BioVaxys Technology (CSE:BIOV)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more BioVaxys Technology Charts. Click Here for more BioVaxys Technology Charts.](/p.php?pid=staticchart&s=CNSX%5EBIOV&p=8&t=15)
BioVeris (Nasdaq: BIOV) Shares Distributed by IGEN; Shares Expected to Begin
Trading February 17
BioVeris Reports 3rd Quarter Financial Results
GAITHERSBURG, Md., Feb. 13 /PRNewswire-FirstCall/ -- BioVeris Corporation
announced today it has become an independent public company in connection with
the closing of IGEN International, Inc.'s merger and related transactions with
Roche Holding Ltd. BioVeris common stock has been approved for listing on The
NASDAQ National Market(R) under the symbol "BIOV." Trading in BioVeris is
expected to begin on Tuesday, February 17, 2004.
BioVeris also announced today that it has reported financial results for its
fiscal third quarter ended December 31, 2003, and filed a Form 10-Q with the
Securities and Exchange Commission.
Earlier today, IGEN announced that it had been acquired by Roche Holding Ltd in
a transaction, in which IGEN stockholders will receive $47.25 in cash, without
interest, and one share of BioVeris common stock for each share of IGEN common
stock they owned immediately prior to the closing. IGEN stockholders also
approved the proposed BioVeris 2003 stock incentive plan. BioVeris has assumed
IGEN's biodefense, life science and industrial product lines, as well as
opportunities in the clinical diagnostic and healthcare fields, and owns IGEN's
intellectual property, including the electrochemiluminescence (ECL) technology
for the detection and measurement of biological and chemical substances. For
additional information about BioVeris, please see its filings with the
Securities and Exchange Commission, including its quarterly report on Form 10-Q
and its registration statement on Form S-4.
Financial Results for the Three and Nine Months Ended December 31, 2003
Prior to the completionof the IGEN and Roche merger and related transactions,
the assets and businesses of BioVeris had historically been owned and operated
by IGEN. BioVeris' financial statements have been prepared and are presented as
if it had been operating as a separate entity using IGEN's historical cost basis
in the assets and liabilities and including the historical operations of the
businesses and assets transferred to BioVeris from IGEN as part of the
restructuring. Prior to the completion of the merger and related transactions,
IGEN held all cash in a centralized treasury and provided all of the necessary
funding for the operations of BioVeris. Accordingly, no cash is reflected on the
accompanying condensed consolidated balance sheets and IGEN's net investment in
BioVeris is shown in lieu of stockholders' equity.
BioVeris reported revenues of $3.8 million for the three-months ended December
31, 2003, compared to $5.5 million for the same period last year. Revenues for
the nine-months ended December 31, 2003 increased to $14.8 million, compared to
$13.1 million for the same period last year. Product sales were $3.5 million
and $13.9 million during the three and nine months ended December 31, 2003,
respectively, compared to $5.2 million and $12.1 millionfor the same respective
prior year periods. The changes in product sales during the three and nine
months ended December 31, 2003 reflect the periodic changes in volume and timing
of orders and product deliveries for biodefense products and M-SERIES(R)
systems, which orders and deliveries are based on customers' requirements.
Product costs were $3.3 million and $9.0 million for the three-and nine- months
ended December 31, 2003, respectively, compared to $2.4 million and $5.4 million
for the same respective prior year periods. Product costs, as a percentage of
product sales, increased in the current period, due to costs incurred in
connection with instrument upgrades and detection module upgrades for existing
life science customers. The instrument and detection module upgrade programs
were substantially complete as of December 31, 2003.
Research and development expenses were $4.3 million and $14.6 million for the
three-and nine-months ended December 31, 2003, respectively, compared to $5.5
million and $17.4 million for the same respective prior year periods due
primarily to lower personnel and facilities costs for development projects.
Research and development expenses relate primarily to ongoing development costs
and product enhancements associated with the M-SERIES family of products,
development of new assays and research and development of new systems and
technologies, including point-of-care products.
Selling, general and administrative expenses were $4.6 million and $13.7 million
for the three- and nine-months ended December 31, 2003, respectively, compared
to $5.6 million and $15.8 million for the same respective prior year periods.
These decreases were primarily attributable to lower personnel costs in the
current year periods.
Costs incurred by BioVeris associated with the Roche merger and related
transactions, including the restructuring and the distribution of BioVeris'
shares, are comprised primarily of accounting, legal, printing and registration
fees, as well as the allocation of a noncash compensation charge associated with
the accelerated vesting of certain employee stock options pursuant to the
restructuring. These merger related costs were $3.9 million and $4.1 million
for the three-and nine-months ended December 31, 2003, respectively, including
$2.5 million associated with the noncash compensation charge. BioVeris expects
to incur additional merger related costs through the February 13, 2004 closing
of the merger and related transactions.
Costs incurred for Meso Scale Diagnostics (MSD) joint venture activities, as
recorded in "Equity in Loss of Joint Venture," were $3.7 million and $13.4
million for the three-and nine-months ended December 31, 2003, respectively, and
were $3.3 million and $12.8 million in the same respective prior year periods.
BioVeris records it proportionate share of MSD losses, which approximates 100%
of MSD's losses. The increase in MSD's losses during the current periods
resulted primarily from increases in MSD's sales and marketing expenses which
were offset in part by a growth in revenues.
BioVeris reported a net loss of $16.0 million ($0.60 per pro forma common share)
for the three months ended December 31, 2003 compared to a net loss of $11.3
million ($0.42 per pro forma common share) for the same period last year.
BioVeris reported a net loss of $39.8 million ($1.49 per pro forma common share)
for the nine months ended December 31, 2003 compared to a net loss of $38.2
million ($1.43 per pro forma common share) for the same period last year.
BioVeris Corporation develops, manufactures and markets advanced biological and
chemical detection systems, including instruments, tests and related consumable
reagents. BioVeris' products are based on its unique patent-protected ECL
technology. BioVeris and its licensees provide products to the global
diagnostics markets, including: clinical diagnostics and non- clinical
diagnostics (biodefense, life science research and testing for food safety and
quality control). BioVeris is headquartered in Gaithersburg, Maryland. More
information about the company can be found at http://www.bioveris.com/.
M-SERIES is a trademark of BioVeris.
This press release contains forward-looking statements within the meaning of the
federal securities laws that relate to future events or BioVeris' future
financial performance. All statements in this press release that are not
historical facts, including any statements about the markets and potential
markets, market growth for diagnosticproducts, the potential market for
products in development, the prospects for future business arrangements with
third parties, future financial plans are hereby identified as "forward- looking
statements." The words "may," "should," "will," "expect," "could,"
"anticipate," "believe," "estimate," "plan," "intend" and similar expressions
have been used to identify certain of the forward-looking statements. In this
press release, BioVeris has based these forward-looking statements on
management's current expectations, estimates and projections and they are
subject to a number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the forward- looking
statements. Such forward-looking statements should, therefore, be considered in
light of various important factors, including changes in BioVeris' strategy and
business plans, BioVeris' ability to develop and introduce new or enhanced
products, BioVeris' ability to enter into new collaborations on favorable terms,
if at all; BioVeris' ability to expand the distribution and increase sales of
existing products; the demand for rapid testing products in each of BioVeris'
markets, the ability of BioVeris' licensees to effectively develop and market
products based on the technology BioVeris licenses to them, the availability of
financing and financial resources in the amounts, at the times and on the terms
required to support BioVeris' future business and changes in general economic,
business and industry conditions. The foregoing sets forth some, but not all,
of the factors that could impact upon BioVeris' ability to achieve results
described in any forward-looking statements. A more complete description of the
risks applicable to BioVeris is provided in the Company's filings with the
Securities and Exchange Commission (SEC) including its quarterly report on Form
10-Q filed on February 13, 2004 and its registration statement on Form S- 4/A,
filed with the SEC on January 13, 2004 available at the SEC's web site at
http://www.sec.gov/.
Investors are cautioned not to place undue reliance on these forward- looking
statements. Investors also should understand that is not possible to predict or
identify all risk factors and that neitherthis list nor the factors identified
in BioVeris' SEC filings should be considered a complete statement of all
potential risks and uncertainties. BioVeris has no obligation to publicly
update or release any revisions to these forward- looking statements to reflect
events or circumstances after the date of this press release.
(Financial data follows)
BioVeris Corporation
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three months ended Nine months ended
December 31, December 31,
20032002 2003 2002
Revenues:
Product sales $3,500 $5,163 $13,914 $12,135
Royalty income 250 316 790 829
Contract fees 34 49 104 98
3,784 5,528 14,808 13,062
Operating costs and
expenses:
Product costs 3,260 2,438 9,033 5,396
Research and
development 4,343 5,498 14,595 17,431
Selling, general
and administrative 4,647 5,600 13,664 15,798
Merger related costs 3,901 - 4,068 -
16,151 13,536 41,360 38,625
Loss from operations (12,367) (8,008) (26,552) (25,563)
Other, net 125 24 173 183
Equity in loss
of joint venture (3,742) (3,329) (13,422) (12,784)
Net loss $(15,984) $(11,313) $(39,801) $(38,164)
Pro forma net loss
per share $(0.60) $(0.42) $(1.49) $(1.43)
Pro forma common
shares outstanding 26,727 26,727 26,727 26,727
BioVeris Corporation
Summary Consolidated Balance Sheet Data
(In thousands)
(Unaudited)
December 31, March 31,
2003 2003
Assets:
Accounts receivable, net $3,842 $5,434
Inventory 5,450 5,448
Prepaid expenses and other 1,024 2,286
Total current assets 10,316 13,168
Equipment and leasehold improvements, net 5,535 6,456
Investment in joint venture 16,682 9,164
Other 358 372
Total assets $32,891 $29,160
Liabilities and Net Investment by IGEN:
Accounts payable and accrued expenses $6,261 $7,928
Deferred revenue 708 507
Total current liabilities 6,969 8,435
Deferred revenue 14 60
Net investment by IGEN 25,908 20,665
Total liabilities and net investment
by IGEN $32,891 $29,160
DATASOURCE: BioVeris Corporation
CONTACT: George Migausky of BioVeris Corporation, +1-301-869-9800,
ext. 2013; or Investors: Jonathan Fassberg of The Trout Group,
+1-212-477-9007, ext. 16, for BioVeris Corporation; or Media: Paul Caminiti or
Andrew Cole of Citigate Sard Verbinnen,+1-212-687-8080, for BioVeris
Corporation
Web site: http://www.bioveris.com/