-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FL8GoKv4lBOTV5A0QtJ5fyZ43nYqmvuO66tsXhpvwyT70MPovPs/ZPnJHCCC+UtX 0yS9BpRK8IzqzTppvoZm5A== 0001104659-06-032922.txt : 20060510 0001104659-06-032922.hdr.sgml : 20060510 20060510084127 ACCESSION NUMBER: 0001104659-06-032922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIPER LIFE SCIENCES INC CENTRAL INDEX KEY: 0001014672 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330675808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28229 FILM NUMBER: 06823432 BUSINESS ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-435-9500 MAIL ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: CALIPER TECHNOLOGIES CORP DATE OF NAME CHANGE: 19990921 8-K 1 a06-11600_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 10, 2006

 

CALIPER LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

000-28229
(Commission File Number)

 

33-0675808
(I.R.S. Employer
Identification No.)

 

68 Elm Street

Hopkinton, Massachusetts 01748

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (508) 435-9500

 


 

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:

x   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition and Item 8.01 Other Events

 

Item 9.01. Financial Statements and Exhibits

 

SIGNATURE

 

EX-99.1 - Press Release dated May 10, 2006

 

2




 

Item 2.02.   Results of Operations and Financial Condition and Item 8.01 Other Events.

On May 10, 2006, Caliper Life Sciences, Inc. issued a press release announcing financial results for the quarter ended March 31, 2006. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for 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. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Caliper Life Sciences, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless Caliper Life Sciences specifically states that it is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.   Financial Statements and Exhibits.

(c) Exhibits

Exhibit

 

 

Number

 

Exhibit

 

 

 

99.1

 

Press release of Caliper Life Sciences, Inc., announcing financial results for the quarter ended March 31, 2006.

 

3




 

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, thereunto duly authorized.

 

Caliper Life Sciences, Inc.

 

 

 

Dated: May 10, 2006

 

By:

 

/s/ Thomas T. Higgins

 

 

 

 

Thomas T. Higgins

 

 

 

 

Executive Vice President and Chief Financial Officer

 

4



EX-99.1 2 a06-11600_1ex99d1.htm EX-99

Exhibit 99.1

Contacts:

Thomas Higgins
Chief Financial Officer
508 497 2809

Michele Boudreau, Director
Corporate Communications
650 279 2088

Caliper Life Sciences Reports Q1 2006 Financial Results
- Revenue up 21%; Microfluidics Business Continues to Expand -

HOPKINTON, Mass., May 10, 2006 — Caliper Life Sciences, Inc. (Nasdaq: CALP) today reported financial results for the quarter ended March 31, 2006. Total revenues for the first quarter were $22.3 million, an increase of 21% from $18.4 million in the first quarter of 2005. Excluding unfavorable effects of foreign exchange rate movements, revenues increased from the prior year quarter by 24%, which includes 11% organic growth.

The company reported net loss on a GAAP basis of $4.4 million ($0.13 per share) in comparison with a GAAP net loss of $4.9 million ($0.16 per share) in the first quarter of 2005. Gross margins from product and services remained flat at 36% in the first quarter in comparison to the first quarter of 2005. Total operating expenses (R&D plus SG&A) were $12.9 million, up approximately 10% from $11.8 million in the same period of 2005. The company’s cash and marketable securities as of March 31, 2006 totaled $26.8 million.

Commencing with this quarter, Caliper is initiating a practice of supplementing its GAAP financial reporting with certain non-GAAP financial measures. A reconciliation of Caliper’s GAAP Statements of Operations to the non-GAAP Statements of Operations is provided at the end of this release under “Adjusted Consolidated Statements of Operations.” Adjusted results of operations, discussed in the paragraph below, exclude stock-based compensation charges, including those related to Caliper’s January 1, 2006 adoption of SFAS 123R, and acquisition-related expenses, such as amortization of intangibles and restructuring charges and credits. Caliper believes that providing this additional financial information will enhance the reader’s understanding of the financial performance of Caliper’s operations and increase the comparability of its current financial statements to prior periods.

The first quarter 2006 adjusted net loss was $1.9 million ($0.06 per share) compared with $3.5 million ($0.12 per share) in the prior year. Adjusted gross margins from products and services for the first quarter of 2006 increased to 37% from 36% over the first quarter of 2005. Adjusted




operating expenses were $11.8 million, up 3% from $11.4 million in the same period of 2005. This increase reflects the addition of expenses from NovaScreen Biosciences, which Caliper acquired in the fourth quarter of 2005, which was partially offset by spending reductions in other parts of Caliper’s business.

Service revenues in the first quarter increased 55%, due primarily to the addition of NovaScreen revenues. Product revenues grew by 12%, driven by continued strength in Caliper’s microfluidics business. The installed base of the company’s LabChip 3000 Drug Discovery and LabChip 90 Electrophoresis Systems is now over 130 units. Other product milestones included the recent launch of Caliper’s next-generation Tablet Processing Workstation (TPW3) and Active Ingredient Processing Workstation (APW3).

“Our first quarter organic growth rate of 11% has gotten us off to a solid start in 2006,” said Kevin Hrusovsky, president and CEO at Caliper. “LabChip systems continued to sell at an accelerated pace during the first quarter, a trend we began to see in the third quarter of 2005 when unit sales jumped to roughly double historical rates. Microfluidics revenues grew over 40% from the first quarter of last year.”

“We are also pleased to see the TPW3/APW3 launch on schedule after an intensive development program guided by several of our key customers. These new drug development workstations should benefit our revenue performance in the second half of the year. In the near term, we are projecting Q2 revenues of $22 to 24 million.”

During the first quarter of 2006 Caliper announced its planned acquisition of Xenogen Corporation, a maker of advanced imaging systems including instruments, biological solutions and software designed to accelerate drug discovery and development. On May 9, 2006 Xenogen reported first quarter revenues of $8.7 million compared to $9.3 million for the first quarter of 2005. Xenogen management acknowledged that its first quarter revenue was below their expectations, and attributed the first quarter revenue decline to record level revenue performance at the end of 2005 and to distractions related to the pending merger. Xenogen management also stated that April appears to be a strong start for the second quarter. Caliper is evaluating each of these conclusions and their impact.

Caliper will webcast its first quarter results conference call starting at 9:00 am ET today. To listen to the webcast, visit http://www.fulldisclosure.com or the investor relations section of Caliper’s website at www.caliperLS.com. The webcast will be available for replay from May 10th until Caliper’s earnings call for the second quarter of 2006.




A telephone replay is also available until May 17th by dialing 888-286-8010 and entering the passcode 68778591. International dialers can access the replay by dialing 617-801-6888 and using the same passcode.

About Caliper Life Sciences

Caliper Life Sciences is a leading provider of drug discovery and life sciences research solutions for the pharmaceutical and biotechnology industries. Caliper’s mission is to transform drug discovery and diagnostics by offering a comprehensive array of products and services for clinically relevant experimentation. Based in Hopkinton, Massachusetts, Caliper services approximately 80 percent of the world’s leading pharmaceutical companies through representation in thirty countries. More information about Caliper and its products and services can be found on the web at www.caliperLS.com.

The statements in this press release regarding Caliper’s pending acquisition of Xenogen Corporation, as well as statements regarding Caliper’s outlook for revenues for the second quarter of 2006, including the potential benefits of TPW3 and APW3 workstations to Caliper’s revenue performance, are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statement as a result of a number of factors, including the risk that Caliper may not be able to close its expected acquisition of Xenogen Corporation for, among other reasons, an inability to obtain required stockholder approvals, and the risks that unexpected difficulties may be encountered in gaining wider adoption of Caliper’s new products, and that Caliper’s expectations regarding demand for its products and services may not materialize if capital spending by Caliper’s customers declines, if competitors introduce new competitive products, or if Caliper is unable to convince potential customers regarding the superior performance of its drug discovery systems and other products. Further information on risks faced by Caliper are detailed under the caption “Factors Affecting Operating Results” in Caliper’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2006. This filing is available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. Caliper does not undertake any obligation to update forward-looking or other statements in this release or the conference call.

Caliper and LabChip are registered trademarks and TPW and APW are trademarks of Caliper Life Sciences, Inc.

Important Notice

On April 3, 2006 Caliper Life Sciences, Inc. filed a preliminary Registration Statement on Form S-4 in order to register the shares of its common stock and warrants to be issued to the former stockholders of Xenogen in the proposed merger described above. The Form S-4 included a joint proxy statement for Caliper Life Sciences, Inc. and Xenogen Corporation. Investors and security holders of Caliper Life Sciences, Inc. and Xenogen Corporation are advised to read the




Registration Statement on Form S-4 and the joint proxy statement regarding the proposed merger referred to in this communication when they are declared effective by the Securities and Exchange Commission and become available because they will contain important information. Caliper Life Sciences, Inc. and Xenogen Corporation expect to mail the joint proxy statement about the proposed merger to their respective stockholders. Investors and security holders may obtain a free copy of the proxy statement and any other documents filed by Caliper Life Sciences, Inc. and Xenogen Corporation at the Securities and Exchange Commission’s web site at http://www.sec.gov and directly from Caliper Life Sciences, Inc. and Xenogen Corporation, respectively.

Caliper Life Sciences, Inc. and its officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Caliper Life Sciences, Inc. with respect to the proposed merger. Information regarding such officers and directors is included in Caliper Life Sciences, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission. This document is available free of charge at the Securities and Exchange Commission’s web site at http://www.sec.gov and directly from Caliper Life Sciences, Inc.




 

CALIPER LIFE SCIENCES, INC.
SELECTED FINANCIAL INFORMATION
(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Three Months Ended

 

(in thousands except per share data)

 

March 31,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Product revenue

 

$

14,698

 

$

13,138

 

Service revenue

 

5,043

 

3,256

 

License fees and contract revenue

 

2,558

 

2,008

 

 

 

 

 

 

 

Total revenues

 

22,299

 

18,402

 

Cost and Expenses:

 

 

 

 

 

Cost of product revenue

 

9,789

 

8,831

 

Cost of service revenue

 

2,839

 

1,661

 

Research and development

 

4,458

 

4,019

 

Selling, general and administrative

 

8,476

 

7,769

 

Amortization of intangible assets

 

1,254

 

898

 

Restructuring charges

 

42

 

90

 

 

 

 

 

 

 

Total costs and expenses(1)

 

26,858

 

23,268

 

 

 

 

 

 

 

Loss from operations

 

(4,559

)

(4,866

)

Interest income, net

 

191

 

232

 

Other income (expense), net

 

53

 

(212

)

Provision for income taxes

 

(134

)

(84

)

 

 

 

 

 

 

Net loss

 

$

(4,449

)

$

(4,930

)

 

 

 

 

 

 

Net loss per share — basic and diluted

 

$

(0.13

)

$

(0.16

)

 

 

 

 

 

 

Shares used in computing net loss per share — basic and diluted

 

33,518

 

30,453

 


(1)           Stock-based compensation expense included within costs and expenses:

Cost of product revenue

 

$

127

 

$

39

 

Cost of service revenue

 

25

 

7

 

Research and development

 

240

 

82

 

Selling, general and administrative

 

894

 

287

 

 

 

 

 

 

 

Total

 

$

1,286

 

$

415

 

 




 

CALIPER LIFE SCIENCES, INC.
SELECTED FINANCIAL INFORMATION

 

CONSOLIDATED BALANCE SHEETS

 

March 31,

 

December 31

 

(in thousands)

 

2006

 

2005

 

 

 

 

 

 

 

 

 

(Unaudited)

 

(Note 1)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,023

 

$

8,096

 

Marketable securities

 

19,817

 

23,129

 

Restricted cash

 

667

 

479

 

Accounts receivable, net

 

17,341

 

19,532

 

Inventories

 

12,260

 

11,061

 

Other current assets

 

3,147

 

2,657

 

 

 

 

 

 

 

Total current assets

 

60,255

 

64,954

 

Property and equipment, net

 

11,739

 

12,019

 

Intangible assets, net

 

15,569

 

16,822

 

Goodwill

 

60,866

 

60,866

 

Other assets

 

4,799

 

3,548

 

 

 

 

 

 

 

Total assets

 

$

153,228

 

$

158,209

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities

 

$

29,423

 

$

31,204

 

Long-term obligations

 

8,189

 

8,567

 

Stockholders’ equity

 

115,616

 

118,438

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

153,228

 

$

158,209

 

 

Note (1) Derived from audited financial statements for the year ended December 31, 2005.




 

CALIPER LIFE SCIENCES, INC.
ADJUSTED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Three Months Ended

 

 

 

March 31, 2006

 

March 31, 2005

 

 

 

Reported

 

Stock-based Comp

 

Other
Adjustments

 

Adjusted (1)

 

Reported

 

Stock-based Comp

 

Other
Adjustments

 

Adjusted (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

14,698

 

$

 

$

 

$

14,698

 

$

13,138

 

$

 

$

 

$

13,138

 

Service revenue

 

5,043

 

 

 

5,043

 

3,256

 

 

 

3,256

 

License fees and contract revenue

 

2,558

 

 

 

2,558

 

2,008

 

 

 

2,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

22,299

 

 

 

22,299

 

18,402

 

 

 

18,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue(2)

 

9,789

 

(127

)

 

9,662

 

8,831

 

(39

)

 

8,792

 

Cost of service revenue(2)

 

2,839

 

(25

)

 

2,814

 

1,661

 

(7

)

 

1,654

 

Research and development(2) 

 

4,458

 

(240

)

 

4,218

 

4,019

 

(82

)

 

3,937

 

Selling, general and administrative(2)

 

8,476

 

(894

)

 

7,582

 

7,769

 

(287

)

 

7,482

 

Amortization of intangible assets(3)

 

1,254

 

 

(1,254

)

 

898

 

 

(898

)

 

Restructuring charges(3)

 

42

 

 

(42

)

 

90

 

 

(90

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

26,858

 

(1,286

)

(1,296

)

24,276

 

23,268

 

(415

)

(988

)

21,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(4,559

)

1,286

 

1,296

 

(1,977

)

(4,866

)

415

 

988

 

(3,463

)

Interest income, net

 

191

 

 

 

191

 

232

 

 

 

232

 

Other income (expense), net

 

53

 

 

 

53

 

(212

)

 

 

(212

)

Provision for income taxes

 

(134

)

 

 

(134

)

(84

)

 

 

(84

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,449

)

$

1,286

 

$

1,296

 

$

(1,867

)

$

(4,930

)

$

415

 

$

988

 

$

(3,527

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share — basic and diluted

 

$

(0.13

)

 

 

 

 

$

(0.06

)

$

(0.16

)

 

 

 

 

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net loss per share — basic and diluted 

 

33,518

 

 

 

 

 

33,518

 

30,453

 

 

 

 

 

30,453

 


(1)          To supplement the financial results presented on a GAAP basis, the company  uses adjusted measures of gross profit margins, costs and expenses, net loss and net loss per share which are non-GAAP financial measures. Caliper’s management uses these adjusted financial measures to gain an understanding of its comparative operating performance, and also in financial and operating decision-making because management believes they better reflect the underlying economics of Caliper’s ongoing business. Comparisons of adjusted financial measures may be more meaningful because operating results presented under GAAP may include, from time to time, items that are not necessarily relevant to understand Caliper’s business. Caliper’s management believes that these adjusted financial measures provide useful information to investors and others in understanding and evaluating Caliper’s current operating performance and future prospects. The adjusted financial measures have limitations, however, because they do not include all items of income and expense that impact Caliper’s operations. Management compensates for these limitations by presenting the tabular reconciliation above. The adjusted measures exclude:

a)              Expense associated with non-cash stock compensation. The Company believes that available valuation methodologies and assumptions may result in estimates that are misleading in the comparison of its financial results to previous periods or to its peers, and do not provide meaningful insight into the Company’s ongoing operations. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123R on January 1, 2006, which requires non-cash stock compensation expense to be recorded when stock options and other stock-related awards vest. The Company is using the modified-prospective transition method in its adoption of SFAS No. 123R and, as such, is not required to restate prior year results for the impact of option expensing.

b)             Expense associated with the amortization of acquisition-related intangible assets. This exclusion allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held business activities and with both acquisitive and non-acquisitive peers.

c)              Restructuring expense related reductions in force and costs to discontinue activities including idle capacity costs. The costs largely relate to restructuring activities associated with business combinations and are not indicative of the company’s  normal operating costs.

Non-GAAP net income/(loss) and other non-GAAP financial measures disclosed by the Company should not be considered in isolation or as a substitute for GAAP.

(2)          Adjustments represents stock-based compensation expense.

(3)          Adjustment represents amortization of intangible assets acquired and restructuring activities related to business combinations.



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