To: fred hayes who wrote (41 ) 5/12/2006 4:08:56 PM From: tuck Respond to of 45 Yup, sounds right. But there are rumblings that the deal is in danger, as CALP touted XGEN's high organic revenue growth, which suddenly stopped last quarter, so: >>HOPKINTON, Mass., May 10 /PRNewswire-FirstCall/ -- Caliper Life Sciences, Inc. (Nasdaq: CALP - News) 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 FAS 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, 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 as 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 a.m. EDT today. To listen to the webcast, visit 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.<< snip, emphasis mine XGEN is back to where you were looking at it. I bailed my Mom out at $4, a pretty good call, apparently. Not sure what provisions there are for nixing the deal. Edit: here's the original 425, which does not mention any specific ties to performance of revenue, EPS, or PPS.sec.gov And here's the latest, which includes snips from the Caliper earnings call:sec.gov So the companies expect to close in the 3rd quarter, but another bad one from XGEN may cause Caliper shareholders to vote the deal down. Cheers, Tuck