8-K 1 a10-10898_18k.htm 8-K

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UNITED STATES

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): May 24, 2010

 

CALIPER LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-32976

 

33-0675808

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

68 Elm Street, Hopkinton, Massachusetts

 

01748

(Address of Principal Executive Offices)

 

(Zip Code)

 

(508) 435-9500

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

o            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))

 

 

 



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Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On May 24, 2010, Caliper Life Sciences, Inc. (“Caliper” or the “Company”) completed the previously announced sale of its RapidTrace® solid phase extraction and TurboVap®  evaporation product lines (“Specialty Product Lines”) to Biotage LLC (“Biotage”) for approximately $16.5 million in cash (the “Purchase Price”) and assumed liabilities by Biotage of approximately $0.5 million, pursuant to an Asset Purchase Agreement between Caliper and Biotage dated as of May 17, 2010 (the “Purchase Agreement”). The Purchase Price is subject to adjustment based upon the final determination of the working capital associated with the Specialty Product Lines as of the closing date.   Caliper and Biotage have also entered into a three-year toll manufacturing agreement, pursuant to which Caliper will exclusively manufacture and supply the TurboVap and RapidTrace products in amounts requested by Biotage from time to time at prices agreed by the parties. The Purchase Agreement will be filed as an exhibit to Caliper’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2010.

 

Item 9.01  Financial Statements and Exhibits.

 

(b)                                 Pro forma financial information.

 

The unaudited pro forma condensed consolidated financial information set forth below should be read in conjunction with the historical financial statements and related notes of Caliper.  The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and is not necessarily indicative of the results that would have occurred if the sale of the Specialty Product Lines had occurred on the date indicated or the expected financial position or results of operations of Caliper in the future.  The information includes pro forma adjustments which reflect the dispositions of the Specialty Product Lines.

 

Due to the timing of the filing of this Current Report on Form 8-K, Caliper has not finalized its accounting for the divestiture described in Item 2.01 in this report including: (i) its determination of the value of goodwill to be allocated to the divested Specialty Product Lines, (ii) the amount of income taxes payable as a result of the transaction, and (iii) other factors which may affect the final amount of gain to be recorded as a result of the divestiture transaction.  The pro forma adjustments in the financial statements related to these areas have been prepared on a preliminary basis based on the information that was available to Caliper at the time the pro forma financial statements were prepared.  Revisions to these preliminary estimates are expected as additional information becomes available and as Caliper finalizes its accounting for the divestiture.

 

The unaudited pro forma condensed consolidated balance sheet was prepared assuming the sale of the Specialty Product Lines described in Item 2.01 in this report occurred as of March 31, 2010.

 

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2009 and three months ended March 31, 2010 reflect adjustments which are (i) directly attributable to the sale transaction, and (ii) expected to have a continuing impact on Caliper.  The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2010 and the year ended December 31, 2009 have been presented assuming the sale of the Specialty Product Lines occurred as of January 1, 2009.

 

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Caliper Life Sciences, Inc.

Pro Forma Condensed Consolidated Balance Sheet

(Unaudited - in thousands)

 

 

 

As of March 31, 2010

 

 

 

As Reported

 

Adjustments(1)

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash, cash equivalents and marketable securities

 

$

36,411

 

$

16,225

(2)

$

52,636

 

Accounts receivable, net

 

21,181

 

(1,687

)

19,494

 

Inventories

 

12,204

 

(1,304

)

10,900

 

Prepaid expenses and other current assets

 

3,348

 

—

 

3,348

 

Total current assets

 

73,144

 

13,234

 

86,378

 

Property and equipment, net

 

9,058

 

—

 

9,058

 

Intangible assets, net

 

23,969

 

—

 

23,969

 

Goodwill

 

21,011

 

(2,655

)(3)

18,356

 

Other assets

 

320

 

—

 

320

 

Total assets

 

$

127,502

 

$

10,579

 

$

138,081

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

5,013

 

$

(330

)

$

4,683

 

Accrued compensation

 

5,088

 

(3

)

5,085

 

Other accrued liabilities

 

10,022

 

(28

)

9,994

 

Deferred revenue and customer deposits

 

12,737

 

(327

)

12,410

 

Borrowings under credit facility

 

14,900

 

—

 

14,900

 

Total current liabilities

 

47,760

 

(688

)

47,072

 

Long-term obligations

 

9,125

 

—

 

9,125

 

Stockholders’ equity

 

70,617

 

11,267

(4)

81,884

 

Total liabilities and stockholders’ equity

 

$

127,502

 

$

10,579

 

$

138,081

 

 

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

 

(1)                                To eliminate assets and liabilities of the Specialty Product Lines as of March 31, 2010.

(2)                                To record $16.4 million of total cash consideration received in connection with the sale of the Specialty Product Lines subsequent to March 31, 2010.  The amount received excludes transaction costs of approximately $125,000 and a $150,000 deposit that was received in March 2010 which was already included in Caliper’s cash balance.

(3)                                To eliminate the estimated fair value of goodwill related to the Specialty Product Lines.

(4)                                To record the estimated gain on sale of the Specialty Product Lines, net of estimated taxes of $0.3 million.  The amount and timing of gain recognition is subject to change based upon final assessment of the accounting for the transaction which is expected to be finalized during the second quarter of 2010.

 

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Caliper Life Sciences, Inc.

Pro Forma Condensed Consolidated Statement of Operations

(Unaudited - in thousands, except per share amounts)

 

 

 

Three Months Ended March 31, 2010

 

 

 

As Reported

 

Specialty
Adjustments(1)

 

Toll
Manufacturing
Adjustments(2)

 

Pro Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

Product revenue

 

$

20,367

 

$

(2,221

)

$

348

 

$

18,494

 

Service revenue

 

5,081

 

(237

)

—

 

4,844

 

License fees and contract revenue

 

3,204

 

—

 

—

 

3,204

 

Total revenue

 

28,652

 

(2,458

)

348

 

26,542

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

10,296

 

(609

)

—

 

9,690

 

Cost of service revenue

 

3,190

 

(116

)

—

 

3,074

 

Cost of license revenue

 

405

 

—

 

—

 

405

 

Research and development

 

4,347

 

—

 

—

 

4,347

 

Selling, general and administrative

 

10,858

 

(169

)

—

 

10,689

 

Amortization of intangible assets

 

1,254

 

—

 

—

 

1,254

 

Restructuring charges, net

 

31

 

—

 

—

 

31

 

Total costs and expenses

 

30,381

 

(890

)

—

 

29,491

 

Operating loss

 

(1,729

)

(1,568

)

348

 

(2,948

)

Interest expense, net

 

(130

)

—

 

—

 

(130

)

Other expense, net

 

(351

)

—

 

—

 

(351

)

Provision for income taxes

 

(8

)

—

 

—

 

(8

)

Net loss

 

$

(2,218

)

$

(1,568

)

$

348

 

(3,437

)

Net loss per share, basic and diluted

 

$

(0.04

)

 

 

 

 

$

(0.07

)

Shares used in computing net loss per common share, basic and diluted

 

49,479

 

 

 

 

 

49,479

 

 

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

 

(1)                                To eliminate revenues and direct expenses of the Specialty Product Lines for the three months ended March 31, 2010.

(2)                                To reflect the revenues that would have been earned under the terms of the Toll Manufacturing Agreement signed in connection with the closing of the Asset Purchase Agreement.

 

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Caliper Life Sciences, Inc.

Pro Forma Condensed Consolidated Statement of Operations

(Unaudited - in thousands, except per share amounts)

 

 

 

Year Ended December 31, 2009

 

 

 

As Reported

 

Specialty
Adjustments(1)

 

Toll
Manufacturing
Adjustments(2)

 

Pro Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

Product revenue

 

$

86,149

 

$

(8,620

)

$

1,408

 

$

78,938

 

Service revenue

 

31,471

 

(876

)

—

 

30,595

 

License fees and contract revenue

 

12,792

 

—

 

—

 

12,792

 

Total revenue

 

130,412

 

(9,496

)

1,408

 

122,325

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

49,636

 

(2,619

)

—

 

47,017

 

Cost of service revenue

 

21,398

 

(519

)

—

 

20,879

 

Cost of license revenue

 

1,487

 

—

 

—

 

1,487

 

Research and development

 

17,881

 

—

 

—

 

17,881

 

Selling, general and administrative

 

44,886

 

(671

)

—

 

44,215

 

Amortization of intangible assets

 

6,589

 

—

 

—

 

6,589

 

Restructuring charges, net

 

739

 

—

 

—

 

739

 

Total costs and expenses

 

142,616

 

(3,809

)

—

 

138,807

 

Operating loss

 

(12,204

)

(5,687

)

1,408

 

(16,483

)

Interest expense, net

 

(681

)

—

 

—

 

(681

)

Gain on divestitures

 

4,942

 

—

 

—

 

4,942

 

Other income, net

 

(63

)

—

 

—

 

(63

)

Provision for income taxes

 

(219

)

—

 

—

 

(219

)

Net loss

 

$

(8,225

)

$

(5,687

)

$

1,408

 

$

(12,504

)

Net loss per share, basic and diluted

 

$

(0.17

)

 

 

 

 

$

(0.26

)

Shares used in computing net loss per common share, basic and diluted

 

48,896

 

 

 

 

 

48,896

 

 

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

 

(1)        To eliminate revenues and direct expenses of the Specialty Product Lines for the fiscal year ended December 31, 2009.

(2)        To reflect the revenues that would have been earned under the terms of the Toll Manufacturing Agreement signed in connection with the closing of the Asset Purchase Agreement.

 

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SIGNATURES

 

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.

 

 

May 27, 2010

By:

/s/ Peter F. McAree

 

 

 

 

 

Peter F. McAree

 

 

Senior Vice President and Chief Financial Officer

 

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