SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2003
LARGE SCALE BIOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 000-31275 | 77-0154648 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3333 Vaca Valley Parkway, Vacaville, California 95688
(Address of principal executive offices and zip code)
(707) 446-5501
(Registrant’s telephone number, including area code)
Item 7. Financial Statements and Exhibits
| (c) | Exhibits. |
Exhibit Number | Exhibit Title or Description | |
| 99.01 | Press release dated October 22, 2003* | |
| 99.02 | Transcript of conference call held on October 22, 2003* |
| * | These exhibits are furnished with this Current Report on Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and are not incorporated by reference into any filing of Large Scale Biology Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing. |
Item 12. Results of Operations and Financial Condition
The information in this report and the exhibits attached hereto are being furnished pursuant to Item 12 of Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and are not incorporated by reference into any filing of Large Scale Biology Corporation under the Securities Exchange Act of 1933 or the Securities Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.
On October 22, 2003, Large Scale Biology Corporation (the “Company”), issued a press release announcing its financial results for the quarter ended September 30, 2003, and held a conference call with investors and analysts regarding those financial results and related matters. The conference call was pre-announced and was available to the public through live teleconference and webcast and continued to be available until October 25, 2003 by webcast replay at www.lsbc.com. A copy of the press release is attached hereto as Exhibit 99.01. A copy of the transcript of the conference call is attached hereto as Exhibit 99.02.
Included in the press release and during the conference call, the Company presented certain financial information on a GAAP and pro forma basis. Specifically, the Company’s GAAP net loss, net loss per share and total operating costs and expenses in the quarterly period ended June 30, 2003 included charges for severance benefits related to the Company’s reorganization. On a pro forma basis, these charges of $1.1 million were excluded from the financial results for the quarter ended June 30, 2003. This pro forma information was intended to improve the comparability of the Company’s operating results between the sequential quarters ended September 30, 2003 and June 30, 2003.
In addition, the Company’s GAAP net loss and net loss per share for the nine months ended September 30, 2003 included charges for severance benefits related to the Company’s 2003 reorganization and for asset impairment, and for the nine months ended September 30, 2002 included charges for severance benefits related to the Company’s 2002 reorganization. Specifically, charges of $2.8 million (consisting of a $1.7 million asset impairment charge and a $1.1 million severance benefits charge) and $0.9 million were excluded from these pro forma financial results for the nine months ended September 30, 2003 and 2002, respectively. This pro forma information was intended to improve the comparability of the Company’s operating results between 2003 and 2002.
The Company’s management uses this pro forma information to evaluate its efforts to reduce costs and expenses related to continuing operating activities. The Company’s management believes that this pro forma information is useful to investors because it helps them assess the effectiveness of these efforts. Presented below is a reconciliation of the Company’s GAAP net loss, net loss per share, and total operating costs and expenses to a pro forma basis for the quarterly periods ended September 30, 2003 and June 30, 2003 and a reconciliation of the Company’s GAAP net loss and net loss per share to a pro forma basis for the nine months ended September 30, 2003 and 2002 as presented in the press release and the conference call.
Reconciliation of GAAP and Pro Forma Financial Results
| Three Months Ended, | ||||||||||||||||
| September 30, 2003 | June 30, 2003 | |||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| Amount | Per Share | Amount | Per Share | |||||||||||||
GAAP net loss | $ | (4,306 | ) | $ | (0.17 | ) | $ | (6,207 | ) | $ | (0.24 | ) | ||||
Pro forma adjustments: | ||||||||||||||||
Severance benefits | — | — | 1,079 | 0.04 | ||||||||||||
Pro forma net loss | $ | (4,306 | ) | $ | (0.17 | ) | $ | (5,128 | ) | $ | (0.20 | ) | ||||
| Three Months Ended, | |||||||
| September 30, 2003 | June 30, 2003 | ||||||
| (in thousands) | |||||||
Total GAAP operating costs and expenses | $ | 5,531 | $ | 7,158 | |||
Pro forma adjustments: | |||||||
Severance benefits | (1,079 | ) | |||||
Total pro forma operating costs and expenses | $ | 5,531 | $ | 6,079 | |||
| Nine Months Ended, | ||||||||||||||||
| September 30, 2003 | September 30, 2002 | |||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| Amount | Per Share | Amount | Per Share | |||||||||||||
GAAP net loss | $ | (18,148 | ) | $ | (0.71 | ) | $ | (25,864 | ) | $ | (1.04 | ) | ||||
Pro forma adjustments: | ||||||||||||||||
Severance benefits | 1,079 | 0.04 | 871 | 0.04 | ||||||||||||
Impairment of property | 1,698 | 0.07 | — | — | ||||||||||||
Pro forma net loss | $ | (15,371 | ) | $ | (0.60 | ) | $ | (24,993 | ) | $ | (1.00 | ) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Large Scale Biology Corporation | ||||||||
Date: October 28, 2003 | By: | /s/ RONALD J. ARTALE | ||||||
Ronald J. Artale | ||||||||
Senior Vice President, Chief Operating Officer and Chief Financial Officer | ||||||||
Exhibit Index
Exhibit Number | Exhibit Title or Description | |
| 99.01 | Press release dated October 22, 2003* | |
| 99.02 | Transcript of conference call held on October 22, 2003* |
| • | These exhibits are furnished with this Current Report on Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and are not incorporated by reference into any filing of Large Scale Biology Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing. |
