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Sentigen Holding Corp. (Nasdaq: SGHL), today reported results for the
quarter and nine months ended September 30, 2006. Sentigen Holding Corp.
conducts business through two wholly-owned operating subsidiaries:
Sentigen Biosciences, Inc. (“Sentigen
Biosciences”) and Cell & Molecular
Technologies, Inc. (“CMT”).
Consolidated Results of Continuing Operations
Revenues for the three months ended September 30, 2006 were $916,921, a
50% decrease over the revenues of $1,852,317 for the three months ended
September 30, 2005. All our revenues are attributed to CMT, which
accounted for $916,921 of our consolidated revenues for the three months
ended September 30, 2006 and a 44% decrease when compared to CMT’s
revenues for the three months ended September 30, 2005.
Revenues for the nine months ended September 30, 2006 were $3,214,544, a
40% decrease over revenues of $5,314,032 for the nine months ended
September 30, 2005. CMT accounted for $2,576,976 of our consolidated
revenues for the nine months ended September 30, 2006 and a 46% decrease
when compared to CMT’s revenues for the nine
months ended September 30, 2005. The remainder of the revenues on a
consolidated basis was primarily due to Sentigen Biosciences’
contract with TSWG which accounted for $453,569 of revenue for the nine
months ended September 30, 2006.
The loss from continuing operations for the three months ended
September 30, 2006 was $1,324,437 or $0.17 per share. This compares to a
loss from continuing operations of $391,748 or $0.05 per share for the
three months ended September 30, 2005. The increase in loss was
primarily due to a decrease in income from continuing operations of CMT
and increases in legal and professional fees related to the proposed
merger with Invitrogen (see Definitive Proxy Statement dated October 18,
2006), offset in part by reductions in executive compensation and
research and development expenses.
The loss from continuing operations for the nine months ended
September 30, 2006 was $2,883,915 or $0.38 per share. This compares to a
loss from continuing operations of $1,598,406 or $0.21 per share for the
nine months ended September 30, 2005. The increase in loss was primarily
due to a decrease in income from continuing operations of CMT and
increases in legal and professional fees related to the proposed merger
with Invitrogen (see Definitive Proxy Statement dated October 18, 2006),
offset in part by reductions in executive compensation and research and
development expenses.
Results of Continuing Operations by Segment
Cell & Molecular Technologies, Inc.
Income from continuing operations attributable to CMT for the three
months ended September 30, 2006 decreased 148% to a loss of $149,753.
This is in comparison to income of $312,025 for the three months ended
September 30, 2005. Income from continuing operations attributable to
CMT for the nine months ended September 30, 2006 decreased by 170% from
$842,161 for the nine months ended September 30, 2005 to a loss of
$589,897. The decrease was primarily driven by CMT’s
decreased revenues.
Sentigen Biosciences. Loss from
continuing operations attributable to Sentigen Biosciences for the three
months ended September 30, 2006 was $349,660, a 19% increase when
compared to the loss from operations of $294,395 for the three months
ended September 30, 2005. Loss from continuing operations attributable
to Sentigen Biosciences for the nine months ended September 30, 2006 was
$718,170, a 36% improvement when compared to the loss from operations of
$1,130,867 for the nine months ended September 30, 2005. The increase in
loss was primarily due to the decrease in research and development costs
and the closure of Sentigen Biosciences’ New
York City facility.
Corporate. Loss from continuing
operations attributable to corporate holding company expenses for the
three months ended September 30, 2006 was $908,153. This compares to a
loss attributable to corporate holding company expenses of $476,197 for
the three months ended September 30, 2005, an increase of 91%. The
increase in loss was primarily due to increased professional legal and
public company expenses, offset by decreased executive compensation
expenses. Loss from continuing operations attributable to corporate
holding company expenses for the nine months ended September 30, 2006
was $1,824,175. This compares to a loss attributable to corporate
holding company expenses of $1,521,072 for the nine months ended
September 30, 2005, an increase of 20%. The increase was primarily due
to an increase in legal and professional fees, offset by declines in
commercial insurance and executive compensation.
Discontinued Operations
Income from discontinued operations was $412,987 for the nine months
ended September 30, 2006. This was a result of recognizing an expected
refund of taxes paid based on filing our state and federal tax returns
in September 2006 and reversing accrued taxes payable related to the
February 2005 sale of Specialty Media.
Cash and Working Capital
At September 30, 2006, we had $234,026 in cash and cash equivalents,
$11,172,186 in U.S. Treasury Notes at market value, and $10,182,946 in
working capital. This compares to $106,622 in cash and cash equivalents,
$13,378,020 in U.S. Treasury Notes, at market value, and $11,846,492 in
working capital at December 31, 2005. We believe that our financial
resources will be sufficient to fund operations and capital requirements
for at least the next 12 months. To the extent the proposed merger with
Invitrogen is not consummated, we will need substantial amounts of
additional financing to fully commercialize the research programs
undertaken by us, which financing may not be available or if available
may not be on reasonable terms.
SENTIGEN HOLDING CORP. AND SUBSIDIARIESFINANCIAL
HIGHLIGHTS
Income statement highlights
:
For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
Revenue
Cell & Molecular Technologies, Inc.
$
916,921
$
1,627,854
$
2,576,976
$
4,734,584
Sentigen Biosciences
-
224,463
637,568
579,448
916,921
1,852,317
3,214,544
5,314,032
Income (Loss) After Direct Costs
Cell & Molecular Technologies, Inc.
511,169
1,023,536
1,270,117
2,949,366
Sentigen Biosciences
(25)
109,498
326,324
253,187
511,144
1,133,034
1,596,441
3,202,553
Operating (loss) income
CMT
(149,753)
312,025
(589,897)
842,161
Sentigen Biosciences
(349,660)
(294,395)
(718,170)
(1,130,867)
Corporate
(908,153)
(476,197)
(1,824,175)
(1,521,072)
Operating loss
(1,407,566)
(458,567)
(3,132,242)
(1,809,778)
Loss from continuing operations
(1,324,437)
(391,748)
(2,883,915)
(1,598,406)
Income from discontinued operations, net of tax (including gain on
disposal of $4,773,810, net of tax of $889,209 for the nine months
ended September 30, 2005)
412,987
-
412,987
4,835,122
Net (loss) income
$
(911,450)
$
(391,748)
$
(2,470,928)
$
3,236,716
Net (loss) income per share information:
Basic and diluted net loss per share from continuing operations
$
(0.17)
$
(0.05)
$
(0.38)
$
(0.21)
Basic and diluted net income per share from discontinued operations
$
0.05
$
-
$
0.05
$
0.64
Basic and diluted net (loss) income per share
$
(0.12)
$
(0.05)
$
(0.33)
$
0.43
Weighted Average shares outstanding - basic and diluted
7,694,542
7,474,542
7,599,254
7,472,867
Balance Sheet Highlights
:
September 30,
December 31,
2006
2005
(Unaudited)
Cash and cash equivalents
$
234,026
$
106,622
U.S. treasury notes, available for sale, at fair value
11,172,186
13,378,020
Total current assets
12,009,508
14,531,489
Total assets
12,612,974
15,600,243
Current maturities of long-term debt
207,744
191,383
Total current liabilities
1,826,562
2,684,997
Total liabilities
2,312,772
3,336,407
Total stockholders' equity
$
10,300,202
$
12,263,836
Forward Looking Statements
This news release includes forward-looking statements that involve
risks and uncertainties. Although the Company believes such statements
are reasonable, it can make no assurance that such statements will prove
to be correct. Such statements are subject to certain factors that may
cause results to differ materially from the forward-looking statements.
Such factors include the risk factors discussed in the Company’s
filings with the Securities and Exchange Commission, including its most
recent Annual Report on Form 10-K , a copy
of which may be obtained from the Company without charge. The Company
undertakes no obligation to publicly release results of any of these
forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unexpected results.
About Sentigen Holding Corp.
Sentigen Holding Corp. conducts business through two wholly-owned
operating subsidiaries: Sentigen Biosciences, Inc. (“Sentigen
Biosciences”) and Cell & Molecular
Technologies, Inc. (“CMT”).
As previously disclosed in a press release dated September 1, 2006, we
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Invitrogen Corporation (“Invitrogen”),
a Delaware corporation, and Arctic Fox Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Invitrogen (“Merger
Sub”) on August 31, 2006. A special meeting
of the stockholders of Sentigen is scheduled for November 14, 2006 to
consider and vote upon a proposal to adopt the Merger Agreement.
CMT provides contract research and development services to companies
engaged in the drug discovery process in the following areas: molecular
and cell biology, gene expression and protein biochemistry,
bio-processing, high throughput screening support services, mouse
genetics, and cell-based GPCR selectivity profiling. CMT works in
cooperation with Sentigen Biosciences to commercialize specific
applications of the Tango™ Assay System.
Sentigen Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the
underlying biology of protein-protein interactions. Sentigen Biosciences
has initially targeted its Tango™ Assay
System to address the functionalization of G protein-coupled receptors
(GPCRs) for pharmaceutical drug discovery and development. Sentigen
Biosciences is devoting a significant portion of its research effort and
resources to the development of a novel molecular profiling system,
which the Company through CMT is commercializing. Management intends to
continually review the commercial validity of the Tango™
Assay System, its applicability to functionalizing orphan GPCRs and the
prospects of our new novel molecular profiling system in order to make
the appropriate decisions as to the best way to allocate our limited
resources. While we believe our technology capabilities in the
bioscience area are substantial, up to this point, Sentigen Biosciences
has incurred substantial operating losses. Although we have completed
several pilot research collaborations, we have not entered into any drug
discovery or development agreements, nor can any assurance be given that
we will be able to do so on terms that are acceptable to us.
For more information on our companies, please visit their respective
websites: http://www.cmt-inc.net
and http://www.sentigen.com.
Sentigen Holding Corp. (Nasdaq: SGHL), today reported results for
the quarter and nine months ended September 30, 2006. Sentigen Holding
Corp. conducts business through two wholly-owned operating
subsidiaries: Sentigen Biosciences, Inc. ("Sentigen Biosciences") and
Cell & Molecular Technologies, Inc. ("CMT").
Consolidated Results of Continuing Operations
Revenues for the three months ended September 30, 2006 were
$916,921, a 50% decrease over the revenues of $1,852,317 for the three
months ended September 30, 2005. All our revenues are attributed to
CMT, which accounted for $916,921 of our consolidated revenues for the
three months ended September 30, 2006 and a 44% decrease when compared
to CMT's revenues for the three months ended September 30, 2005.
Revenues for the nine months ended September 30, 2006 were
$3,214,544, a 40% decrease over revenues of $5,314,032 for the nine
months ended September 30, 2005. CMT accounted for $2,576,976 of our
consolidated revenues for the nine months ended September 30, 2006 and
a 46% decrease when compared to CMT's revenues for the nine months
ended September 30, 2005. The remainder of the revenues on a
consolidated basis was primarily due to Sentigen Biosciences' contract
with TSWG which accounted for $453,569 of revenue for the nine months
ended September 30, 2006.
The loss from continuing operations for the three months ended
September 30, 2006 was $1,324,437 or $0.17 per share. This compares to
a loss from continuing operations of $391,748 or $0.05 per share for
the three months ended September 30, 2005. The increase in loss was
primarily due to a decrease in income from continuing operations of
CMT and increases in legal and professional fees related to the
proposed merger with Invitrogen (see Definitive Proxy Statement dated
October 18, 2006), offset in part by reductions in executive
compensation and research and development expenses.
The loss from continuing operations for the nine months ended
September 30, 2006 was $2,883,915 or $0.38 per share. This compares to
a loss from continuing operations of $1,598,406 or $0.21 per share for
the nine months ended September 30, 2005. The increase in loss was
primarily due to a decrease in income from continuing operations of
CMT and increases in legal and professional fees related to the
proposed merger with Invitrogen (see Definitive Proxy Statement dated
October 18, 2006), offset in part by reductions in executive
compensation and research and development expenses.
Results of Continuing Operations by Segment
Cell & Molecular Technologies, Inc. Income from continuing
operations attributable to CMT for the three months ended
September 30, 2006 decreased 148% to a loss of $149,753. This is in
comparison to income of $312,025 for the three months ended
September 30, 2005. Income from continuing operations attributable to
CMT for the nine months ended September 30, 2006 decreased by 170%
from $842,161 for the nine months ended September 30, 2005 to a loss
of $589,897. The decrease was primarily driven by CMT's decreased
revenues.
Sentigen Biosciences. Loss from continuing operations attributable
to Sentigen Biosciences for the three months ended September 30, 2006
was $349,660, a 19% increase when compared to the loss from operations
of $294,395 for the three months ended September 30, 2005. Loss from
continuing operations attributable to Sentigen Biosciences for the
nine months ended September 30, 2006 was $718,170, a 36% improvement
when compared to the loss from operations of $1,130,867 for the nine
months ended September 30, 2005. The increase in loss was primarily
due to the decrease in research and development costs and the closure
of Sentigen Biosciences' New York City facility.
Corporate. Loss from continuing operations attributable to
corporate holding company expenses for the three months ended
September 30, 2006 was $908,153. This compares to a loss attributable
to corporate holding company expenses of $476,197 for the three months
ended September 30, 2005, an increase of 91%. The increase in loss was
primarily due to increased professional legal and public company
expenses, offset by decreased executive compensation expenses. Loss
from continuing operations attributable to corporate holding company
expenses for the nine months ended September 30, 2006 was $1,824,175.
This compares to a loss attributable to corporate holding company
expenses of $1,521,072 for the nine months ended September 30, 2005,
an increase of 20%. The increase was primarily due to an increase in
legal and professional fees, offset by declines in commercial
insurance and executive compensation.
Discontinued Operations
Income from discontinued operations was $412,987 for the nine
months ended September 30, 2006. This was a result of recognizing an
expected refund of taxes paid based on filing our state and federal
tax returns in September 2006 and reversing accrued taxes payable
related to the February 2005 sale of Specialty Media.
Cash and Working Capital
At September 30, 2006, we had $234,026 in cash and cash
equivalents, $11,172,186 in U.S. Treasury Notes at market value, and
$10,182,946 in working capital. This compares to $106,622 in cash and
cash equivalents, $13,378,020 in U.S. Treasury Notes, at market value,
and $11,846,492 in working capital at December 31, 2005. We believe
that our financial resources will be sufficient to fund operations and
capital requirements for at least the next 12 months. To the extent
the proposed merger with Invitrogen is not consummated, we will need
substantial amounts of additional financing to fully commercialize the
research programs undertaken by us, which financing may not be
available or if available may not be on reasonable terms.
-0-
*T
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
----------------------------------------------------------------------
Income statement highlights :
-------------------------------------------
For the For the
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
Revenue
Cell & Molecular
Technologies,
Inc. $ 916,921 $1,627,854 $ 2,576,976 $ 4,734,584
Sentigen
Biosciences - 224,463 637,568 579,448
------------ ----------- ------------ ------------
916,921 1,852,317 3,214,544 5,314,032
Income (Loss) After
Direct Costs
Cell & Molecular
Technologies,
Inc. 511,169 1,023,536 1,270,117 2,949,366
Sentigen
Biosciences (25) 109,498 326,324 253,187
------------ ----------- ------------ ------------
511,144 1,133,034 1,596,441 3,202,553
Operating (loss)
income
CMT (149,753) 312,025 (589,897) 842,161
Sentigen
Biosciences (349,660) (294,395) (718,170) (1,130,867)
Corporate (908,153) (476,197) (1,824,175) (1,521,072)
------------ ----------- ------------ ------------
Operating loss (1,407,566) (458,567) (3,132,242) (1,809,778)
------------ ----------- ------------ ------------
Loss from
continuing
operations (1,324,437) (391,748) (2,883,915) (1,598,406)
Income from
discontinued
operations, net of
tax (including
gain on disposal
of $4,773,810, net
of tax of $889,209
for the nine
months ended
September 30,
2005) 412,987 - 412,987 4,835,122
------------ ----------- ------------ ------------
Net (loss) income $ (911,450) $ (391,748) $(2,470,928) $ 3,236,716
============ =========== ============ ============
Net (loss) income
per share
information:
Basic and diluted
net loss per
share from
continuing
operations $ (0.17) $ (0.05) $ (0.38) $ (0.21)
Basic and diluted
net income per
share from
discontinued
operations $ 0.05 $ - $ 0.05 $ 0.64
Basic and diluted
net (loss)
income per share $ (0.12) $ (0.05) $ (0.33) $ 0.43
Weighted Average
shares outstanding
- basic and
diluted 7,694,542 7,474,542 7,599,254 7,472,867
*T
-0-
*T
Balance Sheet Highlights :
-------------------------------------
September 30, December 31,
2006 2005
------------- ------------
(Unaudited)
Cash and cash equivalents $ 234,026 $ 106,622
U.S. treasury notes, available for
sale, at fair value 11,172,186 13,378,020
Total current assets 12,009,508 14,531,489
Total assets 12,612,974 15,600,243
Current maturities of long-term debt 207,744 191,383
Total current liabilities 1,826,562 2,684,997
Total liabilities 2,312,772 3,336,407
Total stockholders' equity $ 10,300,202 $12,263,836
*T
Forward Looking Statements
This news release includes forward-looking statements that involve
risks and uncertainties. Although the Company believes such statements
are reasonable, it can make no assurance that such statements will
prove to be correct. Such statements are subject to certain factors
that may cause results to differ materially from the forward-looking
statements. Such factors include the risk factors discussed in the
Company's filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K , a copy of which
may be obtained from the Company without charge. The Company
undertakes no obligation to publicly release results of any of these
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unexpected results.
About Sentigen Holding Corp.
Sentigen Holding Corp. conducts business through two wholly-owned
operating subsidiaries: Sentigen Biosciences, Inc. ("Sentigen
Biosciences") and Cell & Molecular Technologies, Inc. ("CMT").
As previously disclosed in a press release dated September 1,
2006, we entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Invitrogen Corporation ("Invitrogen"), a Delaware
corporation, and Arctic Fox Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Invitrogen ("Merger Sub")
on August 31, 2006. A special meeting of the stockholders of Sentigen
is scheduled for November 14, 2006 to consider and vote upon a
proposal to adopt the Merger Agreement.
CMT provides contract research and development services to
companies engaged in the drug discovery process in the following
areas: molecular and cell biology, gene expression and protein
biochemistry, bio-processing, high throughput screening support
services, mouse genetics, and cell-based GPCR selectivity profiling.
CMT works in cooperation with Sentigen Biosciences to commercialize
specific applications of the Tango(TM) Assay System.
Sentigen Biosciences has been primarily engaged in the development
and commercialization of novel bioassay systems that elucidate the
underlying biology of protein-protein interactions. Sentigen
Biosciences has initially targeted its Tango(TM) Assay System to
address the functionalization of G protein-coupled receptors (GPCRs)
for pharmaceutical drug discovery and development. Sentigen
Biosciences is devoting a significant portion of its research effort
and resources to the development of a novel molecular profiling
system, which the Company through CMT is commercializing. Management
intends to continually review the commercial validity of the Tango(TM)
Assay System, its applicability to functionalizing orphan GPCRs and
the prospects of our new novel molecular profiling system in order to
make the appropriate decisions as to the best way to allocate our
limited resources. While we believe our technology capabilities in the
bioscience area are substantial, up to this point, Sentigen
Biosciences has incurred substantial operating losses. Although we
have completed several pilot research collaborations, we have not
entered into any drug discovery or development agreements, nor can any
assurance be given that we will be able to do so on terms that are
acceptable to us.
For more information on our companies, please visit their
respective websites: http://www.cmt-inc.net and
http://www.sentigen.com.