LJL BIOSYSTEMS INC
8-K, 1999-07-30
LABORATORY ANALYTICAL INSTRUMENTS
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<PAGE>

                       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): July 28, 1999


                              LJL BIOSYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                                    000-23647
                            (Commission File Number)

    DELAWARE                               77-0360183
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation)


                                405 TASMAN DRIVE
                               SUNNYVALE, CA 94089
             (Address of principal executive offices, with zip code)

                                 (408) 541-8787
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.  OTHER EVENTS.

         On July 28, 1999, LJL Biosystems, Inc. announced second quarter
financial results. Further details regarding this announcement are contained
in the company's news release dated July 28, 1999 attached as an exhibit
hereto and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      Exhibits:

                  99.1 LJL Biosystems, Inc. News Release dated July 28, 1999

                                      -2-

<PAGE>

                                   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 hereunto duly authorized.

                                                     LJL BIOSYSTEMS, INC.



Date:  July 30, 1999                                 By: /s/ Lev J. Leytes
                                                         ---------------------
                                                          Lev J. Leytes
                                                          President, Chief
                                                          Executive Officer
                                                          and Chairman of the
                                                          Board



                                      -3-


<PAGE>

                                                                   Exhibit 99.1


 LJL BIOSYSTEMS SECOND QUARTER REVENUES GROW 89% OVER SECOND QUARTER LAST YEAR

             - LJL LICENSES ADDITIONAL ASSAY PRODUCTS IN JULY -

SUNNYVALE, CA -JULY 28, 1999 - LJL BioSystems, Inc. (Nasdaq: LJLB), a leading
manufacturer of detection systems for accelerated drug discovery, today
reported financial results for the second quarter and six months ended June
30, 1999. Second quarter revenues grew 89% to approximately $2.0 million,
compared to approximately $1.1 million for the second quarter of 1998.

"Our performance this quarter and for the first half of 1999 demonstrates the
growing acceptance by large pharmaceutical companies of our High Throughput
Screening (HTS) solutions. We continued to receive orders for our HTS systems
from new pharmaceutical and biotechnology customers, as well as orders for
multiple systems from our current customers. We are pleased that our strategy
of penetrating key accounts is working and that repeat orders represented a
majority of our second quarter revenues," said Lev J. Leytes, LJL Chairman
and CEO.

Gross margins in the second quarter were 56% as compared to 30% a year
earlier and 48% in the first quarter of 1999. The net loss for the second
quarter was $2.6 million, or $0.20 cents per share on 12.6 million weighted
average shares outstanding, compared to a net loss of $2.0 million or $0.20
cents per share on 10.4 million weighted average shares outstanding in the
same quarter last year. As of June 30, 1999, LJL had cash, cash equivalents
and investments of $12.5 million.

For the first six months of 1999, LJL reported revenues of $3.4 million,
compared with revenues of $1.4 million for the first half of 1998. Net loss
for the first half of 1999 was $4.9 million, or $0.40 cents per share,
compared to a net loss of $4.3 million, or $0.53 cents per share, for the
first half of 1998. Gross margins for the first six months of 1999 were 53%
as compared to 25% for the first half of 1998.

FIRST ORDERS FOR AND SHIPMENT OF ANALYST-TM- AD OCCUR IN THE SECOND QUARTER
LJL introduced the Analyst AD in the second quarter of this year. "We are
pleased that we were able to introduce and ship our first Analyst AD system
during the second quarter. We believe the Analyst AD adds value to our
customers' drug discovery processes because it is both a cost-effective
system for assay development and is fully compatible with the Analyst HT,
used in HTS. With the Analyst AD our customers are no longer burdened with
the time consuming step of re-validating the assays they are transferring
from assay development to HTS. We believe the Analyst AD further expands our
market potential because it allows our customers to implement enterprise-wide
standardization on LJL's technology platform. For these reasons, we believe
the

                                      -1-

<PAGE>

Analyst AD continues to reinforce LJL's leadership in start-to-finish HTS and
Ultra-HTS-TM-," said Leytes.

LJL LICENSES ADDITIONAL ASSAY PRODUCTS
"Furthering our goal of commercializing a range of consumable products, we
in-licensed, on an exclusive basis, additional assay products in July. We
believe these new products will help our customers optimize their Analyst
systems and address a broader set of potential HTS applications. Moreover,
these licenses underscore LJL's commitment to bringing to our customers high
performance, non-radioactive, cost-efficient, and easy to automate assays,"
added Leytes.

FIRST MILESTONE WITH SMITHKLINE BEECHAM IS ACHIEVED
In June 1999, LJL announced the successful completion of the first milestone
in its non-exclusive collaboration with SmithKline Beecham. This milestone
demonstrated the enabling performance of LJL's FLARe-TM- (Fluorescence Lifetime
Assay Repertoire) technology. FLARe is LJL's proprietary instrumentation and
reagent technology platform for addressing critical drug discovery
challenges. Leytes stated, "We are pleased to have completed this key
milestone in collaboration with SmithKline. Through a combination of advanced
biophysics and electronics, FLARe reduces the effect of background noise by
up to 98% in certain fluorescence-based assays. We believe this unique
enabling technology is extremely important, especially in miniaturized
Ultra-HTS. We see the development of FLARe technology as one of the
cornerstones of LJL's leadership position in HTS and Ultra-HTS."

ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems, Inc. develops, produces, and markets to pharmaceutical and
biotechnology firms, products and services that accelerate and enhance the
drug discovery process. LJL's proprietary technology platform is designed to
address many of the limitations associated with current products for the HTS
market, allowing its customers to expedite the identification and
optimization of compounds for development into new medicines. LJL's customers
include, among others, Bristol Myers Squibb, Eli Lilly and Company, Johnson
and Johnson, Merck and Co., Aurora Biosciences Corporation, Tularik, Inc.,
Millennium Pharmaceuticals, Inc., Dupont Pharmaceuticals Company, Amgen,
Inc., Monsanto Company, Pharmacia & Upjohn and SmithKline Beecham. LJL is
headquartered in Sunnyvale, California and has a subsidiary in the United
Kingdom. The Company's website address is www.ljlbio.com.

FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters discussed
in this news release are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act, including statements regarding
LJL's "expectations," "beliefs," "hopes," "intentions," "strategies" or the
like. Such statements are subject to risks and uncertainties that could cause
actual results to differ materially, including such factors, among others, as
the impact of competitive products and pricing, the timely development and
market acceptance of new products, concentration of HTS and Ultra-HTS market,
market conditions, the mix between domestic and international sales,
manufacturing and cost of LJL's products, dependence on collaborative
partners, the enforcement of intellectual property rights, and uncertainties
relating

                                      -2-

<PAGE>

to sole source suppliers, technological approaches, FDA and other regulatory
approvals. These and other risk factors are discussed in LJL's Report on Form
10-K, filed March 30, 1999, Report on Form 10-Q filed May 14, 1999 and Form
S-3 dated July 22, 1999 (see, in particular, Risk Factors and Management's
Discussion and Analysis of Financial Condition and Results of Operations).
LJL disclaims any intent or obligation to update these forward-looking
statements. As a result of these and other factors, LJL expects to experience
significant fluctuations in operating results, and there can be no assurance
that LJL will become or remain consistently profitable in the future.

For information on LJL BioSystems, Inc. via fax at no cost, dial 800-PRO-INFO
(+732-544-2850 outside the U.S.), ticker symbol: LJLB

                                      -3-

<PAGE>

LJL BIOSYSTEMS REPORTS 1999 SECOND QUARTER RESULTS
PAGE 4


                              LJL BIOSYSTEMS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three months ended June 30,            Six months ended June 30,
                                                                1999               1998               1999               1998
                                                           ----------------   ---------------    ----------------   ---------------
<S>                                                        <C>                <C>                <C>                <C>
Net sales                                                      $ 2,018,000       $ 1,064,000         $ 3,377,000       $ 1,384,000
Cost of sales                                                      882,000           741,000           1,580,000         1,030,000
                                                           ----------------   ---------------    ----------------   ---------------

Gross profit                                                     1,136,000           323,000           1,797,000           354,000
                                                           ----------------   ---------------    ----------------   ---------------

Operating expenses:
    Research and development                                     1,775,000         1,365,000           3,258,000         2,782,000
    Selling, general and administrative                          2,093,000         1,201,000           3,782,000         1,917,000
                                                           ----------------   ---------------    ----------------   ---------------

        Total operating expenses                                 3,868,000         2,566,000           7,040,000         4,699,000
                                                           ----------------   ---------------    ----------------   ---------------

Loss from operations                                            (2,732,000)       (2,243,000)         (5,243,000)       (4,345,000)
Interest and other income, net                                     178,000           213,000             358,000           284,000
Interest expense                                                   (22,000)                -             (42,000)           (3,000)
                                                           ----------------   ---------------    ----------------   ---------------

Net loss                                                        (2,576,000)       (2,030,000)         (4,927,000)       (4,064,000)

Accretion of mandatorily redeemable convertible
    preferred stock redemption value                                     -                 -                   -          (254,000)
                                                           ----------------   ---------------    ----------------   ---------------

Net loss available to common stockholders                     $ (2,576,000)     $ (2,030,000)       $ (4,927,000)      $(4,318,000)
                                                           ================   ===============    ================   ===============

Basic and diluted net loss per share available to
    common stockholders                                            $ (0.20)          $ (0.20)            $ (0.40)          $ (0.53)
                                                           ================   ===============    ================   ===============

Shares used in computation of basic and diluted
    net loss per share available to common stockholders         12,627,249        10,370,623          12,309,107         8,088,555
                                                           ================   ===============    ================   ===============
</TABLE>

                                               - MORE -

                                      -4-

<PAGE>

LJL BIOSYSTEMS REPORTS 1999 SECOND QUARTER RESULTS
PAGE 5


                             LJL BIOSYSTEMS, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEET
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           June 30,                      December 31,
                                                                             1999                            1998
                                                                     ---------------------            --------------------
<S>                                                                  <C>                              <C>
ASSETS

Current assets:
    Cash and cash equivalents                                                $    843,000                    $  1,831,000
    Short-term investments                                                      6,996,000                       5,510,000
    Accounts receivable, net                                                      767,000                         840,000
    Inventories                                                                 2,027,000                       1,173,000
    Other current assets                                                          417,000                         262,000
                                                                     ---------------------            --------------------

        Total current assets                                                   11,050,000                       9,616,000

Property and equipment, net                                                       830,000                         789,000
Investments                                                                     4,660,000                       2,863,000
Loan receivable from related party                                                223,000                         190,000
                                                                     ---------------------            --------------------
                                                                             $ 16,763,000                    $ 13,458,000
                                                                     =====================            ====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Accounts payable                                                         $  1,380,000                    $    508,000
    Accrued expenses                                                            1,913,000                       1,801,000
    Customer deposits                                                             340,000                          19,000
    Debt                                                                          723,000                         710,000
                                                                     ---------------------            --------------------

        Total liabilities                                                       4,356,000                       3,038,000

Stockholders' equity                                                           12,407,000                      10,420,000
                                                                     ---------------------            --------------------
                                                                             $ 16,763,000                    $ 13,458,000
                                                                     =====================            ====================
</TABLE>

                                      ###

                                      -5-




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