Form 10-Q/A
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q/A

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2004

 

Or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number: 000-30975

 


 

TRANSGENOMIC, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   911789357

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

12325 Emmet Street, Omaha, Nebraska   68164
(Address of principal executive offices)   (Zip Code)

 

(402) 452-5400

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past

90 days.     Yes  x    No   ¨

 

Indicate by check mark whether the registrant is accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934.    Yes  ¨    No  x

 

As of November 15, 2004, the number of shares of common stock outstanding was 29,070,651.

 



Table of Contents

Explanatory Note

 

We are amending our quarterly report on Form 10-Q for the quarterly period ended September 30, 2004 (“Form 10-Q”) for certain adjustments that are required to appropriately report cash flows from operating and investing activities in the condensed consolidated statements of cash flows included in Part I, Item 1 herein and related cash flow disclosures included in Part I, Item 2. These restatements are discussed in Note M to the condensed consolidated financial statements and result only in a reclassification of certain items within the condensed consolidated statements of cash flows. They have no effect on the net change in cash and cash equivalents for any period reported or any other line item in the condensed consolidated financial statements. Except to the extent affected by the correction of this error, we have made no other changes to our Form 10-Q.


Table of Contents

TRANSGENOMIC INC.

 

INDEX

 

          Page No.

PART I.

   FINANCIAL INFORMATION    1

Item 1.

   Financial Statements    1
     Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003    1
     Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2004 and 2003    2
     Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 (restated) and 2003 (restated)    3
     Notes to Condensed Consolidated Financial Statements    4

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    12

Item 4.

   Controls and Procedures    20

PART II

   OTHER INFORMATION    21

Item 6.

   Exhibits    21
Signatures    23


Table of Contents

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Transgenomic, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands except share and per share data)

 

    

September 30,

2004


   

December 31,

2003


 
ASSETS                 
Current Assets                 

Cash and cash equivalents

   $ 1,125     $ 1,241  

Accounts receivable—net

     10,306       10,877  

Inventories

     7,193       10,584  

Prepaid expenses and other current assets

     1,700       1,676  
    


 


Total Current Assets

     20,324       24,378  
Property and Equipment                 

Land and buildings

     2,263       2,239  

Equipment

     21,581       20,362  

Furniture and fixtures

     9,092       9,054  
    


 


Total property and equipment

     32,936       31,655  

Less: accumulated depreciation

     18,032       12,951  
    


 


Net property and equipment

     14,904       18,704  

Goodwill

     638       10,503  

Intangible and other assets

     5,811       3,721  
    


 


Total Assets

   $ 41,677     $ 57,306  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current Liabilities

                

Accounts payable

   $ 3,651     $ 3,580  

Other accrued expenses

     4,451       3,874  

Accrued compensation

     1,199       959  

Line of credit

     7,906       2,142  

Current portion of long-term debt

     975       1,693  
    


 


Total current liabilities

     18,182       12,248  
Long-term Liabilities                 

Long-term debt

     2,306       —    
    


 


Total liabilities

     20,488       12,248  
Commitments and Contingencies (Note G)                 
Stockholders’ Equity                 

Preferred stock $.01 par value, 15,000,000 shares authorized, none outstanding

     —         —    

Common stock $.01 par value, 60,000,000 shares authorized, 28,887,334 and 28,119,122 issued in 2004 and 2003, respectively

     296       286  

Additional paid-in capital

     119,430       115,904  

Accumulated other comprehensive income (loss)

     1,626       1,597  

Accumulated deficit

     (100,163 )     (72,729 )
    


 


Total stockholders’ equity

     21,189       45,058  
    


 


Total liabilities and stockholders’ equity

   $ 41,677     $ 57,306  
    


 


 

The accompanying notes are an integral part of these financial statements.

 

1


Table of Contents

Transgenomic, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)

 

    

Three Months Ended

September 30,


   

Nine Months Ended

September 30,


 
     2004

    2003

    2004

    2003

 

Net sales

   $ 8,194     $ 7,537     $ 25,834     $ 25,521  

Cost of goods sold

     6,857       6,762       18,484       18,500  
    


 


 


 


Gross profit

     1,337       775       7,350       7,021  

Operating expenses:

                                

Selling, general and administrative

     4,353       4,331       12,866       13,239  

Research and development

     1,743       2,411       5,344       7,098  

Restructuring Charges (Note K)

     —         —         —         738  

Impairment Charges (Note E)

     —         —         11,964       —    
    


 


 


 


       6,096       6,742       30,174       21,075  

Loss from operations

     (4,759 )     (5,967 )     (22,824 )     (14,054 )

Other income (expense):

                                

Interest and investment income/(loss)

     (345 )     2       (371 )     48  

Interest expense

     (378 )     (98 )     (1,313 )     (191 )

Loss on debt extinguishment (Note J)

     (2,859 )     —         (2,859 )     —    

Other, net

     (100 )     (9 )     (161 )     (118 )
    


 


 


 


       (3,682 )     (105 )     (4,704 )     (261 )

Loss before income taxes

     (8,441 )     (6,072 )     (27,528 )     (14,315 )

Current income tax expense (benefit)

     1       25       (94 )     49  
    


 


 


 


Net loss

   $ (8,442 )   $ (6,097 )   $ (27,434 )   $ (14,364 )
    


 


 


 


Basic and diluted weighted average shares outstanding

     29,077,789       24,176,567       28,951,230       23,741,120  

Net loss per common share—basic and diluted

   $ (0.29 )   $ (0.25 )   $ (0.95 )   $ (0.61 )

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Transgenomic, Inc. and Subsidiaries

Condensed Consolidated Statement of Cash Flows (Unaudited)

(In thousands)

 

    

Nine Months Ended

September 30,


 
     2004

    2003

 
     (As restated, see Note M)  
Cash Flows from Operating Activities                 

Net loss

   $ (27,434 )   $ (14,364 )

Adjustments to reconcile net loss to net cash flows from operating activities:

                

Depreciation and amortization

     3,607       3,312  

Impairment charges (Note E)

     11,964       —    

Loss on Debt Extinguishment

     2,859       —    

Non-cash financing charges

     759       364  

Other

     382       140  

Changes in operating assets and liabilities:

                

Purchase of trading securities

     —         (1,565 )

Proceeds from sale of trading securities

     —         1,519  

Accounts receivable

     (2,469 )     1,482  

Inventories

     819       1,909  

Prepaid expenses and other current assets

     (69 )     (192 )

Accounts payable

     100       (158 )

Accrued expenses and other current liabilities

     774       (1,865 )
    


 


Net cash flows from operating activities

     (8,708 )     (9,418 )
Cash Flows from Investing Activities                 

Purchase of property and equipment

     (1,250 )     (5,646 )

Proceeds from the maturities and sale of available for sale securities

     2,768       3,612  

Change in other assets

     26       (152 )
    


 


Net cash flows from investing activities

     1,544       (2,186 )
Cash Flows from Financing Activities                 

Issuance of common stock and common stock warrants

     67       1,787  

Proceeds from long-term debt

     2,750       —    

Payment of long-term debt

     (1,729 )     —    

Line of credit

     6,097       1,371  
    


 


Net cash flows from financing activities

     7,185       3,158  

Effect of foreign currency exchange rates on cash

     (137 )     (148 )
    


 


Net change in cash and cash equivalents

     (116 )     (8,594 )

Cash and cash equivalents at beginning of period

     1,241       9,735  
    


 


Cash and cash equivalents at end of period

   $ 1,125     $ 1,141  
    


 


Non-cash Items:

                

Available for sale securities acquired for goods and services

   $ 3,137     $ 425  
    


 


 

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

A. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated financial statements of Transgenomic, Inc. and Subsidiaries (the “Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. In the opinion of management of the Company, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial positions, the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the consolidated financial statements for the period ended December 31, 2003, that are included in the Company’s 2004 Annual Report on Form 10-K/A-2.

 

The Company has experienced recurring net losses and had an accumulated deficit of $100.2 million at September 30, 2004. Based on the Company’s 2004 and 2005 operating plans, management believes its existing sources of liquidity will be sufficient to meet its cash needs. If necessary, the Company’s management believes they can manage costs and expenses at reduced levels to conserve working capital. The need for any such cost and expense reductions during 2004 and 2005 would likely delay implementation of the Company’s business plan. Additionally, management may pursue additional financing alternatives. Ultimately, the Company must achieve sufficient revenue levels to support its cost structure.

 

Revenue Recognition.

 

Revenue on the sales of products is recognized in accordance with the terms of the sales arrangement. Such recognition is based on receipt of an unconditional customer order and transfer of title and risk of ownership to the customer, typically upon shipment of the product. Our sales terms do not provide for the right of return unless the product is damaged or defective. Revenues from certain services associated with our analytical instruments, to be performed subsequent to shipment of the products, is deferred and recognized when the services are provided. Such services, mainly limited to installation and training services that are not essential to the functionality of the instruments, typically are performed in a timely manner subsequent to shipment of the instrument. The Company also enters into various service contracts that cover installed WAVE Systems. These contracts cover specific time periods and revenue associated with these contracts is deferred and recognized over the service period.

 

During the first quarter of 2004, the Company recognized approximately $196,000 of product sales under bill-and-hold arrangements. Under these arrangements, the customer had accepted title and risk of ownership to the product, but had requested that the Company store the product on behalf of the customer, in a rented freezer, until the second quarter of 2004.

 

During the second quarter of 2004, the Company recognized approximately $450,000 of product sales under the bill-and-hold arrangement. Under these arrangements, the customer had accepted title and risk of ownership to the product, but had requested that the Company store the product on behalf of the customer, in a rented freezer, until the third quarter of 2004. As of September 30, 2004, all products under these arrangements had been shipped to the respective customers.

 

Stock Based Compensation.

 

The Company accounts for its employee stock option grants under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, which utilizes the intrinsic value method. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair market value of the Company’s common stock at the date of grant over the stock option exercise price. Stock option grants to nonemployees are accounted for using the fair value method of accounting in accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, using the Black-Scholes model.

 

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Table of Contents

Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

The following table illustrates the effect on net loss and loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock based employee compensation.

 

     Three Months Ended

    Nine Months Ended

 
    

September 30,

2004


   

September 30,

2003


   

September 30,

2004


   

September 30,

2003


 

Net Loss:

                                

As reported

   $ (8,442 )   $ (6,097 )   $ (27,434 )   $ (14,364 )

Pro forma

   $ (8,722 )   $ (6,498 )   $ (28,198 )   $ (15,685 )

Basic and Diluted Loss Per Share:

                                

As reported

   $ (0.29 )   $ (0.25 )   $ (0.95 )   $ (0.61 )

Pro forma

   $ (0.30 )   $ (0.27 )   $ (0.97 )   $ (0.66 )

 

B. INVESTMENTS

 

As of September 30, 2004 and December 31, 2003, the Company had no available-for-sale securities.

 

In January and March 2004, the Company entered into addendums to an existing supply agreement with Geron Corporation. The addendums allowed Geron to pay for products being manufactured by the Company under the addendum with Geron common stock. As a result in January 2004, Geron issued 85,885 shares of common stock, valued at $959,000, to the Company as a prepayment for products. On February 12, 2004 the Company sold these shares for $932,000 resulting in a loss of $27,000, which is reflected in the current earnings.

 

In March 2004, Geron issued 33,662 shares of common stock, valued at $289,000, to the Company as a prepayment for products. In April 2004, Geron issued 140,872 shares of common stock, valued at $1,288,000, to the Company as prepayment and payment for products. On July 1, 2004 the company sold these shares for $1,361,328 resulting in a loss of $215,672, which is reflected in the current earnings.

 

In July, 2004, Geron issued 75,247 shares of common stock, valued at $601,371, to the Company as payment and prepayment for products. On July 28, 2004 and July 29, 2004, the Company sold these shares for $474,212 resulting in a loss of $127,159, which is reflected in the current earnings.

 

Included in accounts receivables at September 30, 2004 are amounts due from Geron totaling $1.3 million. In October 2004 these Geron receivables were exchanged for 208,131 shares of Geron common stock. During November 2004, the Company sold these shares for $1.5 million resulting in a gain of $173,000 that will be recognized during the three months ending December 31, 2004.

 

All shares acquired from Geron during 2004 are being accounted for as available for sale securities.

 

In September 2003, the Company entered into an addendum to an existing supply agreement with Geron. The addendum allows Geron to pay for products being manufactured under the addendum with Geron as common stock. As a result, Geron issued 31,080 share of common stock to the Company as a prepayment for products. These shares are accounted for as available for sale securities.

 

In June 2003, the Company entered into a license agreement with Geron. As part of the agreement, the Company was required to purchase 310,000 share of Geron common stock for $5.05 per share on June 3, 2002. On June 4, 2003, the Company sold the Geron shares. The purchase and sale of these shares was accounted for as a purchase and sale of trading securities. The purchase price was $1,565,500 and the sale proceeds were $1,519,000 resulting in a trading loss of $46,500. This loss is reflected in current earnings.

 

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Table of Contents

Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

C. INVENTORIES

 

At September 30, 2004, and December 31, 2003, inventories consisted of the following:

 

    

September 30,

2004


  

December 31,

2003


Finished goods

   $ 4,670    $ 5,319

Raw materials and work in progress

     4,956      5,074

Demonstration inventory

     234      191
    

  

Subtotal

     9,860      10,584

Less inventories classified as a long term asset

     2,667      —  
    

  

     $ 7,193    $ 10,584
    

  

 

As of September 30, 2004, the Company had approximately $5.0 million of chemical building block inventory. This inventory primarily includes phosphoramadites and the raw materials to produce phosphoramadites. Based on an analysis of these chemical building blocks as of September 30, 2004 and sales forecast for phosphoramidites, the Company classified $2.7 million of this inventory as a long-term asset under “Intangibles and Other Assets”. The remaining chemical building block inventory of $2.3 million is expected to be sold within twelve months and, accordingly, continues to be classified as current assets.

 

The Company periodically evaluates its inventory of chemical building blocks to determine whether they continue to meet quality and other specifications and over what time period such products are expected to be sold. Product that does not meet quality and other specifications can generally be re-worked to enhance purity. Cost to purify such product and related yield losses will be expensed as incurred.

 

D. INTANGIBLES AND OTHER ASSETS

 

At September 30, 2004, and December 31, 2003, finite lived intangible assets and other assets consisted of the following:

 

     September 30, 2004

  

December 31, 2003


     Cost

  

Accumulated

Amortization


   Net Book
Value


   Cost

   Accumulated
Amortization


   Net Book
Value


Capitalized software

   $ 2,132    $ 1,291    $ 841    $ 2,132    $ 758    $ 1,374

Intellectual property

     765      227      538      765      165      600

Patents

     1,074      188      886      1,035      170      865

Deferred financing costs

     576      114      462      409      —        409

Long term inventory

     2,667      —        2,667      —        —        —  

Other

     605      188      417      656      183      473
    

  

  

  

  

  

Total

   $ 7,819    $ 2,008    $ 5,811    $ 4,997    $ 1,276    $ 3,721
    

  

  

  

  

  

 

Amortization expense for intangible assets was $242,121 and $205,000 during the three months ended September 30, 2004, and 2003, respectively. The Company expects amortization expense for intangible assets to be approximately $345,000 for the remainder of 2004, $1,022,000 in fiscal 2005, $367,000 in fiscal 2006, $377,000 in fiscal 2007, $77,000 in fiscal 2008, $104,000 in fiscal 2009 and $104,000 in fiscal 2010.

 

E. GOODWILL

 

At September 30, 2004, and December 31, 2003, goodwill by operating segment consisted of the following:

 

     BioSystems
operating
segment


   Nucleic Acids
operating
segment


    Total

 

Net balance December 31, 2003

   $ 638    $ 9,865     $ 10,503  

Impairment charges

     —        (9,865 )     (9,865 )
    

  


 


Net balance September 30, 2004

   $ 638    $ —       $ 638  
    

  


 


 

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Table of Contents

Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

During the three months ended March 31, 2004, the Company’s Board of Directors directed management to explore strategic alternatives for the Nucleic Acids operating segment. The ongoing process has included significant due diligence by management, its advisors and prospective independent buyers and other interested parties.

 

Based upon information obtained through this process during the three months ended June 30, 2004, management determined that it was more likely than not that the assets of the Nucleic Acids business were impaired. Accordingly, the Company engaged an external valuation firm to assist with the completion of a mid-year impairment test. As a result, the Company recorded a non-cash charge of $11,964,387 related to its Nucleic Acids segment during the three months ended June 30, 2004. The charge consisted of $9,864,387 related to the impairment of goodwill and $2,100,000 related to the impairment of property and equipment.

 

F. STOCKHOLDERS’ EQUITY AND STOCK OPTIONS

 

Other Comprehensive Income. Results of operations for the Company’s foreign subsidiary are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rate in effect on the balance sheet dates. These translation adjustments, along with unrealized gains and losses on available-for-sale securities, are the Company’s only components of other comprehensive income.

 

     Three Months Ended
September 30,


    Nine Months Ended
September 30,


 
     2004

    2003

    2004

    2003

 

Net loss

   $ (8,442 )   $ (6,097 )   $ (27,434 )   $ (14,364 )

Unrealized gain on available for sale securities

     —         148       —         148  

Currency translation adjustments

     (126 )     116       29       283  
    


 


 


 


Total comprehensive loss

   $ (8,568 )   $ (5,833 )   $ (27,405 )   $ (13,933 )
    


 


 


 


 

Stock Options. During the nine months ended September 30, 2004, the Company granted 360,000 options at an exercise price of between $1.32 to $2.57 per share. The following table summarizes activity under the 1997 Stock Option Plan during the nine months ended September 30, 2004.

 

     Number of
Options


    Weighted
Average
Exercise Price


Balance at December 31, 2003

   5,692,916     $ 5.37

Granted

   360,000     $ 1.74

Exercised

   —         —  

Forfeited

   (317,133 )   $ 5.05
    

 

Balance at September 30, 2004

   5,735,783     $ 5.15
    

 

Exercisable at September 30, 2004

   4,362,839     $ 5.80

 

The weighted average fair value of options granted during the first nine months of fiscal 2004 was $1.34 per share. The fair value of each stock option granted is estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for options granted in the first nine months of fiscal 2004: no common stock dividends; risk-free interest rates of 4.14% to 4.79%; 85% volatility; and an expected option life of 3 years. At September 30, 2004, the weighted average remaining contractual life of options outstanding was 5.6 years.

 

G. COMMITMENTS AND CONTINGENCIES

 

The Company has has been named as a defendant in a lawsuit filed in Spain by a prospective distributor who claims that the Company breached a promise to grant the plaintiff a distributorship for certain of the Company’s products in a specific geographic area in Europe. The plaintiff is seeking monetary relief of approximately $500,000. The Company believes the lawsuit is without merit and intends to vigorously defend this matter.

 

The Company is subject to a number of other claims of various amounts, which arise out of the normal course of its business. In the opinion of management, the disposition of all claims currently pending will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

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Table of Contents

Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

H. INCOME TAXES

 

The Company’s tax expense (benefit) relates to its operations in certain foreign countries and certain states. The tax benefit recorded during the nine months ended September 30, 2004 relates to refunds received in the United Kingdom. Due to the Company’s cumulative losses, expected losses in future years and inability to utilize any additional losses as carrybacks, the Company has not provided for an income tax benefit during the nine months ended September 30, 2004, based on management’s determination that it was more likely than not that such benefits would not be realized. The Company will continue to assess the recoverability of deferred tax assets and the related valuation allowance. To the extent the Company begins to generate taxable income in future periods and it determines that such valuation allowance is no longer required, the tax benefit of the remaining deferred tax assets will be recognized at such time. As of September 30, 2004, and December 31, 2003, the Company’s deferred tax assets were offset by a valuation allowance of approximately $41.4 million and $30.6 million, respectively.

 

I. OPERATING SEGMENT AND GEOGRAPHIC INFORMATION

 

The Company’s operations are managed based upon the nature of the products and services provided. Accordingly, the Company has determined that it operates in two segments, BioSystems and Nucleic Acids. Operations for these segments are evaluated based upon specific identification of revenues and expenses associated with the business activities resulting in segment operating income (loss). Expenses that cannot be directly identified to an operating activity or are considered corporate overhead are not allocated to the segments in arriving at operating income (loss) for the segment. Generally, decisions regarding asset allocation, financing, or other items impacting the Company’s balance sheet are made at the corporate level and, accordingly, balance sheet information is not typically reviewed by operating segment.

 

The BioSystems operating segment generates revenue from the sale of automated instrument systems and associated consumable products and services. This segment’s products are based upon separations chemistries and enzymology. Specifically, this segment’s main products are the WAVE System, related bioconsumables and research services.

 

The Nucleic Acids operating segment generates revenue from the sale of products and services based upon nucleic acid chemistries, separations chemistries and enzymology. Specifically, this segment’s main products are nucleic acid building blocks or phosphoramidites, oligonucleotides, fluorescent markers, dyes and associated reagents and novel chemistry and process development services.

 

The following is information for net sales and loss from operating income by segment.

 

     Three Months Ended
September 30,


    Nine Months Ended
September 30,


 
     2004

    2003

    2004

    2003

 

Sales

                                

BioSystems

   $ 5,501     $ 6,083     $ 18,450     $ 19,680  

Nucleic Acids

     2,693       1,454       7,384       5,841  
    


 


 


 


Total

   $ 8,194     $ 7,537     $ 25,834     $ 25,521  
    


 


 


 


Loss from Operations

                                

BioSystems

   $ (634 )   $ (768 )   $ (1,309 )   $ (2,056 )

Nucleic Acids, including impairment charge of $11,964 in 2004 (Note E)

     (2,512 )     (3,448 )     (17,073 )     (6,205 )

Corporate

     (1,613 )     (1,751 )     (4,442 )     (5,793 )
    


 


 


 


Total

   $ (4,759 )   $ (5,967 )   $ (22,824 )   $ (14,054 )
    


 


 


 


 

J. LINE OF CREDIT AND LONG-TERM DEBT

 

In December 2003, the Company entered into a $7.5 million line of credit (the “Credit Line”) with Laurus Master Fund, Ltd. (“Laurus”). The term of the Credit Line is three years carrying an interest rate of 2.0% over the prime rate or a minimum of 6.0%. Funds available under the Credit Line are determined by a borrowing base equal

 

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Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

to 90% of eligible accounts receivable balances plus up to $1.0 million related to inventory balances. The Credit Line is secured by most of the Company’s assets. Prior to amendments to the Credit Line discussed below, payment of interest and principal could, under certain circumstances, be made with shares of the Company’s common stock at a fixed conversion price of $2.20 per share. Conversion of this debt to common stock may be made at the election of Laurus or the Company. The Company could elect to convert only if its shares trade at a price exceeding $2.42 per share for ten consecutive trading days, and such conversion is further subject to trading volume limitations and a limitation on the total beneficial ownership by Laurus of the Company’s common stock. Upon entering into the Credit Line, the Company issued warrants to Laurus to acquire 550,000 shares of the Company’s common stock at an exercise price exceeding the average trading price of the Company’s common stock over the ten trading days prior to the date of the warrant. As of September 30, 2004, the Company had approximately $7.1 million outstanding on the Credit Line.

 

In February 2004, the Company entered into a separate $2.75 million convertible note with Laurus (the “Term Note”). The Term Note carries an interest rate of 2.0% over the prime rate or a minimum of 6.0% and has a term of 3 years. Prior to amendments to the Term Note discussed below, the principal and interest on the Term Note could be converted into common stock of the Company at a fixed conversion price of $2.61 per share. Upon entering the Term Note, the Company issued warrants to Laurus to acquire 125,000 shares of its common stock. Borrowings under the Term Note were primarily used to retire the mortgage debt on the Company’s Glasgow facility. Remaining borrowings of approximately $750,000 were used to complete the build-out of the Glasgow facility, complete the consolidation the Company’s Glasgow operations into the new facility and provide funds for operations.

 

Certain features of the Credit Line and Term Note (collectively, the “Laurus Loans”) require the Company to separately account for the value of certain amounts related to the warrants issued and the conversion feature of the Laurus Loans. Specifically, Emerging Issues Task Force (“EITF”) No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, requires the Company to separately value the warrants issued and the “beneficial conversion premium” related to the Laurus Loans. Any borrowings under the Credit Line may result in additional beneficial conversion premiums. The values of the warrants and the beneficial conversion premium have been recorded on the balance sheet as a debt discount and an increase to additional paid in capital. The debt discount recorded for these items will be amortized as expense to the income statement over the terms of the Laurus Loans or as the warrants are exercised or the debt is converted into common stock thereby increasing the effective interest rate on the Laurus Loans. In January and February 2004, Laurus exercised its conversion rights on the Credit Line and converted $2.0 million of amounts outstanding on the Credit Line into approximately 910,000 shares of common stock of the Company. In connection with this conversion, the Company accelerated the amortization of approximately $539,000 of the beneficial conversion premium.

 

In February 2004, Laurus waived the borrowing base limitation on the Credit Line, thereby making the full $7.5 million facility available to the Company regardless of the available collateral. On August 31, 2004, Laurus agreed to extend the borrowing base waiver on the Credit Line through March 19, 2005. In addition, Laurus deferred certain payments due under the Term Note and reduced the interest rate on both of the Laurus Loans to 0% for any day the closing sale price of the Company’s common stock is at or above $1.75 per share. In return, the Company lowered the conversion price on each of the Laurus Loans to $1.00 per share and issued a warrant to Laurus covering an additional 400,000 common shares at an exercise price of $1.25 per share. The closing price of the Company’s common stock on August 31, 2004 was $1.20 per share.

 

The August 31, 2004 Laurus modifications were treated as extinguishments for financial reporting purposes since the change in present value of expected cash flows between the original and modified agreements is greater than 10%. As such, the Company recorded a loss on extinguishment of debt of $2.9 million at August 31, 2004 reflecting the difference between (i) the recorded amount of debt, net of related discounts, of $7.4 million and (ii) the fair value of the new debt instrument of $10.3 million plus the fair value of the new warrants of $120,000. The difference between the fair value of the new debt of $10.3 million and the face value of the debt of $8.6 million represents a premium, which will be reflected as a reduction of interest expense over the life of the new debt.

 

Prospectively, draws on the Credit Line may result in beneficial conversion charges to the extent the price of the Company’s common stock exceeds the conversion price on the day of the draw. Such beneficial charges will be amortized as expense to the income statement during the period the draw remains outstanding or up to the point the debt is converted into common stock thereby increasing the effective interest rate on the Credit Line.

 

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Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

The following table details the components of the Company’s Credit Line, Term Loan and other debt as of September 30, 2004 and December 31, 2003.

 

    

September 30,

2004


  

December 31,

2003


 
Line of Credit    $ 7,089    $ 2,992  

Debt Premium

     1,124         

Less:

               

Debt discount - warrants

     97      370  

Debt discount - beneficial conversion premium

     210      480  
    

  


     $ 7,906    $ 2,142  
    

  


Long-term debt

               

Convertible debt

     2,750      —    

Mortgage debt

     —        1,693  

Debt Premium

     531      —    

Less:

               

Current portion

     975      (1,693 )
    

  


     $ 2,306    $ —    
    

  


 

K. CORPORATE RESTRUCTURING

 

The Company has historically experienced net losses and negative cash flows from operations. As a result, during the fourth quarter of fiscal 2002, management formulated a restructuring plan designed to reduce expenses thereby better aligning the Company’s expense structure with current business prospects. The plan included employee terminations, office closures, and termination of collaborations and write-offs of abandoned intellectual property. A significant portion of the plan was executed in the fourth quarter of 2002 resulting in the recording of $3.3 million in restructuring charges. The Company had accrued expenses and other liabilities associated with the restructuring activities of approximately $3,365 and $227,000 at September 30, 2004, and December 31, 2003, respectively. The accrued expenses at September 30, 2004, were related to lease payments associated with office closures.

 

L. SUBSEQUENT EVENTS

 

Sale of Specialty Oligonucleotides Facility. On November 11, 2004, the Company sold the assets associated with its specialty oligonucleotides manufacturing facility in Boulder, Colorado to a subsidiary of Eyetech Pharmaceuticals, Inc. (“Eyetech”). The sale price was $3.0 million in cash plus the assumption of the lease on the Boulder facility and certain equipment leases with a gross value of $2.3 million. Substantially all of the 27 employees at the Boulder facility became Eyetech employees. Net proceeds from the sale (after transaction expenses and fees paid to the Company’s investment advisors) equaled approximately $2.7 million, subject to a holdback of $300,000 that will be held in escrow for 90 days for liabilities for representations and warranties and to pay the costs of moving certain acquired assets to the Boulder facility. The net proceeds will be used primarily for general working capital purposes and to repay a portion of the Credit Line. The sale will be recognized during the quarter ending December 31, 2004 and is not expected to a significant effect on earnings during that quarter.

 

Restructuring Plan. On November 13, 2004, the Board of Directors approved a restructuring plan designed to refocus the Company on its BioSystems business segment and to align the Company’s cost structure with anticipated revenues. The plan (which is incremental to the sale of the Boulder facility previously summarized) includes a workforce reduction of approximately 60 positions and the closure of two domestic research and development facilities associated with the Company’s nucleic acids operation segment and two European field offices. The majority of workforce reductions will be completed by the end of November 2004. The plan is expected to yield annualized savings of $6.0 to $8.0 million once the cost reductions are fully implemented in the first quarter

2005. In conjunction with the plan, the Company expects to incur a charge of between $1.5 million to $1.8 million during the quarter ending December 31, 2004, related primarily to severance, benefits and facility closures.

 

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Transgenomic, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands except share and per share data)

 

M. RESTATEMENT OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Subsequent to the issuance of the Company’s financial statements for the year ended December 31, 2004, the Company’s management determined that it had incorrectly included the amortization of software development costs within net cash flows from investing activities rather than within net cash flows from operating activities.

 

As a result, the Company’s condensed consolidated statements of cash flows for the nine months ended September 30, 2004 and 2003 have been restated from the amounts previously reported to correct these errors. This restatement had no impact on the Company’s condensed consolidated balance sheets or condensed consolidated statements of operations. The impact of this restatement on the condensed consolidated statements of cash flows is as follows: (dollars in thousands):

 

     Nine Months Ended
September 30, 2004


    Nine Months Ended
September 30, 2003


 
     As Previously
Reported


    As Restated

    As Previously
Reported


    As Restated

 

Depreciation and amortization

   $ 3,145     $ 3,607     $ 2,850     $ 3,312  

Net cash flows from operating activities

     (9,170 )     (8,708 )     (9,880 )     (9,418 )

Change in other assets

     488       26       310       (152 )

Net cash flows from investing activities

     2,006       1,544       (1,724 )     (2,186 )

 

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Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following analysis gives effect to the restatement of our condensed consolidated statements of cash flows for the nine months ended September 30, 2004 and 2003, as discussed in Note M to the accompanying unaudited condensed consolidated financial statements.

 

Overview

 

We provide innovative products and services for the synthesis, purification and analysis of nucleic acids. We develop, assemble, manufacture and market our products and services to the life sciences industry to be used in research focused on molecular genetics of humans and other organisms. Such research could lead to development of new diagnostics and therapeutics. Our products can be used to analyze DNA or RNA at the molecular level, amplify, separate, and isolate nucleic acid fragments of particular interest and synthesize conventional or chemically-modified nucleic acid molecules. These capabilities are central to research seeking to discover and understand variations in the genetic code, the relationship of these variations to disease and, ultimately, to develop diagnostics and therapeutics based on this understanding. Our business plan is to participate in the value chain associated with these activities by providing key technology, tools, consumables, biochemical reagents and services to those entities engaged in basic biomedical research and the development of diagnostics and therapeutic agents.

 

The Company’s operations are managed based upon the nature of the products and services provided. Accordingly, the Company has determined that it operates in two segments, BioSystems and Nucleic Acids. Operations for these segments are evaluated based upon specific identification of revenues and expenses associated with the business activities resulting in a segment operating income. Expenses that cannot be directly identified to an operating activity or are considered corporate overhead are not allocated to the segments in arriving at operating income for the segment.

 

The BioSystems operating segment generates revenue from the sale of automated instrument systems and associated consumable products and services. This segment’s products are based upon separations chemistries and enzymology. Specifically, this segment’s main products are the WAVE System, related bioconsumables and research services. Since the WAVE System product introduction in 1997, we have sold over 1,000 instruments to customers in over 30 countries.

 

The Nucleic Acids operating segment has been engaged in the manufacture of nucleic acid building blocks or phosphoramidites, oligonucleotides, fluorescent markers, dyes and associated reagents and novel chemistry and process development services. This operating segment has historically operated at a loss and the Company has been exploring strategic alternatives regarding this operating segment during 2004. On November 11, 2004, we sold the assets associated with our specialty oligonucleotide manufacturing facility in Boulder, Colorado to a subsidiary of Eyetech Pharmaceuticals, Inc. As a result, we no longer manufacture and sell oligonucleotides.

 

Executive Summary and Operating Strategy

 

We have incurred significant losses resulting principally from costs incurred in research and development and selling, general and administrative costs associated with our operations. At September 30, 2004, we had an accumulated deficit of $100.2 million. Our liquidity and working capital positions deteriorated during the quarter predominately due to operating losses. These operating losses were funded primarily by borrowings under our credit facility and reductions in accounts receivables.

 

While we expect to continue to incur substantial research and development and selling, general and administrative costs, we have implemented an operating strategy which is designed to refocus on the BioSystems segment of our business and to align our cost structure with projected revenues. We have initiated the following steps to accomplish this objective.

 

Strategic Alternatives For Our Nucleic Acids Operating Segment. Our Nucleic Acids operating segment has historically operated at a loss and produced negative cash flow. While we believe the long-term prospects for this business segment are favorable, the projected levels of near-term revenues from this segment are not expected to generate either positive cash flows or profits from operations. After considering, among other factors, the historical financial results of this division and the near-term outlook for the nucleic acids industry, our

 

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Table of Contents

Board of Directors directed management to explore strategic alternatives for this operating segment, including the possible sale of one or both of the facilities in Glasgow, Scotland and Boulder, Colorado. On November 11, 2004, the Company sold the assets associated with its specialty oligonucleotide manufacturing facility in Boulder, Colorado to a subsidiary of Eyetech Pharmaceuticals, Inc. (“Eyetech”). The sale price was $3.0 million in cash plus the assumption of the lease on the Boulder facility and certain equipment leases with a gross value of $2.3 million. Substantially all of the 27 employees at the Boulder facility became Eyetech employees. Net proceeds from the sale (after transaction expenses and fees paid to our investment advisors) equaled approximately $2.7 million, subject to a holdback of $300,000 that will be held in escrow for 90 days for liabilities for representations and warranties and to pay the costs of moving certain acquired assets to the Boulder facility. The net proceeds will be used primarily for general working capital purposes and to repay portion of our credit line. We have also taken steps to downsize our remaining nucleic acids facility in Glasgow, Scotland as part of the restructuring plan described below.

 

Restructuring Plan. On November 13, 2004, the Board of Directors approved a restructuring plan designed to refocus the Company on its BioSystems business segment and to align the Company’s cost structure with anticipated revenues. The plan (which is incremental to the sale of the Boulder facility previously summarized) includes a workforce reduction of approximately 60 positions and the closure of two domestic research and development facilities associated with our nucleic acids operating segment and two European field offices. The majority of workforce reductions will be completed by the end of November 2004. The plan is expected to yield annualized savings of $6.0 to $8.0 million once the cost reductions are fully implemented in the first quarter 2005. In conjunction with the plan, the Company expects to incur a charge of between $1.5 million to $1.8 million during the quarter ending December 31, 2004 related primarily to severance, benefits and facility closures. Additionally, we have adopted processes to improve the collection of accounts receivables, especially with respect to sales in European markets which historically have longer payment cycles. Finally, we have taken steps to more appropriately align the timing of our inventory acquisitions with anticipated sales.

 

Together, the sale of our oligonucleotide manufacturing facility and the November 13, 2004 restructuring plan, is expected to result in $10.0 to $12.0 million in annual cost savings.

 

Revisions to Credit Facilities. We have entered into a $7.5 million line of credit (the “Credit Line”) and a separate $2.75 million convertible note with Laurus (the “Term Note”) with Laurus Master Fund, Ltd. (“Laurus”) (collectively, the “Laurus Loans”). In February 2004, Laurus waived the borrowing base limitation on the Credit Line, thereby making the full $7.5 million facility available to the Company regardless of the available collateral. On August 31, 2004, Laurus agreed to extend the borrowing base waiver on the Credit Line through March 19, 2005. In addition, Laurus has deferred certain payments due under the Term Note and reduced the interest rate on both of the Laurus Loans to 0% for any day the closing sale price of the Company’s common stock is at or above $1.75 per share). In return, we lowered the conversion price on each of the Laurus Loans to $1.00 per share and issued a warrant to Laurus covering an additional 400,000 common shares at an exercise price of $1.25 per share. The closing price of the Company’s common stock on August 31, 2004 was $1.20 per share.

 

The revisions to the Laurus Loans agreements, along with the anticipated liquidity benefits resulting from the sale of the Boulder facility and implementation of the restructuring plan are expected to significantly improve our liquidity position. However, there can be no assurance that these initiatives alone will be sufficient to allow the Company to operate without additional capital.

 

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Table of Contents

Results of Operations Three Months Ended September 30, 2004 and 2003

 

Amounts in thousands


   2004

    2003

    Change

   

%

Change


 
Net Sales                               

Bioinstruments and Discovery Services

   $ 3,444     $ 4,295     $ (851 )   (20 )%

Bioconsumables

     2,057       1,788       269     15 %
    


 


 


 

                                

Total BioSystems Business Unit

     5,501       6,083       (582 )   (10 )%

Chemical Building Blocks

     2,280       1,038       1,242     120 %

Specialty Oligonucleotides and Services

     413       416       (3 )   (1 )%
    


 


 


 

Total Synthetic Nucleic Acids Business Unit

     2,693       1,454       1,239     85 %

Total Net Sales

     8,194       7,537       657     9 %
Cost of Goods Sold                               

Bioinstruments and Services

     1,584       1,921       (337 )   (18 )%

Bioconsumables

     1,077       810       267     33 %
    


 


 


 

Total BioSystems Business Unit

     2,661       2,731       (70 )   (3 )%

Chemical Building Blocks

     2,659       2,355       304     13 %

Specialty Oligonucleotides and Services

     1,537       1,676       (139 )   (8 )%
    


 


 


 

Total Synthetic Nucleic Acids Business Unit

     4,196       4,031       (165 )   (4 )%

Total Cost of Goods Sold

     6,857       6,762       95     1 %
Selling, General and Administrative Expenses      4,353       4,331       22     1 %
Research and Development Expenses      1,743       2,411       (668 )   (28 )%
Other Income (Expense)      (3,682 )     (105 )     (3,577 )   —   %
Income Tax Expense (Benefit)      1       25       (24 )   96 %

 

Net Sales. Net sales during the third quarter of 2004 increased 9% from the third quarter of 2003, as a result of 10% reduction in sales in our BioSystems operating segment offset by 85% increase in sales in our Nucleic Acids operating segment.

 

The decrease in BioSystems sales resulted from a 27% decline in revenues from the sales of bioinstruments. This reduction was partially offset by a 99% increase from discovery services and a 15% increase in bioconsumables. Net sales of software upgrades, service contracts and consumable products continued to increase due to a larger installed base of WAVE Systems. Increased discovery services revenue is attributable to a focus on providing genetic variation discovery and analysis services to our pharmaceutical base of customers. In December 2003, we announced a discovery services agreement with Novartis Pharmaceuticals Corp. supporting the clinical development of oncology therapeutics. We believe that genetic variation discovery and analysis services provide us a significant opportunity to expand revenues in the future.

 

Sales in our Nucleic Acid operating segment increased by 85% in the third quarter of 2004 compared to the third quarter of 2003 as a result of a substantial increase in sales of our chemical building block products, primarily to Geron Corporation. Sales of oligonucleotide products remained flat during the period. These products are used by our biopharmaceutical and pharmaceutical customers as raw materials in DNA based drug candidates and demand is affected by the timing of completion and/or failure clinical trials for these drug candidates. As a result of the sale of our Boulder, Colorado facility in November 2004, we no longer manufacture or sell oligonucleotides.

 

Cost of Goods Sold. Cost of goods sold remained relatively flat year to year despite the increase in our revenues. Fixed costs associated with excess manufacturing capacity in our Nucleic Acids business unit and a lower number of high margin WAVE Systems sold kept our cost of goods sold comparable to the third quarter of 2003. The BioSystems business unit cost of goods sold as a percentage of sales increased year over year but remained within historical ranges at 45% to 50%. We expect that our BioSystems margins will fluctuate within historical ranges based upon the sales mix of systems, consumables and services. Currently our Nucleic Acid products are sold at lower margins compared to our BioSystems products. The margins in our Nucleic Acids business unit have been negatively impacted by higher manufacturing costs and excess capacity due largely to our plant expansion efforts in Glasgow, Scotland and Boulder, Colorado.

 

As a result of the sale of our Boulder, Colorado facility and the restructuring plan implemented in November 2004, we anticipate that our cost of goods sold for our Nucleic Acid products will be significantly improved. However, until demand for our Nucleic Acid products increase we will continue to have excess manufacturing capacity and lower than expected margins.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased slightly as a result of increased costs in our Glasgow, Scotland facility offset by reductions in personnel and personnel related expenses and travel costs attributed to the decrease, offset by foreign currency increases.

 

Research and Development Expenses. Research and development expenses decreased as a result of our focus on expense control. Reductions in personnel, personnel related expenses and outside services all contributed to the decrease. We expense our research and development costs in the year in which they are incurred.

 

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Table of Contents

Other Income (Expense). Other income (expense) includes of interest and investment income, interest expense and loss on debt extinguishment.

 

Interest and investment income (loss) totaled $(345,000) in the third quarter of 2004 compared to $2,000 during the same period of 2003. The decrease related primarily to losses realized on the sale of Geron stock. As described in Note B to the condensed consolidated financial statements, Geron has paid us for products with Geron common stock that we have accounted for as available for sale securities.

 

Interest expense was $378,000 in the third quarter of 2004 compared to $98,000 for the same period of 2003. The increase related to a significantly higher debt burden and a slightly higher cost of funds.

 

Loss on debt extinguishment totaled $2.9 million in the third quarter of 2004. As described in Note J to the condensed consolidated financial statements, certain August 31, 2004 modifications to our Laurus facilities were treated as extinguishments for financial reporting purposes since the change in present value of expected cash flows between the original and modified agreements is greater than 10%. As such, the Company recorded a loss on extinguishment of debt of $2.9 million at August 31, 2003 reflecting the difference between (i) the recorded amount of debt, net of related discounts, of $7.4 million and (ii) the fair value of the new debt instrument of $10.3 million plus the fair value of the new warrants of $120,000. The difference between the fair value of the new debt of $10.3 million and the face value of the debt of $8.6 million represents a premium, which will be reflected as a reduction of interest expense over the life of the new debt.

 

Income Tax Expense. The Company’s tax expense (benefit) relates to its operations in certain foreign countries and certain states. The tax benefit recorded in the third quarter of 2004 relates to refunds received in the United Kingdom. No further tax benefits are being recorded due to the uncertainty as to whether we will be able to utilize any additional losses as carrybacks. We will continue to assess the recoverability of deferred tax assets and the related valuation allowance. We expect to continue to incur losses and expect to continue to provide valuation allowances against deferred tax assets. To the extent we begin to generate taxable income in future years and it is determined that such valuation allowance is no longer required, the tax benefit of the remaining deferred tax assets will be recognized.

 

Results of Operations Nine Months Ended September 30, 2004 and 2003

 

Amounts in thousands


   2004

    2003

    Change

   

%

Change


 
Net Sales                               

Bioinstruments and Discovery Services

   $ 12,164     $ 14,529     $ (2,365 )   (16 )%

Bioconsumables

     6,286       5,180       1,106     21 %
    


 


 


 

Total BioSystems Business Unit

     18,450       19,709       (1,259 )   (6 )%

Chemical Building Blocks

     5,588       5,022       566     11 %

Specialty Oligonucleotides and Services

     1,796       790       1,006     127 %
    


 


 


 

Total Synthetic Nucleic Acids Business Unit

     7,384       5,812       1,572     27 %

Total Net Sales

     25,834       25,521       313     1 %
Cost of Goods Sold                               

Bioinstruments and Services

     5,442       6,014       (572 )   (10 )%

Bioconsumables

     2,981       2,565       416     16 %
    


 


 


 

Total BioSystems Business Unit

     8,423       8,579       (156 )   (2 )%

Chemical Building Blocks

     5,452       5,749       (297 )   (12 )%

Specialty Oligonucleotides and Services

     4,609       4,171       438     11 %
    


 


 


 

Total Synthetic Nucleic Acids Business Unit

     10,061       9,920       141     1 %

Total Cost of Goods Sold

     18,484       18,500       (15 )   —   %
Selling, General and Administrative Expenses      12,866       13,239       (373 )   (3 )%
Research and Development Expenses      5,344       7,098       (1,755 )   (25 )%
Impairment Charges      11,964       —         11,964     —   %
Restructuring and Restructuring Related Charges      —         738       (738 )   (100 )%
Other Income (Expense)      (4,704 )     (261 )     (4,443 )   1,702 %
Income Tax Expense (Benefit)      (94 )     49       (143 )   (292 )%

 

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Table of Contents

Net Sales. Net sales during the nine months ended September 30, 2004 increased 1% from the same period of 2003, as a result of a 27% increase in sales in our Nucleic Acids operating segment offset by a 6% reduction in sales in our BioSystems operating segment.

 

Sales in our Nucleic Acid operating segment increased by 27% in the nine months ended September 30, 2004 compared to the same period of 2003 as a result of increases in sales of our chemical building block products, primarily to Geron Corporation and substantial increases in sales of oligonucleotides. These products are used by our biopharmaceutical and pharmaceutical customers as raw materials in DNA based drug candidates and demand is affected by the timing of completion and/or failure clinical trials for these drug candidates. As a result of the sale of our Boulder, Colorado facility in November 2004, we will no longer manufacture or sell oligonucleotides.

 

The decrease in BioSystems sales resulted from a 16% decrease in bioinstrument and discovery services sales offset by a 21% increase in bioconsumable sales. This resulted from a 24% decline in revenues from the sales of bioinstruments. This reduction was partially offset by a 309% increase from discovery services and a 21% increase in bioconsumables. Net sales of software upgrades, service contracts and consumable products continued to increase due to a larger installed base of WAVE Systems. Increased discovery services revenue is attributable to a focus on providing genetic variation discovery and analysis services to our pharmaceutical base of customers. In December 2003, we announced a discovery services agreement with Novartis Pharmaceuticals Corp. supporting the clinical development of oncology therapeutics. We believe that genetic variation discovery and analysis services provide us a significant opportunity to expand revenues in the future.

 

Cost of Goods Sold. Cost of goods sold remained relatively flat year to year despite the increases in our revenues. Fixed costs associated with excess manufacturing capacity in our Nucleic Acids business unit and a lower number of high margin WAVE Systems sold kept our cost of goods sold comparable to the prior period. The BioSystems business unit cost of goods sold as a percentage of sales increased year over year but remained within historical ranges at 45% to 50%. We expect that our BioSystems margins will fluctuate within historical ranges based upon the sales mix of systems, consumables and services. Currently our Nucleic Acid products are sold at lower margins compared to our BioSystems products. The margins in our Nucleic Acids business unit have been negatively impacted by higher manufacturing costs and excess capacity due largely to our plant expansion efforts in Glasgow, Scotland and Boulder, Colorado.

 

As a result of the sale of our Boulder, Colorado facility and the restructuring plan implemented in November 2004, we anticipate that our cost of goods sold for our Nucleic Acid products will be significantly improved. However, until demand for our Nucleic Acid products increase we will continue to have excess manufacturing capacity and lower margins.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased slightly as a result of our focus on expense control. Reductions in personnel and personnel related expenses and travel costs attributed to the decrease, offset by foreign currency increases.

 

Research and Development Expenses. Research and development expenses decreased as a result of our focus on expense control. Reductions in personnel, personnel related expenses and outside services all contributed to the decrease. We expense our research and development costs in the year in which they are incurred.

 

Impairment Charges. During the three months ended March 31, 2004, our Board of Directors directed us to explore strategic alternatives for the Nucleic Acids operating segment. The ongoing process has included significant due diligence by us, our advisors and prospective independent buyers and other interested parties.

 

Based upon information obtained through this process during the three months ended June 30, 2004, we determined that it was more likely than not that the assets of the Nucleic Acids business were impaired. Accordingly, we engaged an external valuation firm to assist with the completion of a mid-year impairment test. As a result, we recorded a non-cash charge of $12.0 million related to its Nucleic Acids segment during the three months ended June 30, 2004. The charge consisted of $9.9 million related to the impairment of goodwill and $2.1 million related to the impairment of property and equipment.

 

Restructuring Charges. During the fourth quarter of 2002 management formulated and executed a significant portion of a restructuring plan. The plan was developed to reduce expenses thereby better aligning the Company’s

 

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expense structure with current business prospects. The plan included employee terminations, office closures, termination of collaborations and write-offs of abandoned intellectual property. We continued to execute the plan during the first quarter of 2003 resulting in the additional charges recorded in 2003. These charges consisted of mainly employee severance costs and office closings. We have not incurred any significant restructuring charges in the nine months ended September 30, 2004.

 

Other Income (Expense). Other income (expense) includes of interest and investment income, interest expense and loss on debt extinguishment.

 

Interest and investment income (loss) totaled $(371,000) in the nine months ended September 30, 2004 compared to $48,000 during the same period of 2003. The decrease related primarily to losses realized on the sale of Geron stock. As described in Note B to the condensed consolidated financial statements, Geron has paid us for products with Geron common stock that we have accounted for as available for sale securities.

 

Interest expense was $1.3 million in the nine months ended September 30, 2004 compared to $191,000 for the same period of 2003. The increase related to a significantly higher debt burden and a slightly higher cost of funds.

 

Loss on debt extinguishment totaled $2.9 million in the nine months ended September 30, 2004. As described in Note J to the condensed consolidated financial statements, certain August 31, 2004 modifications to our Laurus facilities were treated as extinguishments for financial reporting purposes since the change in present value of expected cash flows between the original and modified agreements is greater than 10%. As such, the Company recorded a loss on extinguishment of debt of $2.9 million at August 31, 2004 reflecting the difference between (i) the recorded amount of debt, net of related discounts, of $7.4 million and (ii) the fair value of the new debt instrument of $10.3 million plus the fair value of the new warrants of $120,000. The difference between the fair value of the new debt of $10.3 million and the face value of the debt of $8.6 million represents a premium, which will be reflected as a reduction of interest expense over the life of the new debt.

 

Income Tax Expense. The Company’s tax expense (benefit) relates to its operations in certain foreign countries and certain states. The tax benefit recorded in the nine months ended September 30, 2004 relates to refunds received in the United Kingdom. No further tax benefits are being recorded due to the uncertainty as to whether we will be able to utilize any additional losses as carrybacks. We will continue to assess the recoverability of deferred tax assets and the related valuation allowance. We expect to continue to incur losses and expect to continue to provide valuation allowances against deferred tax assets. To the extent we begin to generate taxable income in future years and it is determined that such valuation allowance is no longer required, the tax benefit of the remaining deferred tax assets will be recognized.

 

Liquidity and Capital Resources

 

Overview

 

As of September 30, 2004, we had approximately $1.1 million in cash and cash equivalents. At November 15, 2004, we had cash and cash equivalents of $500,000 plus an additional $2.8 available under our Credit Line. The increase in cash and cash equivalents from September 30, 2004, relates primarily to the sale of our Boulder, Colorado facility.

 

We have experienced recurring net losses and had an accumulated deficit of $100.2 million at September 30, 2004. Based on our 2004 and 2005 operating plans, we believe existing sources of liquidity will be sufficient to meet cash needs. If necessary, we believe we can manage costs and expenses at reduced levels to conserve working capital. The need for any such cost and expense reductions during 2004 or 2005 would likely delay implementation of our business plan. Additionally, we may pursue additional financing alternatives. Ultimately, we must achieve sufficient revenue levels to support its cost structure.

 

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The following table summarizes our short-term liquidity and sources and uses of cash, as of September 30, 2004 and December 31, 2003 and for the three months ended September 30, 2004 and 2003:

 

Amounts in Thousands


   September 30,
2004


   

December 31,

2003


 
Short-term liquidity:                 

Current assets

   $ 20,324     $ 24,378  

Current liabilities

     (18,182 )     (12,248 )
    


 


Net working capital

     2,142       12,130  
    


 


Cash and cash equivalents

     1,125       1,241  
    


 


Available borrowings on line of credit

     400       1,673  
    


 


     For the period
ended
September 30,
2004


   

For the period
ended

September 30,

2003


 
Net cash flows:                 

Operating activities

   $ (8,708 )   $ (9,418 )

Investing activities

     1,544       (2,186 )

Financing activities

     7,185       3,158  

Effect of foreign currency exchange rates on cash

     (137 )     (148 )
    


 


Net change in cash and cash equivalents

   $ (116 )   $ (8,594 )
    


 


 

In December 2003, we entered into a $7.5 million line of credit (the “Credit Line”) with Laurus Master Fund, Ltd. (“Laurus”). The term of the Credit Line is three years carrying an interest rate of 2.0% over the prime rate or a minimum of 6.0%. Funds available under the Credit Line are determined by a borrowing base equal to 90% of eligible accounts receivable balances plus up to $1.0 million related to inventory balances. The Credit Line is secured by most of the Company’s assets. Prior to amendments to the Credit Line discussed below, payment of interest and principal could, under certain circumstances, be made with shares of the Company’s common stock at a fixed conversion price of $2.20 per share. Conversion of this debt to common stock may be made at the election of Laurus or the Company. We could elect to convert only if its shares trade at a price exceeding $2.42 per share for ten consecutive trading days, and such conversion is further subject to trading volume limitations and a limitation on the total beneficial ownership by Laurus of our common stock. Upon entering into the Credit Line, we issued warrants to Laurus to acquire 550,000 shares of our common stock at an exercise price exceeding the average trading price of our common stock over the ten trading days prior to the date of the warrant. As of September 30, 2004, we had approximately $7.1 million outstanding on the Credit Line.

 

In February 2004, we entered into a separate $2.75 million convertible note with Laurus (the “Term Note”). The Term Note carries an interest rate of 2.0% over the prime rate or a minimum of 6.0% and has a term of 3 years. Prior to amendments to the Term Note discussed below, the principal and interest on the Term Note could be converted into common stock of the Company at a fixed conversion price of $2.61 per share. Upon entering the Term Note, we issued warrants to Laurus to acquire 125,000 shares of its common stock. Borrowings under the Term Note were primarily used to retire the mortgage debt on our Glasgow facility. Remaining borrowings of approximately $750,000 were used to complete the build-out of the Glasgow facility, complete the consolidation our Glasgow operations into the new facility and provide funds for operations.

 

In February 2004, Laurus waived the borrowing base limitation on the Credit Line, thereby making the full $7.5 million facility available to us regardless of the available collateral. On August 31, 2004, Laurus agreed to extend the borrowing base waiver on the Credit Line through March 19, 2005. In addition, Laurus (i) deferred certain payments due under the Term Note and (ii) reduced the interest rate on both of the Laurus Loans to 0% for any day the closing sale price of our common stock is at or above $1.75 per share.). In return, we lowered the conversion price on each of the Laurus Loans to $1.00 per share and issued a warrant to Laurus covering an additional 400,000 common shares at an exercise price of $1.25 per share. The closing price of our common stock on August 31, 2004 was $1.20 per share.

 

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Analysis of Cash Flows

 

Cash flows used in operating activities totaled $8.7 million during the nine months ended September 30, 2004 compared to $9.4 million during the comparable period of 2003. The use in 2004 related primarily to a net loss of $27.4 million offset by non-cash charges of $19.2 million. Non-cash charges consisted of depreciation and amortization, impairment charges, loss on debt extinguishment and non-cash financing charges. Working capital and other adjustments generated cash flows from operating activities of $500,000.

 

Cash flows from investing activities totaled $1.5 million during the nine months ended September 30, 2004 compared to cash flows used in investing activities of $2.2 million during the comparable period of 2003. The investing cash flows generated in 2004 were from the sale of short-term investments (Geron common stock) and reductions in other assets that were offset by purchases of property and equipment.

 

Cash flows from financing activities totaled $7.1 million during the nine months ended September 30, 2004 compared to $3.2 million during the comparable period of 2003. The cash from financing activities in 2004 relate primarily to net draws on our Credit Line and proceeds from the Term Note.

 

Obligations and Commitments

 

Our ongoing capital commitments consist of debt service requirements and obligations under capital leases. The following table sets forth our contractual obligations as of September 30, 2004 along with cash payments due in each period indicated:

 

     Payments Due by Period

Amounts in Thousands


   2004

   2005

   2006

   2007

  

2008 and

Thereafter


Line of credit1

   $ 7,100    $ —      $ —      $ —      $ —  

Long-term debt principal payments

     350      850      900      650      —  

Operating lease payments2

     3,278      2,980      2,029      646      —  
    

  

  

  

  

Total contractual obligations

   $ 10,728    $ 3,830    $ 2,929    $ 1,296    $ —  
    

  

  

  

  


1. See Note I to the condensed consolidated financial statements.
2. After giving effect to the sale of our specialty oligonucleotides manufacturing facility on November 11, 2004 (as discussed in Note L to the condensed consolidated financial statements), our ongoing operating lease payments are expected to be $3,187, $1,891, $1,147, $363 and $0 in 2004, 2005, 2006, 2007 and thereafter.

 

Off Balance Sheet Arrangements

 

At September 30, 2004 and 2003, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

Critical Accounting Policies

 

Accounting policies used in the preparation of the condensed consolidated financial statements may involve the use of management judgments and estimates. Certain of the Company’s accounting policies are considered critical as they are both important to the portrayal of the Company’s financial statements and they require significant or complex judgments on the part of management. Our judgments and estimates are based on experience and assumptions that we believe are reasonable under the circumstances. Further, we evaluate our judgments and estimates from time to time as circumstances change. Actual financial results based on judgments or estimates may vary under different assumptions or circumstances.

 

The Company considers its critical accounting policies to be:

 

    Allowance for Doubtful Accounts

 

    Inventories

 

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    Depreciation and Amortization of Long-lived Assets

 

    Impairment of Long-lived Assets

 

    Revenue Recognition.

 

For additional discussion of these critical accounting policies, see the “Management Discussion and Analysis” section of the Company’s 2003 Annual Report on Form 10-K.

 

Impact of Inflation

 

We do not believe that price inflation had a material adverse effect on our financial condition or results of operations during the periods presented.

 

Foreign Currency Rate Fluctuations

 

During the last three fiscal years, our international sales have represented approximately 50-65% of our net sales. These sales of products in foreign countries are mainly completed in either British Pounds Sterling or the Euro. Additionally, we have two wholly owned subsidiaries, Transgenomic, LTD., and Cruachem, LTD., whose operating currency is British Pounds Sterling and the Euro. Results of operations for the Company’s foreign subsidiaries are translated using the average exchange rate during the period. Assets and liabilities are translated at the exchange rate in effect on the balance sheet dates. As a result we are subject to exchange rate risk. The operational expenses of our foreign subsidiaries help to reduce the currency exposure we have based on our sales denominated in foreign currencies by converting foreign currencies directly into goods and services. As such management feels we do not have a material exposure to foreign currency rate fluctuations at this time.

 

Forward-looking Information

 

This report contains a number of “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Many of these forward-looking statements refer to our plans, objective, expectations and intentions, as well as our future financial results. You can identify these forward-looking statements by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “believes,” “feels,” “seeks,” “estimates,” and similar expressions. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Such factors would include the growth of the markets for DNA analysis technology and consumable products, the acceptance of our technology, our ability to continue to improve our products, the development of competing technologies, and our ability to protect our intellectual property rights.

 

Controls and Procedures

 

A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that review and evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures, as designed and implemented, were effective. There have been no changes in the Company’s internal controls subsequent to the date of their evaluation

 

This review and evaluation took into account the restatements described in Note M to the accompanying unaudited condensed consolidated financial statements and, after considering the nature of and the isolated effects of such restatements on the condensed consolidated statements of cash flows and the controls underlying the accumulation of the related information, the Company’s management has concluded that the restatement was not the result of a material weakness in internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

(a) Exhibits

 

(3.1)   Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 2 to Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-32174) as filed on May 17, 2000)
(3.2)   Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S1 (Registration No. 333-32174) as filed on March 10, 2000)
(4)   Form of Certificate of the Registrant’s Common Stock (incorporated by reference to Exhibit 4 to Registration Statement on Form S-1 (Registration No. 333-32174) as filed on March 10, 2000)
(10.1)   Form of Securities Purchase Agreement by and between the Registrant and various counterparties dated August 27, 2003 (incorporated by reference to the Registrant’s Report on Form 8-K which was filed on August 29, 2003)
(10.2)   Securities Purchase Agreement by and between the Registrant and Geron Corporation dated June 2, 2003 (incorporated by reference to Exhibit 10.0 to Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-108319) as filed on October 14, 2003)
(10.3)   Securities Purchase Agreement by and between the Registrant and Laurus Master Fund, Ltd. dated February 19, 2004, as amended on April 15, 2004 (1)
(10.4)   Secured Convertible Term Note by and between the Registrant and Laurus Master Fund, Ltd. dated February 19, 2004, as amended on April 15, 2004 (1)
(10.5)   Common Stock Purchase Warrant by and between the Registrant and Laurus Master Fund, Ltd. dated February 19, 2004, as amended on April 15, 2004 (1)
(10.6)   Registration Rights Agreement by and between the Registrant and Laurus Master Fund, Ltd. dated February 19, 2004 (1)
(10.7)   Common Stock Purchase Warrant by and between the Registrant and TN Capital Equities, Ltd. dated March 1, 2004 (1)
(10.8)   Secured Convertible Minimum Borrowing Note Series B by and between the Registrant and Laurus Master Fund, Ltd. Dated December 3, 2003, as amended on April 15, 2004 (1)
(10.9)   Amendment No. 1 to the Employment Agreement effective March 1, 2000 by and between Transgenomic, Inc. and Collin D’Silva (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q which was filed on May 17, 2004)
(10.10)   Engagement Agreement by and between the Registrant and Goldsmith, Agio, Helms Securities, Inc. dated March 19, 2004, as amended August 12, 2004 (incorporate by reference to Exhibit 10.10 to the Registrants Quarterly Report on From 10-Q as filed on November 15, 2004)
(10.11)   Employment Agreement effective July 31, 2004 by and between Transgenomic, Inc. and Michael A. Summers (incorporate by reference to Exhibit 10.11 to the Registrants Quarterly Report on From 10-Q as filed on November 15, 2004)
(10.12)   Amendment to securities Purchase Agreement and Related Document by and between the Registrant and Laurus Master Fund, Ltd. Dated August 31, 2004 (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3 (Registration No. 333-118970) as filed on September 14, 2004)
(10.13)   Amendment to Security Agreement and Related Documents by and between the Registrant and laurus Master Fund, Ltd. Dated August 31, 2002 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-3 (Registration No. 333-118970) as filed on September 14, 2004)

 

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(10.14)   Common Stock Purchase Warrant by and between the Registrant and laurus Master Fund, Ltd., dated August 31, 2004 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-3 (Registration No. 333-118970) as filed on September 14, 2004)
(31)   Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

(1) This exhibit is incorporated by reference to the Registration Statement of the Registrant (Registration No. 333-114661), which was filed on April 21, 2004.

 

(b) Reports on Form 8-K

 

The Registrant furnished a Report on Form 8-K on August 13, 2004, reporting the announcement of its results of operations for the quarter ended June 30, 2004, pursuant to Items 5 and 12 of Form 8-K.

 

The Registrant filed a Report on Form 8-K on August 25, 2004, reporting the appointment of Michael A. Summers as Chief Financial Officer effective August 17, 2004 pursuant to Item 5.01 of Form 8-K.

 

The Registrant filed a Report on Form 8-K on September 7, 2004, reporting the amendment of its Credit Line and Term Note with Laurus Master Trust on August 31, 2004, pursuant to Item 1.01 of Form 8-K.

 

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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.

 

    TRANSGENOMIC, INC.
Date: June 29, 2005   By:  

/s/ MICHAEL A. SUMMERS


       

Michael A. Summers

Chief Financial Officer

(authorized officer and principal financial officer)

 

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