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): March
14, 2012
BioTime,
Inc.
(Exact name of registrant as specified in its charter)
California |
1-12830 |
94-3127919 |
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer Identification No.) |
1301
Harbor Bay Parkway
Alameda,
California 94502
(Address of principal executive offices)
(510)
521-3390
(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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Statements made in this Report that are not historical facts may constitute forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed. Such risks and uncertainties include but are not limited to those discussed in this report and in BioTime's other reports filed with the Securities and Exchange Commission. Words such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify forward-looking statements.
Section 2-Financial Information
Item 2.02-Results of Operations and Financial Condition
On March 14, 2012 BioTime, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2011. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
Section 9-Financial Statements and Exhibits
Item 9.01-Financial Statements and Exhibits
Exhibit Number |
Description |
|
99.1 |
Press release dated March 14, 2012 |
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.
BIOTIME, INC. |
||||
Date: |
March 14, 2012 |
By: |
/s/ Peter S. Garcia |
|
|
Chief Financial Officer |
Exhibit Number |
Description |
99.1 |
Press release dated March 14, 2012 |
2
Exhibit 99.1
BioTime Announces Fourth Quarter and Fiscal Year End 2011 Financial Results and Recent Corporate Accomplishments
ALAMEDA, Calif.--(BUSINESS WIRE)--March 14, 2012--BioTime, Inc. (NYSE Amex: BTX), a biotechnology company that develops and markets products in the field of regenerative medicine, today reported financial results for the fourth quarter and year ended December 31, 2011 and highlighted recent corporate accomplishments.
“At the forefront of our corporate strategy is a plan to develop and acquire novel technologies in the stem cell field and to establish one of the broadest sets of capabilities in the industry. We made significant strides towards the accomplishment of that goal through further development of our products and through key strategic acquisitions in 2011. We are now positioned to focus on commercializing these emerging technologies,” said Michael D. West, Ph.D., BioTime's President and CEO. “We are on track to begin human clinical trials in 2012 for HyStem®-Rx as a medical device for the delivery of adipose stem cells for reconstructive surgery and transplantation, and we look forward to providing updates on our progress of this and other important product development programs during 2012, including the PanC-DxTM cancer diagnostic development program.”
Financial Results
Revenue
For the quarter ended December 31, 2011, on a consolidated basis, total revenue was $1.6 million, up $0.2 million or 15% from $1.4 million for the same period one year ago. The increase in revenue year-over-year in the fourth quarter 2011 is primarily attributable to an increase in the sale of research products.
For the full year 2011, total revenue, on a consolidated basis, including royalties from product sales and other revenue, revenue recognition of deferred license fees and grant income, was $4.4 million, up $0.7 million or 18% from $3.7 million in 2010. The increase in revenue is primarily attributable to an increase in grant revenue and a increase in the sale of research products, slightly offset by a decrease in royalties from the sale of Hextend®, BioTime's proprietary blood plasma volume expander used in surgery and trauma care. The grant revenue increase is attributable to a new grant received in 2011 from the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of Israel and recognized through BioTime’s subsidiary Cell Cure Neurosciences, Ltd. Research products revenue increased as BioTime and its subsidiaries continued to develop a broader line of research products for stem cell research.
Expenses
Total expense for the three months ended December 31, 2011 was $7.1 million, compared to expense of $5.2 million for the fourth quarter of 2010. Operating expenses increased 37% year-over-year in the fourth quarter due to an increase in staffing, stock option compensation, and the expansion of research and development efforts, including additional expenses in the HyStem®-Rx clinical development program and PanC-DxTM cancer diagnostic development program. Expenses of certain BioTime subsidiaries are funded in part by equity investments from the minority shareholders of those subsidiaries.
Total expense for the full year ended December 31, 2011 was $23.0 million, compared to $13.5 million for the full year ended December 31, 2010. The increase in expenses is primarily related to an increase in staffing, stock option compensation, the expansion of research and development efforts, and the operating expenses incurred by businesses acquired by BioTime during 2010 and 2011. In this regard, total expense for 2011 reflects a full year of operation of subsidiaries acquired during the course of 2010 and $2.0 million of amortization expenses related to patent technology of the businesses acquired during 2010 and 2011.
Net Loss
Net loss attributable to BioTime, Inc. for the three months ended December 31, 2011 was $5.1 million or $0.10 per share, compared to a net loss of $3.0 million or $0.06 per share for the same period one year ago. Net loss attributable to BioTime, Inc. for the full year ended December 31, 2011 was $16.5 million or $0.35 per share, compared to a net loss of $11.2 million or $0.28 per share for the full year ended December 31, 2010.
Cash Flow
Net cash used in operating activities was $3.6 million for the three months ended December 31, 2011 compared to $2.8 million for the three months ended December 30, 2010. The increased use of cash reflects the hiring of additional staff and the increased cost of research and development programs in BioTime subsidiaries, including programs expanded through business acquisitions. For the full year ended December 31, 2011, net cash used in operating activities was $13.6 million, compared to $7.7 million for the same period in 2011.
Balance Sheet
Cash and cash equivalents, on a consolidated basis, totaled $22.2 million as of December 31, 2011, compared with $33.3 million as of December 31, 2010. On August 23, 2011, BioTime subsidiary OncoCyte Corporation received a $10 million equity investment. This investment included a $3 million cash investment from a private investor for the issuance of shares of common stock and a $7 million investment from BioTime, which included $1 million in cash and 1,286,174 in BioTime common shares with a market value of $6 million when contributed to OncoCyte. The issuance of the common shares from BioTime to OncoCyte is accounted for as treasury stock on a consolidated basis, but these shares, currently valued at $6.5 million, may be used to fund the future operations of OncoCyte.
Fourth Quarter and Recent Corporate Accomplishments
Advanced Near-Term Product Development
Expanded Research Product Offerings
Advanced R&D Collaborations
Expanded and Strengthened Management Team and Board of Directors
Key Research Publications and Presentations
About BioTime, Inc.
BioTime, headquartered in Alameda, California, is a biotechnology company focused on regenerative medicine and blood plasma volume expanders. Its broad platform of stem cell technologies is developed through subsidiaries focused on specific fields of applications. BioTime develops and markets research products in the field of stem cells and regenerative medicine, including a wide array of proprietary ACTCellerate™ cell lines, culture media, and differentiation kits. BioTime's wholly owned subsidiary ES Cell International Pte. Ltd. has produced clinical-grade human embryonic stem cell lines that were derived following principles of Good Manufacturing Practice and currently offers them for use in research. BioTime's therapeutic product development strategy is pursued through subsidiaries that focus on specific organ systems and related diseases for which there is a high unmet medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences, Ltd. is developing therapeutic products derived from stem cells for the treatment of retinal and neural degenerative diseases. Cell Cure's minority shareholder Teva Pharmaceutical Industries has an option to clinically develop and commercialize Cell Cure's OpRegen™ retinal cell product for use in the treatment of age-related macular degeneration. BioTime's subsidiary OrthoCyte Corporation is developing therapeutic applications of stem cells to treat orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation, focuses on the diagnostic and therapeutic applications of stem cell technology in cancer, including the diagnostic product PanC-DxTM currently being developed for the detection of cancer in blood samples, and therapeutic strategies using vascular progenitor cells engineered to destroy malignant tumors. ReCyte Therapeutics, Inc. is developing applications of BioTime's proprietary induced pluripotent stem cell technology to reverse the developmental aging of human cells to treat cardiovascular and blood cell diseases. BioTime's newest subsidiary, LifeMap Sciences, Inc., is developing an online database of the complex cell lineages arising from stem cells to guide basic research and to market BioTime's research products. In addition to its stem cell products, BioTime develops blood plasma volume expanders, blood replacement solutions for hypothermic (low temperature) surgery, and technology for use in surgery, emergency trauma treatment and other applications. BioTime's lead product, Hextend®, is a blood plasma volume expander manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corp. under exclusive licensing agreements. Additional information about BioTime, ReCyte Therapeutics, Cell Cure, OrthoCyte, OncoCyte, BioTime Asia, LifeMap Sciences, and ESI can be found on the web at www.biotimeinc.com.
Forward-Looking Statements
Statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for BioTime and its subsidiaries, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that are not historical fact (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "estimates") should also be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of BioTime and its subsidiaries, particularly those mentioned in the cautionary statements found in BioTime's Securities and Exchange Commission filings. BioTime disclaims any intent or obligation to update these forward-looking statements.
To receive ongoing BioTime corporate communications, please click on the following link to join our email alert list: http://phx.corporate-ir.net/phoenix.zhtml?c=83805&p=irol-alerts.
BIOTIME INC CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||||
December 31, 2011 |
December 31, 2010 |
|||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 22,211,897 | $ | 33,324,924 | ||||
Inventory | 51,174 | 45,470 | ||||||
Prepaid expenses and other current assets | 2,692,303 | 2,202,284 | ||||||
Total current assets | 24,955,374 | 35,572,678 | ||||||
Equipment, net | 1,347,779 | 710,766 | ||||||
Deferred license and consulting fees | 843,944 | 1,550,410 | ||||||
Deposits | 63,082 | 51,900 | ||||||
Intangible assets, net | 18,619,516 | 15,386,905 | ||||||
TOTAL ASSETS | $ | 45,829,695 | $ | 53,272,659 | ||||
LIABILITIES AND EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued liabilities | $ | 2,681,111 | $ | 1,929,874 | ||||
Deferred grant income | 261,777 | 261,777 | ||||||
Deferred license revenue, current portion | 203,767 | 288,306 | ||||||
Total current liabilities | 3,146,655 | 2,479,957 | ||||||
Commitments and contingencies | ||||||||
LONG-TERM LIABILITIES | ||||||||
Deferred license revenue, net of current portion | 899,551 | 1,048,757 | ||||||
Deferred rent, net of current portion | 66,688 | - | ||||||
Other long-term liabilities | 258,620 | 318,288 | ||||||
Total long-term liabilities | 1,224,859 | 1,367,045 | ||||||
EQUITY: | ||||||||
Preferred Shares, no par value, authorized 1,000,000 shares; none issued | - | - | ||||||
Common Shares, no par value, authorized 75,000,000 shares; 50,321,962 and 47,777,701 issued, and 49,035,788 and 47,777,701 outstanding at December 31, 2011 and 2010, respectively | 115,144,787 | 101,135,428 | ||||||
Contributed capital | 93,972 | 93,972 | ||||||
Accumulated other comprehensive (loss)/income | (122,749 | ) | 897,338 | |||||
Accumulated deficit | (80,470,009 | ) | (63,954,509 | ) | ||||
Treasury stock at cost: 1,286,174 and nil shares at December 31, 2011 and 2010, respectively | (6,000,000 | ) | - | |||||
Total shareholders' equity | 28,646,001 | 38,172,229 | ||||||
Noncontrolling interest | 12,812,180 | 11,253,428 | ||||||
Total equity | 41,458,181 | 49,425,657 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 45,829,695 | $ | 53,272,659 | ||||
BIOTIME INC CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) |
||||||||||||||||
Three Months Ended December 31, |
Full Year Ended December 31, |
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
REVENUES: | ||||||||||||||||
License fees | $ | 62,897 | $ | 88,207 | $ | 263,757 | $ | 292,904 | ||||||||
Sale of research products and royalty from product sales | 405,729 | 201,682 | 1,323,824 | 1,051,071 | ||||||||||||
Grant income | 1,162,900 | 1,127,722 | 2,767,181 | 2,336,325 | ||||||||||||
Total revenues | 1,631,526 | 1,417,611 | 4,354,762 | 3,680,300 | ||||||||||||
EXPENSES: | ||||||||||||||||
Research and development | (4,113,028 | ) |
(3,628,264 |
) | (13,699,691 | ) |
(8,191,314 |
) | ||||||||
General and administrative | (2,965,683 | ) |
(1,542,230 |
) | (9,341,502 | ) |
(5,341,119 |
) | ||||||||
Total expenses | (7,078,711 | ) | (5,170,494 | ) | (23,041,193 | ) | (13,532,433 | ) | ||||||||
Loss from operations | (5,447,185 | ) | (3,752,883 | ) | (18,686,431 | ) | (9,852,133 | ) | ||||||||
OTHER INCOME (EXPENSES): | ||||||||||||||||
Interest income/(expense), net | 104,686 | (124,016 | ) | 29,727 | (124,300 | ) | ||||||||||
(Loss)/gain on sale of fixed assets | - | (950 | ) | (6,246 | ) | - | ||||||||||
Modification cost of warrants | - |
- |
- |
(2,142,201 | ) | |||||||||||
Other income/(expense), net | 80,236 | 157,759 | 219,067 | (68,573 | ) | |||||||||||
Total other income/(expense), net | $ | 184,922 | $ | 32,793 | $ | 242,548 | $ | (2,335,074 | ) | |||||||
NET LOSS | (5,262,263 | ) | (3,720,090 | ) | (18,443,883 | ) | (12,187,207 | ) | ||||||||
Net loss attributable to the noncontrolling interest | 124,449 | 753,173 | 1,928,383 | 1,002,589 | ||||||||||||
Net loss attributable to BioTime, Inc. (1) | $ | (5,137,814 | ) | $ | (2,966,917 | ) | $ | (16,515,500 | ) | $ | (11,184,618 | ) | ||||
Foreign currency translation loss | (118,207 | ) | 899,700 | (1,020,087 | ) | 897,338 | ||||||||||
COMPREHENSIVE NET LOSS (2) | $ | (5,256,021 | ) | $ | (2,067,217 | ) | $ | (17,535,587 | ) | $ | (10,287,280 | ) | ||||
BASIC AND DILUTED LOSS PER COMMON SHARE (1) | $ | (0.10 | ) | $ | (0.06 | ) | $ | (0.35 | ) | $ | (0.28 | ) | ||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:BASIC AND DILUTED | 50,276,764 | 46,958,825 | 47,486,941 | 40,266,311 | ||||||||||||
(1) Basic and diluted loss per common share is calculated using "Net loss attributable to BioTime, Inc."
(2) Comprehensive net loss includes foreign currency translation gain/(loss) of $696,661 and $(901,881) for the three and nine months ended September 30, 2011, respectively arising entirely from the translation of foreign subsidiary financial information for consolidation purposes and therefore not used in the calculation of basic and diluted loss per common share.
CONTACT:
BioTime, Inc.
Peter Garcia, 510-521-3390 ext. 367
Chief
Financial Officer
pgarcia@biotimemail.com
or
Judith
Segall, 510-521-3390 ext. 301
jsegall@biotimemail.com