SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2020
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-34810 |
33-0595156 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas |
78738 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (512) 519-0400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
VRML |
The Nasdaq Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02Results of Operations and Financial Condition.
On March 26, 2020, Vermillion, Inc. (the “Company”) issued a press release reporting financial results for the three and twelve months ended December 31, 2019. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information provided in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vermillion, Inc. |
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Date: March 26, 2020 |
By: |
/s/ Robert Beechey |
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Robert Beechey |
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Chief Financial Officer |
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Exhibit 99.1 |
Vermillion Reports Fourth Quarter 2019 Financial Results
March 26, 2020
Conference Call scheduled for today, March 26th at 4:30 p.m. ET
AUSTIN, Texas — March 26, 2020 — Vermillion, Inc. (Nasdaq: VRML), a bio-analytical based women’s health company focused on gynecologic disease, today reported its financial results for the fourth quarter and year ended December 31, 2019.
“We are very pleased with the overall business momentum we created in 2019 and the continued growth into 2020. We have also implemented strategies to help manage the impact on our business of the COVID-19 pandemic and actions taken to contain it,” stated Valerie Palmieri, President and CEO of Vermillion. “Our team is focused on emerging from COVID-19 even stronger, with an increase in the use of virtual sales tools, as well as a deep product pipeline to address the entire patient life cycle, from endometriosis to ovarian cancer risk management. We remain committed to capitalizing on one of the fastest growing sectors today, women’s health.”
Recent Corporate Highlights
Year over Year Results – Fourth Quarter 2019 versus Fourth Quarter 2018:
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Product volume increased 93% to 3,854 units up from 1,996 units in the fourth quarter of last year |
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Product revenue increased 62% to $1.3 million up from $793 thousand in the fourth quarter of last year |
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Total number of customers increased by 83% compared to the fourth quarter of last year |
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New customers increased 61% compared to the fourth quarter of last year |
Year over Year Results – Twelve Months of 2019 versus Twelve Months of 2018:
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Product volume increased 68% to 12,898 units up from 7,679 units in 2018 |
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Product revenue increased 59% to $4.4 million up from $2.8 million in 2018 |
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Total number of customers increased 56% compared to 2018 |
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New customers increased 56% compared to 2018 |
Cigna Contract
-We have executed a preferred in-network contract agreement with CIGNA. This in-network agreement adds another 16M lives to our contracted plans, and includes not only OVA1, but also Overa and our ovarian and carrier genetics testing panels. We are pleased with the final agreed prices, which will be effective April 1, 2020.
Medicaid Coverage
-We have made considerable advancements in our state Medicaid coverage. We have added a total of 9 state Medicaid plans to our positive coverage list. Having this coverage in place is
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critical to managing underserved populations, as we believe OVA1 is the only technology available today that has adequate sensitivity for early stage Ovarian cancer detection in African American women.
State of Connecticut Financing
We recently concluded an amendment to our agreement with the State of Connecticut Department of Economic Community Development. We previously announced a $4M loan from Connecticut, $2M of which we received in 2016. We are eligible for the additional $2M based on target revenue and, as of this new amendment, a revised target employment milestone. We expect to achieve the revised target employment levels in 2020.
Fourth Quarter Financial Highlights:
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Product revenue increased 62% to $1.3 million for the fourth quarter 2019, compared to $793 thousand for the same period in 2018. The increase is due to an increase in the number of our tests performed. The increase is driven by the launch of OVA1PLUS and an increase in the commercial team during 2019. |
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The number of OVA1 tests performed increased 93% to 3,854 during the fourth quarter 2019 compared to 1,996 for the same period in 2018. |
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Revenue on a per test performed basis was $333 in the fourth quarter of 2019 compared to $345 in the third quarter of 2019, and $398 in Q4 of 2018, driven by patient pay in specific geographies. |
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Gross profit on OVA1 product revenue was $619 thousand (a 48% profit margin) for the fourth quarter 2019 compared to $287 thousand for the same period in 2018 (a 36% profit margin), |
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Research and development expenses for the fourth quarter 2019 were $244 thousand and increased by $119 thousand compared to the same period in 2018. This increase was primarily due to the development of OVAnex, our third-generation serial monitoring product. |
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Sales and marketing expenses for the fourth quarter 2019 were $2.1M compared to $1.6M the same period in 2018. This increase was primarily due to the increased investment in headcount and personnel-related expenses compared to those in the same period in 2018. |
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General and administrative expenses for the fourth quarter 2019 were $1.6M compared to $1.3M for the same period in 2018. This increase was primarily due to an increase in legal expenses during 2019. |
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The cash balance at December 31, 2019 was $11.7 million, Cash utilization in the fourth quarter of 2019 was $2.9M. |
Conference Call and Webcast
Vermillion, Inc. will host a call today at 4:30 p.m. Eastern Daylight Time to discuss results followed by a question and answer period.
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Thursday, March 26th @ 4:30pmET
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Domestic: |
877-407-4018 |
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International: |
201-689-8471 |
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Conference ID: |
13699543 |
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Webcast: |
http://public.viavid.com/index.php?id=138240 |
About Vermillion, Inc.
Vermillion, Inc. is transforming women’s health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1®plus combines our FDA-cleared products OVA1® and OVERA® to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment Vermillion has expertise in cutting-edge research to inform our next generation of products. Our focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans.
Visit our website for more information about our products at www.vermillion.com.
Forward-Looking Statements
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995 including statements regarding expected timing and receipt of proceeds from the State of Connecticut Department of Economic Development loan. These statements involve a number of risks and uncertainties. All statements other than statements of historical facts contained in this press release are forward-looking statements. Words such as “may,” “expects,” “intends,” “anticipates,” “believes,” “estimates,” “plans,” “seeks,” “could,” “should,” “continue,” “will,” “potential,” “projects” and similar expressions are intended to identify forward-looking statements. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties inherent in Vermillion’s business, including those described in the section entitled “Risk Factors” in Vermillion’s Annual Report on Form 10-K for the year ended December 31, 2018, as supplemented by the section entitled “Risk Factors” in Vermillion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The events and circumstances reflected in Vermillion’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Vermillion expressly disclaims any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release, except as required by law.
Investor Relations Contact:
Ashley R. Robinson
LifeSci Advisors, LLC
Tel 617-535-7742
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December 31, |
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2019 |
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2018 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
11,703 |
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$ |
9,360 |
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Accounts receivable |
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924 |
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786 |
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Prepaid expenses and other current assets |
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758 |
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550 |
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Inventories |
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25 |
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92 |
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Total current assets |
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13,410 |
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10,788 |
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Property and equipment, net |
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353 |
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608 |
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Other assets |
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65 |
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12 |
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Total assets |
$ |
13,828 |
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$ |
11,408 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ |
1,158 |
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$ |
950 |
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Accrued liabilities |
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2,588 |
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1,825 |
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Short-term debt |
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193 |
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189 |
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Other current liabilities |
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39 |
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- |
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Total current liabilities |
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3,978 |
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2,964 |
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Long-term debt |
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1,099 |
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1,292 |
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Other non-current liabilities |
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13 |
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- |
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Total liabilities |
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5,090 |
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4,256 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at December 31, 2019 and 2018 |
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Common stock, $0.001 par value, 150,000,000 shares authorized; 97,286,157 and 75,501,394 shares issued and outstanding at December 31, 2019 and 2018, respectively |
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97 |
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75 |
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Additional paid-in capital |
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430,802 |
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414,001 |
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Accumulated deficit |
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(422,161) |
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(406,924) |
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Total stockholders’ equity |
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8,738 |
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7,152 |
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Total liabilities and stockholders’ equity |
$ |
13,828 |
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$ |
11,408 |
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Three Months Ended December 31, |
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Year Ended December 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenue: |
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Product |
$ |
1,284 |
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$ |
793 |
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$ |
4,404 |
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$ |
2,772 |
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Genetics |
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22 |
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- |
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22 |
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- |
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Service |
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2 |
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129 |
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112 |
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281 |
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Total revenue |
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1,308 |
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922 |
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4,538 |
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3,053 |
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Cost of revenue:(1) |
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Product |
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665 |
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506 |
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2,378 |
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2,044 |
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Genetics |
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58 |
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- |
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295 |
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- |
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Service |
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69 |
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247 |
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670 |
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1,098 |
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Total cost of revenue |
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792 |
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753 |
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3,343 |
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3,142 |
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Gross profit (loss) |
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516 |
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169 |
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1,195 |
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(89) |
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Operating expenses: |
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Research and development(2) |
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244 |
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125 |
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1,018 |
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550 |
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Sales and marketing(3) |
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2,076 |
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1,596 |
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9,645 |
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5,642 |
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General and administrative(4) |
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1,600 |
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1,272 |
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5,810 |
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5,052 |
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Total operating expenses |
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3,920 |
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2,993 |
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16,473 |
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11,244 |
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Loss from operations |
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(3,404) |
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(2,824) |
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(15,278) |
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(11,333) |
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Interest income (expense), net |
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20 |
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3 |
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59 |
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(22) |
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Other income (expense), net |
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(3) |
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1 |
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(18) |
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(16) |
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Loss before income taxes |
$ |
(3,387) |
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$ |
(2,820) |
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$ |
(15,237) |
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$ |
(11,371) |
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Net loss per common share - basic and diluted |
$ |
(0.03) |
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$ |
(0.04) |
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$ |
(0.18) |
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$ |
(0.16) |
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Weighted average common shares used to compute basic and diluted net loss per common share |
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97,253,311 |
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75,420,104 |
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86,595,581 |
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70,085,842 |
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Non-cash stock-based compensation expense included in expenses: |
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(1) Cost of revenue |
$ |
21 |
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$ |
31 |
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$ |
78 |
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$ |
124 |
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(2) Research and development |
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- |
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2 |
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4 |
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6 |
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(3) Sales and marketing |
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31 |
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17 |
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124 |
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102 |
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(4) General and administrative |
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248 |
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212 |
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986 |
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869 |
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Exhibit 99.2 |
Vermillion
Q4 2019 Earnings Highlights
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This presentation contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “expects,” “intends,” “anticipates,” “believes,” “estimates,” “plans,” “seeks,” “could,” “should,” “continue,” “will,” “potential,” “projects” and similar expressions are intended to identify such forward-looking statements.
Readers are cautioned that these forward-looking statements speak only as of the date of this presentation, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances after such date except as required by law. Company estimates set forth in this presentation are based on various sources of information and various assumptions and judgments made by the Company, which Company management believes are reasonable. However, the Company cannot assure you that Company estimates are correct, and actual results may materially differ from Company estimates.
The forward-looking statements reflect the views of the Company as of the date of this presentation and are subject to certain risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and quarterly report on Form 10-Q for the quarter ended September 30, 2019.
This presentation is © copyright 2020 by Vermillion, Inc. All Rights Reserved.
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Vermillion, Inc. Innovation Pipeline
All release dates based on management estimates
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Patient Lifecycle with OVA Technology – solving diagnostic dilemmas from puberty to cure
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Q4 2019 YOY Highlights Q4FY19 vs Q4FY18 Product Volume Increased 93% 3854 units Q4 FY19 vs 1996 units Q4 FY18 Product Revenue Increased 62% $1.3M in Q4 FY19 vs $0.79M in Q4 FY18 Total Customers Increased 83% New Customers Increased 61%
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Other Key Metrics
Total ordering physicians Q4 YOY – increase of ~ 1,189 y/y from 1,440 (Q418) to 2629 (Q419)
Cash utilization $2.9M – cash balance at year end $11.7M
Gross profit OVA1 Q4 – 48% vs prior year 36%.
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OVA1 Weekly Volumes
Weekly Volume 2019
Note: While we did continue to hit an annualized run rate of 16 to 17k, it was slightly less than we forecasted as the holiday calendar impacted patient visits. We believe many patients took an entire week off and did not schedule doctor appointments.
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Vermillion
Our Mission
Enable Early Ovarian Cancer Detection for All Ages and Ethnicities
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