UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 8, 2007
Clarient, Inc
(Exact name of registrant as specified in its charter)
Delaware | | 000-22677 | | 75-2649072 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
| | | | |
31 Columbia , Aliso Viejo, CA | | 92656 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (949) 425-5700
N/A
(Former name or former address, if changed since last report.)
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:
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))
EXPLANATORY NOTE
This Form 8-K/A amends Item 9.01 of the Current Report on Form 8-K filed by Clarient, Inc. (“Clarient” or the “Registrant”) on March 9, 2007 to include financial information that was not available at the time of the filing of the initial report. The financial information is required as a result of the March 8, 2007 sale of the Registrant’s technology business to Carl Zeiss MicroImaging, Inc. and one of its subsidiaries (collectively, “Zeiss” or “Buyer”).
ITEM 9.01. Financial Statements and Exhibits.
(a) None.
(b) Pro forma Financial Information.
The following unaudited condensed consolidated balance sheet as of September 30, 2006 presents the consolidated financial position of Clarient as if the sale of the technology business had occurred as of that date. The unaudited condensed consolidated statement of operations for the nine months ended September 30, 2006 and for the year ended December 31, 2005 have been prepared to present the consolidated results of operations of Clarient as if the sale had occurred on January 1, 2005.
The unaudited pro forma condensed consolidated financial information is not necessarily indicative of future results of operations that might have been achieved if the foregoing transaction had been consummated as of the indicated dates, nor is it indicative of Clarient’s financial position or results of operations as of September 30, 2006 or for the nine months ended September 30, 2006 or the year ended December 31, 2005. The unaudited pro forma condensed consolidated financial information has been derived from, and should be read in conjunction with, Clarient’s historical financial statements, together with the related notes thereto, included in Clarient’s annual report on Form 10-K for the year ended December 31, 2005 and in Clarient’s Form 10-Q for the quarter ended September 30, 2006.
The unaudited pro forma adjustments are based upon currently available information and upon assumptions that Clarient believes are reasonable. The pro forma condensed consolidated financial information does not reflect changes that may occur as a result of activities subsequent to the disposition as described above.
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Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2006
(in thousands)
(unaudited)
| | As Reported | | Pro Forma
Adjustments | | Pro Forma | |
| | | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 2,345 | | $ | 10,250 | (a) | $ | 12,595 | |
Restricted cash | | 275 | | (275 | )(b) | — | |
Accounts receivable, net (services) | | 8,101 | | | | 8,101 | |
Accounts receivable, net (technology) | | 416 | | | | 416 | |
Net investment in sales type leases | | 78 | | (78 | )(b) | — | |
Investories, net | | 1,630 | | (1,1411 | )(b) | 219 | |
Prepaid expenses and other current assets | | 479 | | | | 479 | |
| | | | | | | |
Total current assets | | 13,324 | | 8,486 | | 21,810 | |
| | | | | | | |
Property and equipment, net | | 11,077 | | (689 | )(b) | 10,388 | |
Intangible assets, net | | 3,460 | | (3,460 | )(b) | — | |
Net investment in sales type leases | | 117 | | (117 | )(b) | — | |
Goodwill | | 516 | | (516 | )(b) | — | |
Other | | 384 | | | | 384 | |
Total assets | | $ | 28,878 | | $ | 3,704 | | $ | 32,582 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | |
| | | | | | | |
Current liabilities: | | | | | | | |
Revolving line of credit | | $ | 6,500 | | | | $ | 6,500 | |
Accounts payable | | 4,111 | | | | 4,111 | |
Accrued payroll | | 1,844 | | | | 1,844 | |
Accrued expenses | | 1,418 | | | | 1,418 | |
Deferred revenue | | 1,197 | | (1,197 | )(b) | — | |
Current maturieis of long-term debt | | 2,891 | | (764 | )(b) | 2,127 | |
| | | | | | | |
Total current liabilities | | 17,961 | | (1,961 | ) | 16,000 | |
| | | | | | | |
Long-term debt, including capital lease obligations | | 3,371 | | (1,316 | )(b) | 2,055 | |
Deferred rent | | 3,625 | | | | 3,625 | |
Commitments and contingencies | | | | | | | |
| | | | | | | |
Stockholders’ equity | | 3,921 | | 6,981 | (c) | 10,902 | |
| | | | | | | |
Total liabilities and stockholders equity | | $ | 28,878 | | $ | 3,704 | | $ | 32,582 | |
See notes to unaudited pro forma condensed consolidated financial information.
Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended September 30, 2006
(in thousands)
(unaudited)
| | As Reported | | Pro Forma
Adjustments | | Pro Forma | |
| | | | | | | |
Revenue: | | | | | | | |
Services group | | $ | 19,818 | | | | $ | 19,818 | |
Technology group | | 3,549 | | (3,549 | )(d) | — | |
| | | | | | | |
Total revenue | | 23,367 | | (3,549 | ) | 19,818 | |
| | | | | | | |
Cost of revenue: | | | | | | | |
Services group | | 11,096 | | — | | 11,096 | |
Technology group | | 1,382 | | (1,382 | )(d) | — | |
| | | | | | | |
Total cost of revenue | | 12,478 | | (1,382 | ) | 11,096 | |
| | | | | | | |
Gross profit | | 10,889 | | (2,167 | ) | 8,722 | |
| | | | | | | |
Operating expenses: | | | | | | | |
Selling, general and administrative | | 12,811 | | (923 | )(d) | 11,888 | |
Diagnostic services administration | | 6,446 | | | | 6,446 | |
Research and development | | 3,445 | | (3,445 | )(d) | — | |
| | | | | | | |
Total operating expenses | | 22,702 | | (4,368 | ) | 18,334 | |
| | | | | | | |
Loss from operations | | (11,813 | ) | 2,201 | | (9,612 | ) |
| | | | | | | |
Other expense | | 711 | | — | | 711 | |
| | | | | | | |
Loss before income taxes | | (12,524 | ) | 2,201 | | (10,323 | ) |
| | | | | | | |
Income tax expense | | 19 | | — | | 19 | |
| | | | | | | |
Net loss attributable to common stock | | $ | (12,543 | ) | $ | 2,201 | | $ | (10,342 | ) |
| | | | | | | |
Basic and diluted net loss per common share | | $ | (0.19 | ) | | | $ | (0.15 | ) |
Weighted average number of common shares outstanding | | 67,007,971 | | | | 67,007,971 | |
| | | | | | | | | | |
See notes to unaudited pro forma condensed consolidated financial information.
Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2005
(in thousands)
(unaudited)
| | As Reported | | Pro Forma
Adjustments | | Pro Forma | |
| | | | | | | |
Revenue | | | | | | | |
Services group | | $ | 11,439 | | | | $ | 11,439 | |
Technology group | | 8,710 | | (8,710 | )(d) | — | |
| | | | | | | |
Total revenue | | 20,149 | | (8,710 | ) | 11,439 | |
| | | | | | | |
Cost of revenue: | | | | | | | |
Services group | | 8,789 | | — | | 8,789 | |
Technology group | | 2,419 | | (2,419 | )(d) | — | |
| | | | | | | |
Total cost of revenue | | 11,208 | | (2,419 | ) | 8,789 | |
| | | | | | | |
Gross profit | | 8,941 | | (6,291 | ) | 2,650 | |
| | | | | | | |
Operating expenses: | | | | | | | |
Selling, general and administrative | | 13,414 | | (1,449 | )(d) | 11,965 | |
Diagnostic services administration | | 6,312 | | | | 6,312 | |
Research and development | | 3,805 | | (3,805 | )(d) | — | |
| | | | | | | |
Total operating expenses | | 23,531 | | (5,254 | ) | 18,277 | |
| | | | | | | |
Loss from operations | | (14,590 | ) | (1,037 | ) | (15,627 | ) |
| | | | | | | |
Other expense | | 212 | | — | | 212 | |
| | | | | | | |
Loss before income taxes | | (14,802 | ) | (1,037 | ) | (15,839 | ) |
| | | | | | | |
Income tax expense | | — | | — | | — | |
| | | | | | | |
Net loss attributable to common stock | | $ | (14,802 | ) | $ | (1,037 | ) | $ | (15,839 | ) |
| | | | | | | |
Basic and diluted net loss per common share | | $ | (0.27 | ) | | | $ | (0.29 | ) |
Weighted average number of common shares outstanding | | 53,971,275 | | | | 53,971,275 | |
| | | | | | | | | | |
See notes to unaudited pro forma condensed consolidated financial information.
CLARIENT, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following adjustments give pro forma effect to the transaction:
a) Reflects proceeds from the sale of $11.0 million, net of $750,000 in selling costs. Selling costs have not been reflected in the Unaudited Pro Forma Condensed Consolidated Statement of Operations since it is non-recurring.
b) Reflects the sale of assets and liabilities assumed by the buyer, using net book value.
c) Reflects the estimated gain on sale. The gain on sale has not been reflected in the Unaudited Pro Forma Condensed Consolidated Statement of Operations since it is non-recurring.
d) Reflects the elimination of the technology business results of operations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 14, 2007 | By: | | /s/ James V. Agnello |
| Name: | | James V. Agnello |
| Title: | | Senior Vice President and
Chief Financial Officer |
