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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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