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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] 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: 0-18700
SENTIGEN HOLDING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3570672
- ------------------------------- -------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
445 Marshall Street Phillipsburg, New Jersey 08865
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(908) 387-1673
--------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par
value $0.01 per share
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, computed by reference to the price at which the Common Stock was
last sold as of the last business day of the registrant's most recently
completed second fiscal quarter (June 30, 2004) was approximately $38,711,919.
As of March 30, 2005, 7,471,692 shares of the registrant's Common Stock, par
value $.01 per share, were outstanding.
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
----
PART I..................................................................................... 3
Item 1. Business..................................................................... 3
Item 2. Properties................................................................... 21
Item 3. Legal Proceedings............................................................ 22
Item 4. Submission of Matters to a Vote of Security Holders.......................... 22
PART II.................................................................................... 23
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ....... 23
Item 6. Selected Financial Data...................................................... 24
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................... 25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk................... 35
Item 8. Financial Statements and Supplementary Data.................................. 36
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure....................................................... 36
Item 9A. Controls and Procedures...................................................... 36
Item 9B. Other Information............................................................ 36
PART III................................................................................... 37
Item 10. Executive Officers and Directors of the Registrant........................... 37
Item 11. Executive Compensation....................................................... 40
Item 12. Security Ownership of Certain Beneficial Owners and Management............... 44
Item 13. Certain Relationships and Related Transactions............................... 46
Item 14. Principal Accounting Fees and Services....................................... 46
PART IV.................................................................................... 47
Item 15. Exhibits and Financial Statement Schedules................................... 47
SIGNATURES
EXHIBITS
Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF SENTIGEN HOLDING
CORP. PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF SENTIGEN HOLDING
CORP. PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF SENTIGEN HOLDING
CORP. PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF SENTIGEN HOLDING
CORP. PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
2
INFORMATION RELATING TO FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The statements contained within this
Annual Report on Form 10-K which are not historical facts are forward-looking
statements. Such forward-looking statements include statements about our
strategies, intentions, expectations, goals, objectives, research programs,
technologies, service offerings, and our future achievements. These forward
looking statements involve known and unknown risks and uncertainties that could
significantly affect our actual results, performance or achievements in the
future and, accordingly, such actual results, performance or achievements may
materially differ from those expressed or implied in any forward-looking
statements made by or on behalf of us. These risks and uncertainties include,
but are not limited to, risks associated with our history of consolidated net
losses; our dependence on a limited number of customers; our dependence on
research and development expenditures by the pharmaceutical and biotechnology
industries; our need for additional capital to finance our expanding research
and development programs; risk of the lack of commercial acceptance of our
Tango(TM) Assay System; changes in customer preferences; the ability to hire and
retain key personnel; compliance with federal or state environmental laws and
other laws, changes in such laws and the administration of such laws; protection
of patents, trademarks and other proprietary rights; technological change,
competitive factors and unfavorable general economic conditions. These risks are
included in "Item 1. Business," "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in "Risk Factors" included in
this Form 10-K. Actual results may vary significantly from such forward-looking
statements. The words "will," "estimate," "could," "believe," "expect,"
"predict," "potential," "anticipate," "may," "intend," "opportunity,"
"continue," or "plan," the negative of these words and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date the
statement was made. Except as required by law, we undertake no obligation to
publicly revise our forward-looking statements to reflect events or
circumstances that arise after the filing of this Form 10-K or documents
incorporated by reference herein that include forward-looking statements.
PART I
ITEM 1. BUSINESS
COMPANY OVERVIEW
We are a biotechnology company conducting business through two-wholly
owned operating subsidiaries, Sentigen Biosciences, Inc. ("Sentigen
Biosciences") and Cell & Molecular Technologies, Inc. ("CMT"). Sentigen
Biosciences has been primarily engaged in the development and commercialization
of novel bioassay systems that elucidate the underlying biology of
protein-protein interactions. Sentigen Biosciences has initially targeted its
Tango(TM) Assay System to address the functionalization of G protein-coupled
receptors (GPCRs) for pharmaceutical drug discovery and development. CMT
provides contract research and development services to companies engaged in the
drug discovery process. On February 22, 2005 we sold the assets of Specialty
Media, a division of CMT, for $6.5 million in cash to Serologicals Corporation
(Nasdaq: SERO). Accordingly, the assets and liabilities of Specialty Media have
been accounted for as assets and liabilities held for sale in our consolidated
balance sheets. In addition, the statements of operation for Specialty Media
have been accounted for as discontinued operations, net of tax in our
consolidated statements of operation.
We were incorporated under the laws of the State of Delaware in May 1990.
After having engaged in the acquisition and operation of different businesses
subsequent to our initial public offering in August 1990, we commenced our
current business operations when we acquired CMT in May 1998. CMT was
incorporated on May 6, 1997 to acquire all of the outstanding stock in each of
Specialty Media, Inc. and Molecular Cell Science, Inc., two entities operating
in the biotechnology and pharmaceutical industries since 1987 and 1991,
respectively. Sentigen Corp. was formed on February 16, 2000, and changed its
name to Sentigen Biosciences, Inc. on February 24, 2004. We changed our name
from Prime Cellular Inc. to Sentigen Holding Corp. on June 23, 2000. On January
9, 2002, our common stock began trading on The NASDAQ SmallCap Market under the
symbol SGHL.
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We maintain our principal executive office, laboratory, and
office/warehouse facilities at 445 Marshall Street, Phillipsburg, New Jersey
08865. We operate laboratories at 3960 Broadway, New York, New York 10032 and at
418 Industrial Drive, North Wales, Pennsylvania 19454. We also maintain an
administrative office at 434 East Cooper Street, Aspen, Colorado 81611.
Our internet address is www.sentigen.com. We make available, free of
charge, on or through the investor relations portion of our website, our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form
8-K and amendments to such reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as
reasonably practicable after we file such material with, or furnish it to, the
Securities and Exchange Commission ("SEC"). These filings are also available on
the SEC's website at www.sec.gov. Also available on our website is our Code of
Ethics and Business Conduct (applicable to all directors, officers and
employees) and the charters for our Audit and Compensation Committees. Within
the time period required by the SEC and NASDAQ, we will post any amendment to
our Code of Ethics and Business Conduct and any waiver of our Code of Ethics and
Business Conduct applicable to our senior financial professionals, executive
officers and directors.
SENTIGEN BIOSCIENCES, INC.
Sentigen Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the underlying
biology of protein-protein interactions. Sentigen Biosciences has initially
targeted its Tango(TM) Assay System to address the functionalization of G
protein-coupled receptors (GPCRs) for pharmaceutical drug discovery and
development. Sentigen Biosciences has filed patent applications on its Assay
System and it expects to file additional patent applications on this technology
and related matters in the future.
Research Programs
GPCRs are the largest family of receptors in humans, and they are involved
in a multitude of cellular signaling mechanisms. GPCRs function as important
mediators of cellular responses to hormones, neurotransmitters, chemokines and
other molecules. In addition, GPCRs are responsible for mediating the senses of
smell (olfaction), taste, and vision. GPCRs are membrane proteins with a common
structure comprising seven domains that span the cellular membrane. GPCRs bind
with natural or synthetically engineered compounds (ligands) on the outside of
cells and relay a signal to the cellular interior by stimulating or inhibiting a
variety of processes within the cell. Sentigen Biosciences believes that GPCRs
represent the most profitable class of targets for pharmaceutical drug discovery
because of their role in many cellular signaling mechanisms.
It is generally accepted that a majority of all prescription drugs on the
market interact directly or indirectly with GPCRs. There are approximately two
hundred GPCRs for which a natural ligand and physiological function are known
and understood. In addition to these two hundred "known" GPCRs, it is believed
that there are over one-hundred and fifty non-olfactory GPCRs for which a ligand
and/or function is neither known nor understood (orphan GPCRs). Sentigen
Biosciences believes that bioassays developed on its Tango Assay System platform
offer the potential to monitor receptor activation with better selectivity,
sensitivity, and flexibility than other currently-available technologies.
Sentigen Biosciences believes that the use of Tango assays to interrogate the
two hundred known GPCRs has the potential to identify ligands that may yield
drugs that are more effective and specific than drugs currently on the market.
Sentigen Biosciences believes that using Tango assays to functionalize orphan
GPCRs has the potential to yield a new population of effective drug targets.
While Sentigen Biosciences believes that these objectives are attainable based
upon laboratory results, there is no assurance that its Assay System will be
accepted by commercial customers as a platform that is sufficiently more
effective than other commercially available platforms as to mandate changing
from their existing assay systems or that the Tango Assay System platform will
work effectively against all possible drug targets.
4
Sentigen Biosciences is in the process of devoting a portion of its
research effort and resources to the development of a novel molecular profiling
system, which if successful, the Company will attempt to commercialize. Sentigen
Biosciences believes that the ability to profile the cross-reactivity of lead
drug compounds against a wide range of GPCRs in the Tango System could result in
the generation of selectivity profiles for drug candidates, thereby enabling the
identification of more specific drugs with fewer side effects.
Sentigen Biosciences has not generated any revenues from these activities
and while we have met and continue to meet with pharmaceutical and biotechnology
companies we have not yet entered into any drug discovery or development
agreements nor can any assurance be given that we will be able to do so on terms
that are acceptable to us. It should also be noted that substantial amounts of
additional financing either directly or through partnerships may be required to
fully commercialize the systems and research programs undertaken by us. There is
no assurance that such financing can be obtained on reasonable terms.
Other Applications of our Technology
Sentigen Biosciences believes that potential applications of such assays
outside the pharmaceutical drug discovery and development area include
microarray-based detection technologies and insect olfaction and taste based
pest management solutions. In both humans and animals, the sense of smell is a
chemical detector of extraordinary sensitivity and selectivity. This sensory
function utilizes an array of hundreds to thousands of olfactory GPCRs in the
nose, each of which recognizes and responds to a distinct set of chemical
stimuli. The brain decodes the activity of these different receptors to gather
information about the character of a smell and its intensity. Sentigen
Biosciences believes that it could potentially use the same biological principle
to engineer ultra-sensitive, and highly adaptable, detection systems that employ
GPCR micro-arrays for chemical recognition and analysis. These detection
systems, if successful, have the potential to be used in the detection of
chemical or biological hazards, in manufacturing and food processing, in
environmental monitoring, in medical diagnostics and possible insect and pest
control areas.
On July 26, 2004, we were awarded a contract by the Technical Support
Working Group (TSWG) - an interagency government office with representatives
from the Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other threats. The
contract, entitled "Olfactory Receptor Microarray-Based Sensor for Explosives
Detection (ORM-EDS)", will provide Sentigen Biosciences with $1.65 million in
research funding through July 2006. We are conducting research for the
development of a freestanding sensor for the detection of explosive agents. The
sensor is aimed at reproducing the sensitivity, versatility and chemical range
of the mammalian nose. We are attempting to isolate, produce and assemble
mammalian olfactory receptors into microarrays that would allow the nano-scale
monitoring of patterns of olfactory receptor activation resulting from exposure
to potentially harmful agents. The contract provides for the reimbursement of
research expenditures plus a fixed profit margin. Through December 31, 2004 we
have earned revenues of $183,213 under this contract, while incurring total
costs of $174,489.
License Agreements
Sentigen Biosciences has an exclusive licensing agreement with The
Trustees of Columbia University in the City of New York ("Columbia") giving it
the right to patent applications in the areas of chemo-sensation and olfaction.
The license covers technologies arising from the initial discovery of vertebrate
olfactory receptors and pheromone receptors and the identification of the first
insect odorant receptors in the laboratory of Dr. Richard Axel at Columbia
University.
This license required us to contribute a minimum of $1,000,000 into
Sentigen Biosciences within one year of the date of the agreement (by April
2001) or we must have been involved in active negotiations to raise $1,000,000
in additional funding. We satisfied this provision through the consummation of a
private placement in November 2000 in which we sold 863,834 shares of our common
stock at $6.00 per share for aggregate gross proceeds of $5,183,004.
5
Another provision of the agreement requires that a minimum of $50,000 per
six month period or $100,000 per annual period be spent on bona fide research
and development of the patents and licenses subject to the agreement from the
second through the fourth years of the agreement (April 2002 through April 2004)
or we must have been involved in active negotiation to raise $1,000,000 in
additional funding. We satisfied this provision through April 2004.
On May 27, 2004 we entered into a second license agreement with Columbia
for the exclusive license to Columbia's rights under patent applications
developed jointly by us and Columbia in the area of assaying receptor activity.
In consideration of the May 27, 2004 exclusive license agreement, we agreed to
the following:
- We will pay Columbia a royalty totaling 5% of the net sales
received by us on any products developed by us and approved by
the Food & Drug Administration ("FDA"); and
- We will also pay to Columbia a royalty totaling 5% of any
payments received by us on any products approved by the FDA
that were developed pursuant to sublicenses of our rights
under the patents.
We are also obligated to spend the following on the research and
development of products under the patents:
- A minimum of $1,000,000 from May 27, 2004 through December 31,
2005 and
- A minimum of $100,000 per year for calendar years 2006 through
2010.
For the period from May 27, 2004 through December 31, 2004 we spent
approximately $920,000 on the research and development of products under the
patents.
There is no assurance that the technology related to the licensing
agreements with Columbia or other technologies involved in the research and
development activities of Sentigen Biosciences will prove to be productive. In
the event we decide to terminate such activities, there will be associated costs
to us, such as payment to employees and expenses related to the closing of our
facility at 3960 Broadway, New York, New York. No provisions have been made for
such possible further expense.
Consulting Agreements
Dr. Richard Axel. On March 29, 2005, Sentigen Biosciences renewed its
consulting agreement with Dr. Richard Axel, a professor at Columbia University.
Our original agreement with Dr. Axel expired on March 29, 2005. The new
agreement with Dr. Axel has a term of five years, unless terminated by either
party, before five years.
Dr. Richard Axel, and his colleague, Dr. Linda Buck, were awarded the 2004
Nobel Prize in Physiology or Medicine for their discoveries of odorant receptors
and the organization of the olfactory system. Dr. Richard Axel is a graduate of
Columbia College and The Johns Hopkins School of Medicine. In early work, Dr.
Axel and his colleagues developed gene transfer techniques that permitted the
introduction of virtually any gene into any cell, allowing analysis of gene
function in vivo. These experiments in cell transformation led to the isolation
and functional analysis of the gene for the T-cell surface protein, CD4, the
cellular receptor for HIV.
More recently, Dr. Axel has been applying the techniques of molecular
biology to problems in neurobiology and his work has been largely concerned with
the molecular logic of olfactory perception. This research has provided
important insights into how the recognition of odors is translated into an
internal representation of sensory quality in the brain.
In recognition of his work in molecular genetics, Dr. Axel has received
numerous awards: the Passano Foundation Young Scientist Award, the Alan T.
Waterman Award from the National Science Foundation, the Eli Lilly Award in
6
Biological Chemistry, the New York Academy of Sciences Award in Biological and
Medical Sciences, the Lounsbery Award from the National Academy of Sciences, the
John Jay Award from Columbia University, and the Science Pour L'Art Award, LVMH,
Paris. Dr. Axel was the 1996 co-recipient of the Unilever Science Award, and in
1997 was the co-recipient of the Rosenstiel Award. In 1998, he received the
Bristol-Myers Squibb Award for Excellence in Neuroscience, and in 1999, the
Hamilton Medal from Columbia University. Dr. Axel is a member of the National
Academy of Sciences, and the American Academy of Arts and Sciences.
Dr. Masashi Yanagisawa. In connection with our internal drug discovery
program at Sentigen Biosciences, we entered into a consulting agreement with Dr.
Masashi Yanagisawa. The agreement provides for a monthly fee of $5,000 and is a
month to month agreement, unless cancelled by either party with proper notice.
Dr. Yanagisawa is an Investigator at the Howard Hughes Medical Institute at The
University of Texas Southwestern Medical Center and is also Professor of
Molecular Genetics and holder of the Patrick E. Haggerty Distinguished Chair in
Basic Biomedical Science. He received his M.D. and Ph.D. degrees from the
University of Tsukuba, Japan, where he worked with Tomoh Masaki. Before moving
to Dallas, he was Assistant Professor of Pharmacology at the Kyoto University
School of Medicine, Japan. Dr. Yanagisawa is a member of the National Academy of
Sciences.
CELL & MOLECULAR TECHNOLOGIES, INC.
CMT is a Contract Research Organization that specializes in supporting the
drug discovery process. CMT provides custom contract research services and High
Throughput Screening ("HTS") support services. Through its scientific staff and
technology focus, CMT aims to increase the efficiency of the drug discovery
process at pharmaceutical, biotechnology, and biomedical research organizations
and optimize their investments in new technologies. CMT maintains an internet
address at www.cmt-inc.net.
The majority of CMT's customers are engaged in the drug discovery process.
The steps in this process can generally be characterized as: (1) identification
of disease targets in the human body, (2) validation of those disease targets,
and (3) screening those targets against chemical entities for scientifically
significant interactions. CMT believes its customers and the industry are also
facing patent expirations, more stringent drug approval standards, and thinning
product pipelines. As a result of these factors, CMT believes that the race for
new targets, compounds and drug candidates has become more competitive and has
increased the demand for additional research talent, laboratory capacity,
creative experimental design and tailored products. CMT believes that it
provides its customers access to the additional talent, capacity, creativity,
products and services which can accelerate their drug discovery programs,
optimize their technology investments and gain a competitive advantage.
CMT provides custom contract research and development services in the
following areas:
- Molecular and cell biology;
- Gene expression and protein biochemistry;
- Bio-processing;
- HTS support services; and
- Mouse genetics.
Services are performed on a fee-for-service, fixed contract basis that
provide for payments after specific research milestones are achieved. Research
milestones are developed pursuant to the specific research goals of the
customer. CMT utilizes cost and time effective approaches in the delivery of its
services intended to result in a high level of customer service. CMT does not
receive residual or royalty payments for future discoveries or uses involving
the materials or services provided to its customers.
Proposals for service are based on collaborative discussions between the
customer's research staff and CMT scientific staff and are highly customized for
each individual customer. These discussions lead to detailed, milestone-based
research proposals that can be periodically modified based on the data collected
during the project. CMT believes that its customized, dynamic and data-driven
approach
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generally augments and complements the customer's own research and development
efforts in a cost and time effective manner while maintaining the highest
quality of services.
Molecular and cell biology. CMT offers services to clone, isolate and
characterize genes from viral, prokaryotic or eukaryotic organisms. Services in
molecular biology include:
- The construction of custom cDNA libraries and genomic
libraries;
- Gene cloning and modification;
- RNA and DNA isolation and blotting;
- Copy number determination and genotyping using Real Time
Quantitative PCR; and
- GLP services.
In addition, CMT provides expertise in the cloning and expression analysis
of target-selected genes. Services in this area allow its customers to specify
the vector and cell or tissue source.
Gene expression and protein biochemistry. The drug discovery community
demands an ever increasing amount of recombinant proteins for their HTS
programs, as well as biochemical and biophysical studies. CMT helps to meet this
demand through the production and purification of recombinant proteins from
genetically engineered hosts. CMT offers the expression of recombinant proteins
in the following cell types: (1) bacteria, (2) yeast, (3) mammalian cells, (4)
insect cells and (5) viruses. CMT also performs expression optimization studies
and scale-up process development.
Bio-processing. CMT possesses cell culture and fermentation capabilities
and expertise, enabling it to produce whole cells, cellular fractions or
biological molecules for both research and assay purposes. CMT aims to deliver a
well-characterized process by incorporating cell banking through upstream and
downstream process development. Using its flexible cell culture facilities, CMT
prepares reagents derived from a broad range of host cell types (including whole
cells, cellular fractions, or purified bio-molecule proteins) properly formatted
for further characterization or for use in screening assays. CMT also offers the
production of enzymes, receptors, substrates, growth factors and antibodies.
CMT's facilities give it both adherent (flasks, roller bottles, cell factories)
and suspension (spinners, bioreactors) culture capabilities. CMT's facilities
also feature fractionation and purification capabilities.
HTS support services. Pharmaceutical and biotechnology companies utilize
sophisticated automation and robotics to screen large quantities of cells or
proteins very rapidly. Through HTS programs the drug discovery community is able
to rapidly screen, identify and develop potential drug candidates for a large
number of disease targets. CMT provides whole cells, sub-cellular fractions, and
purified proteins for large-scale HTS programs and secondary assays. CMT tests
these cells and reagents against the customer's specified, quality control
standards to assure performance and reproducibility. The cells and reagents are
delivered to customers in the customer-prescribed format (bulk, multi-well
plates, multiple aliquots, etc.). Customers receive cells or reagents on a
regularly scheduled basis (daily, weekly) and in a format (384, 1536 well or
other ultra-high throughput format plates) required for the customer's HTS
assays. CMT designs its services to help ease the strain on the customer's
internal resources and enable the customer's screening facilities and equipment
to maintain higher efficiency and usage times.
CMT believes its resources in molecular biology, gene cloning, expression,
cell culture and cell line development enables it to provide customers with a
multidisciplinary approach to assay development. CMT can transfer developed
technology back to its customers, or contract with the customer to perform the
assay at CMT's facilities. CMT's services also include the design,
establishment, and execution of quality control standards for the new assay
system.
During 2002, CMT developed a process for the use of "division-arrested"
cells within cell-based assays for drug discovery. This development is intended
to enable drug discovery professionals to maintain consistent cell-counts and
cell quality within assays despite the increasing density of screening formats
and varying screening cycle times. CMT filed a patent application on this
process in 2002 and began the process of introducing this service to its
customers in late 2003. During the year ended December 31, 2004, four customers
were using the technology in certain of their high-throughput screens and one
other
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customer pilot tested the technology. Total revenues for the year ended December
31, 2004 were approximately $430,000. CMT continues to market this service to
customers as part of its service offerings; however, we cannot assure you that
customers will continue to use the technology or that sales from this technology
will grow or be significant in the future.
Mouse genetics. Transgenic mouse technology allows researchers to study
the impact of gene deletions, mutations, and additions in a whole-animal system
whose genetics are well understood and can be easily manipulated. Based on this
premise, CMT constructs mouse models of human diseases for use in the
identification and validation of potential drug candidates. CMT constructs
knock-out and knock-in gene models that can be used to study transcription
activity, gene expression and function by altering or mutating a specific gene
in the mouse.
DISCONTINUED OPERATION
On February 22, 2005 we entered into agreements with Serologicals
Corporation and its direct and indirect subsidiaries, Chemicon Specialty Media,
Inc. ("Purchaser") and Chemicon International, Inc., pursuant to which CMT sold
substantially all of the assets, including the facility on 580 Marshall Street,
Phillipsburg, NJ, of its Specialty Media Division (the "Division") to the
Purchaser for $6,500,000 in cash. The Division's business consists of:
(i) the development, manufacture and marketing of high quality cell
culture media, sera reagents and other research products including:
- media, sera reagents for the culture of mouse embryos,
- Murine Embryonic Stem cells, Primary Mouse Embryo
Fibroblast feeder cells and reagents,
- reagents for gene transfer and expression and
- standard and custom formulated cell culture media, cell
cryopreservation media, enzymatic and non-enzymatic cell
dissociation solutions;
(ii) the identification and development of custom formulated research
products and reagents and
(iii) the manufacture and distribution of the aforementioned products in
the research areas of:
- mouse embryo culture media,
- general cell culture and
- custom media manufacturing.
Pursuant to the Asset Purchase Agreement among the parties, CMT sold
substantially all of the assets of the Division for $6,095,000, subject to
post-closing working capital adjustments. Of this amount, $500,000 is being held
in escrow pursuant to the terms of an Escrow Agreement to satisfy
indemnification obligations of the Company or CMT. Assuming no indemnification
obligations of the Company or CMT, $250,000 will be paid to the Company on each
of the six month and one year anniversaries of the Asset Purchase Agreement.
The parties also entered into an Agreement of Sale pursuant to which the
Purchaser acquired the Division's facility at 580 Marshall St., Philipsburg, NJ
for $405,000 (the "Real Estate Purchase Agreement"). The Purchaser also agreed
to retire the outstanding loan in the amount of $243,310 secured by a mortgage
on the property pursuant to the terms of the Asset Purchase Agreement.
The parties also entered into a Transition Services Agreement pursuant to
which CMT will provide the Purchaser with certain telecommunication, accounting
and document management services until June 30, 2005.
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SIGNIFICANT CUSTOMERS
Sentigen Biosciences
For the year ended December 31, 2004 Sentigen Biosciences' revenues were
primarily attributed to its contract with the Technical Support Working Group
(TSWG) - an interagency government office with representatives from the
Departments of Defense, State and Homeland Security - to develop advanced
biotechnology for the detection of explosives and other threats. Through
December 31, 2004 we have earned revenues of $183,213 under this contract, while
incurring total costs of $174,489.
Sentigen Biosciences did not earn any revenues during the year ended
December 31, 2003. Revenues earned by Sentigen Biosciences during the year ended
December 31, 2002 were under grant from the National Institute of Health and
totaled $100,003.
Cell and Molecular Technologies, Inc.
For the years ended December 31, 2004, 2003 and 2002, Merck & Co., Inc.
accounted for approximately 62%, 61% and 58% of CMT's consolidated annual
revenues, respectively. For the year ended December 31, 2004 and 2003,
Rockefeller University accounted for 10% and 11% of CMT's consolidated annual
revenues, respectively. For the year ended December 31, 2002, Rockefeller
University did not account for a significant percentage of CMT's consolidated
annual revenues. We believe that these customers will continue to account for a
significant percentage of CMT's revenues in the 2005 and 2006 fiscal years. We
cannot assure you, however, that these customers will continue to generate
significant revenues and the loss of any of these customers, or any other
customers, could have a material adverse effect on our business.
The majority of the revenues from Merck & Co., Inc. are generated under
one annual contract with CMT for HTS support services. The contract provided for
payments to CMT of $200,000 per month in exchange for a fixed number of cell and
reagent deliveries to support Merck & Co.'s HTS program. The contract also
provided for a credit against other services (in addition to the base contract
value) performed for the customer in 2005 should actual deliveries during 2004
fall below the fixed number of deliveries provided for in the contract. During
2004 the number of actual deliveries provided to Merck & Co., Inc. were less
than the fixed number of deliveries provided for in the contract; accordingly,
the credit against services performed in 2005 is valued at $14,045 and is
accounted for as unearned revenue on our consolidated balance sheet as of
December 31, 2004.
On March 14, 2005, Merck & Co., Inc. renewed its contract with CMT for a
term of one year, ending on December 31, 2005. The new contract contains
substantially similar terms as the 2004 contract, with the exception that
additional deliveries over the fixed number of deliveries provided for in the
contract will be billed at the rate of $1,000 per delivery.
SALES AND MARKETING
Sentigen Biosciences
Sentigen Biosciences has been primarily focused on research and
development, and has attended various scientific and industry conferences and
met with leading pharmaceutical, biotechnology and agricultural companies in an
effort to raise awareness of its technologies among constituents in those
communities. Sentigen Biosciences intends to seek strategic discovery and
development partnerships around key molecular targets with biotechnology,
pharmaceutical and other life sciences research institutions. Sentigen
Biosciences has not generated any revenues from these activities and while we
have met and continue to meet with these institutions we have not yet entered
into any drug discovery or development agreements nor can any assurance be given
that we will be able to do so on terms that are acceptable to us.
10
Cell and Molecular Technologies, Inc.
CMT has focused on providing pre-clinical contract research and
development to entities engaged in the drug discovery process. Given the rapid
development of molecular biology techniques and the pace of innovation, CMT
believes that the drug discovery community is now focusing on HTS as opposed to
more basic screening methodologies. CMT also believes that there is an
increasing trend among companies in the drug discovery community to outsource
segments of the HTS process, as well as other segments of the drug discovery
process that occur after primary HTS screens are completed. Such outsourcing is
due to a variety of factors including:
- Economies of scale necessary to maintain an efficient and
effective HTS program and remain competitive in the industry;
- Reduced "in-house" staffs resulting from corporate down-sizing
and investments in automation and robotics;
- Expense and risk inherent in conducting segments of this
process internally; and
- Expanded capabilities and flexibility offered by third party
research companies without the associated overhead.
The sales and marketing activities of CMT consist primarily of the
following:
- Advertisements in trade magazines, newsletters, scientific
journals and the general press;
- Meetings and consultations with research executives at
pharmaceutical, biotechnology and other companies engaged in
the drug discovery process; and
- Exhibitions and speaking engagements at industry trade-shows
and conventions.
SUPPLIERS
Sentigen Biosciences
The research and development operations of Sentigen Biosciences including
purchasing are conducted at the 3960 Broadway, New York, New York location. In
general, we purchase raw materials and supplies on the open market. We are able
to obtain substantially all of such materials from a number of sources so that
the loss of any one source of supply would not have a material adverse effect on
us.
Cell and Molecular Technologies, Inc.
The contract research and development operations of CMT including
purchasing are conducted at the 445 Marshall Street, Phillipsburg, New Jersey
location. In general, we purchase raw materials and supplies on the open market.
We are able to obtain substantially all of such materials from a number of
sources so that the loss of any one source of supply would not have a material
adverse effect on us.
COMPETITION
Sentigen Biosciences
Sentigen Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the underlying
biology of protein-protein interactions. Sentigen Biosciences has initially
targeted its Tango Assay System to address the functionalization of G
protein-coupled receptors (GPCRs) for pharmaceutical drug discovery and
development. Sentigen Biosciences' future competitive position depends on its
ability to develop a platform that will be sufficiently more cost-effective and
technically advantageous than other currently available technologies. While
Sentigen Biosciences believes that its approach is unique and will provide a
superior technological solution, there are several other platforms that have
been developed and are being used in the pharmaceutical and
11
biotechnology industries. These other platforms are in direct competition with
or could replace our technologies and there could possibly be additional such
platforms under development elsewhere. There is no assurance that The Tango
Assay System will be accepted by commercial customers as a platform that is
sufficiently more effective than other commercially available platforms as to
mandate changing from their existing assay systems or that The Tango Assay
System platform will work effectively against all possible drug targets.
Sentigen Biosciences has not yet determined the size of the market for its
platform or the prices at which it could be marketed. In addition, as Sentigen
Biosciences has not yet entered into any discovery or development agreements
with biotechnology, pharmaceutical or other life science institutions, it is
unable to accurately assess the market for its Assay System.
Further, Sentigen Biosciences is in the process of devoting a portion of
its effort and resources to the development of a novel molecular profiling
system which, if successful the company will attempt to commercialize. We are
aware of several other molecular profiling systems targeting panels of GPCRs
that are currently on the market. While we believe that a cell-based assay for
molecular profiling based on the Tango platform offers several advantages when
compared to the biochemical receptor binding assays for molecular profiling that
are currently offered by competitors, no assurance can be given that our
profiling system, if successfully developed, will be accepted by commercial
customers in place of the technologies currently on the market. In addition,
Sentigen Biosciences is unable, at this time, to reliably assess the market for
this platform or the prices at which Sentigen Biosciences could charge for the
system.
Cell and Molecular Technologies, Inc.
Generally, CMT competes with a combination of national and regional
entities ranging from large companies engaging in contract research and
development to companies specializing in one particular aspect of research and
development. Some of these companies have captured a significant, and in certain
cases controlling, share of the market.
Many competitors have achieved significant national, regional and local
name recognition. These competitors also engage in frequent and extensive
advertising and promotional programs, both generally and in response to efforts
by other competitors entering the market or existing competitors introducing new
service offerings. Many of these companies have substantially greater financial,
technical, marketing, personnel and other resources than CMT.
CMT believes that entry barriers to these markets are significant because
of the high costs of specialized equipment, the need to recruit highly trained
professional scientific staff with industrial and academic experience, and the
need to offer a wide range of services and expertise. CMT's ability to compete
successfully in the industry is affected by these and other factors, including
without limitation price of services, ease of use, reliability, customer
support, geographic coverage and industrial and general economic trends. In
addition, research and development services involve customers dependent upon
government grants and other institutional funding.
Although no assurances can be given, CMT believes that it can continue to
compete effectively based on its ability to provide its customers with contract
research and development services for early stage/pre-clinical research and
development in the pharmaceutical and biotechnology industries. Contract
research services have for the most part focused on delivering routine
technology at low cost. In contrast, CMT offers, in addition to the full range
of research and development services, complete experimental design and
consultation throughout the performance of its services.
CMT believes that the contract research and development business can be
divided into four markets, consisting of:
- Low End Research and Development. Services performed in this
market are characterized by low margins and strong
competition. These services are generally simple,
process-oriented engagements. These services tend not to lead
to higher end, more complex projects. This market is comprised
of small local vendors, some of which
12
have grown to cover larger markets. CMT offers services in
this area, including those offered by its competitors, usually
as part of a larger customer engagement.
- Specialty Research and Development. Services performed in this
market tend to be technical and/or disease target focused.
These services can lead to new and more complex projects and
have the opportunity to grow significantly in scope. The
identification, validation and supply of biological targets
for HTS programs is a rapidly growing segment of the specialty
research and development business.
- High End Research and Development. Services performed in this
market tend to be high margin, highly skilled technical and
mechanical matters, requiring significant intellectual input,
problem solving capabilities and access to academics. These
services often require the development of new high-end
technologies and lead to more complex projects.
- Technology Platform Research and Development. This market is
comprised of companies that have based their business on
performing drug screening and/or licensing their proprietary
technology to companies for their in-house screening programs.
These relationships are generally associated with significant
licensing costs and downstream royalties. The application
and/or licensing of such proprietary technology platforms
involve large contracts and is highly competitive. Competition
arises from the development of alternative and competing
technologies designed to yield results ever more quickly and
inexpensively.
GOVERNMENT REGULATION
We are subject to many laws and governmental regulations and changes in
these laws and regulations and changes in interpretation by government agencies
and courts occur frequently.
Environmental Regulation. Our operations are subject to various evolving
federal, state and local laws and regulations relating to the protection of the
environment. These laws govern, among other things, emissions to air, discharges
to ground, surface water and groundwater, and the generation, handling, storage,
transportation, treatment and disposal of a variety of hazardous and
non-hazardous substances and wastes. Federal and state environmental laws and
regulations often require companies to obtain permits for these emissions and
discharges. Failure to comply with environmental laws, or to obtain, or comply
with, the necessary state and federal permits, can subject us to substantial
civil and criminal penalties.
Sentigen Biosciences and CMT operate laboratory facilities. Although we
believe that these facilities are in substantial compliance with all applicable
material environmental laws, it is possible that there are material
environmental liabilities of which we are unaware. If the costs of compliance
with the various existing or future environmental laws and regulations,
including any penalties that may be assessed for failure to obtain necessary
permits, exceed our budgets for these items, our business operations and
financial position could be materially adversely affected. In addition,
liability to third parties could have a material adverse effect on our business
operations and financial position. For the years ended December 31, 2004, 2003
and 2002, we did not make any material expenditures with respect to such
matters.
Potential Environmental Cleanup Liability. The Federal Comprehensive
Environmental Response, Compensation and Liability Act, as amended, and many
similar state statutes, impose joint and several liability for environmental
damages and cleanup costs on past or current owners and operators of facilities
at which hazardous substances have been discharged, as well as on persons who
generate, transport, or arrange for disposal of hazardous substances at a
particular site. In addition, the operator of a facility may be subject to
claims by third parties for personal injury, property damage or other costs
resulting from contamination present at or emanating from property on which its
facility is located. For the years ended December 31, 2004, 2003 and 2002, we
did not make any material expenditures with respect to such matters.
Permits. In connection with its business operations, CMT has obtained
permits from the New Jersey Department of Environmental Protection as both a
hazardous waste and medical waste generator. We believe that CMT's compliance
with these regulations, however, is on a voluntary basis since its operations
produce insufficient levels of chemical waste. We further believe that none of
CMT's medical
13
waste is deemed infectious. In addition, both CMT and Sentigen Biosciences have
obtained permits from the Nuclear Regulatory Commission for the use of
radioisotopes in connection with its research functions.
Other Regulations. In addition to the foregoing, we may be subject to
various other federal, state and local regulatory and licensing requirements as
the same are promulgated from time to time by the Environmental Protection
Agency, Food and Drug Administration, Nuclear Regulatory Commission, the New
Jersey Department of Environmental Protection and other federal, state and local
regulatory agencies. Failure by us to comply with any of these requirements
could result in the imposition of fines by governmental authorities or awards of
damages to private litigants. We have from time to time, made, and will continue
to make, capital and other expenditures necessary to monitor and to comply with
any applicable regulations. For the years ended December 31, 2004, 2003 and
2002, expenditures with respect to such matters was not material.
PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS
Our success depends in part on our ability to protect our proprietary
technologies and information, and to operate without infringing on the
proprietary rights of third parties. We rely on a combination of patent
applications, trade secrets, and trademarks, as well as confidentiality,
licensing and other agreements to establish and protect our proprietary rights.
We utilize certain proprietary information in connection with our research
and development operations, and the provision of our services, including
processes with respect to gene expression systems and screening assays. We rely
on customary principles of "work-for-hire" as well as technical measures to
establish and protect the ideas, concepts, and documentation of proprietary
technology and know-how and, in certain instances, have entered into
non-disclosure agreements with certain customers, prospects, consultants and
employees. Such methods, however, may not afford us complete protection, and we
cannot assure you that third parties will not independently develop such
know-how or obtain access to such know-how, ideas, concepts, and documentation.
It is expected that in the future we will need and attempt to obtain
licenses for patents and/or proprietary information from others to be utilized
in our operations. In connection with obtaining these licenses, appropriate
contractual arrangements, involving some form of payment from us, may well have
to be entered into. Although we believe that our technologies developed as a
result of our research programs and techniques employed in our service offerings
have been developed independently, we cannot assure you that the technologies
developed as a result of our research programs and techniques employed in our
service offerings do not and will not infringe on the rights of others or that
third parties will not assert infringement claims against us in the future. In
the case of infringement, we would, under certain circumstances, be required to
modify our operations or obtain a license. We cannot assure you that we will
have the financial or other resources necessary to successfully defend a patent
infringement or other proprietary rights infringement action or that we could
modify our operations or obtain a license if we were required to do so. Failure
to do any of the foregoing could have a material adverse effect on our business.
If our services or technologies are deemed to infringe upon the rights of
others, we could be liable for damages, which could have a material adverse
effect on us.
Sentigen Biosciences
During 2004, we applied to the United States Patent and Trademark Office
for a trademark on the Tango Assay System. Sentigen Biosciences also filed
several U.S. provisional applications on its proprietary technology, and plans
to file additional provisional and utility applications in the United States.
Sentigen Biosciences also plans to file additional patent applications in other
countries, that are seen as relevant markets for the commercialization of its
technology.
14
Cell & Molecular Technologies, Inc.
CMT has applied for a U.S. patent, in 2002, and has filed an
international, or PCT application, in 2003 on a process for the use of
"division-arrested" cells within cell-based assays for drug discovery. This
development is intended to enable drug discovery professionals to maintain
consistent cell-counts and cell quality within assays despite the increasing
density of screening formats and varying screening cycle times.
We believe that our technologies and service offerings at both Sentigen
Biosciences and CMT have been independently developed and do not infringe on the
rights of others. However, we are aware of patents and pending patent
applications which may issue as patents that are drawn to the same field as our
technologies and service offerings. We cannot assure you that our technology and
service offerings do not and will not, in the future, infringe upon the rights
of third parties.
EMPLOYEES
As of December 31, 2004, we had 48 full-time and 7 part-time employees.
These employees were engaged as follows:
- 16 in contract research and development services;
- 14 in research and development;
- 12 in the Specialty Media Division (discontinued operation as
of February 22, 2005);
- 9 in administration, information technology and accounting
- 3 in executive positions;
- 1 in sales and marketing.
None of our employees are covered by collective bargaining agreements. We
believe that we have good relationships with our employees.
RISK FACTORS
You should carefully consider the following risks, together with other
matters described in this Form 10-K in evaluating our business and prospects. If
any of the following risks occurs, our business, financial position or results
of operations could be harmed. In such case, the trading price of our common
stock could decline. The risks described below are not the only ones faced by
us. Additional risks not presently known or that are currently deemed immaterial
by us may also impair business operations. Certain statements in this Form 10-K
(including certain of the following factors) constitute forward-looking
statements. Please refer to the section entitled "Forward-Looking Statements" on
page 2 of this Form 10-K.
WE HAVE A HISTORY OF CONSOLIDATED NET LOSSES. WE EXPECT TO CONTINUE TO INCUR
CONSOLIDATED NET LOSSES, AND WE MAY NOT ACHIEVE PROFITABILITY ON A CONSOLIDATED
BASIS.
We have incurred consolidated net losses for each of the last three years
and our accumulated deficit as of December 31, 2004 was $4,043,443. We expect to
continue to incur substantial consolidated net losses in future periods. Our
consolidated net losses have resulted primarily from the significant
expenditures we have made on our research and development programs at Sentigen
Biosciences. We expect to increase our spending as we continue to expand our
research and development programs. As a result, we will need to generate
significant revenue and profitability growth from CMT to pay these costs and
achieve profitability. We cannot be certain whether or when we will become
profitable. In addition, should CMT's revenues and profitability deteriorate in
the future our consolidated net losses could also increase substantially.
15
A SUBSTANTIAL PORTION OF OUR REVENUES HAVE BEEN DERIVED FROM A LIMITED NUMBER OF
CUSTOMERS.
We have one customer who accounted for approximately 62%, 61% and 58% of
our consolidated annual revenues for the years ended December 31, 2004, 2003 and
2002, respectively. The decrease or loss of business from this customer could
have a material and adverse effect on our business, financial position and
results of operations. We do not have long-term contracts with this customer. We
believe that this customer will continue to account for a significant portion of
consolidated revenues in the 2005 and 2006 fiscal years. We cannot assure you,
however, that this customer will continue to generate significant revenues and
the decrease or loss of business from this customer, or any other significant
customers could have a material and adverse effect on our business, financial
position and results of operations.
A SUBSTANTIAL PORTION OF OUR WORKING CAPITAL IS USED TO FUND THE OPERATIONS OF
SENTIGEN BIOSCIENCES WHICH MAY OR MAY NOT RESULT IN THE DEVELOPMENT OF
COMMERCIALLY VIABLE PRODUCTS OR SERVICES.
A substantial portion of our working capital is used to fund the
operations of Sentigen Biosciences, one of our wholly-owned subsidiaries.
Sentigen Biosciences has focused its efforts entirely on research and
development since its inception in February 2000. Sentigen Biosciences has not
yet developed any products or services, has not generated substantial revenues
and has a limited operating history on which to base a meaningful evaluation of
its business or prospects. There is no assurance that Sentigen Biosciences will
develop any products or services and, if such products or services are
developed, that they will be commercially viable, especially in light of the
competition in the industry in which Sentigen Biosciences operates.
WE MAY NEED TO RAISE MORE CAPITAL TO FUND SENTIGEN BIOSCIENCES' EXPANDING
RESEARCH AND DEVELOPMENT PROGRAMS AND WE CANNOT ASSURE YOU THAT WE WILL BE ABLE
TO OBTAIN ADDITIONAL FINANCING WHEN NEEDED.
We may need to raise more capital to fund Sentigen Biosciences' expanding
research and development programs and to fully develop commercially viable
products or services. We cannot assure you that we will be able to obtain
additional financing when needed and on acceptable terms, if at all. It is
possible that any such financing may be dilutive to our current stockholders and
the terms of any debt financing may contain restrictive covenants limiting our
ability to do certain things, including paying dividends. Our ability to obtain
financing depends upon the status of our future business prospects, as well as
conditions prevailing in the capital markets. Our business, financial position
and results of operations will be materially and adversely affected if we cannot
raise additional capital when needed.
REVENUES ARE DEPENDENT ON THE CONTINUED RESEARCH NEEDS OF COMPANIES IN THE
PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES.
We are highly dependent on research and development expenditures by the
pharmaceutical and biotechnology industries. Additionally, products and services
under development by us will also be highly dependent on research and
development expenditures by the pharmaceutical and biotechnology industries.
Accordingly, our business, financial position and results of operations could be
materially and adversely affected by general economic downturns in these
industries and other factors resulting in a decrease in research and development
expenditures in the pharmaceutical and biotechnology industries. Furthermore, we
have benefited from the increasing trend among pharmaceutical and biotechnology
companies to hire outside organizations to conduct both small and large research
projects. This "outsourcing" practice has grown substantially over the past
several years and we believe that because of our multiple biologically based
capabilities, we are potentially well positioned to continue to take advantage
of this trend. If this trend in outsourcing were to change and companies in
these industries reduced their tendency to outsource their projects, our
business, financial position and results of operations could be materially and
adversely affected.
16
WE FACE INTENSE COMPETITION IN THE CONTRACT RESEARCH INDUSTRY.
The contract research industry is highly fragmented, with national and
regional companies ranging from large, full-service companies engaging in
contract research and development or reagent services to small, limited-service
companies which specialize in one particular aspect of research and development
or media production. Contract research companies compete on the basis of various
factors, including:
- reputation for on-time quality performance;
- expertise and experience in specific therapeutic areas;
- scope of service offerings and how well such services are integrated;
- strengths in various geographic markets;
- price;
- technological expertise and efficient drug development processes;
- the ability to acquire, process, analyze and report data in a timesaving
and accurate manner; and
- expertise and experience in health economics.
Many of our competitors have achieved significant national, regional and
local brand name and product recognition and engaged in frequent and extensive
advertising and promotional programs. Many of these competitors have
substantially greater financial, technical, marketing, personnel and other
resources than us. Furthermore, the contract research industry has begun
recently to attract attention from the investment community. This could lead to
increased competition for such additional sources of financing among the
contract research companies. While we believe that we can compete effectively,
we cannot assure you that we will be able to do so in the future.
DRUG DISCOVERY AND DEVELOPMENT IS AN INTENSELY COMPETITIVE BUSINESS THAT COULD
RENDER OUR TECHNOLOGIES OBSOLETE OR NONCOMPETITIVE.
Sentigen Biosciences has initially targeted its Tango Assay System to
address the functionalization of GPCRs in pharmaceutical drug discovery and
development. We believe that GPCRs are an important target class for drug
discovery efforts and that most pharmaceutical, some biotechnology and other
drug discovery organizations have internal programs focused on GPCRs. Another
entity could have, or could develop, an assay technology for GPCRs to discover
and develop drug leads or drug candidates more effectively, more efficiently or
at a lower cost than our technology. Sentigen Biosciences' future competitive
position depends on its ability to develop a platform that will be sufficiently
more cost-effective and technically advantageous than other currently available
technologies. While Sentigen Biosciences believes that its approach is unique
and will provide a superior technological solution, there are several other
platforms that have been developed and are being used in the pharmaceutical and
biotechnology industries. These other platforms are in direct competition with
or could replace our technologies and there could possibly be additional such
platforms under development elsewhere. There is no assurance that The Tango
Assay System will be accepted by commercial customers as a platform that is
sufficiently more effective than other commercially available platforms as to
mandate changing from their existing assay systems or that The Tango Assay
System platform will work effectively against all possible drug targets.
Sentigen Biosciences has not yet determined the size of the market for its
platform or the prices at which it could be marketed. In addition, as Sentigen
Biosciences has not yet entered into any discovery or development agreements
with biotechnology, pharmaceutical or other life science institutions, it is
unable to accurately assess the market for its Assay System.
We are also in the process of devoting a portion of Sentigen Biosciences'
effort and resources to the development of a novel molecular profiling system
which, if successful, we will attempt to commercialize. We are aware of several
other molecular profiling systems targeting panels of GPCRs that are currently
on the market. No assurance can be given that our profiling system, if
successfully developed, will be accepted by commercial customers in place of the
technologies currently on the market. In addition, we are unable at this time to
reliably assess the market for this platform or the prices at which Sentigen
Biosciences could charge for the system.
WE PROVIDE OUR SERVICES ON A FEE-FOR-SERVICES BASIS AND THEREFORE WE BEAR THE
RISK THAT THE COSTS INCURRED PROVIDING SUCH SERVICES WILL EXCEED THE FEES
CHARGED FOR SUCH SERVICES.
Our contracts are on a fee-for-service basis, providing for payments only
after certain research milestones have been reached. We do not receive residual
or royalty payments for future discoveries or uses involving the materials or
services provided to our customers. For the years ended December 31, 2004 and
2003, these fee-for-service contracts accounted for 97% and 100% of our
consolidated annual revenues, respectively. Since contracts are fee-for-service,
we bear the risk that the costs to perform such services will be more than the
corresponding fees that are charged for such services. Most of the contracts,
including those with governmental agencies, are terminable by the client
immediately or upon notice for a variety of reasons. Although the contracts
often require payment to us for expenses to terminate the project
17
and fees earned by us to date and, in some cases, a termination fee, the loss of
one or more large contracts could have a material and adverse effect on our
business, financial position and results of operations.
IF WE ARE UNABLE TO SUCCESSFULLY DEVELOP AND MARKET POTENTIAL NEW PRODUCTS AND
SERVICES, OUR GROWTH COULD BE ADVERSELY AFFECTED.
A key element of our growth strategy is the successful development and
marketing of new products and services, which complement or expand our existing
businesses or research programs. If we are unable to develop new services or
products and attract a customer base for those newly developed services or
products, we will not be able to implement our growth strategy, and our future
business, results of operations and financial position could be materially and
adversely affected.
THE UNAUTHORIZED USE OF OUR PROPRIETARY INFORMATION MAY HAVE AN ADVERSE EFFECT
ON OUR FINANCIAL CONDITION.
We utilize certain proprietary information in connection with our research
and development operations and the provision of our services, including
processes to "division arrest" cells, gene expression systems and screening
assays. To protect proprietary information, we rely on the customary principles
of "work-for-hire" and have entered into non-disclosure agreements with certain
employees, prospects, consultants and customers; however, these agreements can
be breached, and if they are, there may not be an adequate remedy available to
us. In addition, we have filed patent applications in the U.S. and other
countries covering aspects of our proprietary information; however, we cannot
assure you that patents will be granted on any of our patent applications. We
also cannot assure you that the scope of any of these patents, if granted, will
be sufficiently broad to offer meaningful protection. Further, third parties can
make, use and sell products in any country in which we have not filed for or do
not have patent protection. In addition, our patents, if issued, could be
successfully challenged, invalidated or circumvented so that our patent rights
would not create an effective competitive barrier. If third parties infringe on
any patents which do issue to us, our business, operations and financial
position may be adversely affected.
DEFENDING AGAINST CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT COULD BE
EXPENSIVE, COULD DISRUPT OUR BUSINESS OPERATIONS OR MATERIALLY ADVERSELY EFFECT
OUR FINANCIAL POSITION.
We believe our technology and service offerings have been independently
developed and do not infringe upon the proprietary rights of others; however, we
are aware of patents and pending patent applications which may issue as patents
that are drawn to the same field as our technology and service offerings. We
cannot assure you that our technology and service offerings do not, and will not
in the future, infringe upon the rights of third parties. We may be a party to
legal proceedings and claims relating to the proprietary information of others
from time to time in the ordinary course of business. We may incur substantial
expense in defending against these third-party infringement claims, regardless
of their merit. A successful claim might subject us to substantial monetary
liability and might require us to modify products or services, or obtain a
license. We may not have sufficient financial or other resources necessary to
successfully defend a patent infringement or other proprietary rights action. We
cannot assure you that we could modify our technologies, products or services,
or obtain a license in the event of an adverse judgment.
18
DUE TO EXPECTED FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS, YOU SHOULD NOT
RELY ON THE RESULTS OF ANY SINGLE QUARTER AS BEING INDICATIVE OF FUTURE RESULTS.
Our quarterly operating results are subject to volatility due to a variety
of factors. These factors include, but are not limited to:
- our ability to introduce new services and products successfully;
- market acceptance of existing or new services, products and prices;
- changes in customer research budgets which are influenced by the timing of
their research and commercialization efforts and their receipt of
government grants;
- commencement, completion or cancellation of large contracts;
- progress of ongoing contracts;
- the ability to consistently fill CMT's services pipeline with profitable
contracts;
- our ability to control or adjust research and development, marketing,
sales and general and administrative expenses in response to changes in
revenues.
Since a large percentage of our operating costs are relatively fixed,
variations in the timing and progress of large contracts can materially affect
quarterly results. Comparisons of our quarterly financial results are not
necessarily meaningful and should not be relied upon as an indication of future
performance. However, fluctuations in quarterly results could affect the market
price of our common stock in a manner unrelated to our long term operating
performance.
THE PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES ARE SUBJECT TO STRICT
ENVIRONMENTAL REGULATIONS.
Our operations are subject to evolving federal, state and local laws and
regulations relating to the protection of the environment. These laws and
regulations require that permits be obtained by us. Although we believe that we
are in substantial compliance with all applicable material environmental laws,
it is possible that there are material environmental liabilities of which we are
unaware. If the costs of compliance with the various existing or future
environmental laws and regulations, including any penalties which may be
assessed for failure to obtain the necessary permits, exceed our budgets for
such items, our business, operations and financial position could be materially
and adversely affected. We may also be required to expend substantial sums for
damages and cleanup costs due to its disposal of hazardous waste.
WE MAY BE FACED WITH POTENTIAL LIABILITY FOR INJURIES RESULTING FROM OUR
PRODUCTS.
We may be exposed to product liability claims as a result of the sale of
our products. Although we have obtained product liability insurance in the
aggregate amount of $2.0 million ($1.0 million per occurrence), and an umbrella
policy that provides a $10.0 million coverage (per occurrence or aggregate), we
cannot assure you that such insurance will fully cover any claims made by
customers against us. If a successful suit were brought against us,
unavailability or insufficiency of insurance coverage could have a material and
adverse effect on our business, operations and financial position. Moreover, any
adverse publicity arising from claims made against us, even if such claims were
unsubstantiated and unsuccessful, could adversely affect our reputation and
sales.
IF WE ARE UNABLE TO RETAIN THE SERVICES OF SEVERAL KEY MANAGEMENT, TECHNICAL
EMPLOYEES OR CONSULTANTS, OUR OPERATIONS MAY BE MATERIALLY ADVERSELY AFFECTED.
Our success substantially depends on the performance, contributions and
expertise of our senior management team, including, Joseph K. Pagano, Chairman
of the Board, President and Chief Executive Officer, Ronald C. Newbold,
Executive Vice President of Commercial Operations, Thomas Livelli, President and
Chief Executive Officer of Cell & Molecular Technologies, Inc. and Kevin J. Lee,
PhD, Vice President of Research of Sentigen Biosciences as well as our
scientific consultant, Dr. Richard Axel. The
19
departure of any of these persons or other executives, consultants or employees
could have a material adverse effect on us. Our performance also depends on our
ability to attract and retain qualified management and professional, scientific
and technical operating staff, as well as our ability to recruit qualified
representatives for contract sales services. If we are unable to attract and
retain qualified personnel, our business, results of operations or financial
position could be materially adversely affected.
OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE SUBSTANTIAL CONTROL OVER OUR AFFAIRS
AND YOU MAY NOT BE ABLE TO INFLUENCE THE OUTCOME OF IMPORTANT MATTERS INVOLVING
US.
Executive officers and directors will have the power to, in the aggregate,
direct the vote of approximately 40% of our common stock; therefore, these
persons may have the power to exert substantial influence over our business
policies and affairs and substantially affect the outcome of any matter
submitted to a vote of our stockholders, including the election of directors as
well as mergers, sales of substantially all of our assets and other changes in
control.
THE MARKET PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE AND THERE IS CURRENTLY
ONLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK.
The market price of our common stock has been highly volatile and may
continue to be volatile in the future. As a result of our stock price
volatility, it is difficult to determine our true market value. Additionally, in
2004, the average daily trading volume in our common stock was less than 2,000
shares. The lack of an active trading market could adversely affect the price of
our common stock and your ability to sell shares of our common stock.
POSSIBLE ADDITIONAL ISSUANCES WILL CAUSE DILUTION.
As of December 31, 2004 we have 7,470,692 shares of common stock
outstanding. In addition, options to purchase an aggregate of 1,415,221 shares
of common stock and warrants to purchase an aggregate of 44,810 shares of our
common stock are also outstanding. We are authorized to issue up to 20,000,000
shares and are therefore able to issue additional shares without being required
to obtain stockholder approval. Thus, investors in our common stock could find
their holdings drastically diluted, which if it occurs, means that they will own
a smaller percentage of our outstanding common stock.
WE CURRENTLY DO NOT INTEND TO PAY CASH DIVIDENDS ON OUR SHARES.
We have never declared or paid any cash dividends on our common stock, nor
do we plan on doing so in the future. The payment of dividends, if any, in the
future is within the discretion of our board of directors and will depend upon
our earnings, capital requirements and financial condition as well as other
relevant factors. We currently intend to retain all earnings, if any, to finance
our potential growth and the development of our business. Furthermore, our
ability to declare or pay dividends may be limited in the future by the terms of
any then-existing credit facilities, which may contain covenants that restrict
the payment of cash dividends.
IF WE DO NOT EFFECTIVELY MANAGE POTENTIAL GROWTH WE MAY EXPERIENCE IN THE
FUTURE, OUR OPERATIONS COULD BE DISRUPTED OR OUR FINANCIAL CONDITION COULD BE
IMPAIRED.
The potential growth of our business could place a significant strain on
management systems and resources and may require us to implement new operating
and financial systems, procedures and controls. The failure to manage any growth
and expansion that may result in the future could adversely affect our business,
results of operations and financial position.
20
OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER OF THE COMPANY.
Provisions in our certificate of incorporation and bylaws may have the
effect of delaying or preventing a change of control or changes in management
that a stockholder might consider favorable. These provisions include, among
others:
- the right of the board to elect a director to fill a space created
by the expansion of the board;
- the ability of the board to alter our bylaws; and
- the ability of the board to issue a series of preferred stock
without stockholder approval.
ITEM 2. PROPERTIES
Our executive offices are located at 445 Marshall Street, Phillipsburg,
New Jersey. We lease the following properties:
COMPANY PURPOSE AND TERMS
- ----------- -----------------
CMT In November 2001, CMT signed a 44-month lease for approximately
11,000 square feet of laboratory and office/warehouse space at
445 Marshall Street, Phillipsburg, New Jersey. This facility
accommodates the respective service groups within CMT as well as
our executive office. Rental expense totaled $160,092 for the
year ended December 31, 2004.
In March 2001, CMT signed a 3-year lease for approximately 3,000
square feet of laboratory space at 418 Industrial Drive, North
Wales, Pennsylvania. This space accommodates the HTS support
services group. Rental expense totaled $18,000 for the year ended
December 31, 2004. CMT is currently on a month to month lease for
the 418 Industrial Drive location. In February 2003, CMT signed a
3-year lease to expand this location by an additional 3,000
square feet in a connected space at 422 Industrial Drive, North
Wales, Pennsylvania. Rental expense for this area totaled $18,000
for the year ended December 31, 2004.
Sentigen In May 2000, Sentigen Biosciences leased approximately 2,000
Biosciences square feet of laboratory space at 3960 Broadway, New York, New
York. In October 2004, we signed a one-year extension on this
location. In October 2004 we expanded this location by an
additional 700 square feet. Rental expense for the 3960 Broadway
location totaled $82,161 for the year ended December 31, 2004.
Sentigen We lease approximately 980 square feet of administrative office
Holding space for use by our Board of Directors and Executive Officers at
Corp. 434 East Cooper Street, Aspen, Colorado. This lease expires on
April 30, 2005. Rental expense totaled $39,450 for the year ended
December 31, 2004.
We utilize, but do not lease, a hotel suite in midtown, New York
City for occupancy by senior company personnel and for meetings
with consultants, advisors, potential investors, directors, etc.
The hotel suite is in lieu of a Company apartment or midtown
office facilities. The total occupancy cost of this facility
totaled $71,995 for the year ended December 31, 2004.
We routinely evaluate our facilities for adequacy in light of our business
plans. Our business plans may require us to lease additional facilities in the
future.
21
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
22
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock trades on The NASDAQ SmallCap Market under the symbol
SGHL. The following table sets forth the high and low bid prices for our common
stock as reported by The NASDAQ SmallCap Market.
HIGH ($) LOW ($)
--------- ---------
2003
First quarter $ 5.7500 $ 4.7300
Second quarter 5.0700 3.8500
Third quarter 4.8300 4.6000
Fourth quarter 5.9600 4.4600
2004
First quarter $ 11.6500 $ 5.6500
Second quarter 10.0000 6.2500
Third quarter 8.6700 6.0000
Fourth quarter 9.0000 6.0000
2005
First quarter $ 7.1000 $ 5.5000
(through March 30,
2005)
On March 30, 2005, the last sale price for our common stock was $5.00, as
reported by The NASDAQ SmallCap Market. As of March 30, 2005, we had 7,471,692
shares of our common stock outstanding and there were approximately 340
stockholders of record of our common stock, one of which is Cede & Co., a
nominee for Depository Trust Company (or DTC). Shares of common stock that are
held by financial institutions as nominees for beneficial owners are deposited
into participant accounts at DTC, and are considered to be held of record by
Cede & Co. as a single stockholder.
DIVIDEND POLICY
To date, we have not declared or paid any cash dividends on our common
stock. We do not expect to declare or pay any cash dividends in the foreseeable
future. We intend to retain all earnings, if any, to finance the continued
development of our business. Payments of any future cash dividends on our common
stock is at the discretion of our board of directors after taking into account
various factors, including our financial condition, operating results, current
and anticipated cash needs, plans for expansion and other factors that our board
of directors deem relevant.
RECENT SALES OF UNREGISTERED SHARES
None.
23
ITEM 6. SELECTED FINANCIAL DATA
The following selected statement of operations data for the years ended
December 31, 2004, 2003 and 2002 and the selected balance sheet data as of
December 31, 2004 and 2003 have been derived from our audited consolidated
financial statements and accompanying notes that are included elsewhere in this
Form 10-K. The selected statement of operations data for the years ended
December 31, 2001 and 2000 and the selected balance sheet data as of December
31, 2002, 2001 and 2000 have been derived from our audited financial statements
and accompanying notes which are not included within this Form 10-K.
The statement of operations data and the balance sheet data as of and for
the years ended December 31, 2004, 2003, 2002, 2001 and 2000 present the results
of the Specialty Media Division as discontinued operations. The information set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and the notes thereto appearing elsewhere in this report.
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
STATEMENT OF OPERATIONS DATA:
Total revenues $ 6,315,053 $ 6,076,502 $ 4,555,242 $ 3,905,549 $ 3,025,071
------------ ------------ ------------ ------------ ------------
Income after direct costs $ 4,025,871 $ 4,206,733 $ 3,094,612 $ 2,462,402 $ 1,875,845
Operating expenses 6,884,783 5,863,668 4,608,243 4,226,165 2,569,204
------------ ------------ ------------ ------------ ------------
Operating loss (2,858,912) (1,656,935) (1,513,631) (1,763,763) (693,359)
Interest income,
net of interest expense 179,849 35,567 262,341 533,750 218,899
Provision for income taxes 87,776 63,699 59,383 59,742 46,276
------------ ------------ ------------ ------------ ------------
Loss from
continuing operations (2,766,839) (1,685,067) (1,310,673) (1,289,755) (520,736)
Income from discontinued
operations, net of tax 1,052,319 811,879 788,642 642,166 394,021
------------ ------------ ------------ ------------ ------------
Net loss $ (1,714,520) $ (873,188) $ (522,031) $ (647,589) $ (126,715)
============ ============ ============ ============ ============
Basic and diluted loss per
share of common stock from
continuing operations $ (0.37) $ (0.23) $ (0.18) $ (0.18) $ (0.08)
============ ============ ============ ============ ============
Basic and diluted income per
share of common stock from
discontinued operation $ 0.14 $ 0.11 $ 0.11 $ 0.09 $ 0.06
============ ============ ============ ============ ============
Basic and diluted net loss
per share of common stock $ (0.23) $ (0.12) $ (0.07) $ (0.09) $ (0.02)
============ ============ ============ ============ ============
Balance Sheet Data:
Working capital $ 9,569,381 $ 10,289,207 $ 9,999,074 $ 10,062,565 $ 5,569,260
------------ ------------ ------------ ------------ ------------
Total assets $ 13,388,743 $ 13,123,379 $ 13,148,435 $ 12,862,944 $ 13,419,909
------------ ------------ ------------ ------------ ------------
Long term debt $ 784,495 $ 551,872 $ 788,260 $ 662,519 $ 375,372
------------ ------------ ------------ ------------ ------------
Stockholders' equity $ 10,062,952 $ 10,931,194 $ 10,870,489 $ 10,950,382 $ 11,351,799
------------ ------------ ------------ ------------ ------------
24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MANAGEMENT OVERVIEW
We are a biotechnology company conducting business through two-wholly
owned operating subsidiaries, Sentigen Biosciences and CMT. Sentigen Biosciences
has been primarily engaged in the development and commercialization of novel
bioassay systems that elucidate the underlying biology of protein-protein
interactions. Sentigen Biosciences has initially targeted its Tango(TM) Assay
System to address the functionalization of G protein-coupled receptors (GPCRs)
for pharmaceutical drug discovery and development. CMT provides contract
research and development services to companies engaged in the drug discovery
process.
At CMT, we are expending time and resources to broaden our customer base
and our service offerings to the drug discovery community. At Sentigen
Biosciences, we are spending our time and resources to execute the development
and commercialization of the Tango Assay System. Sentigen Biosciences is in the
process of devoting a portion of its research effort and resources to the
development of a novel molecular profiling system, which if successful, the
Company will attempt to commercialize. Sentigen Biosciences believes that the
ability to profile the cross-reactivity of lead drug compounds against a wide
range of GPCRs in the Tango System could result in the generation of selectivity
profiles for drug candidates, thereby enabling the identification of more
specific drugs with fewer side effects.
The earnings to date generated from our base business at CMT have provided
us, in part, with the financial resources to execute our research program at
Sentigen Biosciences. Our continued success in these efforts depends on CMT's
ability to broaden its customer base and expand its portfolio of services to the
drug discovery community. To this end, the management team at CMT has spent its
time developing its business through trade conferences, exhibition and project
collaborations that demonstrate CMT's sophisticated service platform and
research products to companies engaged in the drug discovery process.
On February 22, 2005 we sold the assets of Specialty Media, a division of
CMT, for $6.5 million in cash to Serologicals Corporation. Accordingly, the
assets and liabilities of Specialty Media have been accounted for as assets and
liabilities held for sale in our consolidated balance sheets. In addition, the
statements of operation for Specialty Media have been accounted for as
discontinued operations, net of tax in our consolidated statements of operation.
Sentigen Biosciences has been primarily focused on research and
development, and has participated in various scientific and industry conferences
and met with leading pharmaceutical, biotechnology and agricultural companies in
an effort to raise awareness of its technologies among constituents in those
communities. Sentigen Biosciences intends to seek strategic discovery and
development partnerships around key molecular targets with biotechnology,
pharmaceutical and other life sciences research institutions. Sentigen
Biosciences has not generated any revenues from these activities and while we
have met and continue to meet with these institutions we have not yet entered
into any drug discovery or development agreements nor can any assurance be given
that we will be able to do so on terms that are acceptable to us.
Substantial amounts of additional financing either directly or through
partnerships may be required to fully commercialize the systems and research
programs undertaken by us. There is no assurance that such financing can be
obtained on reasonable terms.
25
CRITICAL ACCOUNTING POLICIES
Sentigen Biosciences
The operations of Sentigen Biosciences are reflected as research and
development expenses in our consolidated statements of operations. Sentigen
Biosciences operations, since its inception in February 2000, consist entirely
of research and development. Research and development costs are expensed as such
costs are incurred.
On July 26, 2004, we were awarded a contract by the Technical Support
Working Group (TSWG) - an interagency government office with representatives
from the Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other threats. The
contract, entitled "Olfactory Receptor Microarray-Based Sensor for Explosives
Detection (ORM-EDS)", will provide Sentigen Biosciences with $1.65 million in
research funding through July 2006. We are conducting research for the
development of a freestanding sensor for the detection of explosive agents. The
sensor is aimed at reproducing the sensitivity, versatility and chemical range
of the mammalian nose. We are attempting to isolate, produce and assemble
mammalian olfactory receptors into microarrays that would allow the nano-scale
monitoring of patterns of olfactory receptor activation resulting from exposure
to potentially harmful agents. The contract provides for the reimbursement of
research expenditures plus a fixed profit margin. Through December 31, 2004 we
have earned revenues of $183,213 under this contract, while incurring total
costs of $174,489.
On August 19, 2002, Sentigen Biosciences was awarded a Federal Phase I
Grant in the amount of $100,003 from the National Institute of Health. The term
of the grant was from September 1, 2002 through February 28, 2003. The grant
provided for the direct costs of a specific project within Sentigen Biosciences
overall research program (budgeted in the grant for $75,000) as well as an
allocation for the facilities and administrative costs of Sentigen Biosciences
related to the project (budgeted in the grant at $25,003). Sentigen Biosciences
completed the research project covered under the grant and all funds were
received from the National Institute of Health as of December 31, 2002. The
receipt of funds under the grant were accounted for as revenue, the direct costs
of the project were accounted for as direct costs and the related facilities and
administrative costs were shown as operating expenses in our consolidated
statements of operations.
Cell & Molecular Technologies, Inc.
Revenue, income after direct costs (also referred to as "gross margin on
revenues" or "gross margin") and net income are used to measure and evaluate the
financial results of CMT.
Revenue Recognition. CMT's services are performed on a fee-for-service,
fixed contract basis that provide for payments after specific research
milestones are achieved. Revenues for fixed price contracts with a term of less
than 12 months are recognized when specific research milestones are achieved.
Work-in-process, representing time and costs incurred on projects in process in
excess of amounts billed to customers, are recorded as "Unbilled services" on
our consolidated balance sheets. Unearned revenue represents amounts billed in
excess of costs incurred and are recorded as liabilities on our consolidated
balance sheets.
Direct Costs. The major classes of direct costs for CMT are as follows:
(1) costs incurred for direct materials used in the services performed under
research contracts, (2) an allocation of the compensation costs for the time
incurred on such contracts by scientists, (3) an allocation of indirect
materials costs for general laboratory expenses incurred for the benefit of all
contracts in process and (4) an allocation of certain general and administrative
expenses incurred by CMT.
Selling, General and Administrative Expenses. The major classes of
selling, general and administrative expenses incurred by CMT are as follows: (1)
compensation and employee benefit costs of CMT's management, sales, and
administrative staff, (2) compensation and employee benefit costs for the time
of scientific and production personnel spent on selling, general and
administrative activities, (3)
26
facilities rental, utilities, communication costs and related operating
expenses, (4) marketing, sales and advertising costs, (5) business travel
expenses, (6) commercial and product liability insurance costs, (7) repairs and
maintenance costs on facilities and laboratory equipment and (8) professional
fees for legal and accounting services.
Sentigen Holding Corp.
The expenses of the parent company, Sentigen Holding Corp. are reflected
as "Corporate overhead" expenses in our consolidated statements of operations
and include the following major classes: (1) compensation and employee benefits
cost for the chairman of the board, chief financial officer, executive vice
president of commercial operations and administrative assistant, (2)
professional fees for legal and accounting services, (3) office rental,
utilities and communication costs, (4) stock market listing fees and other
related public company expenses and (5) business travel expenses.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Management bases these estimates and assumptions
upon historical experience and existing, known circumstances. Actual results
could differ from those estimates. Specifically, management must make estimates
in the following areas:
Allowance for doubtful accounts. Our consolidated balance sheet includes a
reserve against receivables for estimated losses that may result from customers'
inability to pay. Management determines the amount of the reserve by analyzing
uncollectible accounts, aged receivables, and customers' creditworthiness.
Amounts later determined and specifically identified to be uncollectible are
charged against this reserve. To minimize the likelihood of uncollectible
accounts, customers' creditworthiness is reviewed periodically based on our
experience with the customer and external credit services (if necessary) and
adjusted accordingly. Should a customer's account become past due, a hold is
generally placed on the account and further services are discontinued to that
customer, minimizing further risk of loss. Additionally, all accounts with aged
balances greater than one year are fully reserved.
Impairment of intangibles. Our intangible assets consist primarily of
license costs of $317,515 as of December 31, 2004, and are the result of the
April 10, 2000 exclusive licensing agreement with the Trustees of Columbia
University. The value of the license reflects the closing share price of our
common stock on April 10, 2000 (the closing date of the agreement with the
Trustees of Columbia University) multiplied by the 75,000 shares of common stock
issued to Columbia less accumulated amortization. The value of the license is
subject to an amortization period of 17 years. Management reviews the value of
the license for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be fully recoverable. A review for
impairment includes comparing the carrying value of the license to an estimate
of the undiscounted net future cash inflows over the life of the license. The
license is considered to be impaired when the carrying value exceeds the
calculation of the undiscounted net future cash inflows or fair market value. An
impairment loss in the amount of the excess would be recognized in our
consolidated statements of operations if the carrying value exceeded the fair
market value of the license. We believe no such loss is necessary as of December
31, 2004.
Stock-based compensation. SFAS No. 123 "Accounting for Stock-Based
Compensation", encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. We continue to
account for stock-based compensation to employees using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees". APB No. 25 requires no recognition of compensation
expense for the stock-based compensation arrangements provided that the exercise
price is equal to the market price at the date of the grants. Options granted to
non-employees are valued at either the fair value of the consideration
27
received, or the fair value of the equity instruments issued, whichever is more
reliably measurable. The expense for options issued to non-employees is recorded
as stock based compensation in our consolidated statements of operations. The
fair value of each option grant is estimated using the Black-Scholes
option-pricing model. The Black-Scholes model requires management to estimate
common stock price volatility, risk-free interest rates and other parameters in
order to determine the fair value of an option grant. We also adopted the
provisions of SFAS No. 148, "Accounting for Stock-Based Compensation
- --Transition and Disclosure, an amendment of SFAS No. 123."
Deferred Tax Valuation Allowance. In accordance with SFAS No. 109,
"Accounting for Income Taxes," a deferred tax asset or liability is determined
based on the difference between the financial statement and tax basis of assets
and liabilities as measured by the enacted tax rates which will be in effect
when these differences reverse. We provide a valuation allowance against net
deferred tax assets unless, based upon the available evidence, it is more likely
than not that the deferred tax assets will be realized.
OFF-BALANCE-SHEET ARRANGEMENTS
As of December 31, 2004, we did not have any off-balance-sheet
arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 2004 TO YEAR ENDED DECEMBER 31, 2003
Revenues. Revenues for the year ended December 31, 2004 were $6,315,053
compared to revenue of $6,076,502 for the year ended December 31, 2003, an
increase of $238,551 or 4%. For the year ended December 31, 2004, revenues
attributable to CMT were $6,126,840 and grew 1% when compared to revenues for
the year ended December 31, 2003. The remainder of the increase was primarily
the result of the revenues earned by Sentigen Biosciences under the initiation
of our contract with Technical Support Working Group (TSWG) - an interagency
government office with representatives from the Departments of Defense, State
and Homeland Security - to develop advanced biotechnology for the detection of
explosives and other threats. Under this contract we earned $183,213 during the
year ended December 31, 2004.
An analysis of the services revenue earned by CMT is as follows:
FOR THE YEAR ENDED
DECEMBER 31,
------------------------------------ PERCENT
2004 2003 CHANGE
------------- ------------- -------
HTS contract $ 2,400,000 $ 2,400,000 -%
All other contracts 3,726,840 3,676,502 1%
------------- -------------
Total $ 6,126,840 $ 6,076,502 1%
============= =============
The services revenue for high-throughput screening, or HTS, services is
derived from one contract with Merck & Co., Inc. The contract had a term of one
year, and ended on December 31, 2004. The contract provided for payments to CMT
of $200,000 per month in exchange for a fixed number of cell and reagent
deliveries to support the customer's HTS program. If actual deliveries during
2004 exceeded the fixed number of deliveries provided for in the contract
additional deliveries would have been billed at the rate of $909 per delivery.
The contract also provided for a credit against other services (in addition to
the base contract value) performed for the customer in 2005 if actual deliveries
during 2004 fell below the fixed number of deliveries provided for in the
contract. The contract states that the credit against the value of future
additional services performed in 2005 could not exceed 30% of the value of the
additional services performed in addition to the base contract value for 2004.
At December 31, 2004 unearned revenue totaled $14,045 to account for the value
of the credit which is due in 2005.
28
On March 14, 2005, this contract was renewed on substantially similar same
terms for the year ending December 31, 2005, except that additional deliveries
in excess of the fixed deliveries provided for in the contract will be billed at
the rate of $1,000 per delivery.
The 1% increase in other contracts was the result of the study agreement
we signed on August 18, 2004, with Merck & Co., Inc. Under the agreement CMT
will develop, bank and study certain cell lines based on standards and protocols
specified by Merck & Co., Inc. The agreement provides for total payments to CMT
of $1,338,130. Under the agreement Merck & Co., Inc. made up-front payments
totaling $1,003,598, of those payments $490,060 was accounted for as earned
revenues during 2004, based on the milestones completed under the agreement,
while the remainder is accounted for as customer deposits in our consolidated
balance sheet. The $490,060 of revenue earned during 2004 was partially offset
by a decline in revenue from the completion of a contract which did not renew in
2004.
Income after Direct Costs and Gross Margin. Income after direct costs for
the year ended December 31, 2004 was $ 4,025,871 (a gross margin on revenue of
64%) compared to income after direct costs of $4,206,733 (a gross margin on
revenue of 69%) for the year ended December 31, 2003. This was primarily the
result of an increase in direct materials costs at CMT as a percentage of
services revenue. Gross margin for CMT declined from 69% in 2003 to 65% in 2004,
the components of direct costs as a percentage of contract revenues for CMT for
the years ended December 31, 2004, and 2003 are as follows:
FOR THE YEAR ENDED
DECEMBER 31,
------------------
2004 2003
---- ----
Reagents and materials 21% 17%
Labor 11% 11%
Allocation of selling,
general and
administrative costs 3% 3%
-- --
Direct cost as a
percentage of
contract revenues 35% 31%
== ==
Operating Expenses. Operating expenses for the year ended December 31,
2004 were 6,884,783 compared to 5,863,668 for the year ended December 31, 2003.
This increase of $1,021,115 or 17% was primarily the result of the following:
- Research and development expenses (including the costs under the
TSWG contract) increased $735,740 or 67% due to higher
professional fees and research expenses at Sentigen Biosciences
associated with the expansion of our research programs, and the
initiation of the TSWG contract which accounted for $51,720 in
costs and did not exist during 2003.
- Corporate overhead expenses increased $524,428 or 41%. The
increase was primarily due to the increased costs associated with
a full year of salary and consulting fees paid to our former
executive vice president of commercial operations as well as
higher professional fees.
- Depreciation and amortization costs increased $55,170 or 12%.
This increase is attributable to depreciation on capital
expenditures made by CMT in 2004.
29
These increases were partially offset by:
- Selling, general and administrative expenses of CMT declined
$136,600 or 7% due to lower general costs associated with
marketing and sales expenses as well as lower consulting and
service fees.
- A decline in stock based compensation costs of $157,623 or 17%.
The decline in stock based compensation results from the one-time
charge taken in September 4, 2003 as a result of the amendment to
a stock option agreement with our Chairman of the Board, Chief
Executive Officer and President. This decline attributable to
this one-time charge was partially offset by increases in the
fair values of stock options granted to non-employee scientific
consultants resulting from the increase in the price of our
common stock during the three months ended March 31, 2004.
Loss from Continuing Operations. Loss from continuing operations for the
year ended December 31, 2004 was $2,766,839, compared to a loss from continuing
operations of $1,685,067 for the year ended December 31, 2003, an increase of
64%. The breakdown of our net loss from continuing operations for the year ended
December 31, 2004 as compared to the year ended December 31, 2003 is as follows:
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------- PERCENT
2004 2003 CHANGE
----------- ----------- -----------
Income from operations
provided by CMT $ 1,342,984 $ 1,725,336 (22%)
Loss from operations of
Sentigen Biosciences (2,114,737) (1,259,673) (68%)
Parent company expenses (2,087,159) (2,122,598) 2%
Net interest income 179,849 35,567 406%
Provision for income taxes (87,776) (63,699) (38%)
----------- -----------
Total $(2,766,839) $(1,685,067) (64%)
=========== ===========
The income from operations provided by CMT declined 22% for the year ended
December 31, 2004 compared to the year ended December 31, 2003. The decline is
attributable to increased depreciation and amortization costs as well as
increased direct materials costs on services revenue. The loss from operations
of Sentigen Biosciences increased 68% due to the expansion of our research
programs. Net interest income increased 406% due to the investment of our cash
and cash equivalents in two-year U.S. Treasury Notes during 2004. Our provision
for income taxes increased due to higher state income taxes at CMT.
Income from Discontinued Operation, net of taxes. Income from discontinued
operations includes the income from operations of the Specialty Media Division
of CMT, net of income taxes. The Division was sold to Serologicals Corporation
on February 22, 2005 for $6.5 million in cash. Income from discontinued
operation, net of tax for the year ended December 31, 2004 increased 30% when
compared to the year ended December 31, 2003. The increase is attributable to a
12% increase in revenues augmented by a decline in overhead costs associated
with the operation of the divison.
30
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 2003 TO YEAR ENDED DECEMBER 31, 2002
Revenues. Revenues for the year ended December 31, 2003 were $6,076,502
compared to revenue of $4,555,242 for the year ended December 31, 2002. This
increase of $1,521,260 or 33%, was the result of an increase of $1,621,263, or
36%, in services revenue from CMT, offset, in part, by a decrease of $100,003,
or 100% in grant revenues from Sentigen Biosciences. Our consolidated revenues
in 2003 were entirely attributable to the operations of CMT.
An analysis of the services revenue earned by CMT is as follows:
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
PERCENT
2003 2002 CHANGE
----------- ----------- -------
HTS contract $ 2,400,000 $ 2,004,000 20%
All other contracts 3,676,502 2,451,239 50%
----------- -----------
Total $ 6,076,502 $ 4,455,239 36%
=========== ===========
The services revenue for high-throughput screening, or HTS, services is
derived from a retainer contract. The contract provided for payments of $200,000
per month, regardless of the volume of services performed during the month. The
term of the contract was for one year and ended on December 31, 2003. The 20%
increase in the revenues received under the contract resulted from the increase
in HTS services required by the customer to support its HTS programs during the
year ended December 31, 2003 compared to the year ended December 31, 2002. The
50% growth in services revenue from other contracts was driven by mouse genetics
services and protein expression services.
Income after Direct Costs and Gross Margin. Income after direct costs for
the year ended December 31, 2003 was $4,206,733 (a gross margin on revenue of
69%) compared to income after direct costs of $3,094,612 (a gross margin on
revenue of 68%) for the year ended December 31, 2002.
Operating Expenses. Operating expenses for the year ended December 31,
2003 were $5,863,668 compared to $4,608,243 for the year ended December 31,
2002. This increase of $1,255,425 or 27% was primarily the result of the
following:
- Selling, general and administrative expenses of CMT increased
$182,075 or 10% due to higher commercial insurance expenses,
higher compensation expenses and higher marketing and sales
expenses.
- Research and development expenses increased $201,723, or 22%
due to higher professional fees and research expenses at
Sentigen Biosciences.
- Corporate overhead expenses increased $206,815 or 19%. The
increase was primarily due to the increased costs associated
with the hiring of our Executive Vice President of Commercial
Operations and increased professional fees for legal services.
- An increase in stock based compensation costs of $720,763. The
increase in stock based compensation results from the
September 4, 2003 amendment to a stock option agreement with
our Chairman of the Board, Chief Executive Officer and
President. The stock option is for the purchase of 217,000
shares of our common stock at $1.625 per share and was
originally granted on May 1, 1996. The stock option is fully
vested and would have expired on April 30, 2004. The amendment
extended the life of the option to April 30, 2006. All other
terms of the stock option agreement remain unchanged. As a
result of this amendment and according to FASB Interpretation
No. 44 to APB Opinion No. 25 we recognized stock based
compensation in the amount of $820,407.
- These increases were partially offset by a decrease of $30,948
in depreciation and amortization expenses.
31
Loss from Continuing Operations. Loss from continuing operations for the
year ended December 31, 2003 was $1,685,067, compared to a loss from continuing
operations of $1,310,673 for the year ended December 31, 2002, an increase of
29%. The breakdown of our net loss from continuing operations for the years
ended December 31, 2003 as compared to the year ended December 31, 2002 is as
follows:
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------
PERCENT
2003 2002 CHANGE
------------ ------------ -------
Income from operations
provided by CMT $ 1,725,336 $ 709,455 143%
Loss from operations of
Sentigen Biosciences (1,259,673) (1,124,787) (12%)
Parent company expenses (2,122,598) (1,098,299) (93%)
Net interest income 35,567 262,341 (86%)
Provision for income taxes (63,699) (59,383) 7%
------------ ------------
Total $ (1,685,067) $ (1,310,673) (29%)
============ ============
The increased income from operations provided by CMT was driven by its 36%
increase in revenues. The revenue increase was augmented by reduced selling,
general and administrative costs as a percentage of revenue. The loss from
operations of Sentigen Biosciences increased due to higher research costs and
professional fees. The loss from holding company expenses increased by 93% due
to the additional stock based compensation of $820,407 recognized for the
extension of the life of a stock option previously granted to our Chairman of
the Board, Chief Executive Officer and President and the additional costs
associated with the hiring of our Executive Vice President of Commercial
Operations. Interest income, net of interest expenses declined 86% due to the
decline in yields on U.S. Treasury and money market securities, in which we
invest our available cash.
Income from Discontinued Operation, net of taxes. Income from discontinued
operations includes the net income of the Specialty Media Division of CMT, net
of income taxes, which was sold to Serologicals Corporation on February 22, 2005
for $6.5 million in cash. Income from discontinued operation, net of tax for the
year ended December 31, 2003 increased 3% when compared to the year ended
December 31, 2002. The increase was generally attributable to price increases
implemented in the division.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2004 we had $347,560 in cash and cash equivalents and
$9,738,938 invested in U.S. Treasury Notes. Our working capital as of December
31, 2004 was $9,569,381. During the year ended December 31, 2004 we financed our
operations through working capital and capital expenditures primarily through a
commercial bank loan and a capital lease.
On February 22, 2005, we purchased a $5,000,000 face value, 3.125%, U.S.
Treasury Note, maturing on January 31, 2007 with a portion of the proceeds from
the sale of the Specialty Media Division.
On May 11, 2004 we purchased a $9,000,000 face value, 3.125% U.S. Treasury
Note maturing on May 15, 2007. On October 5, 2004 we purchased a $750,000 face
value, 2.500% U.S. Treasury Note maturing on September 30, 2006. These purchases
account for the majority of the $9,739,392 decline in cash and cash equivalents
reported in our consolidated statement of cash flow for the year ended December
31, 2004.
On January 22, 2003 we sold $5,250,000 face value, 2.125% U.S. Treasury
Notes maturing on October 31, 2004. The proceeds from the sale were reinvested
in 90-day U.S. Treasury Bills. Capital gains
32
recognized from the transaction were minimal. This sale accounts for the
majority of the $5,266,985 increase in cash and cash equivalents reported in our
consolidated statement of cash flows.
We believe that our financial resources will be sufficient to fund
operations and capital requirements for at least the next 12 months. However,
substantial amounts of additional financing either directly or through
partnerships may be required to fully commercialize the systems and research
programs undertaken by us. There is no assurance that such financing can be
obtained on reasonable terms. It is possible that any such financing may be
dilutive to current stockholders and the terms of any debt financings likely
could contain restrictive covenants limiting our ability to do certain things,
including paying dividends. Our ability to obtain financing depends upon the
status of future business prospects, as well as conditions prevailing in the
capital markets.
Sentigen Biosciences
Sentigen Biosciences was formed in February of 2000 and is focusing on
research and development activities. The licensing agreement with Columbia that
we entered into in April 2000 required us to contribute a minimum of $1,000,000
into Sentigen Biosciences within one year of the date of the agreement (by April
2001) or we must have been involved in active negotiations to raise $1,000,000
in additional funding. We satisfied this provision through the consummation of a
private placement in November 2000 in which we sold 863,834 shares of our common
stock at $6.00 per share for aggregate gross proceeds of $5,183,004.
Another provision of the agreement required that a minimum of $50,000 per
six month period or $100,000 per annual period be spent on bona fide research
and development of the patents and licenses subject to the agreement from the
second through the fourth years of the agreement (April 2002 through April 2004)
or we must have been involved in active negotiation to raise $1,000,000 in
additional funding. We satisfied this provision through April 2004.
On May 27, 2004 we entered into a second license agreement with Columbia
for the exclusive license to Columbia's rights under patent applications
developed jointly by us and Columbia in the area of assaying receptor activity.
In consideration of the May 27, 2004 exclusive license agreement, we agreed to
the following:
- We will pay Columbia a royalty totaling 5% of the net sales
received by us on any products developed by us and approved by
the Food & Drug Administration ("FDA").
- We will also pay to Columbia a royalty totaling 5% of any
payments received by us on any products approved by the FDA
that were developed pursuant to sublicenses of our rights
under the patents.
We are also obligated to spend the following on the research and
development of products under the patents:
- A minimum of $1,000,000 from May 27, 2004 through December 31,
2005 and
- A minimum of $100,000 per year for calendar years 2006 through
2010.
For the period from May 27, 2004 through December 31, 2004 we spent
approximately $920,000 on the research and development of products under the
patents.
There is no assurance that the technology related to the licensing
agreements with The Trustees of Columbia University or other technologies
involved in the research and development activities of Sentigen Biosciences will
prove to be productive. In the event we decide to terminate such activities,
there will be associated costs to us, such as payment to employees and expenses
related to the closing of its facility at 3960 Broadway, New York, New York. No
provisions have been made for such possible further expense.
33
Cell & Molecular Technologies, Inc.
On August 13, 2004 CMT borrowed $110,310 under a $500,000 commercial bank
loan commitment to finance capital expenditures. We are required to pay interest
at the prime rate on principal amounts borrowed during the first year of the
promissory note. At the conclusion of the first year of the promissory note
(July 2005), a principal repayment schedule will be negotiated and the interest
rate will become fixed. On October 26, 2004 CMT borrowed an additional $197,373
under this loan commitment. On December 3, 2004 we borrowed an additional
$53,719 under the commitment.
In April 2004, CMT leased equipment for use in the provision of services
under certain contracts. The lease qualified for treatment as a capital lease
for accounting purposes. At the inception of the lease, equipment and an
offsetting capital lease liability was recorded on our consolidated balance
sheet in the amount of $66,832. We used a fixed interest rate of 5.00% to
approximate the borrowing rate for the lease. The equipment is being depreciated
on a straight-line basis through the term of the lease which expires in March
2007. Rental payments for the year ended December 31, 2004 totaled $17,782. Of
those payments, $15,533 was applied to the capital lease liability and $2,249
was applied to interest expense. As of December 31, 2004 the total remaining
obligation under this lease amounted to $51,299.
COMMITMENTS UNDER DEBT OBLIGATIONS AND LEASES
We were in compliance with all debt covenants as of and for the year ended
December 31, 2004. As of December 31, 2004, the scheduled maturities of our
indebtedness were:
AMOUNT DUE BY PERIOD
-------------------------------
LESS THAN GRATER THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
- --------------------------- ----------- --------- --------- --------- -----------
Long-Term Debt Obligations $ 871,411 122,367 399,942 312,962 36,140
Capital Lease Obligations 93,782 58,331 35,451 - -
Operating Lease Obligations 641,095 410,450 230,645 - -
----------- --------- --------- --------- -----------
Total $ 1,606,288 591,148 666,038 312,962 36,140
=========== ========= ========= ========= ===========
INFLATION
We historically offset the impact of inflation through price increases.
Periods of high inflation could have a material adverse impact on us to the
extent that increased borrowing costs for floating rate debt may not be offset
by increases in cash flow. There was no significant impact on our operations as
a result of inflation during the years ended December 31, 2004, 2003 and 2002.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment."
SFAS No. 123R is a revision of SFAS No. 123, "Accounting for Stock Based
Compensation," and supersedes APB Opinion No. 25. Among other items, SFAS No.
123R eliminates the use of APB 25 and the intrinsic value method of accounting,
and requires companies to recognize the cost of employee services received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards, in the financial statements. The effective date of SFAS No. 123R
for the Company is the third quarter of 2005. SFAS No. 123R permits companies to
adopt its requirements using either a "modified prospective" method, or a
"modified retrospective" method. Under the "modified prospective" method,
compensation cost is recognized in the financial statements beginning with the
effective date, based on the requirements of SFAS No. 123R for all share-based
payments granted after that date, and based on the requirements of SFAS No. 123
for all unvested awards granted prior to the effective date of SFAS No. 123R.
Under the "modified retrospective" method, the requirements are the same as
under the "modified prospective" method, but also permits entities to restate
financial statements of previous periods, either for all prior periods presented
or to the
34
beginning of the fiscal year in which the statement is adopted, based on
previous pro forma disclosures made in accordance with SFAS No. 123. The Company
has not yet determined which of the methods it will use upon adoption.
The Company currently utilizes the Black-Scholes option pricing model to
measure the fair value of stock options granted to employees. While SFAS No.
123R permits entities to continue to use such a model, it also permits the use
of a "lattice" model. The Company expects to continue using the Black-Scholes
option pricing model upon adoption of SFAS No. 123R to measure the fair value of
stock options.
The adoption of this statement will have the effect of reducing net income
and income per share as compared to what would be reported under the current
requirements. These future amounts cannot be precisely estimated because they
depend on, among other things, the number of options issued in the future, and
accordingly, the Company has not determined the impact of adoption of this
statement on its results of operations.
SFAS No. 123R also requires that the benefits associated with the tax
deductions in excess of recognized compensation cost be reported as a financing
cash flow, rather than as an operating cash flow as required under current
literature. This requirement will reduce net operating cash flows and increase
net financing cash flows in periods after the effective date. These future
amounts cannot be estimated, because they depend on, among other things, when
employees exercise stock options.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure, an amendment of SFAS No.
123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 was effective for the year ended December 31, 2002.
The following table reconciles net loss and diluted earnings per share
(EPS), as reported, to pro-forma net loss and diluted EPS, as if we had expensed
the fair value of employee stock options as permitted by SFAS No. 123, as
amended by SFAS No. 148, since it permits alternative methods of adoption.
2004 2003 2002
------------ ----------- ----------
Net Loss:
As reported $ (1,714,520) $ (873,188) $ (522,031)
Pro-forma expense as if employee
stock options were charged
against net loss (474,224) (244,551) (192,051)
------------ ----------- ----------
Pro-forma net loss using the fair
value method $ (2,118,744) $(1,117,739) $ (714,082)
============ =========== ==========
Basic and Diluted EPS:
As reported $ (0.23) $ (0.12) $ (0.07)
Pro-forma using the fair
value method $ (0.28) $ (0.15) $ (0.10)
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk for the effect of interest rate changes on
our U.S. Treasury securities, money market securities and variable rate bank
debt. We are not currently exposed to any foreign currency risks. Other
information relating to quantitative and qualitative disclosure about market
risk is set forth in "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."
35
Our exposure to market risk for changes in interest rates relates
primarily to our cash and cash equivalents, U.S. Treasury securities and
long-term debt. We generally invest our excess cash in U.S. Treasury securities
of short-to intermediate-term and money market mutual funds. Fixed rate
securities may have their fair market value adversely affected due to a rise in
interest rates, and we may suffer losses in principal if forced to sell
securities that have declined in market value due to changes in interest rates
prior to maturity.
At December 31, 2004, we had total debt of $965,193. This debt consists of
three capital leases and three commercial bank notes used for equipment
financing. The payment commitments under these debt instruments are comprised of
interest and principal payments. We may incur additional interest expense over
the repayment period with increases in the prime rate of interest. On February
22, 2005, in connection with the sale of CMT's Specialty Media Division to
Serologicals Corp. (Nasdaq: SERO), the real property and mortgage on 580
Marshall Street was disposed of.
On February 5, 2003, Sentigen Biosciences renegotiated the interest rate
on its equipment loan maturing April 2005 from a fixed rate of 8.75% to a
variable interest rate. The variable interest rate is the prime rate of interest
plus 1.00% with a minimum interest rate of 5.50%.
On April 15, 2003, CMT renegotiated the interest rate on its equipment
loan, maturing May 2009 from a fixed rate of 7.40% to a fixed rate of 5.25%. The
amortization period of the loan remained unchanged.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information appears in a separate section of this report following
Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was
performed on the effectiveness of the design and operation of our disclosure
controls and procedures under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of our disclosure controls and
procedures were effective as of the end of the period covered by this report. In
addition, no change in our internal control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the
fourth quarter of our fiscal year ended December 31, 2004 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
36
PART III
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
Our current executive officers, directors and key employees are as
follows:
NAME AGE POSITION
- --------------------------------- --- ------------------------------------------------------------
EXECUTIVE OFFICERS AND DIRECTORS:
Joseph K. Pagano 60 Chairman of the Board, Chief Executive Officer and President
Fredrick B. Rolff , CFA 33 Chief Financial Officer
Ronald C. Newbold, PhD 43 Executive Vice President - Commercial Operations
Thomas Livelli 52 Director, Chief Executive Officer and President of CMT
Frederick R. Adler 79 Director
Gerald Greenwald 69 Director
Joel M. Pearlberg 67 Director
Samuel A. Rozzi 59 Director
Bruce Slovin 69 Director
KEY EMPLOYEES:
Kevin J. Lee, PhD 42 Vice President - Research, Sentigen Biosciences
JOSEPH K. PAGANO has served as Chairman of the Board, Chief Executive
Officer and President since 1996. Mr. Pagano has been a private investor for
more than the past five years. Mr. Pagano has been active in venture capital for
over 20 years, with investments in a wide variety of industries, including
information and technology, medical equipment, biotechnology, communications,
retailing and outsourcing. He was a founding investor in Ribi Immunochem, one of
the earliest biotechnology companies to go public and one of the first to focus
on cancer vaccines. He participated in the early round financing of Amcell
Cellular Communication, which was sold to Comcast. He was a founding investor of
NMR of America, the first MRI center business to go public and was also a
founding Shareholder and Director of Office Depot, the first office warehouse to
go public.
FREDRICK B. ROLFF, CFA has served as Chief Financial Officer since January
2001. Mr. Rolff joined our Company in November 2000 as corporate controller.
From April 1999 until November 2000, Mr. Rolff was Director, Financial Strategy
for Rare Medium Group, Inc., an internet development and venture capital firm.
From January 1998 until April 1999, Mr. Rolff attended Fordham University
Graduate School of Business, where he earned an MBA in Finance. From September
1993 until January 1998, Mr. Rolff was employed by KPMG LLP where he provided
audit and business advisory services to private and public companies in the
financial services industry. Mr. Rolff holds a BS in Accounting from Villanova
University, is a Certified Public Accountant and a CFA charterholder. Mr. Rolff
is the nephew of Samuel A. Rozzi.
RONALD C. NEWBOLD, PHD has served as Executive Vice President, Commercial
Operations since January, 2005. Dr. Newbold had been employed by Merck & Company
(NYSE: MRK) since 1991, most recently serving as Senior Director of Strategic
Research Initiatives in Merck's External Scientific Affairs
37
department. Over the past eight years, Dr. Newbold and his team handled the
evaluation and negotiation of relationships in broad areas of platform
technologies, covering the disciplines of chemistry and biology, automation and
instrumentation investment, as well as, the area of molecular profiling that
includes both genomics and proteomics technologies. Dr. Newbold was also
involved in Merck's Infectious Diseases licensing activities, and supported
Merck's acquisition activities in targeted situations. Prior to joining Merck in
1991, Dr. Newbold was a postdoctoral fellow with Nobel Laureate E.J. Corey at
Harvard University, following doctoral studies with Andy Kende in synthetic
organic chemistry at the University of Rochester. He received his undergraduate
training in chemistry at Union College, and his MBA from Columbia University in
2003, concentrating in finance and management.
THOMAS LIVELLI has been a Director since June 1998. He has been the
President and Chief Executive Officer of CMT since May 1997. He was also
President of CMT's predecessor company from 1987 until May 1997. From January
1986 until July 1997, Mr. Livelli was a laboratory manager at the Howard Hughes
Medical Institute at Columbia University. Prior to 1986, Mr. Livelli worked at
Merck Research Laboratories and Cistron Biotechnology, directing their
respective gene expression programs. While at Cistron, Mr. Livelli was a
visiting scholar at Columbia University. Mr. Livelli maintains a part-time
faculty appointment at Columbia University College of Physicians & Surgeons in
the Department of Neurobiology and Behavior.
FREDERICK R. ADLER has been a Director since May 1996. Mr. Adler is
Managing Director of Adler & Company, a venture capital management firm he
organized in 1968, and a general partner of its related investment funds. He is
also a director of SIT Investments, Inc., an investment management firm located
in Minneapolis, MN and from 1977 to 1995 was a Trustee and member of the Finance
Committee of Teachers Insurance and Annuity Association. Mr. Adler is a retired
partner of the law firm of Fulbright & Jaworski L.L.P. and was previously a
senior partner in the firm and of counsel to the firm. From 1982 to 1996 he was
a director of Life Technologies, Inc., a significant supplier in the
biotechnology area, serving at various times until January 1, 1988 as either its
Chairman or its Chief Executive Officer and after 1988 as Chairman of its
Executive Committee. He has been a founding investor and a director of a number
of biotechnology firms including Biotechnology General (now Savient) and
Synaptic. Mr. Adler is a graduate of Brooklyn College and graduated Magna Cum
Laude from The Harvard Law School.
GERALD GREENWALD has been a Director since June 2001. Mr. Greenwald
founded Greenbriar Equity Group with Joel Beckman and Reginald Jones. Greenbriar
Equity Group has formed a strategic alliance with Berkshire Partners to make
private equity investments in the global transportation sector. Mr. Greenwald is
presently Chairman Emeritus of United Airlines. From 1994 until his retirement
in July 1999, Mr. Greenwald was Chairman and Chief Executive Officer of United
Airlines. In his five years with United, he led the airline through its
beginnings as the world's largest majority employee-owned company, helped return
it to profitability and built its leadership position throughout the world. Mr.
Greenwald has also served as Managing Director of Dillon Read & Co., an
investment banking company, and as President of Olympia & York Developments,
Ltd., a real estate development company. His career started in the automobile
industry at Ford Motor Company, where he held several positions including
Controller, Director of Ford's operations in Europe and as President of Ford of
Venezuela. Mr. Greenwald later was employed by Chrysler Corporation, where he
held various positions, including Corporate Controller and Chief Financial
Officer, before being promoted to Vice Chairman, where he shared full
responsibility with the Chief Executive Officer for the operations of the
company. Mr. Greenwald graduated cum laude from Princeton University's Woodrow
Wilson School and received a masters degree in economics from Wayne State
University. He is the author of the business book, Lessons from the Heart of
American Business, Publisher, Warner Books. Mr. Greenwald is a member of the
Board of Directors of Aetna, Inc. His term began in September 1993 and expires
in April 2006.
JOEL M. PEARLBERG has been a Director since February 2001. Mr. Pearlberg
is General Partner of Steinhardt Partners, L.P., a private hedge fund he joined
in January 1991. Mr. Pearlberg graduated from New York University with a B.S. in
Accounting and is a Certified Public Accountant. In 1962, he joined the public
accounting firm of Harry Goodkin & Co. where he rose to the position of Managing
Partner. In April 1983, he started the firm of J.M. Pearlberg & Company, a
public accounting firm specializing in
38
investment partnerships, security taxation and tax planning for high net worth
individuals. In April 1989, he joined HPB Associates, L.P., a private investment
partnership as Controller.
SAMUEL A. ROZZI has been a Director since January 1997. He previously
served as a Director from 1991 until June 1996. Mr. Rozzi has been the President
of Corporate National Realty, Inc., a corporate real estate brokerage and
services firm that he founded, since September 1988. Mr. Rozzi is the uncle of
Fredrick B. Rolff.
BRUCE SLOVIN has been a Director since September 2003. Mr. Slovin has
served as President of 1 Eleven Associates, LLC, a private investment firm since
January 2000. From 1985 until December 2000, Mr. Slovin was the President and a
director of MacAndrews & Forbes Holdings Inc. and Revlon Group, Inc., privately
held industrial holding companies. Mr. Slovin is a director of M&F Worldwide
Corp. (NYSE: MFW), a manufacturer of licorice extract and flavorings, Daxor
Corporation (AMEX: DXR), the developer and manufacturer of the Blood Volume
Analyzer, and Cantel Medical Corp. (NYSE: CMN), a medical device company.
KEVIN J. LEE, PHD has served as Vice President - Research for Sentigen
Biosciences since March 2000. Since 1985, Dr. Lee has been using molecular
genetic techniques to study neurobiology in the fruit fly Drosophila
melanogaster and the mouse at various universities including the University of
California and the Massachusetts Institute of Technology. When working with Drs.
Lily and Yuh Nung Jan at the University of California at San Francisco, he was
involved in the cloning of the Shaker potassium channel gene. Dr. Lee was also a
pioneer in the development of enhancer trapping, a technique that has had a
profound impact on gene discovery and analysis in Drosophila. In subsequent work
with Dr. Hermann Steller at MIT, he used these techniques to analyze the
development of the visual system in the fruit fly. Dr. Lee is a graduate of the
University of Michigan and MIT. Dr. Lee was a postdoctoral fellow and an
Associate Research Scientist in the Center for Neurobiology and Behavior at
Columbia University where he worked with Dr. Thomas Jessell. Dr. Lee was a
National Science Foundation fellow at MIT and a Life Sciences Foundation Fellow
of the Howard Hughes Medical Institute at Columbia University.
Directors are elected annually by the stockholders. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that our
officers and directors, and persons who beneficially own more than 10 percent of
a registered class of our equity securities, file certain reports of ownership
and changes in ownership with the Securities and Exchange Commission. Officers,
directors, and greater than 10 percent beneficial stockholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by us, or
representations obtained from certain reporting persons, we believe that during
the year ended December 31, 2004 all filing requirements applicable to our
officers, directors, and greater than 10 percent beneficial stockholders were
complied with.
AUDIT COMMITTEE
The members of our audit committee are Frederick R. Adler, Joel M.
Pearlberg and Bruce Slovin. The Board has determined that Mr. Pearlberg
satisfies the definition of "audit committee financial expert" as set forth in
Item 401(h) of Regulation S-K. All members of the audit committee are
"independent" as that term is defined in applicable SEC rules and NASDAQ listing
standards.
39
CODE OF ETHICS AND BUSINESS CONDUCT
Our Code of Ethics and Business Conduct is available free of charge on our
website at www.sentigencorp.com. Our Code of Ethics and Business Conduct applies
to all directors, officers (including senior financial officers) and employees.
Amendments to or waivers of the Code of Ethics and Business Conduct granted to a
director or executive officer will be posted on our website.
ITEM 11. EXECUTIVE COMPENSATION
The following table discloses the compensation awarded by us to our
Chairman of the Board and Chief Executive Officer and our most highly
compensated executive officers (including the chief executive officer of one of
our subsidiaries) other than our Chief Executive Officer who were serving as
executive officers at December 31, 2004.
LONG TERM
COMPENSATION
---------------
SECURITIES ALL
UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS(#) COMPENSATION($)
- --------------------------- ---- ---------- ---------- --------------- ---------------
Joseph K. Pagano 2004 $ 218,750 - - $ 17,875(1)
Chairman of The Board, 2003 175,000 - - 17,875(1)
Chief Executive Officer and
President 2002 175,000 - - 17,875(1)
Fredrick B. Rolff 2004 $ 137,167 $ 7,500(2) - $ 6,000(5)
Chief Financial Officer 2003 123,164 7,845(2) - 6,000(5)
2002 115,000 5,750(2) - 6,000(5)
Thomas Livelli 2004 $ 181,477 $ 20,000(3) - $ 6,000(5)
Chief Executive Officer and 2003 168,771 40,000(4) - 6,000(5)
President of CMT 2002 156,658 20,000(3) - 6,000(5)
(1) Mr. Pagano receives a $500 per month car allowance. In December
2002, we purchased two term insurance policies on the life of Joseph
K. Pagano. We are the beneficiary under one of the policies in the
amount of $5 million. Mr. Pagano's son is the beneficiary under the
other policy in the amount of $5 million. The annual premium on the
policy for the benefit of Mr. Pagano's son was $11,875 for the years
ended December 31, 2004, 2003 and 2002. See below under "Life
Insurance Policies on Chairman of the Board and Scientific
Consultant" for a description of the policies.
(2) The employees of CMT and our Chief Financial Officer were paid a
bonus based on 5% of the respective individual's annual salary rate
for the year ended December 31, 2004 and 2002. During the year ended
December 31, 2003 such bonus was paid at the rate of 6% of the
respective individual's annual salary rate.
(3) Reflects Mr. Livelli's minimum guaranteed annual bonus per his
employment agreement.
(4) For the year ended December 31, 2003, Mr. Livelli received a bonus
of $30,000 pursuant to his employment agreement with CMT. In
addition, on July 29, 2003, Mr. Livelli's employment agreement was
amended to provide for a one-time bonus of $10,000 in addition to
any bonus earned by Mr. Livelli in 2003. The amendment also extended
the term of Mr. Livelli's employment agreement to the earlier of May
22, 2008 or the two year anniversary of a "change in control" (as
such term is defined in the employment agreement).
(5) Reflects a $500 per month car allowance.
40
EMPLOYMENT AGREEMENTS
Joseph K. Pagano. On May 24, 1999, we entered into an employment agreement
with Mr. Pagano to serve as Chairman of the Board, President and Chief Executive
Officer. The employment agreement was for an initial term of one year and
automatically renews thereafter unless notice is given by one of the parties.
The employment agreement provided for annual base compensation of $85,000 and in
March 2001 was amended to provide for annual base compensation of $175,000. On
February 17, 2004, Mr. Pagano's annual base compensation was raised to $225,000.
In connection with the employment agreement, the termination date of an option
previously granted to Mr. Pagano to purchase 217,000 shares of our common stock
was extended an additional three years to April 30, 2004. The termination date
of this option was extended again on September 4, 2003 to April 30, 2006. On
September 15, 2000, we granted Mr. Pagano an option to purchase an aggregate of
200,000 shares of our common stock at $9.00 per share, which expires as to
66,000 shares on September 15, 2005 and 134,000 shares on September 15, 2010.
This option vests in four equal annual installments commencing on September 15,
2001.
Ronald C. Newbold. On January 3, 2005, we entered into an employment
agreement with Ronald C. Newbold, PhD pursuant to which the Company will employ
Dr. Newbold as its Executive Vice President of Commercial Operations. The
Agreement has an initial term of two years and will be renewed automatically for
an additional one year period at the end of each term unless either party gives
notice not to extend. The agreement provides for an annual salary at the rate of
$205,000, which will be reviewed annually. The agreement also provides for a
$500 per month car allowance. Upon execution of the Agreement, Dr. Newbold
received a bonus of $25,000. The Employment Agreement contemplates the
development of a bonus plan providing for the payment of an annual bonus to Dr.
Newbold upon achievement of certain operational and financial milestones. The
bonus, payable at the end of 2005 will not be less than $25,000. Pursuant to the
Employment Agreement, Dr. Newbold was also awarded an option to purchase 50,000
shares of the Company's common stock pursuant to the Company's 2000 Performance
Equity Plan at an exercise price equal to $7.00 per share. The options will vest
in equal annual installments over a four-year period.
Thomas Livelli. On May 23, 2001, CMT entered into an employment agreement
with Mr. Livelli to serve as Chief Executive Officer and President of CMT until
the earlier of May 22, 2006 or the two-year anniversary of a "change in control"
(as such term is defined in the employment agreement). The employment agreement
provided for an annual base compensation of $150,000, with automatic cost of
living adjustments on each one-year anniversary of the agreement. Mr. Livelli is
also entitled to participate in CMT's bonus plan, which is based on CMT's net
profits (subject to certain adjustments) and allocated each year by the Board of
Directors. Mr. Livelli's agreement provides that his bonus shall be at least
$20,000 for each full fiscal year of employment. If such minimum bonus payment
exceeds Mr. Livelli's allocated bonus under the plan, the excess shall be
credited against any future allocated bonuses in excess of $20,000. The
employment agreement provides for Mr. Livelli's employment on a full-time basis
and contains a provision that the employee will not compete with us during the
term of the employment agreement and for a period of two years thereafter.
Pursuant to the employment agreement, Mr. Livelli was granted an option to
purchase 25,000 shares of our common stock at $9.00 per share. This option
expires on May 22, 2011 and vests in five equal annual installments commencing
on January 1, 2002. On August 1, 2002, Mr. Livelli's employment agreement was
amended to provide for an annual base salary of $165,000. Pursuant to the
automatic cost of living adjustment provided for in the agreement we increased
Mr. Livelli's annual base salary to $169,571 effective May 23, 2003. In August,
2004, Mr. Livelli's annual base salary was increased to $200,000. On July 29,
2003 Mr. Livelli's employment agreement was amended to provide for a one-time
bonus of $10,000 in addition to any bonus earned by Mr. Livelli in 2003. The
amendment also extended the terms of Mr. Livelli's employment agreement to the
earlier of May 22, 2008 or the two year anniversary of a "change in control" (as
such term is defined in the employment agreement).
41
LIFE INSURANCE POLICIES ON CHAIRMAN OF THE BOARD AND SCIENTIFIC CONSULTANT
In December 2002, we purchased insurance on the lives of Joseph K. Pagano
and Richard Axel.
We purchased two term insurance policies on the life of Joseph K. Pagano,
our Chairman of the Board, Chief Executive Officer and President. We are the
beneficiary under one of the policies in the amount of $5 million. Mr. Pagano's
son is the beneficiary under the other policy in the amount of $5 million. We
are required to make annual premium payments of $23,750 until December 24, 2012,
at which time scheduled annual premium increases begin. The policy is
cancelable, non-participating and does not pay dividends.
We purchased a term insurance policy on the life of Dr. Richard Axel, a
scientific consultant to us. We are the beneficiary under the policy in the
amount of $10 million. We are required to make annual premium payments of
$30,785 until December 9, 2012, at which time scheduled annual premium increases
begin. The policy is cancelable, non-participating and does not pay dividends.
DIRECTOR COMPENSATION
Directors do not receive cash compensation for serving on the Board of
Directors or for attending Board or Committee meetings. We reimburse directors
for reasonable out-of-pocket expenses incurred in connection with attending
board and committee meetings. Non-employee directors are eligible to be granted
non-incentive stock options under the 2000 Performance Equity Plan.
Non-incentive stock options issued to directors generally vest within one year
and have a term of ten years from the date of grant. The exercise price is
generally determined to be the quoted market price of our common stock on the
date of grant. During the year ended December 31, 2004 we granted stock options
to non-employee directors as follows:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS EXERCISE PRICE EXPIRATION
NAME GRANTED(#) VESTING PER SHARE($) GRANT DATE DATE
- ----------------- ---------- --------- -------------- ---------- ----------
Joel M. Pearlberg 20,000 100% on $7.12 7/26/2004 7/26/2014
7/26/2005
Bruce Slovin 20,000 100% on $7.12 7/26/2004 7/26/2014
7/26/2005
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee is comprised of Frederick R. Adler and Joel M.
Pearlberg. No member of our Compensation Committee has been an employee of ours.
None of our executive officers serves as a member of the board of directors or
the compensation committee of any other entity that has one or more executive
officers serving as a member of our Board of Directors or Compensation
Committee.
42
OPTION GRANTS
There were no stock option grants during the fiscal year ended December
31, 2004 to the executive officers identified in the Summary Compensation table.
The following table sets forth the fiscal year end option values of outstanding
options at December 31, 2004 and the dollar value of unexercised, in-the-money
options for the executive officers identified in the Summary Compensation table.
None of our executive officers exercised any stock options during the year ended
December 31, 2004.
AGGREGATE FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING DOLLAR VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT DECEMBER 31, 2004: MONEY OPTIONS AT DECEMBER 31, 2004(1):
NAME EXERCISABLE(#) UNEXERCISABLE(#) EXERCISABLE UNEXERCISABLE
- ----------------- ----------------- ------------------ ------------- ------------------
Joseph K. Pagano 417,000 - $ 1,170,715 $ -
Fredrick B. Rolff 40,000 10,000 $ 30,800 $ 7,700
Thomas Livelli 15,000 10,000 $ - $ -
(1) These values are based on the difference between the closing sale price of
our common stock on December 31, 2004 of $7.020 and the exercise prices of
the options, multiplied by the number of shares of common stock subject to
the options.
EQUITY COMPENSATION PLANS
We have two equity compensation plans: the 1990 Stock Option Plan and the
2000 Performance Equity Plan. We no longer grant options to purchase common
stock under the 1990 Stock Option Plan. The 2000 Performance Equity Plan
provides for the award of options to purchase common stock, stock appreciation
rights, restricted stock, deferred stock, stock-reload options and other
stock-based awards covering up to 2,000,000 shares of our common stock.
The 2000 Performance Equity Plan is administered by our Board of
Directors. Subject to the provisions of the plan, the Board of Directors (or a
committee thereof) has the authority to determine the individuals to whom awards
are to be made, the number of shares of our common stock to be covered by each
award, the type of award, the exercise or contract price, the vesting period and
life of the award, restrictions, if any, on the exercise of the award, the terms
for the payment of the exercise or contract price and other terms and
conditions. The 2000 Performance Equity Plan provides for awards to employees,
directors, consultants, agents and other persons that are deemed to be valuable
to us or our subsidiaries. The 2000 Performance Equity Plan prohibits the
issuance of any award covering more than 200,000 shares of common stock to any
one person in any one calendar year.
Since the inception of the 2000 Performance Equity Plan only options to
purchase common stock have been awarded under the Plan. The 2000 Performance
Equity Plan permits the award of both incentive stock options, as defined in
Section 422 of the Internal Revenue Code, and stock options that do not conform
to the requirements of that Code section ("non-incentive stock options"). The
exercise price of each incentive and non-incentive stock option may not be less
than 100% of the quoted market price of our common stock on the date of the
grant. In the case of a grant of an incentive stock option to an employee who
owns 10% or more of our outstanding stock, the exercise price may not be less
than 110% of the quoted market price of our common stock on the date of the
grant.
At December 31, 2004, options to purchase an aggregate of 240,670 and
1,174,551 shares of our common stock were outstanding under the 1990 plan and
2000 plan, respectively. In the past we have awarded non-plan options and
warrants to certain officers, employees and consultants. At December 31, 2004,
non-plan warrants to purchase 44,810 shares of our common stock were
outstanding. These non-plan warrants were issued in November 2000 in connection
with a private placement of our common stock.
43
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March xx, 2005
with respect to the common stock ownership of (i) each person known by us to
beneficially own more than 5% of our voting securities; (ii) each of our
directors and director nominees; (iii) each executive officer named in the
Summary Compensation Table above; and (iv) all of our directors and executive
officers as a group.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF CLASS
BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP(2) OF VOTING SECURITIES(2)
- --------------------------- -------------------------- -----------------------
Joseph K. Pagano 1,591,450(3) 20.2%
Frederick R. Adler 743,573(4) 9.9%
Samuel A. Rozzi 572,525(5) 7.7%
Thomas Livelli 174,380(6) 2.3%
Joel M. Pearlberg 55,000(7) *
Bruce Slovin 55,000(8) *
Fredrick B. Rolff 41,000(9) *
Gerald Greenwald 30,000(10) *
Ronald C. Newbold -(11) *
D.H. Blair Investment
Banking Corp. 1,134,859(12) 15.2%
All directors and executive
officers as a group
(nine persons) 3,262,928(13) 40.2%
- --------------------
* Less than 1% of the outstanding common stock
(1) The address is c/o Sentigen Holding Corp., 445 Marshall Street,
Phillipsburg, NJ 08865.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, which generally attributes beneficial
ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities. Shares of common
stock issuable pursuant to options, to the extent such options are
exercisable or convertible within 60 days after March xx, 2005, are
treated as outstanding for purposes of computing the percentage of the
person holding such securities but are not treated as outstanding for
purposes of computing the percentage of any other person.
(3) Includes (i) 25,000 shares of common stock held of record by the Joseph K.
Pagano, Jr. Trust established for Mr. Pagano's son, and (ii) options to
purchase 417,000 shares of common stock which are currently exercisable.
(4) Includes (i) 703,573 shares of common stock held by the Frederick R. Adler
Intangible Asset Management Trust of which Mr. Adler is the settlor and
beneficiary and (ii) 40,000 shares of common stock held by Mr. Adler
directly. Does not include 1,124,859 shares of common stock over which Mr.
Adler is trustee pursuant to a voting trust among us, D.H. Blair
Investment Banking Corp. and Mr. Adler. The voting trust agreement
provides that Mr. Adler will vote those shares in the same manner as the
public, on a proportionate basis, excluding the votes of our officers,
directors and greater than ten-percent stockholders. However, with respect
to a vote or consent in connection with either a "Rule 13e-3 Transaction"
(as defined in Rule 13e-3 promulgated under Securities Exchange Act of
1934) or a transaction in which stockholders are afforded appraisal rights
under Section 262 of the Delaware General Corporation Law, Mr. Adler
44
will vote these shares as directed by D. H. Blair, or by the actual
holders of the shares. Mr. Adler disclaims beneficial ownership of all
shares other than those held in his name.
(5) Includes 150,000 shares held by Scarsdale Limited Partnership, of which
Mr. Rozzi is general partner. Mr. Rozzi disclaims beneficial ownership of
all shares other than those held in his name.
(6) Includes options to purchase 20,000 shares of common stock which are
currently exercisable. Excludes options to purchase 5,000 shares of common
stock.
(7) Includes options to purchase 20,000 shares of common stock which are
currently exercisable. Excludes options to purchase 20,000 shares of
common stock.
(8) Includes options to purchase 20,000 shares of common stock which are
currently exercisable. Excludes options to purchase 20,000 shares of
common stock.
(9) Includes options to purchase 40,000 shares of common stock which are
currently exercisable. Excludes 10,000 options to purchase common stock.
(10) Includes options to purchase 30,000 shares of common stock which are
currently exercisable.
(11) Excludes options to purchase 50,000 shares of common stock.
(12) J. Morton Davis is the sole stockholder of D.H. Blair Investment Banking
Corp. The amount reported includes 10,000 shares owned by Mr. Davis' wife
of which Mr. Davis disclaims beneficial ownership. The information with
respect to D.H. Blair Investment Banking Corp. and J. Morton Davis is
based upon the Schedule 13G/A, dated May 23, 2001, filed by such persons
with the Securities and Exchange Commission. All the shares beneficially
owned by D.H. Blair Investment Banking Corp. have been placed in trust,
pursuant to the trust agreement described in footnote 4. The voting trust
agreement does not limit D. H. Blair's ability to make public sales of the
shares in the open market pursuant to an effective registration statement
under the Securities Act of 1933 or pursuant to Rule 144 thereunder or to
make private sales of the shares pursuant to Section 4(1) of the
Securities Act of 1933, provided, however, that shares sold in private
sales will continue to be subject to the voting trust agreement until
certain conditions are met. In addition, D.H. Blair agreed that, during
the term of the voting trust agreement, it will not acquire additional
shares of our common stock or other securities convertible into our common
stock. Mr. Adler disclaims beneficial ownership of all shares other than
those held in his name.
(13) Includes options to purchase 547,000 shares of common stock which are
currently exercisable. Excludes options to purchase 105,000 shares of
common stock.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information at December 31, 2004
with respect to the equity compensation plans that provide for the issuance of
options, warrants or other rights to purchase our securities.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN THE FIRST COLUMN)
- ----------------------------- ----------------------- -------------------- ------------------------------
Approved by Stockholders 1,415,221 $5.33 816,381
Not Approved by Stockholders 44,810(1) $6.00 -
45
(1) In connection with our private placement consummated in November 2000, a
warrant was issued to Mr. Theodore M. Serure to purchase 44,810 shares of
our common stock as compensation for introducing investors to us who
purchased common stock in the private placement. This warrant has an
exercise price of $6.00 per share and expires November 21, 2005. The
exercise price and the number of shares of common stock issuable upon
exercise of the warrant are subject to adjustment in some circumstances
including a stock dividend, recapitalization, reorganization, merger or
consolidation; however, the warrant is not subject to adjustment for
issuance of common stock at a price below the exercise price of the
warrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reimbursements to Mr. Pagano
The Board of Directors authorized reimbursement to Mr. Pagano for the cost
of using a private aircraft when used in connection with company business.
Reimbursement for the use of the aircraft is limited to actual costs incurred.
The Board of Directors also determined that reimbursement for use of the
aircraft was not to exceed $70,000 for the calendar year ending December 31,
2004. The cost limitation does not include travel on commercial airlines. For
the fiscal year ended December 31, 2004 reimbursements to Mr. Pagano for use of
a private jet totaled $13,221.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of our annual financial statements for the
fiscal years ended December 31, 2004 and 2003 and for the reviews of the
financial statements included in our quarterly reports on Form 10-Q for those
fiscal years totaled approximately $78,000 and $70,000, respectively.
Tax Fees
Deloitte & Touche LLP prepares our federal and state income tax returns.
Fees billed for these services for the years ended December 31, 2004 and 2003
totaled approximately $32,500 and $28,500, respectively.
Audit-Related and All Other Fees
There were no other audit-related fees or other services rendered by our
principal accountant during the fiscal years ended December 31, 2004 and 2003.
The Audit Committee pre-approves all audit and non-audit services provided
by our independent auditors prior to the engagement of the independent auditors
with respect to such services. The Audit Committee shall pre-approve any
additional audit services and permissible non-audit services. All "Audit Fees"
and "Tax Fees" set forth above were pre-approved by the Audit Committee in
accordance with its pre-approval policy.
46
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) FINANCIAL STATEMENTS
See Table of Contents to Consolidated Financial Statements on page F-1,
the Independent Registered Public Accounting Firm Report on page F-2 and the
Consolidated Financial Statements on pages F-3 to F-31, all of which are
incorporated herein by reference
(2) FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedule is filed as part
of this Report:
Unaudited Quarterly Financial Data on pages F-30 and F-31
(3) EXHIBITS
EXHIBIT INDEX
INCORPORATED
EXHIBIT BY REFERENCE NO. IN
NUMBER DESCRIPTION FROM DOCUMENT DOCUMENT PAGE
- ------- ----------------------------------------------- ------------- ------------- ----
3.1 Certificate of Incorporation, as amended A Exhibit 3.1
3.2 By-laws of the Company A Exhibit 3.2
4.1 Form of Subscription Agreement between the
Company and each Investor B Exhibit 4
4.2 Warrant Agreement between Theodore Serure and
the Company K Exhibit 4.2
9.1 Voting Trust Agreement, dated December __,
2001, by and between the Company, D.H. Blair
Investment Banking Corporation and Frederick R.
Adler. N Exhibit 9.1
10.1 1990 Stock Option Plan A Exhibit 10.1
10.2 Consulting Agreement dated July 2, 1991, among
the Company, Prime Cellular of Florida, Inc.
and Joseph K. Pagano (the "Consulting
Agreement") C Exhibit 10.2
10.3 Amendment to Consulting Agreement C Exhibit 10.3
10.4 Agreement and Plan of Merger, dated as of May 14,
1996, by and among the Company, Prime Cellular
Acquisition Corp., Bern Associates, Inc. and the
stockholders of Bern D Exhibit 2.1
10.5 Registration Rights Agreement, dated June 10, 1996,
between Registrant and the Bern Stockholders D Exhibit 10.1
10.6 Escrow Agreement, dated June 10, 1996, between
Registrant and the Bern Stockholders D Exhibit 10.2
10.7 Indemnification Agreement, dated June 10, 1996
between Registrant and the Bern Stockholders D Exhibit 10.3
10.8 Form of Amendment to Merger Agreement, dated
June 11, 1997 E Exhibit 10.9
10.9 Form of Settlement Agreement, dated August 28,
1997 E Exhibit 10.10
10.10 Agreement and Plan of Merger, dated as of May 29,
1998, by and among the Company, CMT Acquisition
Corp., Cell & Molecular Technologies, Inc. and the
stockholders of Cell & Molecular Technologies, Inc. F Exhibit 2
10.11 Mortgage dated February 6, 1997, with respect to
premises located at 580 Marshall Street,
Phillipsburg, NJ 08865, assumed by the Company in
connection with the CMT Merger G Exhibit 10.11
10.12 Employment Agreement dated May 24, 1999, between
Joseph K. Pagano and the Company I Exhibit 10.14
10.13 Employment Agreement dated March 29, 2000, between
Kevin Lee and Sentigen Corp. J Exhibit 10.15
10.14 Option Agreement dated March 29, 2000, between the
Company and Kevin Lee J Exhibit 10.16
10.15 Employment Agreement dated May 23, 2001, between
Cell & Molecular Technologies, Inc. and Thomas
Livelli L Exhibit 10.17
10.16 Amendment to Stock Option Agreement, dated
September 4, 2003, between Joseph K. Pagano and the
Company M Exhibit 10.2
10.17 Stock Option Agreement, dated April 30, 1999, between
Joseph K. Pagano and the Company M Exhibit 10.3
10.18 2000 Performance Equity Plan, as amended N Exhibit 10.21
10.19 High Throughput Screening Support Services Agreement
dated January 19, 2004 by and between Cell and
Molecular Technologies, Inc.and Merck & Co., Inc. * N Exhibit 10.22
10.20 Lease Agreement for approximately 11,000 squre feet
of laboratory and office/warehouse space at 445
Marshall Street, Phillipsburg, New Jersey N Exhibit 10.23
10.21 Sentigen Biosciences Loan Facility, maturing April
2005. N Exhibit 10.24
10.22 CMT Equipment Loan, maturing May 2009 N Exhibit 10.25
10.23 Agreement between the Trustees of Columbia
University and Sentigen Biosciences dated May 27,
2004. O Exhibit 10.1
10.24 Award/Contract between Sentigen Holding Corp. and
Technical Support Working Group P Exhibit 10.1
10.25 Study Agreement between Cell & Molecular
Technologies, Inc. and Merck & Co. Inc. P Exhibit 10.2
10.26 Promissory Note between Cell & Molecular
Technologies, Inc. and PNC Bank P Exhibit 10.4
10.27 Employment Agreement dated as of January 3, 2005,
between Sentigen Holding Corp. and Ronald C.
Newbold. Q Exhibit 10.1
10.28 Form of Stock Option Agreement Q Exhibit 10.2
10.29 Asset Purchase Agreement dated February 22, 2005
by and among Chemicon Specialty Media, Inc.,
Chemicon International, Inc. Serologicals
Corporation, Sentigen Holding Corp. and Cell &
Molecular Technologies, Inc. R Exhibit 10.1
10.30 Real Estate Purchase Agreement dated February 22,
2005 by and between Chemicon Specialty Media, Inc.,
Sentigen Holding Corp. and Cell & Molecular
Technologies, Inc. R Exhibit 10.2
10.31 Escrow Agreement dated February 22, 2005 by and
among Chemicon Specialty Media, Inc., Chemicon
International, Inc. Serologicals Corporation,
Sentigen Holding Corp., Cell & Molecular
Technologies, Inc. and Sun Trust Bank, N.A. R Exhibit 10.3
10.32 Transition Services Agreement by and between
Chemicon Specialty Media, Inc., Chemicon
International, Inc. Serologicals Corporation,
Sentigen Holding Corp. and Cell & Molecular
Technologies, Inc. R Exhibit 10.4
21 List of Subsidiaries I Exhibit 21
23.1 Consent of Deloitte & Touche LLP -- -- Filed
Herewith
31.1 Certification of Joseph K. Pagano Chairman,
Chief Executive Officer and President, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. -- -- Filed
Herewith
31.2 Certification of Fredrick B. Rolff, Chief
Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. -- -- Filed
Herewith
32.1 Certification of Joseph K. Pagano Chairman, Chief
Executive Officer and President, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
regarding the information contained in Sentigen
Holding Corp.'s Annual Report on Form 10-K for the
year ended December 31, 2004. -- -- Filed
Herewith
32.2 Certification of Fredrick B. Rolff, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
regarding the information contained in Sentigen
Holding Corp.'s Annual Report on Form 10-K for the
year ended December 31, 2004. -- -- Filed
Herewith
A. Company's Registration Statement on Form S-18 (Registration No. 3-35537-NY).
B. Company's Report on Form 8-K filed on December 8, 2000.
C. Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992.
D. Company's Report on Form 8-K filed on June 26, 1996.
E. Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997.
F. Company's Report on Form 8-K filed on June 15, 1998.
G. Company's Report on Form 10-K for the fiscal year ended December 31, 1998.
H. Company's Report on Form 10-K/A for the fiscal year ended December 31, 1998.
I. Company's Report on Form 10-K for the fiscal year ended December 31, 1999.
J. Company's Report on Form 10-Q for the quarter ended March 31, 2000.
K. Company's Report on Form 10-K for the fiscal year ended December 31, 2000.
L. Company's Report on Form 10-Q for the quarter ended September 30, 2001.
M. Company's Report on Form 10-Q for the quarter ended September 30, 2003.
N. Company's Report on Form 10-K for the fiscal year ended December 31, 2003.
O. Company's Report on Form 10-Q for the quarter ended June 30, 2004.
P. Company's Report on Form 10-Q for the quarter ended September 30, 2004.
Q. Company's Report on Form 8-K filed on January 7, 2005
R. Company's Report on Form 8-K filed on February 28, 2005
47
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Financial Statements
For the years ended December 31, 2004, 2003 and 2002
TABLE OF CONTENTS
PAGE
----
Report of Independent Registered Public Accounting Firm
for the years ended December 31, 2004, 2003 and 2002 F-2
Consolidated Financial Statements:
Balance Sheets
As of December 31, 2004 and 2003 F-3
Statements of Operations
For the Years ended December 31, 2004, 2003, 2002 F-5
Statements of Changes in Stockholders' Equity
For the Years ended December 31, 2004, 2003, 2002 F-7
Statements of Cash Flows
For the Years ended December 31, 2004, 2003, 2002 F-8
Notes to Consolidated Financial Statements F-10
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Sentigen Holding Corp. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Sentigen Holding
Corp. and subsidiaries (the "Company") as of December 31, 2004 and 2003, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting.
An audit includes consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2004
and 2003, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
New York, New York
March 18, 2005
F-2
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Balance Sheets (page 1 of 2)
December 31, December 31,
2004 2003
------------ ------------
Assets
Current assets
Cash and cash equivalents $ 347,560 $10,086,952
U.S. treasury notes, available for sale, at fair value 9,738,938 -
Assets held for sale 1,173,962 1,178,215
Accounts receivable - net of allowance for doubtful accounts
of $40,000 for 2004 and 2003 616,831 585,151
Unbilled services - 4,650
Accrued interest receivable 39,844 4,156
Prepaid expenses 193,542 70,396
----------- -----------
12,110,677 11,929,520
----------- -----------
Property, plant and equipment, 3,106,815 2,588,464
Equipment under capital lease 197,777 130,945
Less: accumulated depreciation 2,365,326 1,890,269
----------- -----------
939,266 829,140
----------- -----------
Other assets
Security deposits 21,111 20,411
Deferred financing costs - net of accumulated amortization
of $3,326 for 2004 and $2,626 for 2003 174 874
License costs - net of accumulated amortization
of $123,110 for 2004 and $97,191 for 2003 317,515 343,434
----------- -----------
338,800 364,719
----------- -----------
Total assets $13,388,743 $13,123,379
=========== ===========
(Consolidated Balance Sheets are continued on the next page)
See notes to consolidated financial statements.
F-3
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued, page 2 of 2)
December 31, December 31,
2004 2003
------------ ------------
Liabilities and stockholders' equity
Current liabilities
Current maturities of long-term debt $ 122,367 $ 210,966
Liability under capital lease - current portion 58,331 44,448
Liabilities held for sale 467,438 423,666
Accounts payable and accrued expenses 968,820 718,063
Customer deposits 910,295 234,570
Unearned revenue 14,045 8,600
------------ ------------
2,541,296 1,640,313
Liability under capital lease - long-term 35,451 42,483
Long-term debt - net of current maturities 749,044 509,389
------------ ------------
Total liabilities 3,325,791 2,192,185
------------ ------------
Stockholders' equity
Preferred Stock - $.01 par value, 5,000,000 shares
authorized - none issued or outstanding $ - $ -
CommonStock - $.01 par value, 20,000,000 shares
authorized, 7,470,692 and 7,454,744 shares issued
and outstanding in 2004 and 2003, respectively 74,706 74,547
Additional paid-in capital 14,035,532 13,185,570
Accumulated other comprehensive income (3,843) -
Accumulated deficit (4,043,443) (2,328,923)
------------ ------------
Total stockholders' equity 10,062,952 10,931,194
------------ ------------
Total liabilities and stockholders' equity $ 13,388,743 $ 13,123,379
============ ============
See notes to consolidated financial statements.
F-4
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Operations (Page 1 of 2)
For the Years Ended
December 31,
------------------------------------------
2004 2003 2002
------------ ------------ ------------
Revenue
Services revenue $ 6,126,840 $ 6,076,502 $ 4,455,239
Federal contract and grants 188,213 - 100,003
----------- ----------- -----------
6,315,053 6,076,502 4,555,242
Direct costs
Services revenue 2,166,413 1,869,769 1,385,630
Federal contract and grants 122,769 - 75,000
----------- ----------- -----------
2,289,182 1,869,769 1,460,630
Income after direct costs
Services revenue 3,960,427 4,206,733 3,069,609
Federal contract and grants 65,444 - 25,003
----------- ----------- -----------
4,025,871 4,206,733 3,094,612
Operating expenses
Selling, general and administrative costs 1,941,722 2,078,322 1,896,247
Research and development 1,786,773 1,102,753 901,030
Federal contract and grants 51,720 - 25,003
Corporate overhead 1,816,547 1,292,119 1,085,304
Stock based compensation 785,577 943,200 222,437
Depreciation and amortization 502,444 447,274 478,222
----------- ----------- -----------
6,884,783 5,863,668 4,608,243
Operating loss (2,858,912) (1,656,935) (1,513,631)
Interest income 222,630 88,387 340,721
Interest expense 42,781 52,820 78,380
----------- ----------- -----------
179,849 35,567 262,341
Loss from continuing operations
before provision for income taxes (2,679,063) (1,621,368) (1,251,290)
Provision for income taxes 87,776 63,699 59,383
----------- ----------- -----------
Loss from continuing operations (2,766,839) (1,685,067) (1,310,673)
Income from discontinued
operations, net of tax 1,052,319 811,879 788,642
----------- ----------- -----------
Net loss $(1,714,520) $ (873,188) $ (522,031)
Other comprehensive net income (loss):
Change in unrealized gain/(loss)
on U.S. Treasury Notes (3,843) (13,817) 13,817
----------- ----------- -----------
Comprehensive loss $(1,718,363) $ (887,005) $ (508,214)
=========== =========== ===========
(Consolidated Statements of Operations are continued on the next page)
See notes to consolidated financial statements.
F-5
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Operations (Continued, Page 2 of 2)
For the Years Ended
December 31,
---------------------------------------------------
2004 2003 2002
---------------- --------------- ----------------
NET LOSS PER SHARE INFORMATION:
Basic and diluted loss per
share from continuing operations $ (0.37) $ (0.23) $ (0.18)
=============== ============== ===============
Basic and diluted income per share
from discontinued operation $ 0.14 $ 0.11 $ 0.11
=============== ============== ===============
Basic and diluted net loss per share $ (0.23) $ (0.12) $ (0.07)
=============== ============== ===============
Weighted average shares outstanding:
Basic and Diluted 7,463,985 7,453,664 7,390,300
=============== ============== ===============
See notes to consolidated financial statements.
F-6
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Accumulated
Common Stock Additional other
------------------------- paid-in comprehensive Accumulated
Shares Amount capital Income (loss) deficit Total
--------- ------------ ------------ ------------- ------------- -------------
Balance - January 1, 2002 7,147,324 $ 71,474 $ 11,812,612 $ - $ (933,704) $ 10,950,382
Stock options exercised 303,720 3,037 202,847 - - 205,884
Stock based compensation - - 222,437 - - 222,437
Change in unrealized gain
on U.S. Treasury Notes - - - 13,817 - 13,817
Net loss - - - - (522,031) (522,031)
--------- ------------ ------------ ------------ ------------ ------------
Balance - December 31, 2002 7,451,044 $ 74,511 $ 12,237,896 $ 13,817 $ (1,455,735) $ 10,870,489
Stock options exercised 3,700 36 4,474 - - 4,510
Stock based compensation - - 943,200 - - 943,200
Change in unrealized gain
on U.S. Treasury Notes - - - (13,817) - (13,817)
Net loss - - - - (873,188) (873,188)
--------- ------------ ------------ ------------ ------------ ------------
Balance - December 31, 2003 7,454,744 $ 74,547 $ 13,185,570 $ - $ (2,328,923) $ 10,931,194
Stock options exercised 15,948 159 64,385 - - 64,544
Stock based compensation - - 785,577 - - 785,577
Change in unrealized gain
on U.S. Treasury Notes - - - (3,843) - (3,843)
Net loss - - - - (1,714,520) (1,714,520)
--------- ------------ ------------ ------------ ------------ ------------
Balance - December 31, 2004 7,470,692 $ 74,706 $ 14,035,532 $ (3,843) $ (4,043,443) $ 10,062,952
========= ============ ============ ============ ============ ============
See notes to consolidated financial statements.
F-7
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Page 1 of 2)
For the years ended December 31,
---------------------------------------------
2004 2003 2002
------------- ------------- -------------
Cash flows from operating activities:
Net (loss) $ (1,714,520) $ (873,188) $ (522,031)
Income from discontinued
operations, net of tax (1,052,319) (811,879) (788,642)
------------ ------------ ------------
Loss from continuing operations (2,766,839) (1,685,067) (1,310,673)
Adjustments to reconcile net loss from continuing
operations to net cash used in continuing operations
Depreciation and amortization 502,444 447,274 478,222
Stock based compensation 785,577 943,200 222,437
Decrease (increase) in:
Accrued interest receivable (35,688) 14,489 28,490
Accounts receivable, net of allowance (31,680) (235,154) (66,716)
Unbilled services 4,650 10,750 33,845
Prepaid expenses (123,146) 105,320 (100,462)
Security deposits (700) (2,450) (6,044)
Increase (decrease) in:
Accounts payable and accrued expenses 250,757 176,423 162,929
Customer deposits and unearned revenue 681,170 (226,187) 266,994
------------ ------------ ------------
Net cash (used in) operating
activities from continuing operations (733,455) (451,402) (290,978)
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures (518,351) (124,583) (485,190)
Purchases of U.S. Treasury Notes (9,742,781) - (5,300,112)
Sales of U.S. Treasury Notes - 5,293,602 -
Maturities of U.S. Treasury Notes - - 4,905,000
------------ ------------ ------------
Net cash (used in) provided by investing
activities from continuing operations (10,261,132) 5,169,019 (880,302)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt issuance 361,402 - 315,663
Principal payments on long-term debt (210,346) (230,986) (131,079)
Payments on capital lease obligations (59,981) (36,129) (7,885)
Proceeds from stock options exercised 64,544 4,510 205,884
------------ ------------ ------------
Net cash provided by (used in) financing
activities from continuing operations 155,619 (262,605) 382,583
Net cash provided by discontinued operations 1,099,576 811,973 719,392
------------ ------------ ------------
(Decrease) increase in cash and cash equivalents (9,739,392) 5,266,985 (69,305)
Cash and cash equivalents - beginning of period 10,086,952 4,819,967 4,889,272
------------ ------------ ------------
Cash and cash equivalents - end of period $ 347,560 $ 10,086,952 $ 4,819,967
============ ============ ============
(Consolidated Statements of Cash Flows are continued on the next page)
See notes to consolidated financial statements.
F-8
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued, Page 2 of 2)
For the years ended December 31,
------------------------------------
2004 2003 2002
---------- ---------- ----------
Supplemental Disclosures of Cash Flow Information
Cash paid during the year:
Interest $ 54,211 $ 71,774 $ 101,307
Income taxes $ 188,130 $ 157,000 $ 174,987
Non-cash investing and financing activities:
Investing activities:
Equipment acquired under capital lease $ (66,832) $ (35,000) $ (95,945)
Financing activities:
Debt incurred under capital lease $ 66,832 $ 35,000 $ 95,945
See notes to consolidated financial statements.
F-9
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004, 2003 and 2002
1. ORGANIZATION AND NATURE OF OPERATIONS.
We are a biotechnology company conducting business through two-wholly
owned operating subsidiaries, Sentigen Biosciences, Inc. ("Sentigen
Biosciences") and Cell & Molecular Technologies, Inc. ("CMT"). Sentigen
Biosciences has been primarily engaged in the development and commercialization
of novel bioassay systems that elucidate the underlying biology of
protein-protein interactions. Sentigen Biosciences has initially targeted its
Tango(TM) Assay System to address the functionalization of G protein-coupled
receptors (GPCRs) for pharmaceutical drug discovery and development. Sentigen
Biosciences has filed patent applications on its Assay System and it expects to
file additional patent applications on this technology and related matters in
the future. CMT provides contract research and development services to companies
engaged in the drug discovery process.
The operations of Sentigen Biosciences are reflected as research and
development expenses in our consolidated statements of operations. Sentigen
Biosciences' operations, since its inception in February 2000, consist primarily
of research and development.
CMT is a contract research organization that specializes in supporting the
drug discovery process. CMT provides custom contract research services and High
Throughput Screening ("HTS") support services. On February 22, 2005 we sold the
assets of Specialty Media, a division of CMT, for $6.5 million in cash.
Accordingly, the assets and liabilities of Specialty Media have been accounted
for as assets and liabilities held for sale in our consolidated balance sheets.
In addition, the statements of operation for Specialty Media have been accounted
for as discontinued operations, in our consolidated statements of operation.
The expenses of the parent company, Sentigen Holding Corp. are reflected
as "Corporate overhead" expenses in our consolidated statements of operations
and include the following major classes: (1) compensation and employee benefits
cost for the chairman of the board, chief financial officer, executive vice
president of commercial operations and administrative assistant, (2)
professional fees for legal and accounting services, (3) office rental,
utilities and communication costs, (4) stock market listing fees and other
related public company expenses and (5) business travel expenses.
We were incorporated under the laws of the State of Delaware in May 1990.
After having engaged in the acquisition and operation of different businesses
subsequent to our initial public offering in August 1990, we commenced our
current business operations when we acquired CMT in May 1998. CMT was
incorporated on May 6, 1997 to acquire all of the outstanding stock in each of
Specialty Media, Inc. and Molecular Cell Science, Inc., two entities operating
in the biotechnology and pharmaceutical industries since 1987 and 1991,
respectively. Sentigen Corp. was formed on February 16, 2000, and changed its
name to Sentigen Biosciences, Inc. on February 24, 2004. We changed our name
from Prime Cellular Inc. to Sentigen Holding Corp. on June 23, 2000. On January
9, 2002, our common stock began trading on The NASDAQ SmallCap Market under the
symbol SGHL.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Sentigen Holding Corp. and its wholly owned
subsidiaries, after elimination of all inter-company accounts and
transactions.
b. CASH AND CASH EQUIVALENTS - Cash and cash equivalents include liquid
investments with maturities of three months or less at the time of
purchase.
F-10
c. U.S. TREASURY NOTES - Investments in U.S. Treasury Notes are defined
as available for sale under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" and, as such, have been
reported at fair value. Quoted market prices are used to determine
fair value.
d. PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are
stated at cost. Depreciation is provided on both straight-line and
accelerated methods over the estimated useful lives of the assets,
which range from three to seven years. Amortization of leasehold
improvements is provided on the straight-line basis over the lesser
of the estimated useful life of the asset or the remaining lease
term. Repairs and maintenance, which do not extend the useful lives
of the related assets, are expensed as incurred.
e. LICENSE AND DEFERRED COSTS - License costs are amortized over 17
years on a straight line basis and result from our exclusive
licensing agreement with the Trustees of Columbia University (See
Note 6). Deferred financing costs were incurred in connection with
various loan facilities. Deferred financing costs are amortized on a
straight-line basis over the duration of the related loan.
f. IMPAIRMENT - Intangible and long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be fully recoverable. A
review for impairment includes comparing the carrying value of an
asset to an estimate of the undiscounted net future cash inflows
over the life of the asset. An asset is considered to be impaired
when the carrying value exceeds the calculation of the undiscounted
net future cash inflows or fair market value. An impairment loss is
defined as the amount of the excess of the carrying value over the
fair market value of the asset. We believe that none of our
intangible and long-lived assets are impaired as of December 31,
2004.
g. REVENUE RECOGNITION - CMT's services are performed on a
fee-for-service, fixed contract basis that provide for payments
after specific research milestones are achieved. Revenues from fixed
price contracts with a term of more than 12 months are recognized
using the percentage-of-completion method for fixed price contracts.
Work-in-process, representing time and costs incurred on projects in
process in excess of amounts billed to customers, are recorded as
"Unbilled services" on our consolidated balance sheets. Unearned
revenue represents amounts billed in excess of costs incurred and
are recorded as liabilities on our consolidated balance sheets.
Revenues for fixed price contracts with a term of less than 12
months are recognized when specific research milestones are
achieved.
h. DIRECT COSTS - Direct costs incurred in the delivery of services at
CMT are expensed as such costs are incurred. Direct costs include:
(1) costs incurred for direct materials used in the services
performed under research contracts, (2) an allocation of the
compensation costs for the time incurred on such contracts by
scientists, (3) an allocation of indirect materials costs for
general laboratory expenses incurred for the benefit of all
contracts in process, and (4) an allocation of certain general and
administrative expenses incurred by CMT.
i. SELLING, GENERAL AND ADMINISTRATIVE COSTS - Selling, general and
administrative costs incurred in the operation of CMT are expensed
as incurred. The major classes of selling, general and
administrative expenses incurred by CMT are as follows: (1)
compensation and employee benefit costs of CMT's management, sales,
and administrative staff, (2) compensation and employee benefit
costs for the time of scientific personnel spent on selling, general
and administrative activities, (3) facilities rental, utilities,
communication costs and related operating expenses, (4) marketing,
sales and advertising costs, (5) business travel expenses, (6)
commercial and product liability insurance costs, (7) repairs and
maintenance costs on facilities and laboratory equipment and (8)
professional fees for legal and accounting services.
F-11
j. RESEARCH AND DEVELOPMENT COSTS - Research and development costs are
expensed as such costs are incurred. The operations of Sentigen
Biosciences are reflected as research and development expenses in
our consolidated statements of operations. Sentigen Biosciences'
operations, since its inception in February 2000, consist entirely
of research and development. Total expenditures on research and
development for 2004, 2003 and 2002 were $1,961,262 $1,102,753 and
$1,001,033, respectively.
k. CORPORATE OVERHEAD COSTS - Corporate overhead costs are expensed as
such costs are incurred. The expenses of the parent company are
reflected as corporate overhead expenses in our consolidated
statements of operations and include the following major classes:
(1) compensation and employee benefits cost for the chairman of the
board, chief financial officer, executive vice president of
commercial operations and administrative assistant, (2) professional
fees for legal and accounting services, (3) office rental, utilities
and communication costs, (4) stock market listing fees and other
related public company expenses and (5) business travel expenses.
l. FEDERAL CONTRACTS AND RESEARCH GRANTS - On July 26, 2004, we were
awarded a contract by the Technical Support Working Group (TSWG) -
an interagency government office with representatives from the
Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other
threats. The contract, entitled "Olfactory Receptor Microarray-Based
Sensor for Explosives Detection (ORM-EDS)", will provide Sentigen
Biosciences with $1.65 million in research funding through July
2006. We are conducting research for the development of a
freestanding sensor for the detection of explosive agents. The
sensor is aimed at reproducing the sensitivity, versatility and
chemical range of the mammalian nose. We are attempting to isolate,
produce and assemble mammalian olfactory receptors into microarrays
that would allow the nano-scale monitoring of patterns of olfactory
receptor activation resulting from exposure to potentially harmful
agents. The contract provides for the reimbursement of research
expenditures plus a fixed profit margin. Through December 31, 2004
we have earned revenues of $183,213 under this contract, while
incurring total costs of $174,489.
In 2002, Sentigen Biosciences was awarded a NIH Federal Phase
I Grant. The grant covers the direct costs of a specific project
within Sentigen Biosciences overall research program as well as an
allocation for the facilities and administrative costs of Sentigen
Biosciences related to the project. The project funded under this
grant was completed by Sentigen Biosciences in 2002; therefore; the
receipt of funds and the project costs were recorded in our
consolidated statements of operations, during the year ended
December 31, 2002.
m. INCOME TAXES - Certain income and expense items are accounted for
differently for financial reporting and income tax purposes.
Deferred tax assets and liabilities are determined based on the
difference between the financial statement and income tax basis of
assets and liabilities and the tax effect of net operating loss and
tax credit carry-forwards applying the enacted statutory tax rates
in effect for the year in which the differences are expected to
reverse.
n. ADVERTISING, MARKETING AND SALES COSTS - Advertising, marketing and
sales costs are expensed as such costs are incurred. Advertising,
marketing and sales costs during 2004, 2003 and 2002 were $327,589,
$333,157 and $300,898, respectively. These costs are included in
selling, general and administrative expenses in our consolidated
statements of operations.
o. ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at
F-12
the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
p. EARNINGS PER SHARE - The accompanying financial statements include
earnings per share calculated as required by SFAS No. 128 "Earnings
Per Share" which replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per
share. Basic earnings per share is calculated by dividing net loss
by the weighted average number of shares of common stock
outstanding. Diluted earnings per share include the effects of
securities convertible into common stock, consisting of stock
options, to the extent such conversion would be dilutive. Potential
common stock was excluded from the computation for the years ended
December 31, 2004, 2003 and 2002 because of SFAS No. 128 which
prohibits adjusting the denominator of diluted EPS for additional
potential common shares when a net loss from continuing operations
is reported.
q. STOCK-BASED COMPENSATION - SFAS No. 123 "Accounting for Stock-Based
Compensation", encourages, but does not require companies to record
compensation cost for stock-based employee compensation plans at
fair value. We continue to account for stock-based compensation to
employees using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." APB No. 25 requires no recognition of compensation
expense for the stock-based compensation arrangements provided to
employees where the exercise price is equal to the market price at
the date of the grants. Options issued to non-employees are valued
at the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably
measurable. The expense for options issued to non-employees is
recorded as stock based compensation in our consolidated statements
of operations. On September 4, 2003 the life of a stock option
previously granted to the Chairman of the Board, Chief Executive
Officer and President was extended. The option is for the purchase
of 217,000 shares of common stock at $1.625 per share and was
originally granted on May 1, 1996. The stock option is fully vested
and would have expired on April 30, 2004. The amendment extended the
life of the option to April 30, 2006. As a result of this amendment
and according to FASB Interpretation No. 44 to APB Opinion No. 25 we
recognized stock based compensation in the amount of $820,407 (See
Note 13).
r. SEGMENTS - The accompanying financial statements include segment
disclosure as required by SFAS No. 131 "Disclosures about Segments
of an Enterprise and Related Information," which expands and
modifies disclosures but has no impact on the consolidated financial
position or results of operations or cash flows. Our reportable
operating segments are: CMT, Sentigen Biosciences and Corporate. On
February 22, 2005 we sold the assets of Specialty Media, a division
of CMT, for $6.5 million in cash. Accordingly, the assets and
liabilities of Specialty Media have been accounted for as assets and
liabilities held for sale in our consolidated balance sheets. In
addition, the statements of operation for Specialty Media have been
accounted for as discontinued operations, net of tax in our
consolidated statements of operation.
s. RECLASSIFICATION - Certain amounts from the prior years have been
reclassified to conform to the current year's presentation. These
reclassifications have no effect on previously reported net losses.
t. FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of cash and
cash equivalents approximates fair value because of the short-term
maturity of those instruments. The fair value of our U.S. Treasury
Notes is based upon the quoted market price on the last business day
of the fiscal year. The carrying value of long-term debt
approximates fair value.
u. RECENT ACCOUNTING PRONOUNCEMENTS - In December 2004, the FASB issued
SFAS No. 123R, "Share-Based Payment." SFAS No. 123R is a revision of
SFAS No. 123, "Accounting for Stock Based Compensation," and
supersedes APB Opinion No. 25. Among other items,
F-13
SFAS No. 123R eliminates the use of APB 25 and the intrinsic value method of
accounting, and requires companies to recognize the cost of employee services
received in exchange for awards of equity instruments, based on the grant date
fair value of those awards, in the financial statements. The effective date of
SFAS No. 123R for the Company is the third quarter of 2005. SFAS No. 123R
permits companies to adopt its requirements using either a "modified
prospective" method, or a "modified retrospective" method. Under the "modified
prospective" method, compensation cost is recognized in the financial statements
beginning with the effective date, based on the requirements of SFAS No. 123R
for all share-based payments granted after that date, and based on the
requirements of SFAS No. 123 for all unvested awards granted prior to the
effective date of SFAS No. 123R. Under the "modified retrospective" method, the
requirements are the same as under the "modified prospective" method, but also
permits entities to restate financial statements of previous periods, either for
all prior periods presented or to the beginning of the fiscal year in which the
statement is adopted, based on previous pro forma disclosures made in accordance
with SFAS No. 123. The Company has not yet determined which of the methods it
will use upon adoption.
The Company currently utilizes the Black-Scholes option pricing model to
measure the fair value of stock options granted to employees. While SFAS No.
123R permits entities to continue to use such a model, it also permits the use
of a "lattice" model. The Company expects to continue using the Black-Scholes
option pricing model upon adoption of SFAS No. 123R to measure the fair value of
stock options.
The adoption of this statement will have the effect of reducing net income
and income per share as compared to what would be reported under the current
requirements. These future amounts cannot be precisely estimated because they
depend on, among other things, the number of options issued in the future, and
accordingly, the Company has not determined the impact of adoption of this
statement on its results of operations.
SFAS No. 123R also requires that the benefits associated with the tax
deductions in excess of recognized compensation cost be reported as a financing
cash flow, rather than as an operating cash flow as required under current
literature. This requirement will reduce net operating cash flows and increase
net financing cash flows in periods after the effective date. These future
amounts cannot be estimated, because they depend on, among other things, when
employees exercise stock options.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation --Transition and Disclosure, an amendment of SFAS No.
123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 was effective for the year ended December 31, 2002.
F-14
The following table reconciles net loss and diluted earnings per share
(EPS), as reported, to pro-forma net loss and diluted EPS, as if we had expensed
the fair value of employee stock options as permitted by SFAS No. 123, as
amended by SFAS No. 148, since it permits alternative methods of adoption.
2004 2003 2002
----------- ----------- -----------
Net Loss:
As reported $(1,714,520) $ (873,188) $ (522,031)
Pro-forma expense as if employee
stock options were charged
against net loss (474,224) (244,551) (192,051)
----------- ----------- -----------
Pro-forma net loss using the fair
value method $(2,118,744) $(1,117,739) $ (714,082)
=========== =========== ===========
Basic and Diluted EPS:
As reported $ (0.23) $ (0.12) $ (0.07)
Pro-forma using the fair
value method $ (0.28) $ (0.15) $ (0.10)
3. U.S. TREASURY NOTES
At December 31, 2004 we held the following U.S. Treasury Notes:
AMORTIZED FAIR UNREALIZED
COST VALUE GAIN / (LOSS)
------------ ----------- ------------
U.S. Treasury Note, $9,000,000 face value
coupon rate of 3.1250%
maturing on May 15, 2007 $ 8,993,665 $ 8,995,410 $ 1,745
U.S. Treasury Note, $750,000 face value
coupon rate of 2.5000%
maturing on September 30, 2006 749,116 743,528 (5,588)
----------- ----------- ----------
Total U.S. Treasury Notes as of December 31, 2004 $ 9,742,781 $ 9,738,938 $ (3,843)
=========== =========== ==========
On February 22, 2005, we purchased a $5,000,000 face value, 3.125%, U.S.
Treasury Note, maturing on January 31, 2007 with a portion of the proceeds from
the sale of the Specialty Media Division.
On May 11, 2004 we purchased the $9,000,000 face value, 3.125% U.S.
Treasury Note maturing on May 15, 2007. On October 5, 2004 we purchased the
$750,000 face value, 2.500% U.S. Treasury Note maturing on September 30, 2006.
These purchases account for the majority of the $9,739,392 decline in cash and
cash equivalents reported in our consolidated statement of cash flow for the
year ended December 31, 2004.
On January 22, 2003 we sold a 2.125%, $5,250,000 face value U.S. Treasury
Note due October 31, 2004. We received gross proceeds of $5,319,871 of which
$26,574 represented accrued interest. Capital gains recognized on the sale were
minimal. The proceeds were invested in 90-day U.S. Treasury Bills. This sale
accounts for the majority of the $5,266,985 increase in cash and cash
equivalents reported in our consolidated statement of cash flows for the year
ended December 31, 2003.
F-15
4. DISCONTINUED OPERATION
On February 22, 2005 we entered into agreements with Serologicals
Corporation and its direct and indirect subsidiaries, Chemicon Specialty Media,
Inc. ("Purchaser") and Chemicon International, Inc., pursuant to which CMT sold
substantially all of the assets, including the facility on 580 Marshall Street,
Phillipsburg, NJ, of its Specialty Media Division (the "Division") to the
Purchaser for $6,500,000 in cash.
Pursuant to the Asset Purchase Agreement among the parties, CMT sold
substantially all of the assets of the Division for $6,095,000, subject to
post-closing working capital adjustments. Of this amount, $500,000 is being held
in escrow pursuant to the terms of an Escrow Agreement to satisfy
indemnification obligations of the Company or CMT. Assuming no indemnification
obligations of the Company or CMT, $250,000 will be paid to the Company on each
of the six month and one year anniversaries of the Asset Purchase Agreement.
The parties also entered into an Agreement of Sale pursuant to which the
Purchaser acquired the Division's facility at 580 Marshall St., Philipsburg, NJ
for $405,000 (the "Real Estate Purchase Agreement"). The Purchaser also agreed
to retire the outstanding loan in the amount of $243,310 secured by a mortgage
on the property pursuant to the terms of the Asset Purchase Agreement.
The parties also entered into a Transition Services Agreement pursuant to
which CMT will provide the Purchaser with certain telecommunication, accounting
and document management services until June 30, 2005.
The assets and liabilities of the Division are classified as
"held-for-sale" as follows:
AS OF DECEMBER 31,
-----------------------
2004 2003
---------- ----------
Assets held for sale:
Accounts receivable $ 443,986 $ 355,419
Inventory 234,875 241,134
Deferred financing costs 6,434 7,202
Property, plant and equipment 488,667 574,460
---------- ----------
Total assets held for sale $1,173,962 $1,178,215
========== ==========
Liabilities held for sale:
Accounts payable 222,943 173,996
Mortgage payable 244,495 249,670
---------- ----------
Total liabilities held for sale $ 467,438 $ 423,666
========== ==========
F-16
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 144 "Accounting for the Impairment or Disposal of Long-lived Assets," the
operations of the Division are reported separately as discontinued operations
for all periods presented. The financial results of the Division, included in
discontinued operations, were as follows:
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
2004 2003 2002
---------- ---------- ----------
Product revenues $3,298,799 $2,938,279 $2,662,204
Direct costs 1,391,790 1,227,770 1,102,466
---------- ---------- ----------
Income after direct costs 1,907,009 1,710,509 1,559,738
Operating expenses:
Selling, general and administrative 672,405 699,463 566,294
Research and development 19,554 16,419 1,666
Depreciation and amortization 85,793 105,225 100,283
---------- ---------- ----------
Total operating expenses 777,752 821,107 668,243
Income from operations 1,129,257 889,402 891,495
Interest expenses 11,429 15,078 26,385
---------- ---------- ----------
Income before provision for income taxes 1,117,828 874,324 865,110
Provision for income taxes 65,509 62,445 76,468
---------- ---------- ----------
Net income from discontinued operation $1,052,319 $ 811,879 $ 788,642
========== ========== ==========
F-17
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
DECEMBER 31,
-----------------------
2004 2003
---------- ----------
Building and Improvements $ 374,356 $ 321,630
Machinery and Equipment 2,489,578 2,058,999
Equipment under capital lease 197,777 130,945
Furniture and Fixtures 242,881 207,835
---------- ----------
Total Property, Plant and Equipment 3,304,592 2,719,409
Less: Accumulated Depreciation 2,365,326 1,890,269
---------- ----------
Property, Plant and Equipment - net $ 939,266 $ 829,140
========== ==========
Depreciation expense charged to continuing operations was $502,444,
$447,274, $478,222 for the years ended December 31, 2004, 2003 and 2002
respectively. As of December 31, 2004 and 2003 the carrying amounts of equipment
under capital lease was $91,610 and $85,135 respectively.
6. EXCLUSIVE LICENSE AGREEMENT
On April 10, 2000, Sentigen Biosciences entered into a license agreement
with The Trustees of the Columbia University in New York for an exclusive
worldwide right to Columbia's patent applications and other proprietary rights
in the areas of insect chemosensation and olfaction. The licensing agreement
with The Trustees of the Columbia University in New York required us to
contribute a minimum of $1,000,000 into Sentigen Biosciences within one year of
the date of the agreement (by April 2001) or we must have been involved in
active negotiations to raise $1,000,000 in additional funding. We satisfied this
provision through the consummation of a private placement in November 2000 in
which 863,834 shares of our common stock was sold for $6.00 per share for
aggregate gross proceeds of $5,183,004.
Another provision of the agreement requires that a minimum of $50,000 per
six month period or $100,000 per annual period be spent on bona fide research
and development of the patents and licenses subject to the agreement from the
second through the fourth years of the agreement (April 2002 through April 2004)
or we must have been involved in active negotiation to raise $1,000,000 in
additional funding. We satisfied this provision through April 2004.
In consideration of the license agreement, Columbia was issued 75,000
shares of our common stock and will receive royalties of 1% of the net sales of
any licensed products or services. The value of this license agreement is
recorded as license costs, net of accumulated amortization on the consolidated
balance sheet. The original value of the license reflects the closing share
price of our common stock on April 10, 2000. The value of the license, net of
amortization as of December 31, 2004 and 2003 was $317,515 and 343,434,
respectively. The following table details the expected amortization costs of the
license over the next 5 years:
For the years ended: Expected amortization expense
2005 $ 25,919
2006 25,919
2007 25,919
2008 25,919
2009 25,919
----------
Total $ 129,515
F-18
On May 27, 2004 we entered into a second license agreement with Columbia
for the exclusive license to Columbia's rights under patent applications
developed jointly by us and Columbia in the area of assaying receptor activity.
In consideration of the May 27, 2004 exclusive license agreement, we agreed to
the following:
- We will pay Columbia a royalty totaling 5% of the net sales
received by us on any products developed by us and approved by
the Food & Drug Administration ("FDA").
- We will also pay to Columbia a royalty totaling 5% of any
payments received by us on any products approved by the FDA that
were developed pursuant to sublicenses of our rights under the
patents.
We are also obligated to spend the following on the research and
development of products under the patents:
- A minimum of $1,000,000 from May 27, 2004 through December 31,
2005 and
- A minimum of $100,000 per year for calendar years 2006 through
2010.
For the period from May 27, 2004 through December 31, 2004 we spent
approximately $920,000 on the research and development of products under the
patents.
There is no assurance that the technology related to the licensing
agreements with The Trustees of Columbia University or other technologies
involved in the research and development activities of Sentigen Biosciences will
prove to be productive. In the event we decide to terminate such activities,
there will be associated costs to us, such as payment to employees and expenses
related to the closing of its facility at 3960 Broadway, New York, New York. No
provisions have been made for such possible further expense.
7. FEDERAL RESEARCH CONTRACTS AND NIH GRANTS
On July 26, 2004, we were awarded a contract by the Technical Support
Working Group (TSWG) - an interagency government office with representatives
from the Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other threats. The
contract, entitled "Olfactory Receptor Microarray-Based Sensor for Explosives
Detection (ORM-EDS)", will provide Sentigen Biosciences with $1.65 million in
research funding through July 2006. We are conducting research for the
development of a freestanding sensor for the detection of explosive agents. The
sensor is aimed at reproducing the sensitivity, versatility and chemical range
of the mammalian nose. We are attempting to isolate, produce and assemble
mammalian olfactory receptors into microarrays that would allow the nano-scale
monitoring of patterns of olfactory receptor activation resulting from exposure
to potentially harmful agents. The contract provides for the reimbursement of
research expenditures plus a fixed profit margin. Through December 31, 2004 we
have earned revenues of $183,213 under this contract, while incurring total
costs of $174,489.
On August 19, 2002, Sentigen Biosciences was awarded a NIH Federal Phase I
Grant in the amount of $100,003. The term of the grant was from September 1,
2002 through February 28, 2003. The grant covers the direct costs of a specific
project within Sentigen Biosciences overall research program as well as an
allocation for facilities and administrative costs of Sentigen Biosciences
related to the project. As of December 31, 2002, Sentigen Biosciences had
completed the research project covered under the grant and all funds had been
received from the NIH. The activity on this grant is reflected in the
consolidated statements of operations for the year ended December 31, 2002.
8. RETIREMENT PLAN
We administer a 401(k) retirement plan for all eligible employees who meet
certain eligibility criteria such as age, term of employment, etc. Eligible
employees may elect to contribute a portion of their gross salary (subject to
federal tax law) to the plan. We do not make matching contributions to the plan.
F-19
9. LONG-TERM DEBT
Long-term debt consists of the following:
UNPAID PRINCIPAL AT
DECEMBER 31,
FACE INTEREST ---------------------
COMPANY MATURITY VALUE RATE DESCRIPTION AND COVENANTS 2004 2003
------- -------- ----- --------- ------------------------- --------- ---------
Equipment Loan. Guaranteed by Sentigen Holding
Matured 5.50% Corp. Guarantor required to maintain unencumbered
CMT August $350,000 (variable) liquid assets of two-times the outstanding loan
2004 balance. - 43,572
Equipment Loan. Guaranteed by Sentigen Holding
5.25% Corp. CMT is required to maintain cash-flow equal
CMT May $720,000 (fixed) to 1.25 to 1.00 times annual debt service as well
2009 as maintain a debt to equity ratio of 3 to 1. 488,982 584,662
Equipment Loan. Guaranteed by Sentigen Holding
4.50% Corp. CMT is required to maintain cash-flow equal
CMT To be $361,402 (variable) to 1.25 to 1.00 times annual debt service as well
Negotiated as maintain a debt to equity ratio of 3 to 1. 361,402 -
Equipment Loan. Guaranteed by Sentigen Holding
Sentigen April 5.50% Corp. Guarantor required to maintain unencumbered
Biosciences 2005 $300,000 (variable) liquid assets of two-times the outstanding loan
balance. 21,027 92,121
--------- ---------
$ 871,411 $ 720,355
Less: Current Maturities (122,367) (210,966)
--------- ---------
Long-Term Debt - Net $ 749,044 $ 509,389
========= =========
We were in compliance with all debt covenants as of December 31, 2004 and
2003.
On August 13, 2004 CMT borrowed $110,310 under a $500,000 promissory note
to finance capital equipment expenditures. We are required to pay interest at
the prime rate on principal amounts borrowed during the first year of the
promissory note. At the conclusion of the first year of the promissory note
(July 2005), a principal repayment schedule will be negotiated and the interest
rate will become fixed. On October 26, 2004 CMT borrowed an additional $197,373
under this loan commitment. On December 3, 2004 CMT borrowed an additional
$53,719 under this loan commitment.
On February 5, 2003, CMT renegotiated the interest rate on its equipment
loan maturing August 2004 from a fixed rate of 8.75% to a variable interest
rate. The variable interest rate is the prime rate of interest plus 1.00% with a
minimum interest rate of 5.50%.
On February 5, 2003, Sentigen Biosciences renegotiated the interest rate
on its equipment loan maturing April 2005 from a fixed rate of 8.75% to a
variable interest rate. The variable interest rate is the prime rate of interest
plus 1.00% with a minimum interest rate of 5.50%.
F-20
On April 15, 2003, CMT renegotiated the interest rate on its equipment
loan, maturing May 2009 from a fixed rate of 7.40% to a fixed rate of 5.25%. The
amortization period of the loan remained unchanged.
A schedule of principal payments over the next five years is as follows:
TOTAL LESS THAN 1 YEAR 1-3 YEARS 3-5 YEARS GREATER THAN 5 YEARS
----- ---------------- --------- --------- --------------------
Long-Term Debt Obligations $ 871,411 122,367 399,942 312,962 36,140
10. COMMITMENTS
Joseph K. Pagano. On May 24, 1999, we entered into an employment agreement
with Mr. Pagano to serve as Chairman of the Board, President and Chief Executive
Officer. The employment agreement was for an initial term of one year and
automatically renews thereafter unless notice is given by one of the parties.
The employment agreement provided for annual base compensation of $85,000 and in
March 2001 was amended to provide for annual base compensation of $175,000. On
February 17, 2004, Mr. Pagano's annual base compensation was raised to $225,000.
In connection with the employment agreement, the termination date of an option
previously granted to Mr. Pagano to purchase 217,000 shares of our common stock
was extended an additional three years to April 30, 2004. The termination date
of this option was extended again on September 4, 2003 to April 30, 2006. On
September 15, 2000, we granted Mr. Pagano an option to purchase an aggregate of
200,000 shares of our common stock at $9.00 per share, which expires as to
66,000 shares on September 15, 2005 and 134,000 shares on September 15, 2010.
This option vests in four equal annual installments commencing on September 15,
2001.
Ronald C. Newbold. On January 3, 2005, we entered into an employment
agreement with Ronald C. Newbold, PhD pursuant to which the Company will employ
Dr. Newbold as its Executive Vice President of Commercial Operations. The
Agreement has an initial term of two years and will be renewed automatically for
an additional one year period at the end of each term unless either party gives
notice not to extend. The agreement provides for an annual salary at the rate of
$205,000, which will be reviewed annually. The agreement also provides for a
$500 per month car allowance. Upon execution of the Agreement, Dr. Newbold
received a bonus of $25,000. The Employment Agreement contemplates the
development of a bonus plan providing for the payment of an annual bonus to Dr.
Newbold upon achievement of certain operational and financial milestones. The
bonus, payable at the end of 2005 will not be less than $25,000. Pursuant to the
Employment Agreement, Dr. Newbold was also awarded an option to purchase 50,000
shares of the Company's common stock pursuant to the Company's 2000 Performance
Equity Plan at an exercise price equal to $7.00 per share. The options will vest
in equal annual installments over a four-year period.
Thomas Livelli. On May 23, 2001, CMT entered into an employment agreement
with Mr. Livelli to serve as Chief Executive Officer and President of CMT until
the earlier of May 22, 2006 or the two-year anniversary of a "change in control"
(as such term is defined in the employment agreement). The employment agreement
provided for an annual base compensation of $150,000, with automatic cost of
living adjustments on each one-year anniversary of the agreement. Mr. Livelli is
also entitled to participate in CMT's bonus plan, which is based on CMT's net
profits (subject to certain adjustments) and allocated each year by the Board of
Directors. Mr. Livelli's agreement provides that his bonus shall be at least
$20,000 for each full fiscal year of employment. If such minimum bonus payment
exceeds Mr. Livelli's allocated bonus under the plan, the excess shall be
credited against any future allocated bonuses in excess of $20,000. The
employment agreement provides for Mr. Livelli's employment on a full-time basis
and contains a provision that the employee will not compete with us during the
term of the employment agreement and for a period of two years thereafter.
Pursuant to the employment agreement, Mr. Livelli was granted an option to
purchase 25,000 shares of our common stock at $9.00 per share. This option
expires on May 22, 2011 and vests in five equal annual installments commencing
on January 1, 2002. On August 1, 2002, Mr. Livelli's employment agreement was
amended to provide for an annual base salary of $165,000. Pursuant to the
automatic cost of living adjustment provided for in the agreement we increased
F-21
Mr. Livelli's annual base salary to $169,571 effective May 23, 2003. In August,
2004, Mr. Livelli's annual base salary was increased to $200,000. On July 29,
2003 Mr. Livelli's employment agreement was amended to provide for a one-time
bonus of $10,000 in addition to any bonus earned by Mr. Livelli in 2003. The
amendment also extended the terms of Mr. Livelli's employment agreement to the
earlier of May 22, 2008 or the two year anniversary of a "change in control" (as
such term is defined in the employment agreement).
Life Insurance Policies on Chairman of the Board and Scientific
Consultant. In December 2002, we purchased insurance on the lives of Joseph K.
Pagano and Richard Axel.
We purchased two term insurance policies on the life of Joseph K. Pagano,
our Chairman of the Board, Chief Executive Officer and President. We are the
beneficiary under one of the policies in the amount of $5 million. Mr. Pagano's
son is the beneficiary under the other policy in the amount of $5 million. We
are required to make annual premium payments of $23,750 until December 24, 2012,
at which time scheduled annual premium increases begin. The policy is
cancelable, non-participating and does not pay dividends.
We purchased a term insurance policy on the life of Richard Axel, a
scientific consultant to us. We are the beneficiary under the policy in the
amount of $10 million. We are required to make annual premium payments of
$30,785 until December 9, 2012, at which time scheduled annual premium increases
begin. The policy is cancelable, non-participating and does not pay dividends.
F-22
11. LEASES
Operating Leases. Lease commitments classified as operating-type leases
consist primarily of facilities, office equipment and certain laboratory
equipment. Rental expenses for these operating-type leases are as follows:
RENTAL EXPENSE
FOR THE YEARS ENDED
--------------------------
COMPANY PURPOSE AND TERMS 2004 2003 2002
- ------- ----------------- ---- ---- ----
PROPERTIES:
CMT In November 2001, CMT signed a 44-month lease for approximately 11,000 square feet
of laboratory and office/warehouse space at 445 Marshall Street, Phillipsburg, New
Jersey. $160,092 $158,123 $144,793
Sentigen Sentigen Biosciences leases laboratory space at 3960 Broadway, New York, New York,
Biosciences 10032. In October 2004, we signed a one-year extension on this location and
expanded this location by an additional 700 square feet 82,161 68,778 82,440
Sentigen We lease approximately 980 square feet of office space for use by our Board of
Holding Directors and Executive Officers at 434 East Cooper Street, Aspen, Colorado. The
Corp. lease expires April 30, 2005; we intend to renew this lease, should the lease
terms be acceptable to us. 39,450 40,993 38,654
CMT In March 2001, CMT signed a 3-year lease for approximately 3,000 square feet
of laboratory space at 418 Industrial Drive, North Wales, Pennsylvania.
This space accommodates the high throughput screening support services
group. In February 2003 , CMT expanded the 418 Industrial Drive location an
additional 3,000 feet to include 422 Industrial Drive. 36,000 34,500 18,000
Sentigen On October 1, 2003, we leased an apartment in New York, New York in connection
Holding with our employment agreement with Erik R. Lundh. The lease expired on September
Corp. 30, 2004 and was not renewed. 22,050 7,350 -
EQUIPMENT:
CMT CMT leases certain laboratory and office equipment under operating leases. 46,798 22,748 17,294
Sentigen Sentigen Biosciences leases certain office equipment under operating
Biosciences leases. 20,554 5,460 4,195
-------- -------- --------
Total Rental Expense $407,105 $337,952 $305,376
======== ======== ========
Capital Leases. In April 2004, CMT leased equipment for use in the
provision of services under certain contracts. The lease qualified for treatment
as a capital lease for accounting purposes. At the inception of the lease,
equipment and an offsetting capital lease liability was recorded on our
consolidated balance sheet in the amount of $66,832. We used a fixed interest
rate of 5.00% to approximate the borrowing rate for the lease. The equipment is
being depreciated on a straight-line basis through the term of the lease which
expires in March 2007. Rental payments for the year ended December 31, 2004
totaled $17,782. Of those payments, $15,533 was applied to the capital lease
liability and $2,249 was applied to
F-23
interest expense. As of December 31, 2004 the total remaining obligation under
this lease amounted to $51,299.
In July 2003, CMT leased equipment for use in the performance of certain
contracts in the MCS division. The lease qualified for treatment as a capital
lease for accounting purposes. At the inception of the lease, equipment and an
offsetting capital lease liability was recorded on our consolidated balance
sheet in the amount of $35,000. We used a fixed interest rate of 5.00% to
approximate the borrowing rate for the lease. The equipment is being depreciated
on a straight-line basis through the term of the lease which expires in June
2006. Rental payments for the year ended December 31, 2004 totaled $12,744. Of
those payments, $11,534 was applied to the capital lease liability and $1,210
was applied to interest expense. As of December 31, 2004 the total remaining
lease obligation amounted to $17,912.
In October 2002, CMT leased equipment for use in the performance of
certain contracts in the MCS division. The lease qualified for treatment as a
capital lease for accounting purposes. At the inception of the lease, equipment
and an offsetting capital lease liability was recorded on our consolidated
balance sheet in the amount of $95,945. We used a fixed interest rate of 7.40%
to approximate the borrowing rate for the lease. The equipment is being
depreciated on a straight-line basis through the term of the lease which expires
in September 2005. Rental payments for the year ended December 31, 2004 totaled
$36,067. Of those payments, $32,914 was applied to the capital lease liability
and $3,153 was applied to interest expense. As of December 31, 2004 the total
remaining lease obligation amounted to $24,571.
The estimated future minimum rental payments under capital and
operating-type leases over the next three years are as follows:
CAPITAL OPERATING
---------- ----------
For the year ending December 31,
2005 $ 63,503 $ 410,450
2006 29,576 230,645
2007 6,982 -
---------- ----------
Minimum rental payments $ 100,061 $ 641,095
(Less) interest-portion of rental payments (6,279)
----------
Capital lease obligation $ 93,782
==========
12. INCOME TAXES
Deferred taxes reflect the tax effects of temporary differences between
the amounts of assets and liabilities for financial reporting and the amounts
recognized for income tax purposes as well as the tax effects of net operating
loss and tax credit carryforwards. The significant components of net deferred
tax assets are as follows:
DECEMBER 31,
--------------------------------------
2004 2003
--------------- ---------------
Net operating loss carryforwards $ 1,839,000 $ 1,393,000
Research and Development credit carryforward 311,000 144,000
AMT Credit carryforward 6,000 6,000
Stock based compensation 464,000 377,000
Depreciation and other temporary differences 22,000 14,000
--------------- ---------------
Total deferred tax assets 2,642,000 1,934,000
Less: Valuation allowance 2,642,000 1,934,000
--------------- ---------------
Net deferred tax assets $ - $ -
=============== ===============
F-24
We believe that it is more likely than not that the deferred tax assets
will not be realized and have therefore provided a valuation allowance in the
consolidated balance sheet equal to the entire amount of the deferred tax
assets.
The provision for income taxes on continuing operations differs from the
amount using the statutory federal income tax rate (34%) as follows:
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------
2004 2003 2002
------------ ------------ ------------
At Statutory Rates $ (583,000) $ (297,000) $ (132,000)
Loss for which no benefit was recorded 583,000 297,000 132,000
State income taxes on continuing operations 87,776 63,699 59,383
State income taxes on discontinued operation 65,509 62,445 76,468
------------ ------------ ------------
Provision for income taxes $ 153,285 $ 126,144 $ 135,851
============ ============ ============
At December 31, 2004 we have federal and state net operating loss
carryforwards of $3,659,610 and $9,389,874, respectively, available to offset
future federal and state taxable income. These carryforwards will expire between
December 31, 2009 and December 31, 2024. Additionally, we have research and
development credit and Alternative Minimum Tax credit carryforwards of $311,000
and $6,000 respectively. The research and development credit carryforwards will
expire between December 31, 2012 and December 31, 2024 and the Alternative
Minimum Tax credit carryforwards may be carried forward indefinitely. These
credit carryforwards will be available to offset future federal income tax
liabilities.
13. EQUITY COMPENSATION PLANS
We have two equity compensation plans: the 1990 Stock Option Plan and the
2000 Performance Equity Plan. We no longer grant options to purchase common
stock under the 1990 Stock Option Plan. The 2000 Performance Equity Plan
provides for the award of options to purchase common stock, stock appreciation
rights, restricted stock, deferred stock, stock-reload options and other
stock-based awards covering up to 2,000,000 shares of our common stock.
The 2000 Performance Equity Plan is administered by our Board of
Directors. Subject to the provisions of the plan, the Board of Directors (or a
committee thereof) has the authority to determine the individuals to whom awards
are to be made, the number of shares of our common stock to be covered by each
award, the type of award, the exercise or contract price, the vesting period and
life of the award, restrictions, if any, on the exercise of the award, the terms
for the payment of the exercise or contract price and other terms and
conditions. The 2000 Performance Equity Plan provides for awards to employees,
directors, consultants, agents and other persons that are deemed to be valuable
to us or our subsidiaries. The 2000 Performance Equity Plan prohibits the
issuance of any award covering more than 200,000 shares of common stock to any
one person in any one calendar year.
Since the inception of the 2000 Performance Equity Plan only options to
purchase common stock have been awarded under the Plan. The 2000 Performance
Equity Plan permits the award of both incentive stock options, as defined in
Section 422 of the Internal Revenue Code, and stock options that do not conform
to the requirements of that Code section ("non-incentive stock options"). The
exercise price of each incentive and non-incentive stock option may not be less
than 100% of the quoted market price of our common stock on the date of the
grant. In the case of a grant of an incentive stock option to an employee who
owns 10% or more of our outstanding stock, the exercise price may not be less
than 110% of the quoted market price of our common stock on the date of the
grant.
F-25
At December 31, 2004, options to purchase an aggregate of 240,670 and
1,174,551 shares of our common stock were outstanding under the 1990 plan and
2000 plan, respectively. In the past we have awarded non-plan options and
warrants to certain officers, employees and consultants. At December 31, 2004,
non-plan warrants to purchase 44,810 shares of our common stock were
outstanding. These non-plan warrants were issued in November 2000 in connection
with a private placement of our common stock. At December 31, 2004 we have
816,381 shares of common stock remaining for additional grants of stock-based
awards under the 2000 Performance Equity Plan. We no longer grant options to
purchase common stock under the 1990 Stock Option Plan.
The pro-forma information required by SFAS No. 148 regarding net income
and earnings per share has been presented as if the stock option plans had been
accounted for under the fair value method. The fair value of each option grant
is estimated on the date of the grant using the Black-Scholes pricing model with
the following weighted average assumptions:
2004 2003 2002
------- ------- -------
Weighted Average Assumptions:
Expected service period 5 years 5 years 5 years
Risk free interest rate 3.0% 1.8% 4.0%
Volatility of stock 125% 114% 240%
Expected dividend yield 0% 0% 0%
The weighted average fair value per share of the options granted during
2004, 2003 and 2002 was $7.30, $4.48 and $4.71, respectively.
In addition to the options granted to employees and directors, we granted
13,000, 7,000 and 0 options to non-employees during the years ended December 31,
2004, 2003 and 2002 respectively. Non-employees consist primarily of consultants
to us or our subsidiaries. Consultants are retained under consulting agreements
and are not considered employees of ours or our subsidiaries. Non-cash
stock-based compensation cost of $785,577, $943,200 and $222,437 during the
years ended December 31, 2004, 2003 and 2002 respectively, was recognized based
on the fair value of the options issued to scientific consultants retained in
the year 2000 and, amortized over the respective five year anticipated service
periods.
On September 4, 2003 an option agreement with the Chairman of the Board,
Chief Executive Officer and President was amended. The option is for the
purchase of 217,000 shares of our common stock at $1.625 per share and was
originally granted on May 1, 1996. The stock option is fully vested and would
have expired on April 30, 2004. The amendment extends the life of the option to
April 30, 2006. All other terms of the stock option agreement remain unchanged.
As a result of this amendment and according to FASB Interpretation No. 44 to APB
Opinion No. 25 we recognized stock based compensation in the amount of $820,407
on the date of the amendment.
F-26
Presented below is a summary of stock option plan activity for the years shown:
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE OPTIONS EXERCISE
OPTIONS PRICE EXERCISABLE PRICE
--------- -------- ----------- --------
Balance, January 1, 2002 1,625,250 $ 4.36 926,670 $ 2.99
Granted 44,364 6.00
Exercised (303,720) 0.68
Cancelled (52,050) 4.40
---------
Balance, December 31, 2002 1,313,844 $ 5.26 767,370 $ 4.64
Granted 109,500 4.80
Exercised (3,700) 1.22
Cancelled (50,385) 4.97
---------
Balance, December 31, 2003 1,369,259 $ 5.24 890,352 $ 4.97
Granted 63,000 7.05
Exercised (15,948) 4.13
Cancelled (1,090) 6.05
---------
Balance, December 31, 2004 1,415,221 $ 5.33 1,064,509 $ 5.23
=========
Presented below are options currently outstanding and exercisable at December
31, 2004:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- ------------------------
WEIGHTED WEIGHTED
RANGE OF AVERAGE AVERAGE WEIGHTED
EXERCISE REMAINING EXERCISE AVERAGE
PRICES NUMBER LIFE PRICE NUMBER EXERCISE PRICE
- --------------- --------- --------- -------- --------- --------------
$ 1.00 - $ 1.81 240,670 1.6 $ 1.58 238,220 $ 1.58
4.50 - 4.75 120,000 8.2 4.71 76,499 4.70
5.00 - 5.88 553,500 1.0 5.01 387,400 5.01
6.00 - 6.50 203,051 4.6 6.12 122,390 6.11
7.12 - 7.65 53,000 9.6 7.25 13,000 7.65
9.00 245,000 4.5 9.00 227,000 9.00
--------- ---------
1,415,221 3.2 $ 5.33 1,064,509 $ 5.23
========= =========
F-27
14. SEGMENT INFORMATION
We operate through two wholly-owned subsidiaries, CMT and Sentigen
Biosciences. CMT, Sentigen Biosciences and Corporate are distinct reportable
operating segments. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies. These
reportable segments are strategic business units that offer different products
and services. They are managed separately because each business requires
different technologies and marketing strategies. Sales and transfers between
segments, if any, are accounted for as if the transactions were to third
parties, that is at current market prices. All inter-company transactions have
been eliminated in the presentation of segment information.
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------
2004 2003 2002
------------- ------------- -------------
Revenues
CMT $ 6,126,840 $ 6,076,502 $ 4,455,239
Sentigen Biosciences 188,213 - 100,003
------------- ------------- -------------
Total reported $ 6,315,053 $ 6,076,502 $ 4,555,242
============= ============= =============
Operating income (loss)
CMT $ 1,342,984 $ 1,725,336 $ 709,455
Sentigen Biosciences (2,114,737) (1,259,673) (1,124,787)
Corporate (2,087,159) (2,122,598) (1,098,299)
------------- ------------- -------------
Total reported $ (2,858,912) $ (1,656,935) $ (1,513,631)
============= ============= =============
Depreciation and amortization
CMT $ 436,825 $ 369,949 $ 382,439
Sentigen Biosciences 59,619 67,253 82,788
Corporate 6,000 10,072 12,995
------------- ------------- -------------
Total reported $ 502,444 $ 447,274 $ 478,222
============= ============= =============
Segment assets
CMT $ 1,490,437 $ 1,365,531 $ 1,326,921
Sentigen Biosciences 629,504 459,919 581,303
Corporate 10,094,840 10,119,714 10,046,695
------------- ------------- -------------
Total assets for reportable segments $ 12,214,781 $ 11,945,164 $ 11,954,919
Assets held for sale 1,173,962 1,178,215 1,193,516
------------- ------------- -------------
Total reported $ 13,388,743 $ 13,123,379 $ 13,148,435
============= ============= =============
Expenditures for property, plant and equipment
CMT $ 413,585 $ 115,956 $ 465,158
Sentigen Biosciences 104,766 4,700 14,950
Corporate, unallocated to segments - 3,927 5,082
------------- ------------- -------------
Total reported $ (518,351) $ (124,583) $ (485,190)
============= ============= =============
F-28
15. SIGNIFICANT CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK
Sentigen Biosciences
For the year ended December 31, 2004 Sentigen Biosciences' revenues were
primarily attributed to our contract from the Technical Support Working Group
(TSWG) - an interagency government office with representatives from the
Departments of Defense, State and Homeland Security - to develop advanced
biotechnology for the detection of explosives and other threats. Through
December 31, 2004 we have earned revenues of $183,213 under this contract, while
incurring total costs of $174,489. Receivables were outstanding under this
contract in the amount of $80,545.
Sentigen Biosciences did not earn any revenues during the year ended
December 31, 2003 or have any receivables outstanding as of and for the year
ended December 31, 2003. Our revenues earned during the year ended December 31,
2002 were under grant from the National Institute of Health and totaled
$100,003. There were no receivables outstanding under this grant for the year
ended December 31, 2002.
Cell and Molecular Technologies, Inc.
For the years ended December 31, 2004, 2003 and 2002, Merck & Co., Inc.
accounted for approximately 62%, 61% and 58% of our consolidated annual
revenues, respectively. Receivables from this customer as of December 31, 2004,
2003 and 2002 accounted for 46%, 29%, and 70% of our consolidated accounts
receivable, respectively. For the year ended December 31, 2004 and 2003,
Rockefeller University accounted for 10% and 11% of our consolidated annual
revenues, respectively. We believe that these customers will continue to account
for a significant percentage of revenues in the 2005 and 2006 fiscal years. We
cannot assure you, however, that these customers will continue to generate
significant revenues and the loss of any of these customers, or any other
customers, could have a material adverse effect on our business.
Financial instruments that are exposed to concentrations of credit risk
consist primarily of cash and trade accounts receivable. We hold our cash at
high credit quality institutions. At times, balances may be in excess of the
FDIC insurance limit. We routinely assess the financial strength of our
customers and, as a consequence, believe that our trade accounts receivable
credit risk exposure is limited.
F-29
16. UNAUDITED QUARTERLY FINANCIAL DATA
For the quarters ended
-------------------------------------------------------------------
March 31, June 30, September 30, December 31,
2004 2004 2004 2004
------------ ------------ ------------ ------------
Revenues:
CMT $ 1,330,217 $ 1,177,973 $ 1,528,443 $ 2,090,207
Sentigen Biosciences - - 75,927 112,286
------------ ------------ ------------ ------------
1,330,217 1,177,973 1,604,370 2,202,493
Income after direct costs:
CMT 804,085 781,903 994,944 1,379,495
Sentigen Biosciences - - 24,877 40,567
------------ ------------ ------------ ------------
804,085 781,903 1,019,821 1,420,062
Operating income (loss):
CMT 179,196 206,769 312,012 645,007
Sentigen Biosciences (820,432) (500,361) (399,949) (393,995)
Parent company expenses (673,134) (483,873) (445,955) (484,197)
------------ ------------ ------------ ------------
(1,314,370) (777,465) (533,892) (233,185)
Loss from continuing operations (1,306,763) (752,018) (494,025) (214,034)
Income from discontinued
operations, net of tax 319,440 242,892 255,115 234,871
Net (loss) income $ (987,323) $ (509,126) $ (238,910) $ 20,837
============ ============ ============ ============
Basic and diluted loss per share
from continuing operations $ (0.18) $ (0.10) $ (0.06) $ (0.03)
============ ============ ============ ============
Basic and diluted income per
share from discontinued operation $ 0.05 $ 0.03 $ 0.03 $ 0.03
============ ============ ============ ============
Basic and diluted net (loss)
income per share $ (0.13) $ (0.07) $ (0.03) $ 0.00
============ ============ ============ ============
Basic and diluted
weighted average of
common shares outstanding 7,455,984 7,462,099 7,468,633 7,470,492
============ ============ ============ ============
F-30
UNAUDITED QUARTERLY FINANCIAL DATA (CONTINUED)
For the quarters ended
-------------------------------------------------------------------
March 31, June 30, September 30, December 31,
2003 2003 2003 2003
------------ ------------ ------------ ------------
Revenues:
CMT $ 1,418,772 $ 1,570,447 $ 1,525,064 $ 1,562,219
Sentigen Biosciences - - - -
------------ ------------ ------------ ------------
1,418,772 1,570,447 1,525,064 1,562,219
Income after direct costs:
CMT 1,007,808 1,076,044 1,039,857 1,083,024
Sentigen Biosciences - - - -
------------ ------------ ------------ ------------
1,007,808 1,076,044 1,039,857 1,083,024
Operating income (loss):
CMT 462,782 457,907 434,000 370,647
Sentigen Biosciences (241,644) (347,927) (301,476) (368,626)
Parent company expenses (276,362) (230,834) (1,088,940) (526,462)
------------ ------------ ------------ ------------
(55,224) (120,854) (956,416) (524,441)
Loss from continuing operations (67,923) (119,225) (960,841) (537,078)
Income from discontinued operations, net of tax 304,063 236,319 156,779 114,718
Net (loss) income $ 236,140 $ 117,094 $ (804,062) $ (422,360)
============ ============ ============ ============
Basic and diluted loss
per share from continuing operations $ (0.01) $ (0.02) $ (0.13) $ (0.07)
============ ============ ============ ============
Basic and diluted income
per share from discontinued operation $ 0.04 $ 0.04 $ 0.02 $ 0.01
============ ============ ============ ============
Basic and diluted
net income (loss) per share $ 0.03 $ 0.02 $ (0.11) $ (0.06)
============ ============ ============ ============
Basic and diluted weighted average of
common shares outstanding: 7,452,044 7,453,894 7,454,744 7,454,744
============ ============ ============ ============
F-31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SENTIGEN HOLDING CORP.
Dated: March 30, 2005
By: /s/ Fredrick B. Rolff
--------------------------------
Fredrick B. Rolff
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph K. Pagano Chairman of the Board, Chief Executive Officer March 30, 2005
- ---------------------------- and President
Joseph K. Pagano
/s/ Fredrick B. Rolff Chief Financial Officer (Principal Financial and March 30, 2005
- ---------------------------- Accounting Officer)
Fredrick B. Rolff
/s/ Thomas Livelli Director, Chief Executive Officer and March 30, 2005
- ---------------------------- President of CMT
Thomas Livelli
/s/ Frederick R. Adler Director March 30, 2005
- ----------------------------
Frederick R. Adler
/s/ Gerald Greenwald Director March 30, 2005
- ----------------------------
Gerald Greenwald
/s/ Joel M. Pearlberg Director March 30, 2005
- ----------------------------
Joel M. Pearlberg
/s/ Samuel A. Rozzi Director March 30, 2005
- ----------------------------
Samuel A. Rozzi
/s/ Bruce Slovin Director March 30, 2005
- ----------------------------
Bruce Slovin
EXHIBIT INDEX
INCORPORATED
EXHIBIT BY REFERENCE NO. IN
NUMBER DESCRIPTION FROM DOCUMENT DOCUMENT PAGE
- ------- ----------------------------------------------- ------------- ------------- ----
3.1 Certificate of Incorporation, as amended A Exhibit 3.1
3.2 By-laws of the Company A Exhibit 3.2
4.1 Form of Subscription Agreement between the
Company and each Investor B Exhibit 4
4.2 Warrant Agreement between Theodore Serure and
the Company K Exhibit 4.2
9.1 Voting Trust Agreement, dated December __,
2001, by and between the Company, D.H. Blair
Investment Banking Corporation and Frederick R.
Adler. N Exhibit 9.1
10.1 1990 Stock Option Plan A Exhibit 10.1
10.2 Consulting Agreement dated July 2, 1991, among
the Company, Prime Cellular of Florida, Inc.
and Joseph K. Pagano (the "Consulting
Agreement") C Exhibit 10.2
10.3 Amendment to Consulting Agreement C Exhibit 10.3
10.4 Agreement and Plan of Merger, dated as of May 14,
1996, by and among the Company, Prime Cellular
Acquisition Corp., Bern Associates, Inc. and the
stockholders of Bern D Exhibit 2.1
10.5 Registration Rights Agreement, dated June 10, 1996,
between Registrant and the Bern Stockholders D Exhibit 10.1
10.6 Escrow Agreement, dated June 10, 1996, between
Registrant and the Bern Stockholders D Exhibit 10.2
10.7 Indemnification Agreement, dated June 10, 1996
between Registrant and the Bern Stockholders D Exhibit 10.3
10.8 Form of Amendment to Merger Agreement, dated
June 11, 1997 E Exhibit 10.9
10.9 Form of Settlement Agreement, dated August 28,
1997 E Exhibit 10.10
10.10 Agreement and Plan of Merger, dated as of May 29,
1998, by and among the Company, CMT Acquisition
Corp., Cell & Molecular Technologies, Inc. and the
stockholders of Cell & Molecular Technologies, Inc. F Exhibit 2
INCORPORATED
EXHIBIT BY REFERENCE NO. IN
NUMBER DESCRIPTION FROM DOCUMENT DOCUMENT PAGE
- ------- ---------------------------------------------------- ------------- ------------- --------
10.11 Mortgage dated February 6, 1997, with respect to
premises located at 580 Marshall Street,
Phillipsburg, NJ 08865, assumed by the Company in
connection with the CMT Merger G Exhibit 10.11
10.12 Employment Agreement dated May 24, 1999, between
Joseph K. Pagano and the Company I Exhibit 10.14
10.13 Employment Agreement dated March 29, 2000, between
Kevin Lee and Sentigen Corp. J Exhibit 10.15
10.14 Option Agreement dated March 29, 2000, between the
Company and Kevin Lee J Exhibit 10.16
10.15 Employment Agreement dated May 23, 2001, between
Cell & Molecular Technologies, Inc. and Thomas
Livelli L Exhibit 10.17
10.16 Amendment to Stock Option Agreement, dated
September 4, 2003, between Joseph K. Pagano and the
Company M Exhibit 10.2
10.17 Stock Option Agreement, dated April 30, 1999, between
Joseph K. Pagano and the Company M Exhibit 10.3
10.18 2000 Performance Equity Plan, as amended N Exhibit 10.21
10.19 High Throughput Screening Support Services Agreement
dated January 19, 2004 by and between Cell and
Molecular Technologies, Inc. and Merck & Co., Inc. * N Exhibit 10.22
10.20 Lease Agreement for approximately 11,000 squre feet
of laboratory and office/warehouse space at 445
Marshall Street, Phillipsburg, New Jersey N Exhibit 10.23
10.21 Sentigen Biosciences Loan Facility, maturing April
2005. N Exhibit 10.24
10.22 CMT Equipment Loan, maturing May 2009 N Exhibit 10.25
10.23 Agreement between the Trustees of Columbia
University and Sentigen Biosciences dated May 27,
2004. O Exhibit 10.1
INCORPORATED
EXHIBIT BY REFERENCE NO. IN
NUMBER DESCRIPTION FROM DOCUMENT DOCUMENT PAGE
- ------- ---------------------------------------------------- ------------- ------------- --------
10.24 Award/Contract between Sentigen Holding Corp. and
Technical Support Working Group P Exhibit 10.1
10.25 Study Agreement between Cell & Molecular
Technologies, Inc. and Merck & Co. Inc. P Exhibit 10.2
10.26 Promissory Note between Cell & Molecular
Technologies, Inc. and PNC Bank P Exhibit 10.4
10.27 Employment Agreement dated as of January 3, 2005,
between Sentigen Holding Corp. and Ronald C.
Newbold. Q Exhibit 10.1
10.28 Form of Stock Option Agreement Q Exhibit 10.2
10.29 Asset Purchase Agreement dated February 22, 2005
by and among Chemicon Specialty Media, Inc.,
Chemicon International, Inc. Serologicals
Corporation, Sentigen Holding Corp. and Cell &
Molecular Technologies, Inc. R Exhibit 10.1
10.30 Real Estate Purchase Agreement dated February 22,
2005 by and between Chemicon Specialty Media, Inc.,
Sentigen Holding Corp. and Cell & Molecular
Technologies, Inc. R Exhibit 10.2
10.31 Escrow Agreement dated February 22, 2005 by and
among Chemicon Specialty Media, Inc., Chemicon
International, Inc. Serologicals Corporation,
Sentigen Holding Corp., Cell & Molecular
Technologies, Inc. and Sun Trust Bank, N.A. R Exhibit 10.3
10.32 Transition Services Agreement by and between
Chemicon Specialty Media, Inc., Chemicon
International, Inc. Serologicals Corporation,
Sentigen Holding Corp. and Cell & Molecular
Technologies, Inc. R Exhibit 10.4
INCORPORATED
EXHIBIT BY REFERENCE NO. IN
NUMBER DESCRIPTION FROM DOCUMENT DOCUMENT PAGE
- ------- ---------------------------------------------------- ------------- ------------- --------
21 List of Subsidiaries I Exhibit 21
23.1 Consent of Deloitte & Touche LLP -- -- Filed
Herewith
31.1 Certification of Joseph K. Pagano Chairman,
Chief Executive Officer and President, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. -- -- Filed
Herewith
31.2 Certification of Fredrick B. Rolff, Chief
Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. -- -- Filed
Herewith
32.1 Certification of Joseph K. Pagano Chairman, Chief
Executive Officer and President, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
regarding the information contained in Sentigen
Holding Corp.'s Annual Report on Form 10-K for the
year ended December 31, 2004. -- -- Filed
Herewith
32.2 Certification of Fredrick B. Rolff, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
regarding the information contained in Sentigen
Holding Corp.'s Annual Report on Form 10-K for the
year ended December 31, 2004. -- -- Filed
Herewith
A. Company's Registration Statement on Form S-18 (Registration No. 3-35537-NY).
B. Company's Report on Form 8-K filed on December 8, 2000.
C. Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992.
D. Company's Report on Form 8-K filed on June 26, 1996.
E. Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997.
F. Company's Report on Form 8-K filed on June 15, 1998.
G. Company's Report on Form 10-K for the fiscal year ended December 31, 1998.
H. Company's Report on Form 10-K/A for the fiscal year ended December 31, 1998.
I. Company's Report on Form 10-K for the fiscal year ended December 31, 1999.
J. Company's Report on Form 10-Q for the quarter ended March 31, 2000.
K. Company's Report on Form 10-K for the fiscal year ended December 31, 2000.
L. Company's Report on Form 10-Q for the quarter ended September 30, 2001.
M. Company's Report on Form 10-Q for the quarter ended September 30, 2003.
N. Company's Report on Form 10-K for the fiscal year ended December 31, 2003.
O. Company's Report on Form 10-Q for the quarter ended June 30, 2004.
P. Company's Report on Form 10-Q for the quarter ended September 30, 2004.
Q. Company's Report on Form 8-K filed on January 7, 2005
R. Company's Report on Form 8-K filed on February 28, 2005