Exhibit 99.1
ICORIA ANNOUNCES 2005 THIRD QUARTER FINANCIAL RESULTS
LOSSES CONTINUE TO NARROW AS COMPANY FOCUSES ON HEALTHCARE
RESEARCH TRIANGLE PARK, N.C., Nov. 14 /PRNewswire-FirstCall/ --
Biotechnology company Icoria, Inc. (OTC Bulletin Board: ICOR.OB) today
announced that it further narrowed its losses as it continues its transition
from a life sciences company to a healthcare focused biotechnology company.
Icoria's quarterly net loss declined to $2.6 million, or $0.07 per share, from
more than $3.0 million or $0.08 per share the prior year. Year-to-date loss
was $0.12 cents per share, a significant improvement from the prior year's
loss of $0.29 per share.
As expected, revenue for the quarter declined from $7.1 million the prior
year to $4.0 million, reflecting the loss of revenue related to the sale of
Icoria's agricultural genomics assets to Monsanto, as well as the conclusion
earlier in 2005 of Icoria's contract with Bayer CropScience. For the first
nine months of 2005, total revenue was down 9 percent, from $18.3 million in
2004 to $16.7 million. Icoria's healthcare revenue was $2.4 million in the
third quarter.
As of September 30, Icoria reported unrestricted cash, cash equivalents
and short term investments in the amount of $6.1 million, down from
$8.7 million in the second quarter. Icoria's accounts receivable had
decreased to $3.5 million from $4.6 million the prior quarter.
"In the third quarter, Icoria continued to focus its business model on the
pursuit of those metabolomic and gene expression services that realize
immediate revenue while developing proprietary biomarkers that could
potentially generate revenue in the short- and mid-term," said Douglas Morton,
Interim CEO. "However, the highlight of the quarter is the merger agreement
we signed with Clinical Data, Inc. whereby, subject to our shareholders'
approval, Clinical Data will acquire Icoria in an all-stock transaction later
this year. We expect Icoria to continue to operate as a wholly-owned
subsidiary of Clinical Data after the transaction closes."
Clinical Data Merger
Under the agreement and assuming that the average closing price of
Clinical Data's common stock during the ten trading days before the merger
closes is $22.74 per share, Icoria shareholders will receive 0.01391 shares of
Clinical Data Common Stock for each share of Icoria Common Stock they own,
subject to adjustment as described in the agreement. However, in no instance
will the aggregate purchase price in the merger be less than $10,000,000 or
more than $12,500,000. Clinical Data and Icoria have filed a Registration
Statement on Form S-4, which encompasses a proxy statement and prospectus,
with the SEC in connection with the transaction.
While Icoria's board has already approved the agreement, a shareholder
meeting to vote on the transaction is scheduled for Dec. 20. On Nov. 10,
Icoria filed with the SEC and expects to mail to its stockholders a proxy
statement/prospectus in connection with the transaction. The Registration
Statement and the proxy statement/prospectus contain important information
about Clinical Data, Icoria, the transaction, and related matters. Investors
and existing security holders are urged to read the Registration Statement and
the proxy statement/prospectus carefully when they become available.
Investors and existing security holders will be able to obtain free copies
of the Registration Statement and the proxy statement/prospectus and other
documents filed with the SEC by Clinical Data and Icoria through the investor
relations sections of the web sites of the respective companies or through the
EDGAR system available at the SEC web site at www.sec.gov or by contacting the
investor relations department of either company.
More information on this transaction is available at www.icoria.com. More
information on Clinical Data is available at www.clda.com.
Quarterly Conference Call
The company's management team will conduct a conference call and webcast
to discuss the third quarter results on Tuesday, November 15, at 8:30 a.m. ET.
Interested participants should call 1-800-231-9012 or, for those calling
internationally, 1-719-457-2617. The conference call ID number is 2030345.
Icoria encourages participants to dial in ten minutes before the call
commences.
The webcast can be accessed from Icoria's web site at
http://www.icoria.com by clicking on the Investor Relations link. For those
unable to participate, replays of the call may be heard online at
http://www.icoria.com. Supplemental information will also be available
online.
About Icoria
Icoria, Inc. is a biotechnology company focused on the discovery of novel,
multi-parameter biomarkers using its unique multi-platform approach. Icoria
intends to use these future biomarkers internally to develop multi-analyte
diagnostics to define and grade pathology or disease state with a high level
of specificity and sensitivity, and use its technology to help collaborators
and customers develop better, safer drugs and diagnostics and to identify
targets, leads and drug/diagnostic combinations for liver injury, metabolic
disorders and cancer. Icoria's shares trade on the over the counter bulletin
board.
This press release contains forward-looking statements including, but not
limited to, Icoria's acquisition by Clinical Data, Inc., the Company's
expectations for its healthcare based business model and its biomarker
discovery platform. Such forward-looking statements are based on management's
current expectations and are subject to a number of risks, factors and
uncertainties that may cause actual results, events and performance to differ
materially from those referred to in the forward-looking statements. These
risks, factors and uncertainties include, but are not limited to, Icoria's
ability to identify biomarkers, early stage of development, history of net
losses, technological and product development uncertainties, reliance on
research collaborations, uncertainty of additional funding and ability to
protect its patents and proprietary rights. Certain of these and other risks
are identified in Icoria's 2005 Quarterly Reports on Form 10-Q for the periods
ended September 30, June 30, March 31, as amended, and its Annual Report on
Form 10-K for the year ended December 31, 2004, as filed with the Securities
and Exchange Commission. The Company does not intend to update any of the
forward-looking statements after the date of this release to conform these
statements to actual results or to changes in our expectations, except as may
be required by law.
ICORIA, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
2005 2004 2005 2004
-------------- -------------- -------------- --------------
Revenues:
Revenues from healthcare customers
Commercial and government contracts $ 1,898,000 $ 2,977,000 $ 6,896,000 $ 5,885,000
Government grant 502,000 322,000 1,423,000 1,189,000
Total healthcare revenues 2,400,000 3,299,000 8,319,000 7,074,000
Revenue from agriculture commercial
contracts 1,553,000 3,821,000 8,387,000 11,188,000
Total revenues 3,953,000 7,120,000 16,706,000 18,262,000
Operating expenses:
Research and development 4,345,000 7,524,000 17,167,000 20,555,000
Selling, general and administrative 2,030,000 2,610,000 7,967,000 7,909,000
Total operating expenses 6,375,000 10,134,000 25,134,000 28,464,000
Gain on Monsanto transaction --- --- (4,701,000) ---
Loss from operations (2,422,000) (3,014,000) (3,727,000) (10,202,000)
Other interest income (expense), net (212,000) (46,000) (804,000) (173,000)
Net loss from continuing operations (2,634,000) (3,060,000) (4,531,000) (10,375,000)
Discontinued operations 4,000 6,000 5,000 32,000
Net loss attributable to common
stockholders $ (2,630,000) $ (3,054,000) $ (4,526,000) $ (10,343,000)
Net loss per share
- basic and diluted
Loss from continuing operations $ (0.07) $ (0.08) $ (0.12) $ (0.29)
Loss from discontinued operations --- --- --- ---
Net loss per common share $ (0.07) $ (0.08) $ (0.12) $ (0.29)
Weighted average
common shares
outstanding -
basic and diluted 39,501,000 36,300,000 38,858,000 35,325,000
Icoria, Inc.
2005 Third-Quarter Results
Condensed Balance Sheet Data
September 30, December 31,
2005 2004
-------------- --------------
(unaudited)
Assets:
Cash, cash equivalents, short-term
investments $ 6,072 $ 9,598
Accounts Receivable 3,463 1,816
Other current assets 1,062 1,600
Total Current Assets 10,597 $ 13,014
Property plant & equipment net 7,084 14,516
Other noncurrent assets 759 1,740
Total Assets $ 18,440 $ 29,270
Liabilities and Stockholders' Equity:
Current liabilities 8,006 $ 13,689
Long-term obligations 2,891 4,802
Stockholders' equity 7,543 10,779
Total Liabilities and Stockholders' Equity $ 18,440 $ 29,270
Icoria, Inc.
Supplemental Information Re: Increase/(Decrease) in Cash, Cash
Equivalents, Short - Term and Long - Term Investments (See Note Below)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
--------------------------- ---------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Net cash used in operating
activities $ (2,244,000) $ (2,277,000) $ (7,697,000) $ (6,001,000)
Net cash (used in)
provided by investing activities,
excluding purchases and maturities of
short-term and long-term
investments (48,000) (527,000) 5,161,000 1,294,000
Net cash used in financing activities (326,000) (832,000) (990,000) (4,491,000)
Net decrease in cash, cash equivalents,
short-term investments and long-term
investments (2,618,000) (3,636,000) (3,526,000) (9,198,000)
Cash, cash equivalents, short-term
investments and long-term investments,
beginning of period 8,690,000 10,723,000 9,598,000 16,285,000
Cash, cash equivalents, short-term
investments and long-term investments,
end of period $ 6,072,000 $ 7,087,000 $ 6,072,000 $ 7,087,000
Note 1: The above presentation of the change in cash and investments is
not meant to be in accordance with generally accepted accounting principles
("GAAP") in the U.S. GAAP requires the presentation of a statement of cash
flows only (i.e., excluding changes in short and long-term investments). In
order to fully assess the Company's liquidity position, management believes
that the cash flow measure presented above, which includes short-term
investments, is an appropriate measure for evaluating the Company's liquidity,
because this reflects all liquid resources available for strategic
opportunities including, among others, to invest in the business and continue
operating activities. However this measure should be considered in addition
to, and not as a substitute for, or superior to, cash flows prepared in
accordance with generally accepted accounting principles in the U.S.
Under GAAP, cash flows from investing activities above would improve by
net maturities of investment securities in the amount of $0.6 million and $3.0
million for the three months ended September 30, 2005 and 2004, respectively,
and by $6.1 million for the nine months ended September 30, 2004. Also under
GAAP, cash and cash equivalents at the beginning and end of the period would
be less, as they would exclude investments of $0.6 million at June 30, 2005,
$3.0 million at September 30, 2004 and $9.1 million at December 31, 2003.
Cash, cash equivalents, short-term and long-term investments exclude
restricted cash.
Note 2: As part of the agreement to sell agricultural genomics assets to
Monsanto, the company committed to transition out of the agriculture industry
upon completion of its remaining contracts with DuPont or its subsidiaries.
While the company has determined that it does not yet meet the criteria to
classify its remaining activities in the agriculture industry as discontinued
operations under Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," the company
does believe these criteria will be met upon the completion of the remaining
contracts with DuPont and its subsidiaries. As included in the company's
statements of operations for the periods ended September 30, 2005 and 2004,
the company's activities related to the agriculture industry are as follows
(in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
(unaudited) (unaudited)
--------------------------- ---------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenues $ 1,552 $ 3,821 $ 8,387 $ 11,188
Operating expenses:
Research and development 1,177 3,035 5,940 9,640
Selling, general and
administrative 19 169 633 549
Total operating expenses 1,196 3,204 6,573 10,189
Gain on sale of selected
agricultural assets --- --- 4,701 ---
Income from operations $ 356 $ 617 $ 6,515 $ 999
For purposes of these disclosures, the operating expenses presented above
only include those costs that are directly identifiable as relating to
agriculture activities with an allocation of facilities, information support
and employee benefits costs based on headcount. Summarized balance sheet
information for the Company's assets related to the agriculture industry as of
September 30, 2005 is as follows (in thousands):
Accounts receivable $ 1,770
Prepaid expenses 18
Total current assets 1,788
Property plant & equipment, net 810
Total assets $ 2,598
Accounts payable $ 266
Accrued liabilities 447
Deferred Revenue 107
Total current liabilities 820
Deferred compensation (1)
Total liabilities and stockholders' equity $ 819
SOURCE Icoria, Inc.
-0- 11/14/2005
/CONTACT: Media-Public Relations of Icoria, Inc., +1-919-425-2999/
/Web site: http://www.icoria.com
http://www.clda.com /
(ICOR)