UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 14, 2014
BG Medicine, Inc.
(Exact Name of Registrant as Specified in Its Charter)
001-33827
(Commission File Number)
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Delaware |
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04-3506204 |
(State or Other Jurisdiction
of Incorporation) |
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(IRS Employer
Identification No.) |
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880 Winter Street, Suite 210, Waltham, Massachusetts |
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02451 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(781) 890-1199
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
In a press release dated August 14, 2014 (the earnings press release), BG Medicine, Inc. (the Company) announced financial results
for the second quarter ended June 30, 2014 and provided a business update. A copy of the earnings press release is attached hereto as Exhibit 99.1. The information in the subheading, the information under the heading Second
Quarter Results, the information under the heading Conference Call and Web Cast and the consolidated financial information included in the earnings press release are incorporated by reference into this Item 2.02 of this
Current Report on Form 8-K.
Item 7.01 |
Regulation FD Disclosure. |
In the earnings press release, the Company also provided information
regarding its business plans and outlook for 2014. The information set forth under the heading Outlook for 2014 in the earnings press release is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Earnings press release dated August 14, 2014. |
As indicated herein, certain portions of the earnings press release are being furnished pursuant to Items 2.02 and 7.01
of this Current Report on Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that
Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
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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BG MEDICINE, INC. |
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Date: August 14, 2014 |
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/s/ Stephen P. Hall |
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Stephen P. Hall |
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Executive Vice President & Chief Financial Officer |
Exhibit 99.1
BG Medicine Reports Second Quarter 2014 Financial Results
Net Loss Reduced by 55% and Operating Cash Burn Cut by 43% From Second Quarter 2013
WALTHAM, Mass., August 14, 2014 (GLOBE NEWSWIRE) BG Medicine, Inc. (Nasdaq:BGMD), the developer of the BGM Galectin-3® Test, today reported financial results for the second quarter 2014.
Second Quarter Results
The Company reported net loss for the second quarter of $2.2 million, a 55% improvement from the $4.8 million net loss reported in the prior year
quarter, on total revenues of $799,000 versus total revenues of $1.0 million in the second quarter of 2013.
The decrease in total revenues reflected a
$173,000 decrease in product revenues and a $34,000 decrease in service revenues from the prior year quarter. The decrease in product revenues resulted from a $141,000 decline in orders from our largest clinical laboratory customer and a $90,000
decline in purchases relating to independent research studies that were partially offset by increased revenues of $58,000 from product sales to other clinical laboratory customers. The reduction in service revenues resulted from the planned
completion of the High Risk Plaque initiative in 2013 and our decision to close our research facilities in 2013 as part of our initiative to streamline the operations of the Company.
Operating expenses for the second quarter declined by 52% or $2.7 million from the prior year quarter. This reduction in operating expenses resulted from a
decrease in research and development-related expense of $544,000 due to reduced professional fees associated with discontinued service initiatives, including the High Risk Plaque initiative, and completion of the CardioSCORE medical adjudication
process, $1.0 million reduction in sales and marketing expense related to reductions in personnel, travel expenses and other marketing expenses, and a decrease of $1.1 million in general and administrative expense due to reductions in personnel,
travel expenses and professional fees.
Net loss per share was $0.06 in the second quarter as compared to $0.18 in the second quarter of 2013. Operating
cash burn decreased by $2.0 million, a 43% decrease, to $2.6 million in the second quarter compared to an operating cash burn of $4.6 million in the second quarter of 2013.
For the six months ended June 30, 2014, net loss per share was $0.14 compared to $0.39 for the same period of 2013, on total revenues of $1.5 million in
the first half of 2014 versus total revenues of $1.9 million in the first half of 2013. Operating cash burn decreased by $3.8 million, a 43% decrease, to $5.0 million in the first six months of 2014 compared to $8.8 million in the same period in
2013. At June 30, 2014, the Companys cash totaled approximately $9.5 million.
Outlook for 2014
We continue to rigorously manage our finances and remain focused on delivering on what we believe are the critical catalysts for our growth, said
Paul R. Sohmer, M.D., President and Chief Executive Officer of BG Medicine. We are in the process of shifting our focus to begin setting the stage for the anticipated U.S. market introduction of galectin-3 automated testing by our partners,
Abbott and bioMerieux. To this end, we are focusing on conducting a series of clinical research studies that seek to affirm the potential clinical utility and impact of galectin-3 testing in heart failure and related disorders, we continue to
support and promote the publication of the results of clinical research studies and, in collaboration with our partners, are evaluating how best to deploy our marketing and sales resources to help drive future sales. Notwithstanding the modest
revenue growth that we are achieving from the sales of our products to the majority of our clinical laboratory customers, we no longer expect our full year 2014 revenues to exceed our 2013 revenues, in light of the decrease in year-to-date revenues
from our largest clinical laboratory customer and the lack of predictability of sales relating to independent research studies. Nevertheless, for the full year 2014, we continue to expect to decrease our operating cash burn as compared to
2013.
Conference Call and Web Cast
The Company will host a conference call and webcast today, August 14, 2014, beginning at 8:30 am Eastern Time. The conference call may be accessed by
dialing (877) 845-1016 from the U.S. and Canada, or (708) 290-1155 from international locations. The conference call will also be available via the Internet at www.bg-medicine.com. Listeners are encouraged to login at least 15
minutes prior to the start of the scheduled presentation to register, download and install any necessary audio software.
About BG Medicine
BG Medicine, Inc. (Nasdaq:BGMD), the developer of the BGM Galectin-3® Test, is focused on the
development and delivery of diagnostic solutions to aid in the clinical management of heart failure and related disorders. For additional information about BG Medicine, heart failure and galectin-3 testing, please visit
www.bg-medicine.com.
The BG Medicine Inc. logo is available for download here
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements made by Dr. Sohmer in the section captioned Business Update. Existing and
prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise the information contained in this press release,
whether as a result of new information, future events or circumstances or otherwise. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which
are beyond the Companys control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things, our cash position; our
ability to continue as a going concern; our history of operating losses; our ability to provide sufficient evidence of clinical utility for our galectin-3 test and to differentiate it from competing cardiovascular diagnostics tests; our ability to
successfully market, commercialize and achieve widespread market penetration for our cardiovascular diagnostic tests; our ability to obtain regulatory clearance from the FDA for additional indications of our galectin-3 test and our CardioSCORE test;
the ability of our automated partners to develop and obtain regulatory clearance of galectin-3 tests that can be performed on their automated platforms and to commercialize any such tests; our ability to generate sufficient product revenue to
sustain our commercial diagnostics business; our estimates of future performance, including the expected timing of the launch of our products; our expectations regarding the impact on our galectin-3 test sales as a result of focusing our sales
efforts on the hospital readmissions problem and associated penalties facing our clients; our ability to conduct the clinical studies required for regulatory clearance or approval and to demonstrate the clinical benefits and cost-effectiveness to
support commercial acceptance of our products; the timing, costs and other limitations involved in obtaining regulatory clearance or approval for any of our products; the potential benefits of our products over current medical practices or other
diagnostics; our ability to successfully develop, receive regulatory clearance or approval, commercialize and achieve market acceptance for any of our products; willingness of third-party payors to reimburse for the cost of our tests at prices that
allow us to generate sufficient profit margins; our reliance on third parties to develop and distribute our products, including our ability to enter into collaboration agreements with respect to our products and the performance of our collaborative
partners under such agreements; our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; the expected timing, progress or success of our research and development
and commercialization efforts; our estimates regarding anticipated operating losses, future revenue, expenses, capital requirements and our needs for additional financing; our ability to recruit, hire and retain qualified personnel; the limited
public float and trading volume for our common stock and volatility in our stock price; our ability to maintain compliance with the continued listing requirements of The NASDAQ Capital Market; our ability to service the principal and interest
amounts payable under our secured term loan facility; and other factors discussed in the Companys most recent Annual Report on Form 10-K as well as other documents that may be filed by the Company from time to time with the Securities and
Exchange Commission or otherwise made public. All information in this press release is as of the date of the release, and BG Medicine undertakes no duty to update this information unless required by law.
BG Medicine, Inc. and Subsidiary
Unaudited Condensed Consolidated Statements of Operations
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2014 |
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2013 |
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2014 |
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2013 |
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(in thousands, except share and per share data) |
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Revenues: |
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Product revenues |
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$ |
799 |
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$ |
972 |
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$ |
1,538 |
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$ |
1,792 |
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Service revenues |
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34 |
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102 |
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Total revenues |
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799 |
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1,006 |
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1,538 |
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1,894 |
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Costs and operating expenses: |
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Product costs |
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281 |
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353 |
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529 |
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633 |
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Service costs |
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34 |
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102 |
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Research and development |
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573 |
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1,117 |
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1,133 |
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2,493 |
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Selling and marketing |
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733 |
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1,782 |
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1,421 |
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3,926 |
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General and administrative |
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1,183 |
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2,269 |
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2,373 |
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4,090 |
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Total costs and operating expenses |
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2,770 |
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5,555 |
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5,456 |
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11,244 |
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Loss from operations |
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(1,971 |
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(4,549 |
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(3,918 |
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(9,350 |
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Non-cash consideration associated with stock purchase agreement |
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(329 |
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Interest income |
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6 |
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2 |
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10 |
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Interest expense |
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(199 |
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(295 |
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(432 |
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(584 |
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Other income |
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1 |
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1 |
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4 |
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Net loss |
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$ |
(2,169 |
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$ |
(4,837 |
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$ |
(4,348 |
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$ |
(10,249 |
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Net loss per share basic and diluted |
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$ |
(0.06 |
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$ |
(0.18 |
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$ |
(0.14 |
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$ |
(0.39 |
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Weighted-average common shares outstanding used in computing per share amounts basic and diluted |
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33,915,465 |
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27,649,879 |
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30,942,514 |
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26,490,682 |
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BG Medicine, Inc. and Subsidiary
Unaudited Condensed Consolidated Balance Sheets
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June 30, 2014 |
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December 31, 2013 |
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(in thousands) |
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Assets |
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Current assets |
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Cash |
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$ |
9,538 |
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$ |
7,751 |
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Accounts receivable |
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353 |
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319 |
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Inventory |
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554 |
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459 |
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Prepaid expenses and other current assets |
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352 |
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306 |
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Total current assets |
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10,797 |
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8,835 |
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Property and equipment, net |
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154 |
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192 |
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Intangible assets, net |
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163 |
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192 |
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Deposits and other assets |
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126 |
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134 |
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Total assets |
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$ |
11,240 |
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$ |
9,353 |
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Liabilities and Stockholders Equity (Deficit) |
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Current liabilities |
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Term loan, current portion |
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4,406 |
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4,353 |
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Accounts payable |
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1,012 |
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965 |
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Accrued expenses |
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924 |
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1,993 |
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Other current liabilities |
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69 |
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39 |
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Total current liabilities |
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6,411 |
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7,350 |
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Term loan, net of current portion |
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745 |
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2,961 |
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Other liabilities |
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102 |
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111 |
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Total liabilities |
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7,258 |
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10,422 |
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Stockholders equity (deficit) |
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3,982 |
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(1,069 |
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Total liabilities and stockholders equity (deficit) |
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$ |
11,240 |
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$ |
9,353 |
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BG Medicine, Inc. and Subsidiary
Unaudited Condensed Consolidated Statements of Cash Flows
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Six Months Ended June 30, |
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2014 |
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2013 |
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(in thousands) |
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Net cash flows from operating activities |
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$ |
(4,992 |
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$ |
(8,808 |
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Net cash flows from investing activities |
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80 |
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Net cash flows from financing activities (1) |
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6,779 |
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12,145 |
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Net increase in cash |
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1,787 |
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3,417 |
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Cash, beginning of year |
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7,751 |
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12,786 |
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Cash, end of year |
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$ |
9,538 |
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$ |
16,203 |
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(1) |
For the six months ended June 30, 2014, cash flows provided by financing activities include proceeds from the $10.0 million public offering. For the six months ended June 30, 2013, cash flows provided by
financing activities include proceeds from the $13.8 million public offering. |
Contact:
Stephen Hall, EVP & Chief Financial Officer
(781)
890-1199
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