findit
15 years ago
Me too. I am heading to Vegas. LOL.
Cell Biosciences Signs Agreement to Acquire Alpha Innotech
8:30 am ET 09/08/2009- Business Wire
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Cell Biosciences, Inc. and Alpha Innotech Corp. (OTC BB: APNO.OB) today
announced that they have entered into a definitive agreement providing
for the acquisition of Alpha Innotech by Cell Biosciences for $1.50 per
share, or approximately $17.9 million in cash. This acquisition would
significantly expand Cell Biosciences' protein analysis business to
include a global infrastructure and a broad protein analysis product
portfolio.
Founded in 1992, Alpha Innotech is a pioneer in the use of
high-sensitivity digital imaging systems for genomic and proteomic
research. The company offers a broad range of best-in-class products,
from entry-level gel documentation systems to premier systems for
multiplexed fluorescence and proteomics applications. The company has
sold over 10,000 systems worldwide. In 2008, Alpha Innotech achieved
revenues of $17.6 million and was profitable on both an operating and a
net income basis. Alpha Innotech employs 62 people, primarily at its San
Leandro, California headquarters.
Cell Biosciences is a private life sciences company established in 2004,
and is focused on revolutionizing protein and biomarker research. The
company's lead product is the CB1000, a nanofluidic immunoassay platform
designed for ultrasensitive detection and characterization of
oncoproteins and other signaling proteins in ultra small biological
samples, such as small tumor biopsies and stem cells. Cell Biosciences
is headquartered in Santa Clara, California, and has 49 employees
located in North America and Europe.
The combination of Cell Biosciences and Alpha Innotech would create a
global protein analysis business with a broad product line featuring
both traditional and novel protein analysis technologies. Virtually
every protein research laboratory worldwide would become a potential
customer for the combined entity.
Commenting on the transaction, Tim Harkness, President and Chief
Executive Officer of Cell Biosciences, said, "This strategic acquisition
marks an important milestone in our plan to create a profitable,
high-growth protein analysis business with global reach. There is a
great strategic fit in people, products, technologies, and customers
between Cell Biosciences and Alpha Innotech. I am particularly excited
by the critical mass of talent and industry experience this combination
creates."
Ron Bissinger, Chief Executive Officer at Alpha Innotech, added, "The
innovative technology of Cell Biosciences makes it an ideal partner for
Alpha Innotech. I expect the combined company to create great value for
our customers and employees, and to generate exceptional products for
the protein research community."
Under the terms of the agreement, Cell Biosciences will acquire Alpha
Innotech for approximately $17.9 million, or $1.50 per share, and will
assume $2.1 million of outstanding debt, net of cash. The completion of
the transaction is subject to customary terms and conditions, including
approval by the stockholders of Alpha Innotech. The directors, executive
officers and certain stockholders of Alpha Innotech, who collectively
hold approximately 33% of Alpha Innotech's outstanding common stock,
have entered into agreements with Cell Biosciences pursuant to which
they have agreed to vote their shares of Alpha Innotech common stock in
favor of the transaction. The parties expect the transaction to be
completed in approximately 60 days.
In connection with the transaction, Cell Biosciences has entered into
agreements to raise an additional $19 million in cash in a second
closing of a Series C Preferred Stock financing and a Series D Preferred
Stock financing led by its largest investor, The Wellcome Trust.
Existing investors Domain Associates, Novo A/S, Latterell Venture
Partners, The Vertical Group and Royal Bank of Canada have agreed to
participate in the financing.
BroadOak Partners served as financial advisor to Alpha Innotech in
connection with the transaction.
ABOUT CELL BIOSCIENCES
Cell Biosciences is a private life sciences company focused on
nanoproteomics. The Company develops instrumentation systems, software,
and assay products that reveal previously undetectable information about
cellular control pathways. Its customers include leading institutions in
the fields of cancer research, stem cell biology, and diabetes. Cell
Biosciences' products enable researchers to uncover fundamental
mechanisms controlling cell proliferation and cell death, to accelerate
the development of new therapeutics, and to help identify new prognostic
and diagnostic disease biomarkers. Cell Biosciences is located in Santa
Clara, California. For more information, visit www.cellbiosciences.com.
ABOUT ALPHA INNOTECH CORP.
With over 10,000 systems sold worldwide, Alpha Innotech is a leading
developer, manufacturer, and marketer of digital imaging and analysis
systems for the life science research and drug discovery markets. Its
goal is to combine instruments, reagents and bioinformatics software in
order to offer integrated modular technology platforms for functional
genomics, proteomics, and cell analysis markets. Customers of Alpha
Innotech include pharmaceutical and biotechnology companies, as well as
universities, medical centers, government research institutes, and
agencies worldwide. Visit www.alphainnotech.com
for more information.
FORWARD-LOOKING STATEMENTS
Some statements set forth in this release, including those regarding
Cell Biosciences' proposed acquisition of Alpha Innotech and the
expected impact of the acquisition on Cell Biosciences' strategic and
operational plans and financial results, contain forward-looking
statements that are subject to change. Statements including words such
as "anticipate", "believe", "estimate" or "expect" and statements in the
future tense are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that could cause
actual events or actual future results to differ materially from the
expectations set forth in the forward-looking statements. Some of the
factors which could cause results to differ materially from the
expectations expressed in these forward-looking statements include the
following: the requirement that Alpha Innotech's stockholders must
approve the transaction; the completion of Cell Biosciences' Series D
Preferred Stock financing; the possibility that the transaction will not
close or that the closing may be delayed; the effect of the announcement
of the acquisition on Alpha Innotech's strategic relationships,
operating results and business generally, including the ability to
retain key employees and other factors described in Alpha Innotech'sSEC
filings (including Alpha Innotech's Annual Report on Form 10-K for the
year ended December 31, 2008 and Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009). If any of these risks or uncertainties
materializes, the acquisition may not be consummated, the potential
benefits of the acquisition may not be realized, Alpha Innotech's
operating results and financial performance could suffer, and actual
results could differ materially from the expectations described in these
forward-looking statements. Neither Cell Biosciences nor Alpha Innotech
assume any obligation to update these forward-looking statements.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE YOU
CAN FIND IT
In connection with the proposed transaction, Alpha Innotech intends to
file a proxy statement and other relevant materials with the Securities
and Exchange Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF ALPHA INNOTECH ARE
URGED TO READ THE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE
OTHER RELEVANT MATERIALS FILED BY ALPHA INNOTECH WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The proxy statement and the other relevant materials, when available,
and any other documents filed by Alpha Innotech with the SEC, may be
obtained free of charge at the SEC's website at www.sec.gov.
In addition, stockholders of Alpha Innotech may obtain free copies of
the documents filed with the SEC by contacting Alpha Innotech Investor
Relations at (510) 483-9620 or Alpha Innotech Corp., 2401 Merced Street,
San Leandro, California 94577. You may also read and copy any reports,
statements and other information filed by Alpha Innotech with the SEC at
the SEC public reference room at 100 F Street, N.E.Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public reference room.
Alpha Innotech and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from Alpha Innotech
stockholders in favor of the proposed transaction. Certain executive
officers and directors of Alpha Innotech have interests in the
transaction that may differ from the interests of stockholders
generally, including without limitation acceleration of vesting of stock
options and restricted stock units, benefits conferred under retention,
severance and change in control arrangements, and continuation of
director and officer insurance and indemnification. These interests will
be described in the proxy statement when it becomes available.
Source: Alpha Innotech Corp.
findit
15 years ago
Alpha Innotech Reports Second Quarter 2009 Results
Press Release
Source: Alpha Innotech Corp.
On Wednesday August 5, 2009, 8:54 pm EDT
SAN LEANDRO, Calif.--(BUSINESS WIRE)--Alpha Innotech Corp. (OTCBB:APNO - News), a leading provider of bioanalytical systems for drug discovery and life science research, today reported financial results for their second quarter ending June 30, 2009.
Second quarter revenues of $4.2 million were flat from the $4.2 million of revenues reported in the same period in 2008.
The Company posted a net loss of $15,785 in the second quarter ending June 30, 2009 as compared to a $23,199 net profit in the comparable period of 2008.
Excluding interest, depreciation and share-based compensation, on a non-GAAP basis, the Company had net income of $429,056 for the three months ended June 30, 2009 compared to $456,448 for the three months ended June 30, 2008. The non-GAAP net income is reconciled to comparable GAAP net income in the table below entitled “Non-GAAP Calculation of Net Income.”
For the six months ended June 30, 2009, revenues remained at $7.9 million compared to the $7.9 million for the six months ended June 30, 2008. The Company reported net loss for the six months ended June 30, 2009 of $234,748, or $0.02 per share, compared to net income of $21,142, or less than $0.01 per share, for the six months ended June 30, 2008.
Excluding interest, depreciation and share-based compensation, on a non-GAAP basis, the Company had net income of $671,010 for the six months ended June 30, 2009 compared to a net income of $794,758 for the six months ended June 30, 2008. The non-GAAP net income is reconciled to comparable GAAP net income in the table entitled “Non-GAAP Calculation of Net Income.”
On July 14, 2009, we received a letter from General Electric Healthcare (GEHC) terminating our supply agreement with them effective May 2010. During the remainder of the term of the agreement we will continue shipping systems to GEHC as customer demand requires. While we may continue to supply GEHC with systems as well as support for their installed base, we assume future revenues will be minimal from GEHC beginning in our third quarter of 2009. During the six months ended June 30, 2009, revenue from GEHC was $705,000 compared to $1.4 million for the six months ended June 30, 2008.
“Excluding the GEHC business, our second quarter 2009 revenues grew 17% compared to the second quarter of 2008. The growth, during the second quarter of 2009, in our non-GEHC revenues was greater than the nearly $600,000 decline in GEHC revenues for the three months ended June 30, 2009 compared to the three months ended June 30, 2008,” stated Ron Bissinger, Chief Executive Officer of Alpha Innotech Corp. “As a percentage of our total revenues, we have been reducing our dependency on GEHC business since 2007. We expect continuing growth from our own global channel expansions and introduction of new products,” he continued.
Recent Product Highlights
-- We launched FluorChem® Xplor, a complete solution for the imaging and analysis of 2D gels, chemiluminescent Westerns, and 1D protein and nucleotide gels.
-- We launched our latest software product, AlphaView 3.0 software, which offers automation, improved lab workflow, and increased throughput for imaging customers.
More information on Alpha Innotech can be found at the Company’s website www.alphainnotech.com.
About Alpha Innotech Corp.
With over 10,000 systems sold worldwide, Alpha Innotech is a leading developer, manufacturer and marketer of digital imaging and analysis systems for the life science research and drug discovery markets. Our goal is to combine instruments, reagents and bioinformatics software in order to offer integrated modular technology platforms for functional genomics, proteomics, and cell analysis markets. Our customers include pharmaceutical and biotechnology companies, as well as universities, medical centers, government research institutes, and agencies worldwide.
Use of Non-GAAP Financial Measures
To supplement the Company’s financial statements presented in accordance with GAAP, the Company is also providing non-GAAP financial information. The presentation of non-GAAP financial information should be considered in addition to the Company’s GAAP results and is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with GAAP. The Company believes that both management and investors benefit from referring to non-GAAP financial information, since GAAP excludes certain expenses in their assessment of the Company’s performance. The Company also believes that investors benefit from an increased transparency of the supplemental information which management uses in its financial and operational decision making.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements related to the continued expansion of our international sales channel, our continued development, manufacture and supply of new products, our relationship with GEHC, and is subject to the safe harbor created by those sections. Words such as “will,” “expect,” “believe,” “suggest,” “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company’s current expectations. These forward-looking statements involve a number of risks and uncertainties that include, but are not limited to, the loss of revenues from the cancellation of the Company’s agreement with GEHC, worldwide economic conditions and our ability to grow our non-GEHC revenue, any of which could cause actual results to differ materially from those anticipated or planned by these forward-looking statements. Please also refer to the risk factors described under “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to update the forward-looking statements contained in this news release except as required by law.
Alpha Innotech Corp.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended
June 30,
Six Months Ended
June 30,
2009 2008 2009 2008
Revenue $ 4,248 $ 4,243 $ 7,939 $ 7,911
Cost of Goods Sold 1,889 1,857 3,577 3,414
Gross profit 2,359 2,386 4,362 4,497
Operating expenses:
Sales and Marketing 1,232 1,313 2,417 2,498
Research and Development 353 273 666 648
General and Administrative 603 590 1,149 1,157
Total operating expenses 2,188 2,176 4,232 4,303
Income from operations 171 210 130 194
Other income (expense):
Interest expense (186 ) (188 ) (356 ) (271 )
Other income (expense), net (1 ) 1 (9 ) (2 )
Sale of patents — — — 100
Net income (loss) applicable to common stockholders $ (16 ) $ 23 $ (235 ) $ 21
Net income (loss) per share:
Basic $ (0.00 ) $ 0.00 $ (0.02 ) $ 0.00
Diluted $ (0.00 ) $ 0.00 $ (0.02 ) $ 0.00
Weighted average shares outstanding:
Basic 10,940 10,874 10,932 10,694
Diluted 10,940 11,281 10,932 10,893
Alpha Innotech Corp.
Condensed Consolidated Balance Sheets
As of June 30, 2009 and December 31, 2008
(in thousands)
June 30,
2009
December 31,
2008
Assets
Current assets:
Cash and cash equivalents $ 266 $ 649
Restricted cash 50 50
Accounts receivable, net 2,569 3,033
Inventory, net 2,275 1,464
Prepaid expenses and other current assets 93 155
Total current assets 5,253 5,351
Property and equipment, net 715 790
Loan costs, net 48 120
Other assets 110 90
Total assets $ 6,126 $ 6,351
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable $ 1,635 $ 880
Accrued liabilities 850 1,110
Current portion of debt 2,234 2,936
Deferred revenue 1,114 1,217
Other liabilities 121 152
Total current liabilities 5,954 6,295
Debt, net of current portion 157 152
Total shareholders’ equity (deficit) 15 (96 )
Total liabilities and shareholders’ deficit $ 6,126 $ 6,351
Alpha Innotech Corp.
Non-GAAP Calculation of Net Income
(Unaudited)
(in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
2009 2008 2009 2008
GAAP net income (loss) $ (16 ) $ 23 $ (235 ) $ 21
Interest 186 188 356 271
Depreciation 133 108 276 245
Share-based compensation 126 137 274 257
Non-GAAP basis income $ 429 $ 456 $ 671 $ 794
Contact:
Alpha Innotech Corp.Michael P. Henighan, CFO, 510-483-5610Copyright © 2009 Business Wire. All rights reserved. All the news releases provided by Business Wire are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials by posting, archiving in a public web site or database, or redistribution in a computer network is strictly forbidden.
di4
15 years ago
Alpha Innotech Reports First Quarter 2009 Results
May 12, 2009 10:16:00 PM
Copyright Business Wire 2009
Email Story Discuss on ZenoBank
View Additional ProfilesSAN LEANDRO, Calif.--(BUSINESS WIRE)-- Alpha Innotech Corp. (OTCBB:APNO), a leading provider of bioanalytical systems for drug discovery and life science research, today reported financial results for their first quarter ending March 31, 2009.
First quarter revenues of $3.69 million increased 1% from the $3.67 million reported in the same period in 2008.
The Company posted a net loss of $218,963 in the first quarter ending March 31, 2009 as compared to a $2,057 net loss in the comparable period of 2008.
Excluding interest, depreciation and stock-based compensation on a non-GAAP basis, the Company had net income of $203,698 for the first quarter of 2009 compared to $338,310 for the first quarter of 2008. The non-GAAP net income (loss) is reconciled to comparable GAAP net income (loss) in the table entitled "Non-GAAP Calculation of Net Income."
"Our 1% revenue increase does not reflect the fact that our new orders increased 17% in the first quarter of 2009 compared to the first quarter of 2008. By comparison, our first quarter of 2008 benefitted from a significantly larger beginning backlog as well as a one-time gain from a patent sale," said Ron Bissinger, Chief Executive Officer of Alpha Innotech.
Recent Highlights
-- Launched SpectraPlex(TM), a multicolor fluorescent Western blotting kit optimized for use on the Company's FluorChem(R) Q imager
-- Added sales personnel in China and India to continue building revenue-generating capabilities in the rapidly growing Asia region
-- Launched a portfolio of new service products allowing customers to choose from a variety of service and support options
More information on Alpha Innotech can be found at the Company's website www.alphainnotech.com.
About Alpha Innotech Corp.
With over 10,000 systems sold worldwide, Alpha Innotech is a leading developer, manufacturer and marketer of digital imaging and analysis systems for the life science research and drug discovery markets. Our goal is to combine instruments, reagents and bioinformatics software to offer integrated modular technology platforms for functional genomics, proteomics and cell analysis markets. Our customers include pharmaceutical and biotechnology companies as well as universities, medical centers, government research institutes and agencies worldwide.
Use of Non-GAAP Financial Measures
To supplement the Company's financial statements presented in accordance with GAAP, the Company is also providing non-GAAP financial information. The presentation of non-GAAP financial information should be considered in addition to the Company's GAAP results and is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with GAAP. The Company believes that both management and investors benefit from referring to non-GAAP financial information that excludes certain expenses in their assessment of the Company's performance. The Company also believes that investors benefit from increased transparency into supplemental information used by management in its financial and operational decision making.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements related to the continued expansion of our international sales channels, our continued development, manufacture and supply of new products, and the ability to control our expenses, and is subject to the safe harbor created by those sections. Words such as "will," "expect," "believe," "suggest," "potential" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company's current expectations. These forward-looking statements involve a number of risks and uncertainties that include, but are not limited to, changing worldwide economic conditions, current volatility and disruption in the capital and credit markets, and the Company's ability to obtain additional financing if needed, that could cause actual results to differ materially from those anticipated or planned by these forward-looking statements. Please also refer to the risk factors described under "Risk Factors" and elsewhere in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to update the forward-looking statements contained in this news release except as required by law.
Alpha Innotech Corp.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended
March 31,
2009 2008
Revenue $ 3,691 $ 3,668
Cost of Goods Sold 1,688 1,557
Gross profit 2,003 2,111
Operating expenses:
Sales and Marketing 1,185 1,185
Research and Development 313 375
General and Administrative 584 567
Total operating expenses 2,082 2,127
Loss from operations (79 ) (16 )
Other income (expense):
Interest expense (132 ) (83 )
Other income (expense), net (8 ) (3 )
Sale of patents -- 100
Net loss applicable to common stockholders $ (219 ) $ (2 )
Net loss per share:
Basic and Diluted $ (0.02 ) $ (0.00 )
Weighted average shares outstanding:
Basic and Diluted 10,925,224 10,536,390
Alpha Innotech Corp.
Condensed Consolidated Balance Sheets
As of March 31, 2009 and December 31, 2008
(in thousands)
2009 2008
Assets
Current assets:
Cash and cash equivalents $ 382 $ 649
Restricted cash 100 50
Accounts receivable, net 2,062 3,033
Inventory, net 1,764 1,464
Prepaid expenses and other current assets 155 155
Total current assets 4,463 5,351
Property and equipment, net 795 790
Loan costs, net 81 119
Other assets 105 91
Total assets $ 5,444 $ 6,351
Liabilities and shareholders' deficit
Current liabilities:
Accounts payable $ 1,086 $ 880
Accrued liabilities 1,005 1,110
Current portion of debt 2,064 2,936
Deferred revenue 1,173 1,217
Other liabilities 128 152
Total current liabilities 5,456 6,295
Debt, net of current portion 154 152
Total shareholders' deficit (166 ) (96 )
Total liabilities and shareholders' deficit $ 5,444 $ 6,351
Alpha Innotech Corp.
Non-GAAP Calculation of Net Income
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2009 2008
GAAP net loss $ (219) $ (2)
Interest 132 83
Depreciation 143 137
Stock-based compensation 148 120
Non-GAAP basis income $ 204 $ 338
Source: Alpha Innotech Corp.
----------------------------------------------
Alpha Innotech Corp.
Michael P. Henighan
CFO
510-483-5610