UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2015
SEQUENOM, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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000-29101 |
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77-0365889 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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3595 John Hopkins Court, San Diego, CA |
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92121 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (858) 202-9000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 |
Results of Operations and Financial Condition. |
On March 4, 2015, we issued a press release
announcing our financial results for the quarter and year ended December 31, 2014. A copy of the press release and accompanying information is attached as Exhibit 99.1 to this current report.
The information in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other
document filed with the Securities and Exchange Commission, whether filed before or after the date hereof regardless of any general incorporation language in any such filing, unless we expressly set forth in such filing that such information is to
be considered filed or incorporated by reference therein.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press Release dated March 4, 2015 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SEQUENOM, INC. |
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Dated: March 4, 2015 |
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By: |
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/s/ Jeffrey D. Linton |
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Name: |
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Jeffrey D. Linton |
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Title: |
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Senior Vice President, General Counsel |
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Sequenom Contacts: |
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Carolyn Beaver |
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Rachel Kennedy |
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Chief Financial Officer |
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Media Contact |
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Sequenom, Inc. |
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Chandler Chicco Agency |
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858-202-9028 |
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858-449-9575 |
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investorrelations@sequenom.com |
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rkennedy@chandlerchiccocompanies.com |
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SEQUENOM, INC. REPORTS FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL YEAR 2014
Record annual diagnostics revenues and profitability in 2014
SAN DIEGO, Calif. March 4, 2015 Sequenom, Inc. (NASDAQ: SQNM), a life sciences company committed to enabling healthier lives through the
development of innovative products and services, today reported total revenues of $36.8 million for the fourth quarter of 2014, an increase of 13% compared to revenues of $32.7 million for the fourth quarter of 2013. Total revenues for the year
ended December 31, 2014, were $151.6 million, compared to $119.6 million for the prior year 2013, a 27% increase.
Net loss from continuing
operations improved by 87% to $14.4 million, or $0.12 per share, for the full year 2014, as compared to $109.6 million, or $0.95 per share for 2013. The improvement in the loss from continuing operations from prior year is due to improved gross
margins, reduced operating expenses and a gain on the pooled patents agreement with Illumina. Net earnings for 2014 were $1.0 million, or $0.01 per share, compared to a net loss of $107.4 million for 2013, or $0.93 per share.
2014 was a pivotal year for Sequenom. In addition to growing the business and improving profitability, we completed multiple strategic transactions
including the divestiture of the Sequenom Bioscience business unit, the buyout of the patent rights from Isis Innovation, as well as the settlement and pooled patents agreements with Illumina, said Bill Welch, Chief Executive Officer of
Sequenom, Inc.
Separately, I am pleased to announce that Daniel Grosu, M.D. has joined Sequenom as Senior Vice President, and Chief Medical
Officer. Dr. Grosu has worked extensively with developing and commercializing innovative diagnostic technologies in oncology, reproductive medicine, and human genetics while he worked at Siemens Medical Solutions, Bayer HealthCare
Pharmaceuticals, and Johnson & Johnson. Dr. Grosu most recently worked at Illumina as Vice President, Clinical Development and Medical Affairs and was llluminas first Chief Medical Officer.
Page | 1
Fourth Quarter Results
Revenues for the fourth quarter of 2014 were $36.8 million, compared to $32.7 million for the fourth quarter of 2013. Revenues are recorded primarily on a cash
basis with accrual accounting used for several third-party payors and for client bill arrangements. International revenue including royalties, accounted for on an accrual basis, contributed 15% of diagnostic services revenues in the fourth quarter.
In total, over 44% of Sequenoms revenue in the fourth quarter of 2014 is accounted for on the accrual basis of accounting.
Total patient samples
accessioned increased by 10.7% to 50,900 patient samples during the fourth quarter of 2014, compared to the prior year fourth quarter. Approximately 43,500 of those patient samples accessioned were for the MaterniT21® PLUS laboratory-developed test (LDT), which is an increase in testing volume of 17.9% compared to the fourth quarter of 2013. For the full year 2014, Sequenom Laboratories accessioned 162,600
MaterniT21 PLUS tests and 197,500 total test samples for all its LDTs, compared to 148,500 MaterniT21 PLUS tests and more than 185,000 total tests for the full year 2013.
Total cost of revenues decreased to $17.3 million for the fourth quarter of 2014, compared to $22.3 million for the prior year period. Cost of revenues
decreased primarily due to the continued cost improvements to Sequenom Laboratories existing tests offset by the impact of higher test volumes.
Gross margin for the fourth quarter of 2014 was 53% as compared to gross margin of 32% for the fourth quarter of 2013. This improvement is attributable
primarily to the increase in collections for tests performed in the current and prior quarters, the increase in the volume of tests on accrual accounting in 2014 and improved cost efficiencies in processing patient samples.
Total operating expenses for the fourth quarter of 2014 were $22.4 million, as compared to total operating expenses of $29.5 million for the fourth quarter of
2013. The decrease is primarily due to reductions in selling and marketing expense, research and development expense and litigation related expense.
Operating income for the fourth quarter of 2014 was $20.0 million as compared to a loss of $19.2 million, for the same period in 2013. During the fourth
quarter of 2014, the Company recognized a gain of $22.8 million related to the pooled patents agreement and settlement agreement with Illumina. Net earnings for the fourth quarter of 2014 were $18.3 million or $0.14 per diluted share, as compared to
a net loss of $18.9 million, or $0.16 per share, for the same period in 2013.
Cash burn for the fourth quarter of 2014 was $7.5 million, compared to
$12.7 million in the same period of 2013. Cash receipts and payments related to the Illumina patent pool agreement and purchase of the patent from Isis Innovation are not included in cash burn.
Page | 2
Unrecorded accounts receivable for tests performed are estimated to be $31 to $34 million as of December 31,
2014. This range has declined from the prior quarter due to collections in the fourth quarter and additional amounts recorded as accounts receivable using accrual accounting.
As of December 31, 2014, total cash, cash equivalents, and marketable securities were $93.9 million. This includes the $44.0 million in cash received
from Illumina during the fourth quarter.
2014 Operational Updates and Highlights
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Sequenom and Illumina entered into settlement and pooled patents agreements. The patent pool agreement is global in nature and combines patents controlled by both companies, including over 425 patents and patent
applications for NIPT. As part of the Illumina settlement, we now share in test fees paid by licensees from around the world to the patent pool. At the date of the agreement, there were 21 licensees to the patent pool including Sequenom Laboratories
and Verinata Health. During the fourth quarter, Sequenom received $44.0 million in cash related to the agreements and received an additional $6.0 million in cash in January 2015. |
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Sequenom purchased the global rights to the 540 patent from Isis Innovation. |
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Sequenom signed agreements with Quest Diagnostics and Mayo Medical Laboratories to offer national access to Sequenom Laboratories MaterniT21 PLUS LDT. |
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Sequenom divested the Bioscience business unit for $33.0 million. |
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Sequenom Laboratories launched the Enhanced Sequencing Series II for its MaterniT21 PLUS test and began reporting additional findings for the presence of additional sub chromosomal micro deletions, including 11q
deletion (Jacobsen syndrome), 8q deletion (Langer-Giedion syndrome), and 4p deletion (Wolf-Hirschhorn syndrome). |
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Sequenom Laboratories launched the VisibiliT test internationally. |
Non-GAAP Financial Measures
GAAP refers to financial information presented in accordance with generally accepted accounting principles in the United States. To
supplement the condensed consolidated financial statements and discussion presented on a GAAP basis, this press release includes non-GAAP financial measures with respect to the quarter ended December 31, 2014. Management uses non-GAAP financial
measures because it believes that a cash flow metric incorporating cash used by operations and certain other uses of cash are important to understand the cash requirements of the business. The Company reported cash burn as a non-GAAP financial
measure. This non-GAAP financial measure is not in accordance with or an alternative to GAAP.
Management uses cash burn to evaluate performance compared
to forecasts. Cash burn is calculated as the sum of net cash used by operating activities less the impact of the royalty prepayment in connection with the patent purchase in 2014, the gain on settlement of litigation, purchases of property,
equipment and leasehold improvements, and payments on long-term obligations. The reconciliations of cash used by operating activities, the GAAP measure most directly comparable to cash burn, is provided on the attached schedule.
Page | 3
This press release contains certain unaudited financial results for the Companys fiscal year and fourth
quarter ended December 31, 2014. These unaudited results may change as a result of further review by the Companys management and its independent auditors. The completion of the audit of our financial results for 2014 could result in
changes to the unaudited financial results presented in this press release. Final fourth quarter and annual results will be provided in the companys annual report to the SEC on Form 10-K.
Conference Call Information
A conference call hosted by
Bill Welch, CEO, and other members of senior management will take place today, March 4, at 5:00 p.m. EDT (2:00 p.m. PDT) and will be webcast live on the Sequenom website. To access the live teleconference call, dial 877-883-0383 in the U.S. and
Canada, and 412-902-6506 for other international callers. Please use code 9550202. For interested parties unable to listen to the live conference call, a replay will be available through Friday, April 3, 2015. The replay will be accessible by
dialing 877-344-7529 or 412-317-0088 international toll or Canada toll free at 855-669-8658, and entering the conference number 10059389.
The conference
call webcast is also accessible through the Invest section of the Sequenom Website at www.sequenom.com/invest. An online replay will be available following the initial broadcast until Friday, April 3, 2015.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) is
committed to enabling healthier lives through the development of innovative products and services. The Company serves patients and physicians by providing early patient management information.
About Sequenom Laboratories
Sequenom Laboratories, a
CAP-accredited and CLIA-certified molecular diagnostics laboratory, has developed a broad range of laboratory tests, with a focus principally on prenatal care. Branded under the names HerediT, MaterniT21® PLUS, SensiGene® and VisibiliT, these molecular genetic laboratory-developed tests provide early patient management information for
obstetricians, geneticists, and maternal fetal medicine specialists. Sequenom Laboratories is changing the landscape in genetic diagnostics using proprietary cutting edge technologies. To learn how Sequenom is interpreting the genome to improve your
life, visit www.sequenom.com and follow @SequenomLabs.
SEQUENOM®, HerediT, MaterniT21® PLUS, RetnaGene, SensiGene® and VisibiliT, are trademarks of Sequenom, Inc. All other trademarks and service marks are the property of their respective owners.
Page | 4
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding the development of innovative products and services and the anticipation of receiving a share of test fees paid by licensees to the patent pool, . Because such
statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks are described more fully in the Companys filings with
the Securities and Exchange Commission, including without limitation the Companys most recent Quarterly Report on Form 10-Q and other documents subsequently filed with or furnished to the Securities and Exchange Commission. All
forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date
on which they were made.
###
Page | 5
SEQUENOM, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In
thousands, except per share information)
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Three Months Ended |
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Years Ended |
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December 31, |
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December 31, |
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2014 |
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2013 |
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2014 |
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2013 |
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Diagnostic services revenue, net |
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$ |
36,789 |
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$ |
32,679 |
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$ |
151,569 |
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$ |
119,556 |
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Cost of diagnostic services revenue |
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17,295 |
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22,347 |
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83,475 |
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87,302 |
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Gross margin |
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19,494 |
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10,332 |
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68,094 |
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32,254 |
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Operating expenses: |
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Selling and marketing |
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6,899 |
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8,540 |
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30,826 |
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37,588 |
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Research and development |
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5,056 |
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7,624 |
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25,005 |
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38,735 |
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General and administrative |
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10,383 |
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13,315 |
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46,910 |
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52,545 |
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Restructuring costs |
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22 |
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42 |
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1,907 |
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5,753 |
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Total operating expenses |
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22,360 |
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29,521 |
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104,648 |
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134,621 |
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Gain on pooled patents agreement |
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22,850 |
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22,850 |
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Operating income (loss) |
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19,984 |
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(19,189 |
) |
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(13,704 |
) |
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(102,367 |
) |
Interest expense, net |
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(1,968 |
) |
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(2,047 |
) |
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(8,129 |
) |
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(8,443 |
) |
Other income (expense), net |
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(34 |
) |
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(36 |
) |
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(207 |
) |
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(110 |
) |
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Earnings (loss) from continuing operations before income taxes |
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17,982 |
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(21,272 |
) |
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(22,040 |
) |
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(110,920 |
) |
Income tax (expense) benefit |
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(1,235 |
) |
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1,550 |
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7,676 |
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1,353 |
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Earnings (loss) from continuing operations |
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16,747 |
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(19,722 |
) |
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(14,364 |
) |
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(109,567 |
) |
Discontinued operations: |
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Earnings from discontinued operations, net of tax |
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1,564 |
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847 |
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15,376 |
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2,161 |
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Net earnings (loss) |
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$ |
18,311 |
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$ |
(18,875 |
) |
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$ |
1,012 |
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$ |
(107,406 |
) |
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Net earnings (loss) per common share, basic |
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Continuing operations |
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$ |
0.14 |
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$ |
(0.17 |
) |
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$ |
(0.12 |
) |
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$ |
(0.95 |
) |
Discontinued operations |
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$ |
0.01 |
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$ |
0.01 |
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$ |
0.13 |
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$ |
0.02 |
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Net earnings (loss) |
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$ |
0.16 |
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$ |
(0.16 |
) |
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$ |
0.01 |
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$ |
(0.93 |
) |
Net earnings (loss) per common share, diluted |
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Continuing operations |
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$ |
0.13 |
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$ |
(0.17 |
) |
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$ |
(0.12 |
) |
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$ |
(0.95 |
) |
Discontinued operations |
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$ |
0.01 |
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$ |
0.01 |
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$ |
0.13 |
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$ |
0.02 |
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Net earnings (loss) |
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$ |
0.14 |
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$ |
(0.16 |
) |
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$ |
0.01 |
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$ |
(0.93 |
) |
Shares used in computing earnings (loss) per share |
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Basic |
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117,377 |
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115,743 |
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116,729 |
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115,378 |
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Diluted |
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146,228 |
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115,743 |
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116,729 |
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115,378 |
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Page | 6
SEQUENOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In
thousands)
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December 31, |
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2014 |
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2013 |
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Assets |
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Current assets: |
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Cash, cash equivalents and marketable securities |
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$ |
93,897 |
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$ |
71,257 |
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Accounts receivable, net |
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9,131 |
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2,552 |
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Inventories |
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6,516 |
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11,598 |
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Other current assets and prepaid expenses |
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12,112 |
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2,653 |
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Assets of discontinued operations |
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13,474 |
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Total current assets |
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121,656 |
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|
101,534 |
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Property, equipment and leasehold improvements, net |
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15,348 |
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24,378 |
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Other assets |
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24,067 |
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16,482 |
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Non current assets of discontinued operations |
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2,308 |
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Total assets |
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$ |
161,071 |
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$ |
144,702 |
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Liabilities and stockholders (deficit) equity |
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Current liabilities: |
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Accounts payable |
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$ |
6,089 |
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$ |
9,086 |
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Accrued expenses |
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22,155 |
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25,256 |
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Long-term debt and obligations, current portion |
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4,144 |
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|
7,643 |
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Other current liabilities |
|
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2,581 |
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|
|
1,449 |
|
Deferred gain on pooled patents agreement |
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|
21,000 |
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Current liabilities of discontinued operations |
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6,207 |
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|
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|
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|
|
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Total current liabilities |
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55,969 |
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|
49,641 |
|
Long-term liabilities |
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|
136,266 |
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|
|
140,618 |
|
Long-term liabilities of discontinued operations |
|
|
|
|
|
|
946 |
|
Total stockholders deficit |
|
|
(31,164 |
) |
|
|
(46,503 |
) |
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|
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Total liabilities and stockholders deficit |
|
$ |
161,071 |
|
|
$ |
144,702 |
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Page | 7
SEQUENOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In
thousands)
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Years ended December 31, |
|
|
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2014 |
|
|
2013 |
|
Operating activities: |
|
|
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|
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|
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Net earnings (loss) |
|
$ |
1,012 |
|
|
$ |
(107,406 |
) |
Adjustments to reconcile net earnings (loss) to net cash used in operating activities: |
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|
|
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|
|
|
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Gain on pooled patents agreement related to sale of license |
|
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(21,000 |
) |
|
|
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Gain on sale of discontinued operations |
|
|
(24,291 |
) |
|
|
|
|
(Earnings) loss from discontinued operations, net of tax |
|
|
583 |
|
|
|
(2,161 |
) |
Depreciation and amortization |
|
|
12,232 |
|
|
|
14,174 |
|
Share-based compensation |
|
|
11,519 |
|
|
|
9,527 |
|
Non-cash restructuring costs |
|
|
1,907 |
|
|
|
2,358 |
|
Other non cash items |
|
|
387 |
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|
|
1,111 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(6,579 |
) |
|
|
(1,747 |
) |
Inventories |
|
|
5,082 |
|
|
|
(6,636 |
) |
Prepaid expenses and other assets |
|
|
(1,675 |
) |
|
|
(151 |
) |
Accounts payable and accrued expenses |
|
|
(5,681 |
) |
|
|
2,099 |
|
Other liabilities |
|
|
(1,582 |
) |
|
|
737 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(28,086 |
) |
|
|
(88,095 |
) |
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, equipment and leasehold improvements |
|
|
(2,236 |
) |
|
|
(12,071 |
) |
Purchases of marketable securities |
|
|
(45,128 |
) |
|
|
(52,826 |
) |
Maturities of marketable securities |
|
|
24,203 |
|
|
|
95,393 |
|
Payment for the purchase of intangible assets |
|
|
(9,250 |
) |
|
|
|
|
Net cash received from sale of segment |
|
|
29,291 |
|
|
|
|
|
Proceeds from pooled patents agreement |
|
|
42,150 |
|
|
|
|
|
Distribution from pooled patents agreement |
|
|
(6,150 |
) |
|
|
|
|
Net cash paid for other assets |
|
|
|
|
|
|
(483 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
32,880 |
|
|
|
30,013 |
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Payments on long-term obligations |
|
|
(7,541 |
) |
|
|
(7,574 |
) |
Proceeds from common stock issued under employee stock plans |
|
|
1,833 |
|
|
|
1,473 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(5,708 |
) |
|
|
(6,101 |
) |
|
|
|
|
|
|
|
|
|
Discontinued Operations: |
|
|
|
|
|
|
|
|
Net cash provided by operating activities of discontinued operations |
|
|
2,816 |
|
|
|
2,456 |
|
Net cash used in investing activities of discontinued operations |
|
|
(164 |
) |
|
|
(643 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations |
|
|
2,652 |
|
|
|
1,813 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(18 |
) |
|
|
157 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
1,720 |
|
|
|
(62,213 |
) |
Cash and cash equivalents at beginning of year |
|
|
61,589 |
|
|
|
123,802 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
63,309 |
|
|
$ |
61,589 |
|
|
|
|
|
|
|
|
|
|
Page | 8
SEQUENOM, INC.
RECONCILIATION OF CASH BURN
(Unaudited)
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
Years Ended December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
Cash Burn: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
$ |
5,744 |
|
|
$ |
9,975 |
|
|
$ |
28,086 |
|
|
$ |
88,095 |
|
Litigation settlement |
|
|
1,850 |
|
|
|
|
|
|
|
1,850 |
|
|
|
|
|
Accelerated royalty payment related to purchase of patents |
|
|
(3,250 |
) |
|
|
|
|
|
|
(3,250 |
) |
|
|
|
|
Purchases of property, equipment and leasehold improvements |
|
|
1,229 |
|
|
|
640 |
|
|
|
2,236 |
|
|
|
12,071 |
|
Payments on long-term obligations |
|
|
1,900 |
|
|
|
2,047 |
|
|
|
7,541 |
|
|
|
7,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash burn(1) |
|
$ |
7,473 |
|
|
$ |
12,662 |
|
|
$ |
36,463 |
|
|
$ |
107,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See accompanying Non-GAAP Financial Measures section for description of Non-GAAP adjustments. |
Page | 9
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