-----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, KryVf+Pl37ly+1coz+cpJUgw0e8L5pq/Njq6ezuos6Mk3S3d0O42IjNlaft/Fc+5 nPiQnHjrL+bGzjFm2lA3NQ== 0001157523-03-003045.txt : 20030718 0001157523-03-003045.hdr.sgml : 20030718 20030718090829 ACCESSION NUMBER: 0001157523-03-003045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030718 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030718 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: 03792235 BUSINESS ADDRESS: STREET 1: 3865 N BUSINESS CENTER DRIVE CITY: TUCSON STATE: AZ ZIP: 85705 BUSINESS PHONE: 5208872155 MAIL ADDRESS: STREET 1: 3865 N BUSINESS CENTER DR CITY: TUCSON STATE: AZ ZIP: 85705 8-K 1 a4436765.txt VENTANA MEDICAL SYSTEMS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2003 Date of Report (date of earliest event reported) ____________________ VENTANA MEDICAL SYSTEMS, INC. (Exact name of Registrant as specified in its charter) State of Delaware 000-20931 94-2976937 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 1910 Innovation Park Drive Tucson, AZ 85737 (Address of principal executive offices) (520) 887-2155 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ________________________________________________________________________________ Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated as of July 18, 2003 Item 9. Regulation FD Disclosure (pursuant to Item 12) In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 18, 2003, Ventana Medical Systems, Inc. ("Ventana") issued a press release regarding Ventana's results of operations for the quarter ended June 30, 2003, and disclosing material non-public information. The press release is attached hereto as Exhibits 99.1 and is incorporated herein by reference. 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. VENTANA MEDICAL SYSTEMS, INC. By: /s/_NICHOLAS MALDEN_________________________ Nicholas Malden Vice President, Chief Financial Officer and Secretary Date: July 18, 2003 EXHIBIT INDEX Exhibit Description 99.1 Press release issued by Ventana Medical Systems, Inc. dated July 18, 2003 Exhibit 99.1 VMSI REPORTS STRONG SECOND-QUARTER RESULTS Company Exceeds Revenue and EPS Expectations Raises Estimates for 2003 TUCSON, Ariz.--(BUSINESS WIRE)--July 18, 2003--Ventana Medical Systems, Inc. (Nasdaq:VMSI), today reported sales of $33.5 million for the quarter ending June 30, 2003, a 30% increase over second-quarter 2002 and a 14% sequential growth from first-quarter 2003. Net income for the second quarter was $3.3 million, compared with $0.5 million for the same period in 2002. Second quarter diluted earnings per share were $0.20, versus $0.03 in 2002. SECOND-QUARTER 2003 "Reagent and instrument revenues both grew 30% versus last year's second quarter and 11% and 27%, respectively, from the first quarter of this year," commented Christopher Gleeson, Ventana's President and Chief Executive Officer. "We continue to experience strong demand for our BenchMark(R) system, with both placements and capital conversions running ahead of our expectations. In addition, we have successfully placed several new BenchMark(R) XT systems in both North America and Europe in advance of an official Q3 launch." Gross margin was 72% in the quarter versus 69% in the second quarter of 2002. R&D investment increased 27% versus second-quarter 2002. This increase was driven primarily by the Company's aggressive new platform development programs for the anatomical pathology market and, in particular, its reagent chemistry application initiatives for both the histology and molecular discovery businesses. The Company generated $10 million in operating cash flow for the quarter. Days sales outstanding (DSO) and days sales in inventory (DSI) were 64 and 102, respectively, compared with 65 and 129 in the first quarter 2003 and 73 and 166 for the same period in 2002. YEAR-TO-DATE 2003 Net sales for the six months ended June 30, 2003, increased to a record $62.7 million from $47.9 million for the same period in 2002. The overall 31% increase was paced by 34% year-over-year instrument revenue growth. Gross margins improved 219 basis points and R&D spending increased by 23%. Year-to-date net income of $4.7 million compared with a $77,000 net loss in 2002. Year-to-date income per share of $0.28 per share compares with breakeven per share for the comparable period last year. CALENDAR YEAR 2003 OUTLOOK The Company advised it expects that both revenue and earnings for the full year to be above current expectations. Revenue will be in a range of $128-$130 million, up from the current range of $126-$128 million, and earnings per share in a range of $0.70-$0.72, up from the 2003 consensus of $0.66 as at the end of the second quarter. CONFERENCE CALL Ventana will hold a conference call to discuss second-quarter 2003 results and the outlook for 2003 at 10:00 a.m. EST on Friday, July 18, 2003. The call can be accessed live and will be available for replay over the Internet via www.vcall.com. Ventana develops, manufactures and markets instrument/reagent systems that automate tissue preparation and slide 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. The news release contains certain forward-looking statements within the meaning of the Federal Securities laws. These forward-looking statements include, but are not limited to, statements regarding our ability to grow sales, future income, and general financial performance expectations. Investors are cautioned that all forward-looking statements involve risks and uncertainties that could cause actual results to differ, perhaps materially, from those anticipated or suggested by such forward-looking statements. These risks and uncertainties include, without limitations, risks associated with market acceptance of new automated histology products, continued success in asset management, continued improvements in our manufacturing efficiencies, on-schedule launches of our new products, currency exchange rate variability, competition and competitive pressures on pricing and general economic conditions in the United States and in the regions served by Ventana, and those risk factors contained in our periodic reports including Form 10-K for the year ended December 31, 2002, and all other Securities and Exchange Commission (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. We cannot guarantee any future operating results, activity, performance or achievement. Visit the Ventana Medical Systems, Inc. website at www.ventanamed.com. The Molecular Discovery Systems Division has its own website at www.ventanadiscovery.com. Ventana Medical Systems, Inc. Condensed Consolidated Balance Sheets (in thousands except share data) (Unaudited) June 30, Dec. 31, ASSETS 2003 2002 --------- --------- Current assets: Cash and cash equivalents $ 27,792 $ 18,708 Accounts receivable, net 25,251 22,623 Inventories 9,762 13,901 Prepaid expenses 930 878 Deferred tax benefit, current portion 2,359 2,386 Other current assets 430 1,210 --------- --------- Total current assets 66,524 59,706 Property and equipment, net 43,853 43,777 Goodwill 2,804 2,804 Intangible assets, net 8,093 8,819 Other assets 3,744 3,615 Deferred tax benefit, long term portion 6,414 6,416 --------- --------- Total assets $131,432 $125,137 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,292 $ 8,446 Other current liabilities 12,836 12,230 --------- --------- Total current liabilities 22,128 20,676 Long-term debt 2,331 2,357 Commitments and Contingencies Stockholders' equity: Common stock -- $.001 par value; 50,000 shares authorized; 16,410 and 16,346 shares issued and outstanding at June 30, 2003, and December 31, 2002, respectively 16 16 Additional paid-in capital 146,430 144,641 Accumulated deficit (36,404) (41,121) Accumulated other comprehensive loss (819) (832) Treasury stock -- 127 shares, at cost (2,250) (600) --------- --------- Total stockholders' equity 106,973 102,104 --------- --------- Total liabilities and stockholders' equity $131,432 $125,137 ========= ========= Ventana Medical Systems, Inc. Condensed Consolidated Statements of Operations (in thousands except per-share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, -------- -------- 2003 2002 2003 2002 -------- -------- -------- -------- Sales: Reagents and other $25,726 $19,800 $48,902 $37,635 Instruments 7,725 5,951 13,809 10,298 -------- -------- -------- -------- Total net sales 33,451 25,751 62,711 47,933 Cost of goods sold 9,357 7,885 17,854 14,695 -------- -------- -------- -------- Gross profit 24,094 17,866 44,857 33,238 Operating expenses: Research and development 4,872 3,849 9,167 7,471 Selling, general and administrative 15,615 12,930 30,308 24,638 Amortization of acquisition costs 462 396 919 808 -------- -------- -------- -------- Income (loss) from operations 3,145 691 4,463 321 Interest and other income (expense) 215 63 383 66 -------- -------- -------- -------- Income (loss) before taxes 3,360 754 4,846 387 (Provision for) benefit from income taxes (62) (276) (129) (464) -------- -------- -------- -------- Net income (loss) $ 3,298 $ 478 $ 4,717 $ (77) ======== ======== ======== ======== Per-share data: Net income (loss) --Basic $ 0.20 $ 0.03 $ 0.29 $ (0.00) ======== ======== ======== ======== --Diluted $ 0.20 $ 0.03 $ 0.28 $ (0.00) ======== ======== ======== ======== Shares used in computing per-share data: --Basic 16,354 16,258 16,358 16,225 ======== ======== ======== ======== --Diluted 16,878 16,622 16,766 16,225 ======== ======== ======== ======== Ventana Medical Systems, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) Six Months Ended June 30, ----------------- 2003 2002 -------- -------- Operating activities: Net income (loss) $ 4,717 $ (77) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 4,635 3,819 Changes in operating assets and liabilities 3,591 (1,998) -------- -------- Net cash provided by operating activities 12,943 1,744 Investing activities: Purchase of property and equipment (3,792) (4,411) Purchase of intangible assets, net (193) (158) -------- -------- Net cash used in investing activities (3,985) (4,569) Financing activities: Issuance of common stock 1,789 2,867 Repayments of debt (26) (101) Repurchase of common stock (1,650) - -------- -------- Net cash provided by financing activities 113 2,766 Effect of exchange rate change on cash 13 174 -------- -------- Net increase in cash and cash equivalents 9,084 115 Cash and cash equivalents, beginning of period 18,708 12,280 -------- -------- Cash and cash equivalents, end of period $27,792 $12,395 ======== ======== CONTACT: Ventana Medical Systems, Inc., Tucson Christopher M. Gleeson, President and CEO, 520-229-3787 Nick Malden, Chief Financial Officer, 520-229-3857 -----END PRIVACY-ENHANCED MESSAGE-----