income for the fourth quarter of $10.6 million, or $0.29 per
diluted share, compared with GAAP net income of $8.6 million, or $0.24 per
share, in the fourth quarter of 2004.
"Reagents and other revenues grew 19% versus last year's fourth quarter,
while instrument revenue decreased by 9% in the quarter versus last year,"
commented Christopher Gleeson, Ventana's President and Chief Executive
Officer. "We expected that fourth quarter revenue comparisons would be
tough given the strength of the U.S. Dollar compared to last year, but we
continue to see strong demand for our BenchMark® XT and LT systems with
record overall placements for the Company in the quarter."
Gross margin was 74.6% in the quarter versus 76.3% in the fourth quarter of
2004 primarily due to foreign currency weakness and lower instrument
volumes in the Company's high margin Drug Discovery business. R&D
investment was $6.3 million in the quarter, up 15% versus fourth quarter
2004. This increase was driven primarily by our new platform development
activities, reagent chemistry application initiatives and workflow
management programs for the histology market.
The Company had a net increase in cash and investments in the quarter of
$3.9 million including the repurchase of 164 thousand shares for
approximately $5.8 million.
FULL YEAR 2005
Net sales for the twelve months ended December 31, 2005, increased 20% to
$199.1 million from $166.1 million in 2004. GAAP net income for the year
ended December 31, 2005, was $25.5 million, or $0.69 per diluted share,
compared to $21.3 million, or $0.59 per diluted share, for the twelve
months ending December 31, 2004. Non-GAAP net income for 2005 was $28.8
million, or $0.78 per diluted share compared with non-GAAP net income of
$22.4 million and $0.62 per diluted share in 2004. The non-GAAP numbers for
2005 exclude the $5.0 million pre-tax ($3.3 million tax-effected, or $0.09
per diluted share) non-cash charge taken last quarter to record a potential
liability associated with the on-going litigation with Cytologix. In the
third quarter 2004, the Company recorded non-cash special charges of $1.8
million ($1.1 million tax-effected, or $0.03 per diluted share) to
write-off the value of certain imaging technology-related intangibles and
other assets in connection with the TriPath Imaging supply agreement.
For the year, cash and investments decreased $1.9 million driven by the
repurchase of 965 thousand shares for approximately $36.3 million over the
twelve-month period ending December 31, 2005.
"2005 was a productive year for Ventana," Gleeson further commented. "We
placed over 700 advanced staining systems and launched our Ventana Image
Analysis System with the relevant FDA clearances for our breast panel
tests. In addition, we are delighted with the progress we've made in the
development of our new Symphony primary staining system. The performance of
the system exceeds our expectations in terms of slide quality and we remain
right on track to launch the system in the second quarter of 2006 with beta
systems shipping in the next three weeks. On the reagent side, we have
successfully developed a number of key rabbit monoclonal antibodies,
expanded our molecular probe and related product capabilities, and launched
ultraView™, an innovative detection technology for highly sensitive
immunohistochemistry applications. Additionally, our development teams have
been working on new software connectivity solutions to interface our
systems and improve laboratory workflow and patient sample integrity."
CALENDAR YEAR 2006 and 2007 OUTLOOK
The Company expects 2006 revenues to grow approximately 20% to between
$236.0 million and $238.0 million and diluted earnings per share to be
approximately $0.95 before considering any changes in accounting for
stock-based compensation. The anticipated earnings number is below the
current range of published estimates, but consistent with management's
decision to accelerate investment in R&D and Commercial Operations to jump
start certain product development and technology programs while
strengthening the global sales and support organizations.
For 2007 the Company expects revenue growth of at least 25% and operating
income between 23% and 25% of revenues.
USE OF NON-GAAP FINANCIAL MEASURES
Ventana's management believes that non-GAAP measures provide meaningful
supplemental information regarding our performance and liquidity by
excluding certain expenses that may not be indicative of our core business
operating results. Ventana believes that both management and investors
benefit from referring to these non-GAAP financial measures in assessing
Ventana's performance and when planning, forecasting and analyzing future
periods. These non-GAAP financial measures also facilitate management's
internal comparisons to historical performance. We include these non-GAAP
financial measures because we believe they are useful to investors in
allowing for greater transparency with respect to supplemental information
used by management in its financial and operational decision-making. These
non-GAAP measures should be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for, or
superior to GAAP results. The non-GAAP information excludes items such as
special charges, which may have a material effect on our net income (loss)
and net income (loss) per share calculated in accordance with GAAP. We
exclude these charges and the related tax benefit from these charges when
analyzing our financial results as the items are distinguishable events and
have no impact to our ongoing results of operations. We believe that by
viewing our results of operations excluding these charges, investors are
given an indication of the ongoing results of our operations.
CONFERENCE CALL
Ventana will hold a conference call to discuss fourth-quarter 2005 results
and the outlook for the full year at 10:00 a.m. Eastern on Friday, February
10, 2006. The call can be accessed live and will be available for replay
over the Internet via www.viavid.net.
Ventana develops, manufactures, and markets instrument/reagent systems that
automate slide preparation and staining in clinical histology and drug
discovery laboratories worldwide. Ventana's clinical systems are important
tools used in the diagnosis and treatment of cancer and infectious
diseases. Ventana's drug discovery systems are used to accelerate the
discovery of new drug targets and evaluate the safety of new drug
compounds.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements within the meaning
of the Federal Securities laws. These forward-looking statements include
our expected revenue growth and profitability for 2006 and 2007. These
forward-looking statements are subject to numerous risks and uncertainties,
and actual results may vary materially. We may not achieve anticipated
future operating results, and product development activities may not be as
successful as we expect in terms of the timing of product availability to
the market or customer rates of adoption. Other risks and uncertainties
include risks associated with the development, manufacturing, marketing,
and sale of medical products, competitive factors, general economic
conditions, legal disputes, and government actions, and those other risks
and uncertainties contained in our most recent Annual Report filed with the
Securities and Exchange Commission (SEC) on Form 10-K, and all subsequent
SEC filings. Copies of filings made with the SEC are available through the
SEC's electronic data gathering analysis retrieval system (EDGAR) at
www.sec.gov. We undertake no obligation following the date of this release
to update or revise our forward-looking statements or to update the reasons
actual results could differ materially from those anticipated in
forward-looking statements. We caution you not to place undue reliance
upon any such forward-looking statements, which speak only as of the date
such statements are made. Past performance is not indicative of future
results. We cannot guarantee any future operating results, activity,
performance, or achievement.
Visit the Ventana Medical Systems, Inc. website at www.ventanamed.com.
VENTANA MEDICAL SYSTEMS, INC.
Reconcilation of GAAP Informatioin to Non-GAAP Information
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended Twelve Months Ended
December 31, 2005 December 31, 2005
----------------------------------------
2005 2004 2005 2004
------- ------- ------- -------
GAAP net income $10,583 $ 8,629 $25,488 $21,289
Special charges, net of tax
(1) Cytologix litigation
accrual - - 3,275 -
(2) Tri-path intangible
write-off - - - 1,409
------- ------- ------- -------
Non-GAAP net income $10,583 $ 8,629 $28,763 $22,698
Diluted GAAP net income per
share $ 0.29 $ 0.24 $ 0.69 $ 0.59
------- ------- ------- -------
Diluted Non-GAAP net income
per share $ 0.29 $ 0.24 $ 0.78 $ 0.63
------- ------- ------- -------
Diluted shares used in
calculation 36,359 36,254 36,761 35,908
======= ======= ======= =======
(1) On September 22, 2005 the Company announced that it expected to record
a pre-tax charge of approximately $5.0 million, or $0.09 per share in the
third-quarter of 2005 for potential damage liabilities associated with the
Court of Appeal for the Federal Circuits decision to uphold a lower
courts 2003 finding of infringement by Ventanas previous generation
BenchMark® and Discovery® systems of certain of the claims of Cytologix
U.S. Patent Nos. 6,180,061 and 6,183,693. The case is expected to return to
District Court for scheduling of further proceedings on the issues of
patent damages and anti-trust related claims. At the present time,
Cytologix U.S. Patent Nos. 6,180,061 and 6,183,693 are under
re-examination by the U.S. Patent & Trademark Office.
(2) On September 16, 2004 the Company announced that it had signed a
five-year global supply agreement with TriPath Imaging Inc. (NASDAQ: TPTH).
Under the agreement, Ventana obtained exclusive rights to sell and
distribute worldwide a Ventana-branded version of TriPath Imaging's
interactive histology imaging system that will be optimized for both
Ventana and TriPath Imaging assays. Ventana recorded a special charge of
approximately $1.8 million, or $0.04 per share, in the third quarter
relating to the impairment of certain intangible and fixed assets
associated with the Company's previous transaction with Molecular
Diagnostics, Inc.
VENTANA MEDICAL SYSTEMS, INC.
Consolidated Balance Sheets
(in thousands, except per share data)
(Unaudited)
December 31,
2005 2004
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 17,519 $ 33,354
Short-term investments 27,892 20,149
Trade accounts receivable, net 38,170 33,292
Inventories, net 12,888 10,877
Deferred tax assets 7,969 6,544
Prepaids and other current assets 2,412 2,188
-------- --------
Total current assets 106,850 106,404
Property and equipment, net 54,195 47,679
Deferred tax assets, net of current portion 13,056 11,329
Long-term investments 6,209 -
Goodwill 2,804 2,804
Intangible assets, net 8,779 7,097
Capitalized software development costs, net 2,741 2,249
Other assets 1,898 2,586
-------- --------
Total assets $196,532 $180,148
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 10,660 $ 10,418
Other current liabilities 30,954 25,849
-------- --------
Total current liabilities 41,614 36,267
Long-term debt 1,996 2,182
Other long-term liabilites 618 549
Commitments and Contingencies
Stockholders' equity
Common stock-$.001 par value; 50,000 shares
authorized, 36,226 and 35,100 shares issued and
outstanding at December 31, 2005 and 2004,
respectively 36 35
Additional paid-in-capital 199,580 176,211
Deferred stock-based compensation (382) -
Accumulated income (deficit) 11,628 (13,860)
Accumulated other comprehensive (loss) income (783) 40
Treasury stock-2,140 and 1,189 shares, at cost,
at December 31, 2005 and 2004, respectively (57,775) (21,276)
-------- --------
Total stockholders' equity 152,304 141,150
-------- --------
Total liabilities and stockholders' equity $196,532 $180,148
======== ========
VENTANA MEDICAL SYSTEMS, INC.
Condensed Consolidated Statements of Operations
(in thousands except per share data)
(Unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2005 2004 2005 2004
------- ------- ------- -------
Sales:
Reagents and other $45,115 $37,925 $169,739 $137,124
Instruments 9,139 10,049 29,393 28,978
------- ------- ------- -------
Total net sales 54,254 47,974 199,132 166,102
Cost of goods sold 13,807 11,347 49,832 41,297
------- ------- ------- -------
Gross profit 40,447 36,627 149,300 124,805
Operating expenses:
Research and development 6,345 5,501 25,657 21,242
Selling, general and
administrative 18,598 20,118 79,491 74,306
Amortization of intangible
assets 590 402 2,121 1,326
Special charges - - 5,000 1,758
------- ------- ------- -------
Income from operations 14,914 10,606 37,031 26,173
Interest and other income
(expense) 301 (256) 961 (45)
------- ------- ------- -------
Income before taxes 15,215 10,350 37,992 26,128
Provision for income taxes 4,632 1,721 12,504 4,839
------- ------- ------- -------
Net income $10,583 $ 8,629 $25,488 $21,289
======= ======= ======= =======
Net income per common share:
Basic $ 0.31 $ 0.26 $ 0.74 $ 0.63
======= ======= ======= =======
Diluted $ 0.29 $ 0.24 $ 0.69 $ 0.59
======= ======= ======= =======
Shares used in computing net
income per common share:
Basic 34,060 33,812 34,349 33,610
======= ======= ======= =======
Diluted 36,359 36,254 36,761 35,908
======= ======= ======= =======
VENTANA MEDICAL SYSTEMS, INC.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Years Ended
December 31,
2005 2004
-------- --------
Operating activities:
Net income $ 25,488 $ 21,289
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 13,676 8,492
Non-cash litigation, intangibles and property and
equipment charges 5,000 1,758
Deferred income tax benefit (3,125) (8,909)
Tax benefit from exercise of stock options 9,064 10,430
Amortization of deferred compensation 59 -
Changes in operating assets and liabilities:
Accounts receivable (4,878) (5,894)
Inventories (2,011) (394)
Other assets (955) (1,878)
Accounts payable (108) (413)
Other liabilities 174 9,903
-------- --------
Net cash provided by operating activities 42,384 34,384
Investing activities:
Purchase of property and equipment (18,071) (12,896)
Purchases and expenditures related to intangible
assets (3,453) (4,598)
Purchases of investments (59,712) (23,647)
Proceeds from sale of investments 46,635 23,339
-------- --------
Net cash used in investing activities (34,601) (17,802)
Financing activities:
Issuance of common stock 13,657 10,664
Purchases of common stock for treasury (36,290) (13,820)
Repayments of debt (215) (207)
-------- --------
Net cash used in financing activities (22,848) (3,363)
Effect of exchange rate changes on cash and cash
equivalents (770) 424
-------- --------
Net increase in cash and cash equivalents (15,835) 13,643
Cash and cash equivalents, beginning of year 33,354 19,711
-------- --------
Cash and cash equivalents, end of year $ 17,519 $ 33,354
======== ========
Contact:
Christopher M. Gleeson
President and CEO
(520) 229-3787
Nick Malden
Chief Financial Officer
(520) 229-3857
VENTANA MEDICAL SYSTEMS, INC.
1910 E. Innovation Park Drive
Tucson, Arizona 85755
(520) 887-2155
-----END PRIVACY-ENHANCED MESSAGE-----