-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ta5IV5bn7sx5AncKKKRiscXhnbki0Mc2RQSG+aNTfanXaplHyRF/bW/M+3hC+fJP p8BzhnzKIqnKb0kWXCAIzA== 0001104659-06-051804.txt : 20060807 0001104659-06-051804.hdr.sgml : 20060807 20060807091043 ACCESSION NUMBER: 0001104659-06-051804 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEPOMED INC CENTRAL INDEX KEY: 0001005201 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943229046 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13111 FILM NUMBER: 061007402 BUSINESS ADDRESS: STREET 1: 1360 O'BRIEN DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6504625900 MAIL ADDRESS: STREET 1: 1360 O'BRIEN DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 8-K 1 a06-17489_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
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):  August 7, 2006

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

001-13111

(Commission File Number)

California

 

94-3229046

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation)

 

 

 

1360 O’Brien Drive, Menlo Park, California  94025
(Address of principal executive offices, with zip code)

(650) 462-5900
(Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):

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))

 




Item 2.02 Results of Operation and Financial Condition

On August 7, 2006, Depomed, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2006.  The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)         Exhibits

99.1         Depomed, Inc. Press Release issued on August 7, 2006

2




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.

 

DEPOMED, INC.

 

 

 

 

 

 

Date: August 7, 2006

 

By:

/s/ John F. Hamilton

 

 

 

 

John F. Hamilton

 

 

 

Vice President, Finance and

 

 

 

Chief Financial Officer

 

3




EXHIBIT INDEX

Exhibit

 

 

99.1

 

Depomed, Inc. Press Release issued on August 7, 2006

 



EX-99.1 2 a06-17489_1ex99d1.htm EX-99

Exhibit 99.1

Contact:
Sylvia Wheeler
Senior Director, Corporate Communications
650-462-5900

DEPOMED REPORTS SECOND QUARTER 2006 FINANCIAL RESULTS
Revenues Increase to $2.2 Million Compared to $428,000 in 2005

MENLO PARK, Calif., August 7, 2006 – Depomed, Inc. (NASDAQ: DEPO) today announced its financial results for the quarter ended June 30, 2006.  For the quarter, a net loss of $9.9 million or $0.24 per share was reported compared to a net loss of $6.8 million or $0.18 per share for the comparable period in 2005.  Cash and investment balances at June 30, 2006 were $45.3 million.

Revenues increased to $2.2 million in the second quarter of 2006 from $428,000 in the same period of 2005 primarily as a result of product sales and license and royalty revenue for the company’s two commercialized products, ProQuin® XR and Glumetza™.  Operating expenses for the quarter ended June 30, 2006 were $11.7 million compared to $8.3 million for the same period in 2005.  The increase in operating expenses was primarily related to costs associated with late-stage development of Gabapentin GR™ and pre-launch activities for Glumetza.  Additionally, on January 1, 2006, the company adopted FAS 123(R), which resulted in $669,000 in stock-based compensation expense for the second quarter of 2006.

“We have made solid progress in the first half of 2006, which has positioned us well for the remainder of the year and beyond,” said John F. Hamilton, chief financial officer of Depomed.  “Through our co-promotion agreement with King Pharmaceuticals, Inc. signed in June, we look forward to the launch of Glumetza in the U.S. before the end of the third quarter.  For ProQuin XR, our partner, Esprit Pharma, is showing improved market penetration with the 3-tablet pack, which was introduced in the second quarter.  We are pursuing additional promotion partners who may be able to supplement Esprit’s marketing efforts for expanded commercialization reach, as we now have co-promotion rights under our recently amended agreement with Esprit.  On the development front, we expect to complete enrollment in our Phase III clinical trial for Gabapentin GR late this year or early next year.  In addition, as announced today, we believe the collaboration with Patheon will result in new projects using our AcuForm delivery technology with drug compounds provided by other pharmaceutical companies who are clients of Patheon.  We expect that our cash position will be enhanced by the revenue streams from Glumetza and ProQuin as well as license fee payments, including the $10 million license fee installment from Esprit now due in December 2006.”

1




About Depomed

Depomed, Inc. is a specialty pharmaceutical company utilizing its innovative AcuForm™ drug delivery technology to develop novel oral products and improved, extended release formulations of existing oral drugs. AcuForm-based products are designed to provide once daily administration and reduced side effects, improving patient convenience, compliance and pharmacokinetic profiles. ProQuin® XR (ciprofloxacin hydrochloride) extended-release tablets have been approved by the FDA for the once daily treatment of uncomplicated urinary tract infections and are currently being marketed in the United States. In addition, once daily GlumetzaTM (metformin hydrochloride extended release tablets) has been approved for use in adults with Type II diabetes and is currently being marketed in Canada. The company is conducting a Phase III trial in postherpetic neuralgia with its product candidate, Gabapentin GR™. Additional information about Depomed may be found at its web site, www.depomedinc.com.

 “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties including, but not limited to those related to our expectations regarding collaborative relationships and the performance of our marketing partners; our research and development efforts, including pre-clinical and clinical testing; regulation by the FDA and other government agencies; the timing of regulatory applications and product launches; and other risks detailed in the company’s Securities and Exchange Commission filings, including the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.  You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.  The company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

-more-

2




DEPOMED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenue:

 

 

 

 

 

 

 

 

 

License revenue

 

$

893,165

 

$

18,750

 

$

1,786,330

 

$

37,500

 

Collaborative revenue

 

74,750

 

409,718

 

74,750

 

409,718

 

Royalties

 

80,146

 

 

429,467

 

 

Product sales

 

1,165,304

 

 

1,264,977

 

 

Total revenue

 

2,213,365

 

428,468

 

3,555,524

 

447,218

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

1,050,836

 

 

1,125,189

 

 

Research and development

 

6,767,852

 

5,053,603

 

12,451,934

 

10,070,461

 

General and administrative

 

4,898,162

 

3,216,391

 

8,829,455

 

4,932,455

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

12,716,850

 

8,269,994

 

22,406,578

 

15,002,916

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(10,503,485

)

(7,841,526

)

(18,851,054

)

(14,555,698

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

1,058,935

 

 

1,058,935

 

Interest and other income

 

586,077

 

197,097

 

1,180,936

 

368,971

 

Interest expense

 

 

(226,545

)

 

(459,684

)

Total other income

 

586,077

 

1,029,487

 

1,180,936

 

968,222

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(9,917,408

)

(6,812,039

)

(17,670,118

)

(13,587,476

)

 

 

 

 

 

 

 

 

 

 

Deemed dividend on preferred stock

 

(162,188

)

(210,283

)

(334,820

)

(403,940

)

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common stock shareholders

 

$

(10,079,596

)

$

(7,022,322

)

$

(18,004,938

)

$

(13,991,416

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss applicable to common stock shareholders per common share

 

$

(0.24

)

$

(0.18

)

$

(0.44

)

$

(0.36

)

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic and diluted net loss per common share

 

41,517,862

 

39,752,902

 

41,182,550

 

39,406,482

 

 

3




DEPOMED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

 

June 30,

 

December 31,

 

 

 

2006

 

2005 (1)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

4,894,750

 

$

7,565,556

 

Marketable securities

 

40,447,327

 

51,507,509

 

Accounts receivable

 

364,247

 

1,094,840

 

Unbilled accounts receivable

 

410,247

 

861,576

 

Inventories

 

1,221,095

 

864,786

 

Prepaid and other current assets

 

2,273,407

 

1,107,710

 

Total current assets

 

49,611,073

 

63,001,977

 

Property and equipment, net

 

2,822,718

 

3,146,611

 

Other assets

 

181,485

 

228,926

 

 

 

$

52,615,276

 

$

66,377,514

 

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

3,091,804

 

$

1,588,999

 

Accrued compensation

 

1,477,647

 

1,989,606

 

Other accrued liabilities

 

1,143,784

 

781,793

 

Royalty advances

 

625,959

 

 

Deferred margin

 

 

45,486

 

Deferred revenue, current portion

 

3,772,196

 

3,572,196

 

Other current liabilities

 

93,073

 

93,073

 

Total current liabilities

 

10,204,463

 

8,071,153

 

Deferred revenue, non-current portion

 

49,634,933

 

51,421,263

 

Other long-term liabilities

 

77,563

 

124,099

 

Commitments

 

 

 

 

 

Shareholders’ (deficit) equity:

 

 

 

 

 

Preferred stock, no par value, 5,000,000 shares authorized; Series A convertible preferred stock, 25,000 shares designated, 18,159 and 17,543 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively, with an aggregate liquidation preference of $18,158,848

 

12,015,000

 

12,015,000

 

Common stock, no par value, 100,000,000 shares authorized; 41,774,427 and 40,689,369 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively

 

142,954,295

 

139,640,599

 

Deferred compensation

 

 

(337,049

)

Accumulated deficit

 

(162,122,015

)

(144,451,897

)

Accumulated other comprehensive loss

 

(148,963

)

(105,654

)

Total shareholders’ (deficit) equity

 

(7,301,683

)

6,760,999

 

 

 

$

52,615,276

 

$

66,377,514

 

 


(1)     The balance sheet as of December 31, 2005 was derived from the audited balance sheet included in the Company’s 2005 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2006.

4



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