Table of Contents
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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, 2008
OR
o
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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 000-22677
CLARIENT, INC.
(Exact name of registrant as specified in its
charter)
DELAWARE
|
|
75-2649072
|
(State or other jurisdiction of incorporation
or organization)
|
|
(IRS Employer Identification Number)
|
|
|
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31 COLUMBIA
ALISO VIEJO, CA
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92656-1460
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(Address of principal executive offices)
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(Zip code)
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(949) 425-5700
(Registrants 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 (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
(Do not check if a smaller
reporting company)
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
The number of shares outstanding of each of the issuers classes of
common stock as of the latest practicable date:
Class
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Outstanding October 27, 2008
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Common
Stock, $0.01 par value per share
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72,830,465 shares
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Table
of Contents
PART IFINANCIAL
INFORMATION
Item 1. Financial Statements.
CLARIENT, INC. AND SUBSIDIARIES
Condensed
Consolidated Balance Sheets
(in thousands, except share and per share
amounts)
(Unaudited)
|
|
September 30,
2008
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December 31,
2007
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|
|
|
|
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ASSETS
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Current assets:
|
|
|
|
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Cash and cash equivalents
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$
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1,870
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$
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1,516
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Accounts receivable, net of allowance for
doubtful accounts of $6,993 and $3,370 at September 30, 2008 and
December 31, 2007, respectively
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16,858
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12,020
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|
Inventories
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951
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740
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Prepaid expenses and other current assets
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995
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1,006
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Total current assets
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20,674
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15,282
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Property and equipment, net
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11,543
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10,997
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Other assets
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99
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|
339
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Total assets
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$
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32,316
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$
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26,618
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LIABILITIES
AND STOCKHOLDERS DEFICIT
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|
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Current liabilities:
|
|
|
|
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Revolving lines of credit
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$
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14,384
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|
$
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13,997
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|
Related party line of credit, net of
discount
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|
6,773
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|
1,737
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|
Accounts payable
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3,462
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|
2,915
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|
Accrued payroll
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2,708
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|
1,916
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|
Accrued expenses
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3,179
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|
4,327
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|
Current maturities of capital lease
obligations
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|
228
|
|
1,510
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|
Total current liabilities
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30,734
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26,402
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Long-term capital lease obligations
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340
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|
906
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Deferred rent and other non-current
liabilities
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4,023
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|
4,099
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Commitments and contingencies
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|
|
|
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Stockholders deficit:
|
|
|
|
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Common stock $0.01 par value, authorized
150,000,000 shares, issued and outstanding 72,830,174 and 72,066,783 at September 30,
2008 and December 31, 2007, respectively
|
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728
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|
721
|
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Additional paid-in capital
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149,186
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139,758
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Accumulated deficit
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|
(152,604
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)
|
(145,177
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)
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Accumulated other comprehensive loss
|
|
(91
|
)
|
(91
|
)
|
Total stockholders deficit
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|
(2,781
|
)
|
(4,789
|
)
|
Total liabilities and stockholders deficit
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$
|
32,316
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|
$
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26,618
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|
See accompanying notes to Condensed
Consolidated Financial Statements.
3
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Condensed
Consolidated Statements of Operations
(in thousands, except share and per share
amounts)
(Unaudited)
|
|
Three Months Ended
September 30,
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Nine Months Ended
September 30,
|
|
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2008
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2007
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|
2008
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2007
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Revenue
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$
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18,997
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$
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11,936
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$
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51,799
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$
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30,638
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Cost of revenue
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7,159
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5,739
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|
20,134
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16,311
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Gross profit
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11,838
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6,197
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31,665
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14,327
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Selling, general and administrative
expenses
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11,653
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8,741
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|
33,339
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|
22,876
|
|
Income (loss) from operations
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185
|
|
(2,544
|
)
|
(1,674
|
)
|
(8,549
|
)
|
Interest expense
|
|
203
|
|
286
|
|
661
|
|
945
|
|
Interest expense to related parties
|
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2,203
|
|
206
|
|
5,105
|
|
903
|
|
Interest income
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|
(7
|
)
|
|
|
(19
|
)
|
(48
|
)
|
Loss from continuing operations before income
taxes
|
|
(2,214
|
)
|
(3,036
|
)
|
(7,421
|
)
|
(10,349
|
)
|
Income taxes
|
|
|
|
|
|
6
|
|
23
|
|
Loss from continuing operations
|
|
(2,214
|
)
|
(3,036
|
)
|
(7,427
|
)
|
(10,372
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)
|
Income from discontinued operations
|
|
|
|
153
|
|
|
|
5,514
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Net loss
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|
$
|
(2,214
|
)
|
$
|
(2,883
|
)
|
$
|
(7,427
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)
|
$
|
(4,858
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)
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Basic and diluted income (loss) per common
share:
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
$
|
(0.15
|
)
|
Income from discontinued operations
|
|
|
|
|
|
|
|
0.08
|
|
Net loss
|
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
$
|
(0.07
|
)
|
Weighted average number of common shares
outstanding
|
|
72,616,482
|
|
71,613,956
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72,330,964
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71,482,084
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|
See accompanying notes to Condensed
Consolidated Financial Statements.
4
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Condensed
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
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Nine Months Ended
September 30,
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|
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|
2008
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|
2007
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(7,427
|
)
|
$
|
(4,858
|
)
|
Income from discontinued operations
|
|
|
|
(5,514
|
)
|
Adjustments to reconcile net loss to net
cash used in operating activities:
|
|
|
|
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Depreciation
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2,815
|
|
2,500
|
|
Amortization of deferred financing and
offering costs
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302
|
|
57
|
|
Provision for bad debts
|
|
7,735
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|
1,765
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|
Stock-based compensation
|
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1,424
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|
1,195
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|
Interest on related party debt
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|
4,621
|
|
387
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
Accounts receivable, net
|
|
(12,573
|
)
|
(4,203
|
)
|
Inventories
|
|
(211
|
)
|
(212
|
)
|
Prepaid expenses and other assets
|
|
69
|
|
(372
|
)
|
Accounts payable
|
|
660
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|
(1,671
|
)
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Accrued payroll
|
|
792
|
|
944
|
|
Accrued expenses
|
|
(1,012
|
)
|
634
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|
Deferred rent and other non-current
liabilities
|
|
(76
|
)
|
372
|
|
Cash flows from operating activities of
discontinued operations
|
|
|
|
(649
|
)
|
Net cash used in operating activities
|
|
(2,881
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)
|
(9,625
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)
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchases of property and equipment
|
|
(3,499
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)
|
(2,650
|
)
|
Proceeds from sale of discontinued
operations, net of selling costs
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|
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10,329
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|
Cash flows used in investing activities of
discontinued operations
|
|
|
|
(132
|
)
|
Net cash (used in) provided by investing
activities
|
|
(3,499
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)
|
7,547
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|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
783
|
|
361
|
|
Borrowings on capital lease obligations
|
|
672
|
|
|
|
Repayments on capital lease obligations
|
|
(2,520
|
)
|
(1,563
|
)
|
Borrowings on revolving lines of credit
|
|
24,048
|
|
23,031
|
|
Repayments on revolving lines of credit
|
|
(23,756
|
)
|
(17,913
|
)
|
Borrowings on related party debt
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|
12,420
|
|
|
|
Repayments on related party debt
|
|
(4,913
|
)
|
|
|
Cash flows from financing activities of
discontinued operations
|
|
|
|
(230
|
)
|
Net cash provided by financing activities
|
|
6,734
|
|
3,686
|
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
|
|
(62
|
)
|
Net increase in cash and cash equivalents
|
|
354
|
|
1,546
|
|
Cash and cash equivalents at beginning of
period
|
|
1,516
|
|
448
|
|
Cash and cash equivalents at end of period
|
|
$
|
1,870
|
|
$
|
1,994
|
|
Supplemental disclosure of cash flow
information:
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
876
|
|
$
|
1,238
|
|
Cash paid for income taxes
|
|
$
|
6
|
|
$
|
23
|
|
Non cash financing activitiesissuance of
warrants in connection with borrowings from related party
|
|
$
|
7,092
|
|
$
|
|
|
See accompanying notes to Condensed
Consolidated Financial Statements.
5
Table of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation and Liquidity
The
accompanying unaudited interim Condensed Consolidated Financial Statements of
Clarient, Inc. and Subsidiaries (the Company) were prepared in
accordance with accounting principles generally accepted in the United States
of America and the interim financial statements rules and regulations of
the U.S. Securities and Exchange Commission SEC). In the opinion of
management, these statements include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the Condensed
Consolidated Financial Statements. Certain amounts have been reclassified to
conform to the current year presentation.
The interim
operating results are not necessarily indicative of the results for a full year
or for any interim period. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the U.S.
(GAAP)
have been condensed or omitted pursuant to SEC rules and
regulations relating to interim financial statements. The Condensed
Consolidated Financial Statements included in this Form 10-Q should be
read in conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere in this Form 10-Q
and included together with the Companys audited Consolidated Financial
Statements and Notes thereto included in the Companys 2007 Annual Report on Form 10-K.
The preparation
of the Condensed Consolidated Financial Statements contained herein in
conformity with GAAP requires management to make estimates and assumptions that
affect the amounts reported in the Condensed Consolidated Financial Statements
and accompanying notes to the Condensed Consolidated Financial Statements. The
most significant estimates in the Companys Condensed Consolidated Financial
Statements relate to revenue recognition, allowance for doubtful accounts, and
stock-based compensation expense. Actual results could differ from those
estimates.
During the fourth quarter of 2007, the Company identified certain
immaterial accounting errors which resulted in a correction of prior periods.
The prior period Condensed Consolidated Financial Statements presented herein
have been adjusted for such correction. See the Companys 2007
Annual Report on Form 10-K,
Note 11 for additional discussion.
The Companys financial statements have been prepared on a
going-concern basis, which assumes that the Company will have sufficient
resources to pay its obligations as they become due during the next twelve
months and do not reflect adjustments that might result if the Company were not
to continue as a going concern. The Company has incurred operating losses in
every year since inception and its accumulated deficit as of September 30,
2008 was $152.6 million and its total stockholders deficit was
$2.8 million. The Companys working capital deficiency (total current
assets minus total current liabilities) was $10.1 million at September 30,
2008.
The Companys credit facilities with Gemino Healthcare Finance, LLC
(Gemino), Comerica Bank (Comerica), and Safeguard Delaware, Inc., a
wholly-owned subsidiary of Safeguard Scientifics, Inc. (Safeguard), the
Companys majority shareholder, contain certain covenants which require the
Companys compliance. In order for the
Company to comply with the financial covenants contained within its credit
facilities, the Company must achieve operating results at levels that it has
not historically achieved. As of
September 30, 2008, the Company believes that it was in compliance with all of
the covenants contained within its credit facilities. See Note 9 for a discussion of the Companys
credit facilities.
Failure to maintain compliance with the financial and/or certain other
covenants contained within its credit facilities would constitute an event of
default under the respective credit facility and by agreement, would result in
a cross-default for the other credit facilities. If the Company could not
receive a waiver of default from its lenders, its borrowings under the
respective credit facilities would immediately become due and payable. There can be no assurance that the Company
would be able to obtain waivers from existing lenders or fully access its
existing financing sources in the event of default.
At September 30, 2008, the Company did not have sufficient cash
availability to repay its credit facilities coming due in early 2009. The Company is currently in the process of
evaluating certain financing alternatives in light of the stated maturity dates
of its current credit arrangements. Due to the Companys financial condition
and the recent turmoil in the financial and credit markets, the Companys
ability to obtain extensions to its existing credit facilities, or to obtain
new credit facilities, may be adversely affected. There can be no assurance that the Company
will be able to obtain financing on terms that are favorable to it and its
stockholders. As a result, there is a substantial doubt about the Companys
ability to continue as a going concern.
6
Table of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(2) Recent Accounting Pronouncements
In May 2008, the FASB
issued Statement No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS No. 162). SFAS No. 162 identifies the
sources for generally accepted accounting principles (GAAP) in the U.S. and
lists the categories in descending order. An entity should follow the
highest category of GAAP applicable for each of its
accounting transactions. SFAS No. 162
is effective 60 days following the SECs approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles.
The adoption of SFAS No. 162 will not have a material effect on the
Companys consolidated financial statements.
In
February 2007, the FASB issued SFAS No. 159, Fair Value Option for
Financial Assets and Liabilities (SFAS No. 159). SFAS No. 159 allows companies to choose,
at specific election dates, to measure eligible financial assets and
liabilities that are not otherwise required to be measured at fair value, at
fair value. Under SFAS No. 159,
companies would report unrealized gains and losses for which the fair value
option has been elected in earnings at each subsequent reporting date, and
recognize up-front costs and fees related to those items in earnings as
incurred. SFAS No. 159 became
effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 did not
have a material impact on the Companys consolidated financial statements due
to its election to not measure any of its financial assets or financial
liabilities at fair value.
In September 2006,
the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 establishes a common
definition for fair value to be applied to U.S. GAAP requiring use of fair
value, establishes a framework for measuring fair value, and expands disclosure
about such fair value measurements. SFAS No. 157 is effective for
financial assets and financial liabilities for fiscal years beginning after November 15,
2007. Issued in February 2008, FSP 157-1 Application of FASB Statement No. 157
to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13 removed leasing transactions accounted for under Statement
13 and related guidance from the scope of SFAS No. 157. FSP 157-2 Partial
Deferral of the Effective Date of Statement 157 (FSP 157-2), deferred the
effective date of SFAS No. 157 for all nonfinancial assets and
nonfinancial liabilities to fiscal years beginning after November 15,
2008. The implementation of SFAS No. 157
for financial assets and financial liabilities, effective January 1, 2008,
did not have a material impact on the Companys consolidated financial position
and results of operations. The Company does not expect the adoption of SFAS No. 157
for nonfinancial assets and
nonfinancial liabilities to have a material
impact on its consolidated financial position and results of operations
In November 2007, the EITF reached a consensus on EITF 07-1: Accounting
for Collaborative Arrangements (EITF 07-1).
EITF No. 07-01 provides guidance for whether an arrangement
constitutes a collaborative arrangement, how costs incurred and revenue generated
on sales to third parties should be reported by the partners to a collaborative
arrangement in each of their respective income statements, how payments made to
or received by a partner pursuant to a collaborative arrangement should be
presented in the income statement, and what participants should disclose in the
notes to the financial statements about a collaborative arrangement.
EITF 07-1 shall be effective for annual periods beginning after December 15,
2008. Entities are required to report the effects of applying EITF 07-1 as
a change in accounting principle through retrospective application to all
periods to the extent practicable. Upon application of EITF 07-1, the
following is required to be disclosed: a) a description of the prior-period
information that has been retrospectively adjusted, if any, and b) the
effect of the change on revenue and operating expenses (or other appropriate
captions of changes in the applicable net assets or performance indicator) and
on any other affected financial statement line item. The Company does not
expect the adoption of EITF 07-1 to have a material impact on its
consolidated financial position, results of operations and cash flows.
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS No. 141(R)).
SFAS No. 141(R) significantly changes the accounting for
business combinations. Under SFAS No. 141(R), an acquiring entity will be
required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition-date at fair value with limited exceptions. SFAS No. 141(R) further changes the
accounting treatment for certain specific items, including:
7
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
·
Acquisition costs will be generally expensed
as incurred;
·
Noncontrolling interests (formerly known as minority
interests) will be recorded at fair value at the acquisition date;
·
Acquired contingent liabilities will be
recorded at fair value at the acquisition date and subsequently measured at
either the higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
·
In-process research and development
(IPR&D) will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date;
·
Restructuring costs associated with a
business combination will be generally expensed subsequent to the acquisition
date; and
·
Changes in deferred tax asset valuation
allowances and income tax uncertainties after the acquisition date generally
will affect income tax expense.
SFAS No. 141(R) includes
a substantial number of new disclosure requirements. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after January 1, 2009.
In March 2007 the
EITF reached a consensus on EITF 07-3: Accounting for Nonrefundable Advance
Payments for Goods or Services Received for Use in Future Research and
Development Activities (EITF 07-03).
EITF 07-3 guidance states that nonrefundable advance payments for goods
or services that will be used or rendered for future research and development
activities should be deferred and capitalized. Such amounts are required to be
recognized as an expense as the related goods are delivered or the related
services are performed. Entities should continue to evaluate whether they
expect the goods to be delivered or services to be rendered. If an entity does
not expect the goods to be delivered or services to be rendered, the
capitalized advance payment should be charged to expense. EITF 07-1 became effective as of January 1,
2008 and applies prospectively for new contracts. The adoption of EITF 07-3 did
not have a material impact on the Companys consolidated financial statements.
(3) Discontinued Operations
On March 8, 2007, the Company sold its instrument systems
business, consisting of certain tangible assets, inventory, intellectual
property (including the Companys former patent portfolio and the ACIS and
ChromaVision trademarks), contracts and related assets (the Technology
Business) to Carl Zeiss MicroImaging, Inc. and one of its subsidiaries
(collectively, Zeiss) for an aggregate purchase price of
$12.5 million. The $12.5 million
consisted of $11.0 million in cash and an additional $1.5 million in
contingent purchase price, subject to the satisfaction of certain post-closing
conditions through March 2009 relating to transferred intellectual
property (the ACIS Sale).
As part of the ACIS Sale, the Company entered into a license agreement
with Zeiss that granted the Company a non-exclusive, perpetual and royalty-free
license to certain of the transferred patents, copyrights and software code for
use in connection with imaging applications (excluding sales of imaging
instruments) and the Companys cancer diagnostic services business.
The ACIS Sale agreement also contemplated that the Company and Zeiss
would each invest up to $3.0 million in cash or other in-kind
contributions to pursue a joint development arrangement for novel
markers and new menu applications for the ACIS product line (the Development
Arrangement)
. The
Development
Arrangement was to be drafted and signed within 120 days following
the closing of the ACIS Sale, though it was subsequently extended to October 31,
2007. As of September 30, 2008, the
Company and Zeiss had not signed a definitive agreement for the Development Arrangement. The Company is under no financial obligation
for the Development Arrangement if terms cannot be reached.
8
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(4) Stock-Based Compensation
Effective January 1, 2006, the Company adopted SFAS No. 123
(revised 2004), Share-Based Payment (SFAS No. 123(R)). Stock-based compensation expense
recognized during the period is based on the value of the portion of stock-based awards that are ultimately
expected to vest, as the gross expense is reduced for estimated stock-based
award forfeitures. The Company recognizes stock-based compensation expense over
the awards vesting period using the straight-line method for employees and
ratably for non-employees. The Company classifies the compensation expense
related to these awards in the Condensed Consolidated Statements of Operations
based on the department to which the recipient reports.
Stock-based
compensation related to continuing operations was as follows (in thousands):
|
|
Three Months
Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
Cost of revenue
|
|
$
|
14
|
|
$
|
8
|
|
$
|
36
|
|
$
|
26
|
|
Selling, general and administrative expense
|
|
227
|
|
369
|
|
1,388
|
|
1,169
|
|
Total stock-based compensation expense
|
|
$
|
241
|
|
$
|
377
|
|
$
|
1,424
|
|
$
|
1,195
|
|
The Company has one active shareholder-approved stock plan, the 2007
Incentive Award Plan (the 2007 Plan). The 2007 Plan provides for the grant of
incentive stock options and nonqualified stock options, restricted stock, stock
appreciation rights, performance shares, performance stock units, dividend
equivalents, stock payments, deferred stock, restricted stock units,
performance bonus awards, and performance-based awards. The maximum numbers of
shares of Company common stock available for issuance under the 2007 Plan is
4.0 million shares, plus availability that contractually remained under the
1996 Plan. As of September 30,
2008, 2.1 million shares were available for grant.
During the
nine months ended September 30, 2008 the Company granted 2.3 million stock
options under the 2007 Plan. The options have four-year vesting terms and
ten-year contractual lives. The $2.6 million fair value of the stock options
granted was determined at the date of grant using the Black-Scholes
option-pricing model. The Black-Scholes
option-pricing model inputs were as follows:
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
Risk-free interest rate
(a)
|
|
3.0
|
%
|
4.1% 4.3
|
%
|
2.5% 3.4
|
%
|
4.1% 4.3
|
%
|
Dividend yield
|
|
|
|
|
|
|
|
|
|
Expected term of awards (in years)
(b)
|
|
5
|
|
3.5 6.1
|
|
5
|
|
3.5 6.1
|
|
Volatility
(c)
|
|
77
|
%
|
83% 87
|
%
|
77% 80
|
%
|
87% 90
|
%
|
Forfeitures
(d)
|
|
5% or 8
|
%
|
8% or 35
|
%
|
5% or 8
|
%
|
8% or 35
|
%
|
(a) Based
upon the U.S. Treasury yield curve in effect at the end of the quarter that the
options were granted (for a period equaling the stock options expected term).
(b) Determined by the
historical stock option exercise behavior of the Companys employees.
(c) Measured using
weekly price observations for a period equal to the stock options expected
term.
(d) Determined using the
historical exercise behavior between two groups of the Companys employees.
During the nine months ended September 30, 2008 the Company
granted 0.2 million restricted stock awards under the 2007 Plan. The $0.5 million fair value of the restricted
stock awards was based on the closing price of the Companys stock on the date
of issuance, and is recognized over a four-year vesting period.
9
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(5) Net Income (Loss) Per Share
Basic and diluted net income
(loss) per common share has been calculated by dividing the net income (loss)
by the weighted average number of common shares outstanding for the period.
The calculations of net
income (loss) per share were:
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
(in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(2,214
|
)
|
$
|
(3,036
|
)
|
$
|
(7,427
|
)
|
$
|
(10,372
|
)
|
Income from discontinued operations
|
|
|
|
153
|
|
|
|
5,514
|
|
Net loss
|
|
$
|
(2,214
|
)
|
$
|
(2,883
|
)
|
$
|
(7,427
|
)
|
$
|
(4,858
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
72,616,482
|
|
71,613,956
|
|
72,330,964
|
|
71,482,084
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per
share:
|
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
$
|
(0.15
|
)
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
|
|
|
|
|
0.08
|
|
Net loss
|
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
$
|
(0.07
|
)
|
The
following Company securities were outstanding at September 30, 2008 and September 30,
2007 and their weighted average affects were excluded from the calculations of
net income (loss) per share because their impact would have been anti-dilutive
(in
thousands):
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
Common stock options
|
|
6,234
|
|
5,707
|
|
Common stock warrants
|
|
6,913
|
|
6,732
|
|
Unvested restricted stock
|
|
218
|
|
80
|
|
Total
|
|
13,365
|
|
12,519
|
|
10
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(6) Comprehensive Loss
Comprehensive loss is the
change in equity of a business enterprise from transactions and other events
and circumstances from non-owner sources.
The following summarizes the components of
the Companys comprehensive loss (in thousands):
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,214
|
)
|
$
|
(2,883
|
)
|
$
|
(7,427
|
)
|
$
|
(4,858
|
)
|
Foreign currency translation adjustment
|
|
2
|
|
(1
|
)
|
|
|
(62
|
)
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(2,212
|
)
|
$
|
(2,884
|
)
|
$
|
(7,427
|
)
|
$
|
(4,920
|
)
|
(7) Operating Segment
The Company has one reportable operating segment that delivers critical
oncology testing services to community pathologists, biopharmaceutical
companies and researchers. At September 30,
2008, substantially all of the Companys services were provided within the
United States, and substantially all of the Companys assets were located
within the United States.
(8) Stock Transactions
Safeguard has the power to elect all of the Companys directors due to
its beneficial ownership of 58.1% of the Companys outstanding common stock as
of September 30, 2008; however, Safeguard has contractually agreed with
the Company that a majority of the Companys Board of Directors will consist of
individuals not specifically designated by Safeguard. Safeguard nonetheless
retains the ability to control the Company.
At the Companys Annual Meeting on June 18, 2008, the Companys
stockholders voted to approve an amendment to the Companys certificate of
incorporation to increase the number of authorized shares of common stock of
the Company from 100.0 million to 150.0 million.
11
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(9) Credit Arrangements
The following table summarizes the Companys total debt as of September 30,
2008 and December 31, 2007 (in thousands):
|
|
September 30,
2008
|
|
December 31,
2007
|
|
Comerica Facility
|
|
$
|
9,000
|
|
$
|
9,000
|
|
GE Capital Facility
|
|
|
|
4,997
|
|
Initial Mezzanine Facility
|
|
|
|
2,000
|
|
New Mezzanine Facility
|
|
10,385
|
|
|
|
Gemino Facility
|
|
5,384
|
|
|
|
Capital lease obligations
|
|
568
|
|
2,416
|
|
Subtotal
|
|
25,337
|
|
18,413
|
|
Less: Unamortized discount on Mezzanine
Facilities
|
|
(3,612
|
)
|
(263
|
)
|
Total debt
|
|
21,725
|
|
18,150
|
|
Less: Short-term debt
|
|
(21,385
|
)
|
(17,244
|
)
|
Total long-term debt (capital lease
obligations)
|
|
$
|
340
|
|
$
|
906
|
|
Comerica Facility
The Company has a $12.0 million revolving credit agreement with
Comerica Bank, which was amended and restated on February 28, 2008 to
extend the maturity to February 2009 (the Comerica Facility).
Outstanding borrowings under the Comerica Facility were $9.0 million at September 30,
2008. Such borrowings are being used for
working capital purposes. The remaining
availability under the Comerica Facility was used to obtain a $3.0 million
stand-by letter of credit for the landlord of the Companys leased facility in
Aliso Viejo, California. As of September 30,
2008, the Company had no additional availability under the Comerica Facility.
During 2007 and prior to the amendment and restatement on February 28,
2008, borrowings under the Comerica Facility included one financial covenant
related to tangible net worth (Tangible Net Worth Covenant) and bore interest at the prime rate minus 0.5% or
a rate equal to the 30-day London Interbank Offered Rate (LIBOR) plus 2.45%.
The Company was not in compliance with the Tangible Net Worth Covenant as
of December 31, 2007 (and in certain prior periods). On March 21, 2008, the Company obtained
a waiver of non-compliance from Comerica Bank. The Comerica Facility was
amended in July 2008 in connection with the completion of the Companys
Gemino Facility, described below (the July 2008 Amendment). The July 2008
Amendment eliminated the Tangible Net Worth Covenant and replaced it with a
covenant that requires the Company to maintain minimum adjusted EBITDA,
defined as: (i) net income plus
(ii) amounts deducted in the calculation of net income for (a) interest
expense, (b) charges against income for foreign, federal, state and local
taxes, (c) depreciation and amortization, and (d) stock-based
compensation (the Comerica Minimum Adjusted EBITDA Covenant). The Comerica Minimum Adjusted EBITDA Covenant
was $2.0 million for the nine-month period ended September 30, 2008 and
$2.9 million for the 12-month period ended December 31, 2008.
Safeguard guarantees the Companys borrowings under the Comerica
Facility in exchange for 0.5% per annum of the total amount guaranteed plus
4.5% per annum of the daily-weighted average principal balance outstanding.
Additionally, the Company is required to pay Safeguard a quarterly usage fee of
0.875% of the amount by which the daily average outstanding principal balance
under the Comerica Facility exceeds $5.5 million. The Company issued common stock warrants to
Safeguard in January 2007 as consideration for its guarantee as follows:
i) common stock warrants to purchase 0.1 million shares at an exercise price of
$0.01 (as a commitment fee for Safeguards guarantee) and ii) common stock
12
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
warrants to
purchase 0.2 million shares at an exercise price of $1.64 (as a maintenance fee
for Safeguards guarantee). The fair
value of the common stock warrants was determined to be $0.3 million under the
Black-Scholes option pricing model and was expensed in the quarter ended March 31,
2007 since the Companys then-existing facility with Comerica Bank was set to
expire in the same quarter as the common stock warrants were issued to
Safeguard.
The usage and guarantee fees charged by Safeguard for the Comerica
Facility for the three and nine months ended September 30, 2008 were $0.1
million and $0.4 million, respectively, and for the three and nine months ended
September 30, 2007 were $0.1 million and $0.4 million, respectively. Such
amounts are included in interest expense to related parties within the
Condensed Consolidated Statements of Operations.
The interest expense on the outstanding balance under the Comerica
Facility for the three and nine months ended September 30, 2008 were $0.1
million and $0.3 million, respectively, and for the three and nine months ended
September 30, 2007 were $0.2 million and $0.5 million, respectively. Such
amounts are included in interest expense within the Condensed Consolidated
Statements of Operations.
GE Capital Line of Credit
The Company repaid all indebtedness under its GE Capital Facility on March 17,
2008 in conjunction with the New Mezzanine Facility discussed below.
Safeguard Mezzanine Financing
On March 7, 2007, the Company entered into a senior subordinated
revolving credit facility with Safeguard (the Initial Mezzanine Facility).
The Initial Mezzanine Facility originally provided the Company with up to
$12.0 million in working capital funding, but was reduced by
$6.0 million as a result of the ACIS Sale discussed in Note 3. The Initial
Mezzanine Facilitys annual interest rate was 12.0%. In connection with the
Initial Mezzanine Facility, the Company issued Safeguard common stock warrants
to satisfy Safeguards commitment fees and
maintenance and usage fees. The
fair value of these common stock warrants were determined using the
Black-Scholes option pricing model, and were initially expensed over the term
of the Initial Mezzanine Facility and were subsequently extended to coincide
with the term of the New Mezzanine Facility discussed below.
On March 14, 2008, the Company entered into an amended and
restated senior subordinated revolving credit facility with Safeguard (the New
Mezzanine Facility) to refinance, renew, and expand the Initial Mezzanine
Facility. The New Mezzanine Facility, which has a stated maturity date of April 15,
2009, provides the Company with up to $21.0 million in working capital
funding. Borrowings under the New Mezzanine Facility bore interest at an annual
rate of 12.0% through June 30, 2008 and 13.0% thereafter. Proceeds from the New Mezzanine Facility were
used to refinance indebtedness under the Initial Mezzanine Facility, for
working capital purposes, and to repay in full and terminate the Companys GE
Capital Facility, including certain related equipment lease obligations. As of September 30,
2008, the Company had outstanding indebtedness of approximately $10.4 million
under the New Mezzanine Facility.
The Company agreed to certain restrictive covenants in connection with
New Mezzanine Facility which included: (i) the requirement to obtain
approval from Safeguard for new financing agreements or other significant
transactions and (ii) the requirement for the Company to comply with the
covenants contained within other credit agreements, including the Comerica
Facility and the Gemino Facility. The terms of the New Mezzanine Facility also
required the Company to repay $4.9 million of indebtedness under the New
Mezzanine Facility with proceeds borrowed under the Gemino Facility, discussed
below.
In connection with the New Mezzanine Facility, the Company issued
Safeguard 1.6 million common stock warrants upon its signing. The Company was also required to issue
Safeguard an additional 2.2 million common stock warrants, in four equal
tranches of 550 thousand if the balance of the New Mezzanine Facility had not
been reduced to $6.0 million on or prior to May 1, 2008, July 1,
2008, September 1, 2008 and November 1, 2008, respectively. As a result, during the nine months ended
September 30, 2008, 550 thousand common stock warrants each were issued on
June 10, 2008, July 2, 2008 and September 2, 2008, respectively.
13
Table of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
The fair value of the issued 1.6 million common stock warrants and the
2.2 million contingent common stock warrants was determined on March 14,
2008, the date of the New Mezzanine Facility commitment. The fair value of all such issued and
contingent common stock warrants have been treated for accounting purposes as a
debt discount of the New Mezzanine Facility and additional paid-in-capital,
based upon the Companys consideration of the provisions of EITF 00-19, Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock. As such, the Company began accreting the debt discount in
the first quarter of 2008 (as adjusted for the change in fair value of any
contingent warrants at each quarter-end) over the term of the New Mezzanine
Facility through recording interest expense to related parties on a
straight-line basis in the accompanying Condensed Consolidated Statements of
Operations.
The fair value of the common stock warrants (including contingent
warrants) issued to Safeguard in connection with the Initial Mezzanine Facility
and New Mezzanine Facility were determined using the Black-Scholes option
pricing model with the following inputs: zero dividends, a risk-free interest
rate ranging from 3.4% - 4.5% (equal to the U.S. Treasury yield curve for the
warrants term on the date of issuance), and expected stock volatility of 66% -
85% (measured using weekly price observations for a period equal to the warrants term). The below tables summarize the common stock
warrant activity associated with the Initial Mezzanine Facility and New
Mezzanine Facility (in thousands):
Initial Mezzanine Warrants
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense Recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
Number of
warrants
|
|
Exercise
Price
|
|
Warrant
Term
|
|
Warrant
Issuance
Date
|
|
Warrant
Expiration
Date
|
|
Fair Value
|
|
Sept.
30,
2008
|
|
Sept.
30,
2007
|
|
Sept.
30,
2008
|
|
Sept.
30,
2007
|
|
125,000
|
|
$
|
0.01
|
|
4 years
|
|
March 7, 2007
|
|
March 7, 2011
|
|
$
|
204
|
|
$
|
20
|
|
$
|
28
|
|
$
|
68
|
|
$
|
65
|
|
62,500
|
|
1.39
|
|
4 years
|
|
March 7, 2007
|
|
March 7, 2011
|
|
69
|
|
7
|
|
9
|
|
23
|
|
22
|
|
31,250
|
|
0.01
|
|
4 years
|
|
November 14, 2007
|
|
November 14, 2011
|
|
62
|
|
10
|
|
|
|
33
|
|
|
|
31,250
|
|
0.01
|
|
4 years
|
|
December 17, 2007
|
|
December 17, 2011
|
|
61
|
|
11
|
|
|
|
37
|
|
|
|
31,250
|
|
0.01
|
|
4 years
|
|
March 5, 2008
|
|
March 5, 2012
|
|
62
|
|
14
|
|
|
|
32
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
458
|
|
$
|
62
|
|
$
|
37
|
|
$
|
193
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Mezzanine Warrants
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense Recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
Number of
warrants
|
|
Exercise
Price
|
|
Warrant
Term
|
|
Warrant
Issuance Date
|
|
Warrant
Expiration
Date
|
|
Fair Value
|
|
Sept.
30,
2008
|
|
Sept.
30,
2007
|
|
Sept.
30,
2008
|
|
Sept.
30,
2007
|
|
1,643,750
|
|
$
|
0.01
|
|
5 years
|
|
March 14, 2008
|
|
March 14, 2013
|
|
$
|
2,666
|
|
$
|
616
|
|
$
|
|
|
$
|
1,346
|
|
$
|
|
|
550,000
|
|
0.01
|
|
5 years
|
|
June 10, 2008
|
|
June 11, 2013
|
|
1,140
|
|
263
|
|
|
|
576
|
|
|
|
550,000
|
|
0.01
|
|
5 years
|
|
July 2, 2008
|
|
July 2, 2013
|
|
1,095
|
|
253
|
|
|
|
553
|
|
|
|
550,000
|
|
0.01
|
|
5 years
|
|
September 2, 2008
|
|
September 2, 2013
|
|
1,167
|
|
289
|
|
|
|
589
|
|
|
|
550,000*
|
|
0.01
|
|
5 years
|
|
November 6, 2008
|
*
|
November 6, 2013
|
*
|
962
|
|
187
|
|
|
|
487
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
7,030
|
|
$
|
1,608
|
|
$
|
|
|
$
|
3,551
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* The Company issued these
warrants on November 6, 2008 since the New Mezzanine Facility was not reduced
to $6.0 million on or prior to November 1, 2008.
Gemino Facility
On
July 31, 2008, the Company entered into a secured credit agreement (the Gemino
Facility) with Gemino Healthcare Finance, LLC (Gemino). The Gemino Facility is a revolving facility
under which the Company may borrow up to $8.0 million, secured by the Companys
accounts receivable and related assets.
Outstanding borrowings under the Gemino Facility were
$5.4 million at September 30, 2008.
The Comerica Facility and the New Mezzanine Facility are subordinated to
the Gemino Facility.
The amount which the Company is entitled to
borrow under the Gemino Facility at a
14
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
particular time is based on
the amount of the Companys qualified accounts receivable and certain liquidity
factors ($-0- availability as of September 30, 2008). Borrowings under the Gemino Facility bear
interest at a rate per annum equal to 30-day LIBOR (subject to a minimum annual
rate of 2.50% at all times) plus an applicable margin of 5.25%. If the Company meets certain financial
benchmarks as of December 31, 2008, the applicable margin will be reduced
to 4.75% beginning January 1, 2009, subject to meeting the same financial
benchmarks each quarter. If the Company
does not meet the quarterly financial benchmarks, the applicable margin will be
reduced to 5.0%, subject to its compliance with certain financial covenants
discussed below.
The
Company is required to pay a commitment fee of 0.75% per annum on the daily
average of unused credit availability and a collateral monitoring fee of 0.40%
per annum on the daily average of outstanding borrowings. The Gemino Facilitys current maturity date
is January 31, 2009 and is subject to a maximum prepayment penalty of $0.2
million. The Gemino Facility maturity
date may be extended for two additional 12 month periods upon the satisfaction
of certain conditions
, including: (i) the absence of any continuing
event of default, (ii) the extension or refinancing of the Comerica
Facility and the New Mezzanine Facility, and (iii) the amendment of the
Companys financial covenants for the extension period.
The Gemino Facility contains a financial covenant which requires the
Company to maintain minimum adjusted EBITDA (defined as net income plus
amounts deducted in the calculation of net income for (a) interest expense,
(b) charges against income for foreign, federal, state and local taxes, (c) depreciation
and amortization, and (d) stock based compensation)
of $2.0 million
for the nine month period ended September 30, 2008 and of $2.9 million for
the 12 month period ended December 31, 2008 (the Gemino Minimum
Adjusted EBITDA Covenant). Additional
financial covenants in the Gemino Facility require the Company to not exceed a
maximum ratio of average borrowings under the Gemino Facility over average
monthly cash collections, and to maintain a minimum level of liquidity, as
defined in the agreement.
Interest expense on the outstanding balance under the Gemino Facility
for the three and nine months ended September 30, 2008 was $76 thousand,
respectively. Such amount was included in interest expense within the Condensed
Consolidated Statements of Operations.
(10) Equipment Financing
In June 2004, the Company entered into a master lease agreement
with GE Capital for capital equipment financing of diagnostic services (laboratory)
related equipment. On March 17, 2008, the Company paid off and terminated
all amounts financed under the master lease agreement with proceeds from
borrowings under the New Mezzanine Facility. The payoff amount was
$2.9 million, which included residual balances, taxes, and miscellaneous
closing fees. The $2.2 million difference between the payoff amount of $2.9
million and the equipment book value of $0.7 million was recorded as an
addition to the underlying fixed assets and depreciated over the remaining
useful life. The Company has a number of outstanding equipment leases with
other providers as of September 30, 2008.
The Companys capital lease obligations as of September 30, 2008
are as follows (in thousands):
Remainder of 2008
|
|
$
|
71
|
|
2009
|
|
285
|
|
2010
|
|
265
|
|
2011
|
|
34
|
|
Subtotal
|
|
655
|
|
Less: interest
|
|
(87
|
)
|
Total
|
|
568
|
|
Less: current portion
|
|
(228
|
)
|
Capital lease obligations, long-term
portion
|
|
$
|
340
|
|
15
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(11) Commitments and Contingencies
Operating Lease Commitment
The Company utilizes various operating leases for office space and
equipment. The Company entered into a lease agreement dated as of July 20,
2005 for a mixed-use building with approximately 78 thousand square feet in
Aliso Viejo, California. The lease commenced on December 1, 2005 with an
initial term of 10 years and an option to extend the lease term for up to
two additional five-year periods. The initial annual base rent was
approximately $0.5 million. The annual base rent was increased to
approximately $1.0 million on June 1, 2006 and as the Company
occupies additional square footage in the same facility, will increase to
approximately $1.4 million by December 1, 2008. The base rent
increases 3.0% annually effective December 1st of each year, beginning in
2006. The Company is also responsible for common area maintenance expenses.
The landlord of the Companys Aliso Viejo, California facility has
agreed to reimburse the Company up to $3.5 million for the costs
associated with various facility improvements.
As of September 30, 2008, the landlord has reimbursed the Company
$3.3 million of such costs, and $0.2 million is expected to be reimbursed in December 2008. Leasehold improvements are capitalized and
amortized over the shorter of their estimated useful lives or the remaining
lease term, including expected extensions.
All reimbursed leasehold improvements are recorded to deferred rent and
recovered ratably through a reduction of rent expense over the term of the
lease.
At September 30, 2008, future minimum lease payments for all operating
leases were as follows (in thousands):
Remainder of 2008
|
|
$
|
325
|
|
2009
|
|
1,524
|
|
2010
|
|
1,557
|
|
2011
|
|
1,586
|
|
2012
|
|
1,619
|
|
Thereafter
|
|
4,776
|
|
|
|
$
|
11,387
|
|
In May 2008, one of the Companys sublease tenants informed the
Company that it was filing for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code. As such, during the quarter ended June 30, 2008
the Company recognized a charge of $0.2 million to write-off the remaining
deferred rent asset associated with this lease. The following table represents
expected future minimum sublease receipts to the Company as of September 30,
2008 from the Companys remaining sublease tenant (in thousands):
Remainder of 2008
|
|
$
|
(76
|
)
|
2009
|
|
(322
|
)
|
2010
|
|
(54
|
)
|
2011
|
|
|
|
2012
|
|
|
|
Thereafter
|
|
|
|
|
|
$
|
(452
|
)
|
16
Table
of Contents
CLARIENT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Legal
Proceedings
The Company, from time to time, is involved in legal actions arising
from the ordinary course of business. In
the opinion of management, the ultimate disposition of any threatened or
pending legal actions, individually or in the aggregate, would not have a
material adverse effect on the Companys business, financial condition or
results of operations.
(12) Income Taxes
The Companys tax expense for the three and nine months ended September 30,
2008 was $-0- and $6 thousand respectively, compared to $-0- and $23 thousand
for the three and nine months ended September 30, 2007, respectively. The
Company has recorded a full valuation allowance to reduce its net deferred tax
asset to an amount that is more likely than not to be realized in future years.
Accordingly, the net operating loss benefit that would have been recognized in
2008 was offset by a valuation allowance.
On January 1, 2007, the Company adopted FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
(FIN 48). During the quarter ended September 30, 2008, the Company
had no material changes in uncertain tax positions.
The Company files income tax returns in the U.S. federal jurisdiction
and in various states and foreign jurisdictions. Tax years 2004 and forward
remain open for examination for federal income tax purposes and tax years 2003
and forward remain open for examination for purposes by the Companys more
significant state income tax jurisdictions. To the extent utilized in future
years, the net operating loss and capital loss carryforwards at September 30,
2008 and December 31, 2007 will remain subject to examination until the
respective tax year of utilization is closed.
(13)
Significant Risks and Uncertainties
Credit risk
with respect to accounts receivable is generally diversified due to the large
number of clients that comprise the Companys customer base. The Company has
significant receivable balances with government payors and various insurance
carriers, and to a lesser extent, with individual payors and certain
institutions. Generally, the Company does not require collateral or other
security to support customer receivables, however, the Company continually
monitors and evaluates its client acceptance and collection procedures to minimize
potential credit risks associated with its accounts receivable.
The laboratory
services industry faces challenging billing and collection procedures. The cash realization cycle for certain
governmental and managed care payors can be lengthy and may involve denial,
appeal, and an adjudication process.
On June 1,
2008, the Company went live on an in-house billing and collection system. During June 2008 and the three months ended
September 30, 2008, the Companys third party billing provider continued to
process collections of the Companys outstanding accounts receivable dated
prior to June 1, 2008. Effective October
31, 2008, the Companys agreement with its third-party billing provider was
terminated. The Company will process
collections for outstanding pre-June 1, 2008 accounts receivable beginning in
the fourth quarter of 2008. The Company
has limited experience in billing and collecting for its services, and as a
result, it may encounter certain difficulties through internally performing
such functions. At September 30, 2008,
the Company recorded an additional amount to its allowance for doubtful
accounts of $2.0 million due to a significant decrease in cash collections for
its outstanding accounts receivable dated prior to June 1, 2008.
As of
September 30, 2008, the Company maintained a $7.0 million allowance for
doubtful accounts in order to carry accounts receivable at the estimated net
realizable value of $16.9 million, as presented within the accompanying
Condensed Consolidated Balance Sheets.
The allowance for doubtful accounts is an estimate that involves
considerable management judgment. The
Companys actual collection of its September 30, 2008 accounts receivable may
materially differ from managements estimate for reasons not limited to:
customer mix, concentration of customers within the healthcare industry,
limited experience with internal billing and collection activities, and the
recent downturn in the general economy.
17
Table
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Item 2.
Managements Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking
statements that are based on current expectations, estimates, forecasts and
projections about us, the industries in which we operate and other matters, as
well as managements beliefs and assumptions and other statements regarding
matters that are not historical facts. These statements include, in particular,
statements about our plans, strategies and prospects. For example, when we use
words such as projects, expects, anticipates, intends, plans, believes,
seeks, estimates, should, would, could, will, opportunity, potential
or may, variations of such words or other words that convey uncertainty of
future events or outcomes, we are making forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
Our forward-looking statements are subject to risks and uncertainties.
Factors that might cause actual results to differ materially, include, but are
not limited to: our ability to maintain compliance with financial and other
covenants under our credit arrangements, limitations on our ability to borrow
funds under our credit arrangements, our ability to obtain annual renewals of
our credit facilities, the potential reaction of third parties to our going
concern audit opinion within our 2007 Annual Report on Form 10-K and the
impact it may have on our operations, whether the conditions to receiving
payment of all or any portion of the $1.5 million of contingent
consideration from the sale of our Technology Business to Carl Zeiss
MicroImaging, Inc. are satisfied, unanticipated expenses or liabilities or
other adverse events affecting cash flow, our ability to successfully develop
and market novel markers, including the recently announced Clarient Insight Dx
Breast Cancer Profile, uncertainty of success in developing any new software
applications, failure to obtain Food and Drug Administration clearance or
approval for particular applications, our ability to compete with other
technologies and with emerging competitors in cell imaging, and dependence on
third parties for collaboration in developing new tests, and those factors set
forth under the captions Managements Discussion and Analysis of Financial
Condition and Results of Operations and Risk Factors in this Quarterly
Report on Form 10-Q and the financial statements and the notes thereto and
disclosures made under the captions Management Discussion and Analysis of
Financial Condition and Results of Operations, Risk Factors and Financial
Statements and Supplementary Data included in our Annual Report on Form 10-K
for the year ended December 31, 2007.
Many of these factors are beyond our ability to predict or control. In
addition, as a result of these and other factors, our past financial
performance should not be relied upon as an indication of future performance.
All forward-looking statements attributable to us, or to persons acting on our
behalf, are expressly qualified in their entirety by this cautionary statement.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. In light of these risks and uncertainties, the
forward-looking events and circumstances discussed in this report might not
occur.
Overview and Outlook
Clarient, Inc., a Delaware corporation (Clarient, the Company,
we, us or our), was founded and organized in 1993 and is headquartered in
Aliso Viejo, California. We are an advanced oncology diagnostics services
company. Our vision is to improve the lives of those affected by cancer by
bringing clarity to a complex disease. Our mission is to be the leader in
cancer diagnostics by dedicating ourselves to collaborative relationships with
the health care community as we translate cancer discovery and information into
better patient care.
With the completion of the human genome project in the late 1990s,
medical science has entered a new era of diagnostics that will move us closer
than ever before to understanding the molecular causes for complex diseases,
particularly cancer. As a result, the landscape of cancer management is
undergoing significant change. There is now an escalating need for advanced
oncology testing to provide physicians with necessary information on the
cellular profile of a specific tumor, enabling them to select the most
appropriate therapies. Significant business opportunities exist for companies,
like Clarient, that execute strategies to extract value from this new
environment. For this reason, we began performing under a new business plan in
the third quarter of 2004 by launching a new business initiativebuilding a
laboratory facility providing comprehensive services focused on cancer testing
for both the clinical and research marketsto capitalize on the growth that is
anticipated over the next five to ten years in the cancer diagnostics market.
In 2005, we changed our corporate name and completed the first stage of
the transformation of our business from ChromaVision Medical Systems, Inc.
(positioned as a medical device provider with a single application) to Clarient
(positioned as a technology and services company offering a full menu of
advanced tests to assess and characterize cancer). We gathered an experienced
group of professionals from the anatomic pathology laboratory and the in-vitro
diagnostics
18
Table
of Contents
businesses to
carefully guide this transition. We have achieved rapid growth by
commercializing a set of services to provide the community pathologist with the
latest in cancer diagnostic technology, anchored by our own proprietary image
analysis technology and augmented by other key technologies. In June 2005,
we kicked off the second stage of our business strategy when we signed a
distribution and development agreement with Dako A/S, a Danish company
recognized as a worldwide leader in pathology diagnostics systems. This enabled
us to strengthen our legacy position as the leader in cellular digital image
analysis with the ACIS
®
Automated Image Analysis System (ACIS) and
accelerate our market penetration worldwide.
In 2006, we focused on the execution of our plan to capitalize on the
growth of the cancer diagnostics market. We expanded on our base of
immunohistochemistry (IHC) with the addition of flow cytometry and fluorescent
in situ hybridization (FISH) molecular testing. These additions positioned
Clarient to move beyond solid tumor testing into the important area of
leukemia/lymphoma assessment. We also completed a consolidation of our business
by moving into a state-of-the-art facility without disruption to our customers.
In March 2007, we entered the third stage of our business strategy
by selling our instrument systems business, consisting of certain tangible
assets, inventory, intellectual property (including our patent portfolio and
the ACIS and ChromaVision trademarks), contracts and other assets used in the
operations of our former instrument systems business (the Technology Business)
to Carl Zeiss MicroImaging, Inc. (Zeiss), an international leader in the
optical and opto-electronics industries (the ACIS Sale). The ACIS Sale
provided us with additional financial resources to focus our efforts on the
most profitable and fastest growing opportunities within our services business.
We believe our strength as a leading cancer diagnostics laboratory, our strong
commercial reach with cancer-focused pathologists, our unique PATHSiTE suite
of services, our deep domain expertise, and access to robust intellectual
property can propel our continued growth through the development of additional
tests, unique analytical capabilities, and other service offerings.
Our focus is on identifying high-quality opportunities to increase our
profitability and differentiate Clarients service offerings in this highly
competitive market. An important aspect of our strategy is to create near- and
long-term, high margin revenue generating opportunities by connecting our
medical expertise and our intellectual property with our strong commercial team
to commercialize novel diagnostic tests (sometimes also referred to as novel
markers or biomarkers), such as the Clarient Insight Dx Breast Cancer
Profile which was announced in January 2008. Novel diagnostic tests can be
used to detect characteristics of an individuals tumor or disease that, once
identified and qualified, allow for more accurate prognosis, diagnosis and
treatment. In addition, we are working to identify specific partners and
technologies where we can assist in the commercialization of third-party novel
diagnostic tests. We believe that broader discovery and use of novel diagnostic
tests will clarify and simplify decisions for healthcare providers and the
biopharmaceutical industry. The growing demand for personalized medicine has
generated a need for these novel diagnostic tests, creating a new market
expected to reach $1 billion in three to five years based on our internal
estimates.
In 2008, we are focusing on four primary areas:
·
Financial discipline to bring us
closer to profitability;
·
Leverage our commercial capability to
launch new tests and maintain our revenue growth trajectory;
·
Expand commercial reach to new
customers, as well as capitalize on our expanded menu of additional testing for
existing customers; and
·
Strategic discipline to invest in
high-value expansion opportunities to increase shareholder value.
Safeguard Scientifics, Inc. and certain of its subsidiaries own a
majority of our outstanding capital stock. We refer to Safeguard Scientifics,
Inc and/or its subsidiaries and affiliates, collectively, herein as Safeguard.
Key indicators of our financial condition and
operating performance
Our business is complex, and management is faced with several key
challenges to reach profitability. We made the decision to provide in-house
laboratory services in 2004 to give us an opportunity to capture a significant
service- related revenue stream from the much broader and expanding cancer
diagnostic testing marketplace. We have been experiencing revenue growth since
the inception of this business line indicating successful execution of our
sales plan and solid market acceptance of our service offerings. Management
must manage the growth of this business, particularly the effects such growth
has on our billings, collections and business processes. We have yet to reach
optimal financial metrics related to cash flow and operating margins due to our
limited history in providing lab services.
19
Table
of Contents
Selling, general and administrative expenses, including diagnostic services
administration, for the nine months ended September 30, 2008 were 64.4% of
total revenue, compared to 74.7% in the comparable period of 2007. We expect an
improving trend to continue as our revenue increases, offsetting our
expenditures for: 1) selling expenses related to the ramp-up of our sales
force responsible for our diagnostics services; 2) administration expenses
related to diagnostic services, particularly the costs of pathology services
and billing; 3) bad debt expenses primarily for uncollectible patient
accounts; and 4) expenses in connection with key business development
initiatives focused on targeted cancer therapies in various stages of clinical
study.
Characteristics of our revenue and expenses
Revenue and Billing.
Revenue is derived primarily from billing
insurers, pathologists and patients for the diagnostic services that we
provide.
Third-party billing.
The majority of our revenue is currently
generated from patients who utilize insurance coverage from Medicare or
third-party insurance companies. In these situations, we bill an insurer that
pays a portion of the amount billed based on several factors including the type
of coverage (for example, HMO or PPO), whether the charges are considered to be
in-network or out-of-network, and the amount of any co-pays or deductibles
that the patient may have at that time. The rates that are billed are typically
a percentage of those amounts allowed by Medicare for the service provided as
defined by Common Procedural Terminology (CPT) codes. The amounts that are
paid to us are a function of the payors practice for paying claims of these
types and whether we have specific agreements in place with the payors. We also
have a Medicare provider number that allows us to bill and collect from Medicare.
Laboratory services provided for patients with the assistance of
automated image analysis technology are eligible for third -party reimbursement
under well-established medical billing codes. These billing codes are known as
Healthcare Common Procedure Coding Systems (HCPCS) codes and incorporate CPT
codes. The billing codes are the means by which Medicare and private insurers
identify certain medical services that are provided to patients in the United
States. CPT codes are established by the American Medical Association (AMA).
The Medicare reimbursement amounts are based on relative values, associated
with the CPT codes, and are established by the Centers for Medicare &
Medicaid Services (CMS) using a relative value system, with recommendations
from the AMAs Relative Value Update Committee and professional societies
representing the various medical specialties.
The following is a summary of Medicare reimbursement rates for certain
CPT codes used in our laboratory services:
CPT Code
|
|
2008
(1/1/08 - 12/31/08)
|
|
2007
(1/1/07 - 12/31/07)
|
|
Change
|
|
88185
|
|
$
|
52
|
|
$
|
41
|
|
27
|
%
|
88342
|
|
113
|
|
107
|
|
6
|
%
|
88361
|
|
186
|
|
186
|
|
|
|
88368
|
|
229
|
|
193
|
|
19
|
%
|
88367
|
|
269
|
|
252
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
The above CPT codes represent a significant portion of the Companys
lab volume.
In July 2008, the Medicare rate increase that initially took
effect as of January 1, 2008 was extended 18 months to December 31,
2009.
Client (pathologist)
billing.
In
some situations, we establish direct billing arrangements with our clients
where we bill them for an agreed amount per test for the services provided and
the client will then handle all billing directly with the private payors. The
amounts that may be charged to our clients is determined in accordance with
applicable state and federal laws and regulations.
Patient billing.
These billings can result from co-payment
obligations, patient deductibles, circumstances where certain tests are not
covered by insurance companies, and patients without any health insurance.
Cost of Revenue and Gross Profit.
Cost of revenue includes laboratory
personnel, depreciation of laboratory equipment, laboratory supplies and other
direct costs such as shipping. Most of our cost of revenue structure is
variable, except for staffing and related expenses, which are semi-variable,
and depreciation, which is fixed.
20
Table of Contents
Selling, General and Administrative Expenses.
Selling, general and administrative expenses
primarily consist of the salaries, benefits and costs attributable to the
support of our operations, such as: information systems, executive management,
financial accounting, purchasing, administrative and human resources personnel,
as well as office space and recruiting, legal, auditing and other professional
services. Our current sales resources are targeting community pathology
practices and hospitals. The sales process for this business group is designed
to understand the customers needs and develop appropriate solutions from our
range of laboratory service options. In addition, we incur administration costs
of senior medical staff, senior operations personnel, billing and collection
costs, consultants and legal resources to facilitate implementation and support
of our operations.
Bad debt
expense is included in selling, general and administrative expenses. Collection
costs are incurred from a combination of in-house billing services and a
third-party billing and collection company, whose costs are generally incurred
as a percentage of amounts collected.
Our third-party billing service was responsible for the collection and
service of all outstanding accounts receivable that existed as of May 31,
2008. As of June 1, 2008, all
billing and collection activities were internally performed on transactions
occurring after May 31, 2008. Effective
October 31, 2008, our agreement with our third-party billing provides was
terminated and we will process collections for outstanding pre-June 1, 2008
accounts receivable. Over time we expect
to realize net cost savings in our billing and collection process through our
estimated reduction of bad debt expense and the elimination of third party
service fees as compared to our estimated costs of internally performing such
functions.
Critical Accounting Policies and Estimates
The preparation of Condensed Consolidated Financial Statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the amounts reported in the Condensed Consolidated Financial Statements
contained herein and accompanying notes to our Condensed Consolidated Financial
Statements. The most significant estimates relate to revenue recognition,
allowance for doubtful accounts, stock-based compensation expense, and
long-lived assets. Actual results could differ from those estimates.
Management believes that the following
policies are the most critical to aid in fully understanding and evaluating Condensed Consolidated Financial Statements
included in this Quarterly Report:
Revenue Recognition
Revenue for
our diagnostic services is recognized at the time of completion of
services. Our diagnostic
services are billed to various payors, including Medicare, commercial insurance
companies and other directly billed healthcare institutions such as hospitals,
and individuals. We report revenue from contracted payors, including certain
insurance companies and healthcare institutions, based on the contracted rate,
or in the case of Medicare, the published fee schedules, net of contractual
allowances. We report revenue from non-contracted payors, including certain
insurance companies and individuals, based on the amount expected to be
collected for services provided.
Allowance for Doubtful Accounts
An allowance for doubtful
accounts is recorded for estimated uncollectible amounts due from our clients.
The process for estimating the collection of receivables associated with our
diagnostic services involves significant assumptions and judgments.
Specifically, the allowance for doubtful accounts is adjusted periodically,
based upon an evaluation of historical collection experience and other relevant
factors. The realization cycle for certain governmental and managed care payors
can be lengthy; involving denial, appeal and adjudication processes, and is
subject to periodic adjustments that may be significant. The provision for
doubtful accounts is charged to selling, general and administrative expense.
Accounts receivable are written off as uncollectible and deducted from the
allowance after appropriate collection efforts have been exhausted.
We recorded a
provision for doubtful accounts based on historical loss experience at a rate
of approximately 8% and 7% of revenue for the three and nine months ended
September 30, 2008, respectively. In
addition to this provision, during the quarter ended September 30, 2008, we
recorded an additional provision of $2.0 million due to a significant decrease
in cash collections for a certain portion of our accounts receivable. Such portion of accounts receivable relates
to billings prior to the Companys conversion to its in-house billing and
collection system. During the three and
nine months ended September 30, 2008, the Company recorded $4.1 million and
$7.7 million, respectively, of provision for doubtful accounts, as compared to
$0.8 million and $1.7 million for the comparable periods in 2007.
21
Table of Contents
Stock-Based
Compensation
We record
compensation expense related to stock-based awards, including stock options and
restricted stock, based on the fair value of the award using the Black-Scholes
option-pricing model. Stock-based compensation expense recognized during the
period is based on the value of the portion of the stock-based awards that are
ultimately expected to vest and thus the gross expense is reduced for estimated
forfeiture. We recognize stock-based compensation expense over the vesting
period using the straight-line method for employees and ratably for non-employees.
We classify compensation expense related to these awards in the Condensed
Consolidated Statements of Operations based on the department to which the
recipient reports.
Long-Lived Assets
We
evaluate the possible impairment of our long-lived assets when events or
changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. Evaluation of possible impairment is based
on our ability to recover the asset from the expected future pretax cash flows
(undiscounted and without interest charges) of the related operations. If the
expected undiscounted pretax cash flows are less than the carrying amount of
such asset, an impairment loss is recognized for the difference between the
estimated fair value and carrying amount of the asset.
22
Table
of Contents
Three Months ended September 30, 2008
versus the Three Months ended September 30, 2007
The following table presents our results of continuing operations and
the percentage of the periods revenue (in thousands):
|
|
2008
|
|
2007
|
|
Revenue
|
|
$
|
18,997
|
|
100
|
%
|
$
|
11,936
|
|
100
|
%
|
Cost of revenue
|
|
7,159
|
|
38
|
%
|
5,739
|
|
48
|
%
|
Gross profit
|
|
11,838
|
|
62
|
%
|
6,197
|
|
52
|
%
|
Selling, general and administrative
expenses
|
|
11,653
|
|
61
|
%
|
8,741
|
|
73
|
%
|
Income (loss) from operations
|
|
185
|
|
1
|
%
|
(2,544
|
)
|
(21
|
)%
|
Interest, net
|
|
2,399
|
|
13
|
%
|
492
|
|
4
|
%
|
Income taxes
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
(2,214
|
)
|
(12
|
)%
|
(3,036
|
)
|
(25
|
)%
|
Revenue
Revenue of $19.0 million for the three months
ended September 30, 2008 increased 59.2% or $7.1 million from
$11.9 million for the prior year period.
Our increased revenue resulted from expanding the cancer diagnostic
services that are provided to our existing customers, while also actively
adding new customers. We provided services to 73 new customers during the three
months ended September 30, 2008, as compared to providing services to 53
new customers during the three months ended September 30, 2007.
During the first quarter of 2008 we expanded the
breadth of our diagnostic services to include cancer markers for tumors of the
colon, prostate and lung. We expect to
steadily increase our menu of diagnostic services to include markers for
additional tumor types and to deepen our market penetration for the diagnostic
services that we currently provide. A number of recently published
clinical findings have promoted the use of certain biomarkers to predict
patient response to a class of colorectal cancer drugs that are focused on
blocking the epidermal growth factor receptor (EGFR) signaling pathway.
Our ability to performing tests such as K-ras (a newly emerging biomarker) to
outline alterations in this major pathway are therefore becoming a more
recognized tool in the medical community for predicting an individuals
response to drug therapies for colorectal cancers. We have also steadily increased the depth of
our diagnostic services for certain cancer types that we have previously
provided, including lymphoma/leukemia.
Our expanding capabilities in immunohistochemistry (IHC), flow
cytometry,
fluorescent in situ hybridization (
FISH) and polymerase chain reaction
(
PCR), and our marketing of such capabilities, have enabled our revenue
growth in the nine months ended September 30, 2008 as compared to the
prior year period. We anticipate that
our favorable revenue trend will continue as we further execute our operational
strategy of expanding the breadth and depth of our cancer diagnostic services,
and the means by which our services are marketed and delivered to our
customers.
Another contributor to our revenue growth has been
an overall increase in Medicare reimbursement rates which include cancer
diagnostic services, effective January 2008. In addition, many of our
third-party contract rates are based upon Medicare rates, which consequently,
also increased. In July 2008, the Medicare rate increase that initially
took effect as of January 1, 2008 was extended 18 months, through December 31,
2009.
Cost of Revenue and
Gross Margin
Cost of revenue for the
three months ended September 30, 2008 was $7.2 million compared to
$5.7 million in the prior year period, an increase of 24.7%. The $1.4
million increase was driven by an overall increase in revenue and was primarily
related to: additional laboratory personnel costs of $0.1 million, increased
laboratory reagents and supplies expense of $0.4 million, increased cost of
tests performed on our behalf by other laboratories of $0.5 million, and an
increase in shipping expense of $0.4 million.
Gross margin in the third
quarter of 2008 was 62.3% compared to 51.9% in the prior year period. The
increase in gross margin was primarily driven by an overall increase in
revenue, including a more favorable mix of cancer diagnostic services that
absorbed a greater proportion of fixed and semi-fixed costs as compared to the
prior year period. In addition, employee
productivity continues to improve and we have also realized greater economies
of scale in operations with our business growth as compared to the prior year
period. We anticipate that gross margins
will modestly improve as our testing volume increases, we more effectively
utilize our operating capacity, and we more efficiently manage our operations. If the present Medicare reimbursement rates
are decreased after December 31, 2009, gross margins could be adversely
impacted.
23
Table of Contents
Selling, General and Administrative Expenses
Selling, general and
administrative expenses in the third quarter of 2008 were $11.7 million, an
increase of approximately $2.9 million, or 33.3%, compared to $8.7 million in
the prior year period. As a percentage of revenue, these expenses decreased to
61.3% in the third quarter of 2008 compared to 73.2% in the prior year period,
primarily due to the fixed and semi-fixed cost components of selling, general
and administrative expenses which are spread over an increased revenue base in
the third quarter of 2008 compared to the prior year period. The $2.9 million increase in selling, general
and administrative expenses in the third quarter of 2008 as compared to the
prior year period was primarily due to an increase in bad debt expense of $3.3
million. During the third quarter of
2008 we experienced a significant decrease in cash collections for a certain
portion of our accounts receivable beyond our historical loss experience. We therefore recorded an additional $2.0
million to our provision for doubtful accounts for such portion in the third
quarter of 2008.
Such portion of
accounts receivable relates to billings prior to the Companys conversion to
its in-house billing and collection system.
In the third
quarter of 2008, we reversed $0.8 million of management bonus accrual that had
been accrued in the first two quarters of 2008 since management concluded that certain
annual EBITDA targets were no longer probable of being reached in 2008. We anticipate that selling expenses will
continue to grow in proportion to expected revenue growth. However, we expect
that billing expenses will be reduced as a result of bringing our billing
system in-house. We expect that bad debt
expense, as a percent of revenue, will also decline due to improvement in the
timeliness of our billings and improved information flow. In addition, we expect that other general and
administrative expenses will be reduced as a result of a targeted cost
reduction program. As a result, we expect that general and administrative
expenses will decline in proportion to expected revenue growth.
Interest Expense,
net
Interest expense, net, totaled $2.4 million and $0.5 million
for the three months ended September 30, 2008 and 2007, respectively.
Interest expense relates to borrowings under our credit arrangements with
Safeguard, our majority stockholder, and certain other lenders. The increase in interest expense is primarily
related to higher average outstanding borrowings in the current period and the recognition
of the value of common stock warrants we issued (and any contingent common
stock warrants) to Safeguard beginning in March 2008 as part of the New
Mezzanine Facility. We recognized $1.6 million of interest expense related to
the value of common stock warrants that we issued to Safeguard (and any
contingent common stock warrants) in connection with the New Mezzanine Facility
in the three months ended September 30, 2008.
Nine Months ended September 30, 2008
versus the Nine Months ended September 30, 2007
The following table presents our results of continuing operations and
the percentage of the periods revenue (in thousands):
|
|
2008
|
|
2007
|
|
Revenue
|
|
51,799
|
|
100
|
%
|
30,638
|
|
100
|
%
|
Cost of revenue
|
|
20,134
|
|
39
|
%
|
16,311
|
|
53
|
%
|
Gross profit
|
|
31,665
|
|
61
|
%
|
14,327
|
|
47
|
%
|
Selling, general and administrative
expenses
|
|
33,339
|
|
64
|
%
|
22,876
|
|
75
|
%
|
Loss from operations
|
|
(1,674
|
)
|
(3
|
)%
|
(8,549
|
)
|
(28
|
)%
|
Interest, net
|
|
5,747
|
|
11
|
%
|
1,800
|
|
6
|
%
|
Income taxes
|
|
6
|
|
0
|
%
|
23
|
|
0
|
%
|
Loss from continuing operations
|
|
(7,427
|
)
|
(14
|
)%
|
(10,372
|
)
|
(34
|
)%
|
Revenue
Revenue of $51.8 million for the nine months
ended September 30, 2008 increased 69.1% or $21.2 million from
$30.6 million for the prior year period.
Our increased revenue resulted from expanding the cancer diagnostic
services that are provided to our existing customers, while also actively
adding new customers. We provided services to 172 new customers during the nine
months ended September 30, 2008, as compared to providing services to 153
new customers during the nine months ended September 30, 2007.
Cost of Revenue and
Gross Margin
Cost of revenue for the nine
months ended September 30, 2008 was $20.1 million compared to
$16.3 million in the prior year period, an increase of 23.4%. The $3.8
million increase was driven by an overall increase in revenue, and was
primarily related to: additional laboratory personnel costs of $0.4 million,
increased laboratory reagents and supplies expense of $0.8 million, increased
cost of tests performed on our behalf by other laboratories of $1.6 million and
an increase in shipping expense of $1.0 million.
24
Table of Contents
Gross margin in the first
nine months of 2008 was 61.1% compared to 46.8% in the prior year period. The
increase in gross margin was primarily driven by an overall increase in
revenue, including a more favorable mix of cancer diagnostic services that absorbed
a greater proportion of fixed and semi-fixed costs as compared to the prior
year period. In addition, employee
productivity continues to improve and we have also realized greater economies
of scale in operations with our business growth as compared to the prior year
period.
Selling, General and Administrative Expenses
Selling, general and
administrative expenses in the third quarter of 2008 were $33.3 million, an
increase of approximately $10.5 million, or 45.7%, compared to $22.9 million in
the prior year period. As a percentage of revenue, these expenses decreased to
64.4% in the first nine months of 2008 compared to 74.7% in the prior year
period, primarily due to the fixed and semi-fixed cost components of selling,
general and administrative expenses which are spread over an increased revenue
base in the first nine months of 2008 as compared to the prior year period. The $10.5 million increase in selling, general
and administrative expenses in the first nine months of 2008 as compared to the
prior year period was primarily due to: an increase in employee severance costs
of $0.2 million, and increase in sales and administrative payroll and training
costs of $2.4 million, an increase in professional fees of $1.0 million, an
increase in bad debt expense of $6.0 million, an increase in depreciation
expense of $0.4 million, and an increase in facilities-related expenses of $0.4
million.
Interest Expense,
net
Interest expense, net, totaled $5.7 million and $1.8 million
for the nine months ended September 30, 2008 and 2007, respectively.
Interest expense relates to borrowings under our credit arrangements with
Safeguard and certain other lenders. The increase in interest expense is
primarily related to higher average outstanding borrowings in the current
period and the recognition of the value of common stock warrants issued to
Safeguard in March 2008 as part of a new credit facility it entered with
us. We recognized $3.6 million of
interest expense related to the value of common stock warrants that we issued
Safeguard in connection with the New Mezzanine Facility in the nine months
ended September 30, 2008.
Liquidity and Capital Resources
Cash and Cash Equivalents
At September 30, 2008 we had approximately $1.9 million of
cash and cash equivalents.
Working Capital Deficiency
At September 30, 2008 we had a working capital deficiency (total
current assets minus total current liabilities) of $10.1 million.
Operating Activities
Cash used in operating activities was $2.9 million for the nine months
ended September 30, 2008 which was due primarily to our net loss of $7.4
million and an increase in our accounts receivable net, of $12.6 million,
partially offset by our non-cash operating expenses of $16.9 million. The operating
cash improvement of $6.7 million between the nine months ended September 30,
2008 and 2007 is primarily the result of the elimination of $5.5 million income
from discontinued operations discussed in Note 3, a $7.2 million net increase
in operating assets, primarily due to the increase in accounts receivable
resulting from an increase in revenue for the nine months ended September 30,
2008 as compared to the prior year period, and an $11.0 million increase in our
non-cash operating expenses, particularly for bad debt expense and the amortization
of interest related to common stock warrants in the nine months ended September
30, 2008 as compared to the prior year period.
Investing Activities
Cash used in investing activities for the nine months ended September 30,
2008 of $3.5 million consisted of capital expenditures related primarily
to new laboratory equipment and information technology enhancements. The $11.0
million decrease in cash provided by investing activities between the nine
months ended September 30, 2008 and 2007 was primarily due to proceeds
from the sale of our Technology Business during the nine months ended September 30,
2007 as discussed in Note 3 and a $0.8 million increase in capital expenditures
in the nine months ended September 30, 2008 as compared to the prior year
period.
25
Table of Contents
Financing Activities
Net cash provided by financing activities for the nine months ended September 30,
2008 was $6.7 million. The $3.0
million increase in cash provided by financing activities between the nine
months ended September 30, 2008 and 2007 was primarily attributable to net
increase in borrowings of $2.7 million under our Gemino Facility and New
Mezzanine Facility and an increase in our proceeds of $0.4 million from the
exercise of stock options.
Lease Arrangements Aliso Viejo Facility
In July 2005, we signed a ten-year lease for our facility in Aliso
Viejo, California, which began on December 1, 2005. The lease provides us with two five-year
renewal options. During the first
quarter of 2007, we entered into sublease agreements with two tenants. In the
second quarter of 2008, one of our sublease tenants filed for protection under
Chapter 11 of the U.S. Bankruptcy Code and defaulted on its lease with us.
We do not believe that the assumed loss of the total undiscounted payments due
to us of approximately $1.3 million will significantly impact our liquidity
position. We presently do not plan on
securing a new sublease tenant and we plan to absorb the additional space for
our operations.
Credit Arrangements
The following table summarizes outstanding balances under our credit
arrangements (excluding capital lease obligations) and our remaining credit
availability under such arrangements as of September 30, 2008 (in
thousands):
|
|
Outstanding
September
30,
2008
|
|
Credit Availability
September 30, 2008
|
|
Earliest Stated
Maturity
Date
|
|
Comerica Facility
|
|
$
|
9,000
|
*
|
$
|
|
|
February 2009
|
|
New Mezzanine Facility, exclusive of $3,612
discount
|
|
10,385
|
|
10,615
|
|
April 2009
|
|
Gemino Facility
|
|
5,384
|
|
|
|
January 2009**
|
|
|
|
$
|
24,769
|
|
$
|
10,615
|
|
|
|
*Excludes
$3.0 million letter of credit issued to the landlord of our Aliso Viejo,
California headquarters and laboratory.
**
May be extended for two additional 12 month periods beginning January 2009,
upon the satisfaction of certain conditions.
Going Concern
Our credit facilities with Gemino, Comerica, and Safeguard contain
certain covenants which require our compliance.
In order for us to comply with the financial covenants contained within
our credit facilities, we must achieve operating results at levels that we have
not historically achieved. As of
September 30, 2008, we believe that we were in compliance with all of the
covenants contained within our credit facilities.
Failure to maintain compliance with the financial and/or certain other
covenants contained within our credit facilities would constitute an event of
default under the respective credit facility and by agreement, would result in
a cross default for the other credit facilities. If we could not receive a
waiver of default from our lenders, our borrowings under the respective credit
facilities would immediately become due and payable. There can be no assurance that we would be
able to obtain waivers from existing lenders or fully access our existing
financing sources in the event of default.
At September 30, 2008, we did not have sufficient cash availability to
repay our credit facilities coming due in early 2009. We are therefore currently in the process of
evaluating certain financing alternatives in light of the stated maturity dates
of our current credit arrangements. Due to our financial condition and the
recent turmoil in the financial and credit markets, our ability to obtain
extensions to our existing credit facilities, or to obtain new credit
facilities, may be adversely affected.
There can be no assurance that we will be able to obtain financing on
terms that are favorable to us and our stockholders. As a result, there is a
substantial doubt about our ability to continue as a going concern.
26
Table of Contents
Contractual
Obligations
The following table summarizes our contractual obligations and
commercial commitments at September 30, 2008, including our facility lease
and borrowings on equipment subject to capital leases. These commitments
exclude scheduled sublease receipts, any remaining amounts necessary to
complete our leasehold improvements, and a $3.0 million standby letter of
credit provided to the landlord under the lease agreement for our facility in
Aliso Viejo, California.
|
|
Payment due by period
|
|
|
|
Total
|
|
Less
than 1
Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
After
5 Years
|
|
|
|
(in thousands)
|
|
Revolving Lines of Credit, gross
|
|
$
|
24,769
|
|
$
|
24,769
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Capital Lease Obligations
|
|
568
|
|
228
|
|
340
|
|
|
|
|
|
Operating Leases
|
|
11,387
|
|
1,466
|
|
3,127
|
|
3,209
|
|
3,585
|
|
Total
|
|
$
|
36,724
|
|
$
|
26,463
|
|
$
|
3,467
|
|
$
|
3,209
|
|
$
|
3,585
|
|
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that provide financing,
liquidity, market or credit risk support or involve leasing, hedging or
research and development services for our business or other similar
arrangements that may expose us to liability that is not expressly reflected in
the financial statements herein, except for facilities operating leases.
As of September 30, 2008, we did not have any relationships with
unconsolidated entities or financial partnerships, often referred to as
structured finance or special purpose entities, established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As such, we are not subject to any material financing,
liquidity, market or credit risk that could arise if we had engaged in such
relationships.
Recent Accounting Pronouncements
See Note 2 to our Condensed
Consolidated Financial Statements included in this Quarterly Report.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
We have $14.4 million of variable interest rate debt outstanding
at September 30, 2008. The variable interest rates we pay on this debt may
expose us to market risk due to changes in interest rates. The Comerica
Facility bears interest at either the prevailing prime rate minus 0.5%, or the
30-day LIBOR plus 2.45%. The Gemino Facility bears interest at the 30-day LIBOR
plus 5.25%. The New Mezzanine Facility bore interest at a fixed annual rate of
12.0% through June 30, 2008 and currently bears interest at a fixed annual
rate of 13.0%. The New Mezzanine Facility is not impacted by changes in
interest rates. A 10% increase in the applicable interest rate on our variable
interest rate credit facilities would have negatively impacted our pre-tax
earnings and cash flows for the nine months ended September 30, 2008 by
approximately $0.7 million.
27
Table
of Contents
Item 4.
Controls and Procedures
Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, because of material weaknesses in internal control over
financial reporting discussed in Managements Report on Internal Control Over
Financial Reporting included in our Annual Report on Form 10-K for the
year ended December 31, 2007, our disclosure controls and procedures were
not effective to provide reasonable assurance that the information required to
be disclosed by us in reports filed under the Securities Exchange Act of 1934
is (i) recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms and (ii) accumulated
and communicated to our management, including the Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance that the
objectives of the controls system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.
We have begun efforts to design and implement improvements in our
internal controls over financial reporting to address the material weaknesses
discussed in Item 9A to our Annual Report on Form 10-K for the year
ended December 31, 2007. On
June 1, 2008, we went live on our in-house billing and collection
system. During the three months ended
September 30, 2008, our third-party billing provider continued to process
collections of our outstanding accounts receivable dated prior to June 1,
2008. Effective October 31, 2008, our
agreement with our third-party billing provider was terminated and we will
process collections for outstanding pre-June 1, 2008 accounts receivable. As of September 30, 2008, we continue to
evaluate the operating effectiveness of our internal controls over financial
reporting, which include our remediation plan and testing of the aforementioned
material weaknesses and evaluation of the new internal controls implemented
over our in-house billing and collection system.
In light of these unremediated material weaknesses and the new internal
controls over our in-house billing and collection system , we performed
additional post-closing procedures and analyses in order to prepare the
Condensed Consolidated Financial Statements contained herein. As a result of
these procedures, we believe that our Condensed Consolidated Financial
Statements contained herein present fairly, in all material respects, our
financial condition, results of operations and cash flows for the periods
presented.
Except as discussed above, there were no other changes in our internal
control over financial reporting that occurred during the quarter ended September 30,
2008 that have materially impacted, or are likely to reasonably affect, our
internal control over financial reporting.
28
Table
of Contents
PART IIOTHER
INFORMATION
Item 1A.
Risk Factors
There have been no material changes in our risk factors from the
information set forth in our Annual Report on Form 10-K for the year ended
December 31, 2007 and Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2008 and June 30, 2008, except for
the following:
We are required to maintain
compliance with financial and other restrictive covenants in our debt financing
agreements which can restrict our ability to operate our business, and if we
fail to comply with those covenants, our outstanding indebtedness may be
accelerated.
In July 2008, we entered into a new credit facility with Gemino
and into amendments of the Comerica Facility and the New Mezzanine Facility.
The Gemino Facility and Comerica Facility each contain a financial covenant
which requires us to maintain minimum adjusted EBITDA (defined as: (i) net
income
plus
(ii) amounts
deducted in the calculation of net income for (a) interest expense, (b) charges
against income for foreign, federal, state and local taxes, (c) depreciation
and amortization, and (d) stock based compensation) of $2.0 million for
the nine month period ended September 30, 2008 and of $2.9 million for the
12 month period ended December 31, 2008. In addition, the Gemino
Facility contains financial covenants requiring the Company not to exceed a
maximum ratio of average borrowings under the Gemino Facility over average
monthly cash collections and to maintain a minimum level of liquidity. In
addition, our credit facilities with Gemino, Safeguard and Comerica contain
covenants which, among other things, restrict our ability to:
·
incur additional debt;
·
pay dividends or make other
distributions or payments on capital stock;
·
make investments;
·
incur (or permit to exist) liens;
·
enter into transactions with
affiliates;
·
change business, legal name or state
of incorporation;
·
guarantee the debt of other entities,
including joint ventures;
·
merge or consolidate or otherwise
combine with another company; and
·
transfer or sell our assets.
The above covenants could adversely affect our ability to finance our
future operations or capital needs and pursue available business opportunities,
including acquisitions. A breach of any of these covenants could result in a
default in respect of the related indebtedness (and a breach of our credit
facility with Gemino, Comerica or Safeguard would constitute a cross-default
under the other facilities). During 2006 and 2007, we were unable to comply
with certain financial covenants (including the requirement that we maintain a
minimum tangible net worth and operating cash) under our credit agreements with
General Electric Capital Corporation (which we repaid in full on March 17,
2008) and Comerica. While our lenders waived those defaults, if a default
occurs in the future under any of our credit facilities, Gemino, Comerica and
Safeguard could elect to declare the indebtedness under the applicable
facility, together with accrued interest and other fees, to be immediately due
and payable and proceed against any collateral securing that indebtedness. We
entered into the Gemino Facility and the amendment to the Comerica Facility
with the expectation that we could maintain compliance with the financial
covenants set forth therein. However, in order to do so, our results of
operations in 2008 will have to significantly improve from our historical
results of operations. In addition, we have previously not been able to
maintain compliance with prior financial covenants in our credit facilities
with respect to certain periods and we may not be able to maintain compliance
with these covenants in the future. This, coupled with our history of operating
losses, negative cash flows, accumulated deficit, and stockholders deficit
raise substantial doubt about our ability to continue as a going concern.
29
Table
of Contents
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
In connection with the New Mezzanine Facility we issued Safeguard 1.6
million common stock awards upon its closing on March 14, 2008, and agreed
to issue to Safeguard an aggregate of 2.2 million common stock warrants to
purchase shares of our common stock in four equal tranches if we had not
reduced the balance of the New Mezzanine Facility to $6.0 million on or prior
to May 1, 2008, July 1, 2008, September 1, 2008, and November 1,
2008. We had not reduced the balance of the New Mezzanine Facility to $6.0
million on or prior to May 1, 2008, July 1, 2008, September 1,
2008, and November 1, 2008. As a result, we issued 550 thousand common
stock warrants to Safeguard on each of June 10, 2008, July 2, 2008, September 2,
2008, and November 6, 2008 for an aggregate issuance of 2.2 million common
stock warrants (in addition to the issuance of 1.6 million common stock
warrants on March 14, 2008). As we
previously reported, the common stock warrants have an exercise price of $0.01
per share with a term of five years and were fully vested upon issuance.
The common stock warrants described above were offered and sold in
reliance upon exemptions from registration pursuant to Section 4(2) under
the Securities Act of 1933. The New Mezzanine Facility contains representations
to support our reasonable belief that Safeguard had access to information
concerning our operations and financial condition and that Safeguard is
acquiring the common stock warrants for its own account for investment and not
with a view to, or for sale in connection with, the distribution thereof.
30
Table of Contents
Item 6. Exhibits
The following is a list of exhibits required by Item 601 of
Regulation S-K filed as part of this report.
|
|
|
|
Incorporated Filing
Reference
|
|
Exhibit
Number
|
|
Description
|
|
Form Type &
Filing Date
|
|
Original
Exhibit
Number
|
|
10.1
|
|
Credit
Agreement, dated as of July 31, 2008, by and among the Company, Clarient
Diagnostic Services, Inc., ChromaVision International, Inc. and
Gemino Healthcare Finance, LLC.
|
|
Form 8-K
8/4/2008
|
|
10.1
|
|
10.2
|
|
Third
Amendment and Waiver to Amended and Restated Loan Agreement, dated as of
July 31, 2008, by and between Comerica Bank and the Company.
|
|
Form 8-K
8/4/2008
|
|
10.2
|
|
10.3
|
|
First
Amendment and Waiver of Amended and Restated Senior Subordinated Revolving
Credit Agreement, dated July 31, 2008, by and between the Company and
Safeguard Delaware, Inc.
|
|
Form 8-K
8/4/2008
|
|
10.3
|
|
31.1
|
|
Certification
of Ronald A. Andrews pursuant to Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934.
|
|
|
|
|
|
31.2
|
|
Certification
of Raymond J, Land pursuant to Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934.
|
|
|
|
|
|
32.1
|
|
Certification
of Ronald A. Andrews pursuant to Rule 13a-14(b) or Rule 15d-14(b) of
the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2
|
|
Certification
of Raymond J. Land pursuant to Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934 and
18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Filed
herewith
31
Table
of Contents
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
CLARIENT, INC.
|
DATE:
November 6, 2008
|
BY:
|
|
/s/ RONALD
A. ANDREWS
|
|
|
|
Ronald A. Andrews
|
|
|
|
Chief Executive Officer
|
|
|
|
|
DATE:
November 6, 2008
|
BY:
|
|
/s/ RAYMOND
J. LAND
|
|
|
|
Raymond J. Land
|
|
|
Senior Vice President and Chief Financial
Officer
|
32
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