-----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, V621m3GPG2QaxDeacm0VZPO4QjtWaRq2eXjzKdfYyMwj6jT2A0k032uzObMrF6fP ryaib/Od37RdXnWJmZVqyQ== 0001104659-06-073152.txt : 20061109 0001104659-06-073152.hdr.sgml : 20061109 20061109081523 ACCESSION NUMBER: 0001104659-06-073152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 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: 061199532 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 a06-23656_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):  November 9, 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 November 9, 2006, Depomed, Inc. issued a press release announcing its financial results for the quarter ended September 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 November 9, 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: November 9, 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 November 9, 2006

 

4



EX-99.1 2 a06-23656_1ex99d1.htm EX-99

Exhibit 99.1

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

 

DEPOMED REPORTS THIRD QUARTER 2006 FINANCIAL RESULTS
$5.6 Million Booked as Deferred Revenue for Initial Glumetza Sales

MENLO PARK, Calif., November 9, 2006 – Depomed, Inc. (NASDAQ: DEPO) today announced its financial results for the quarter ended September 30, 2006.  For the quarter, a net loss of $12.6 million or $0.31 per share was reported compared to a net loss of $7.0 million or $0.18 per share for the comparable period in 2005.  Cash and investment balances at September 30, 2006 were $35.6 million.

Revenues were $959,000 in the third quarter of 2006 compared to $795,000 in the same period of 2005.   Third quarter 2006 revenues were primarily due to amortization of license fees received in 2005 from corporate partners for ProQuin® XR and Glumetza™.   Operating expenses for the quarter ended September 30, 2006 were $13.8 million compared to $8.2 million for the same period in 2005.  The increase in operating expenses was primarily related to costs associated with supporting commercialization of Glumetza and late-stage development of Gabapentin GR™ for the treatment of postherpetic neuralgia and diabetic neuropathy.  In addition, $679,000 in stock-based compensation expense was recognized in the third quarter of 2006.

 “This is an exciting time for Depomed with the recent launch of Glumetza in the U.S. for the treatment of type 2 diabetes and the significant expansion of our development pipeline,” said John F. Hamilton, chief financial officer of Depomed.  “King Pharmaceuticals has over 500 sales representatives detailing Glumetza to physicians nationwide.  In September, our product was shipped broadly to pharmaceutical wholesalers, resulting in $5.6 million in deferred revenue for Depomed.  While still early in the launch process, we are pleased with the distributor stocking of the product and look forward to new prescription growth as patients move from samples to purchased medication.”




Mr. Hamilton added, “On the development front, we announced several new programs focused on large target markets, including a new program for the treatment of gastroesophageal reflux disease as well as extended release gabapentin programs for the treatment of diabetic peripheral neuropathy and menopausal hot flashes.  We believe that it is essential to continue to build shareholder value by filling the pipeline with a steady stream of products that can expand our commercial presence and add to our revenues from Glumetza and ProQuin XR.”

The company will webcast a conference call today, beginning at 10:00 a.m. ET, 7:00 a.m. PT to discuss its results and to provide an update and future outlook on company events.  Interested parties can access a live broadcast of the call at http://www.shareholder.com/depomedinc/Medialist.cfm or on the company’s website at www.depomedinc.com.

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 2 diabetes and is currently being marketed in the United States and Canada. The company is conducting a Phase III trial in postherpetic neuralgia and a Phase II trial in diabetic peripheral neuropathy 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 the company’s  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 Annual Report on Form 10-K and its most recent quarterly report 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-




DEPOMED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenue:

 

 

 

 

 

 

 

 

 

License revenue

 

$

893,165

 

$

18,750

 

$

2,679,495

 

$

56,250

 

Collaborative revenue

 

 

776,282

 

74,750

 

1,186,000

 

Royalties

 

65,619

 

 

495,086

 

 

Product sales

 

 

 

1,264,977

 

 

Total revenue

 

958,784

 

795,032

 

4,514,308

 

1,242,250

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

320,417

 

 

1,445,606

 

 

Research and development

 

6,436,158

 

4,695,833

 

18,888,092

 

14,766,294

 

Selling, general and administrative

 

7,327,242

 

3,507,974

 

16,156,697

 

8,440,429

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

14,083,817

 

8,203,807

 

36,490,395

 

23,206,723

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(13,125,033

)

(7,408,775

)

(31,976,087

)

(21,964,473

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

 

 

1,058,935

 

Interest and other income

 

491,914

 

441,949

 

1,672,850

 

810,920

 

Interest expense

 

 

(53

)

 

(459,737

)

Total other income

 

491,914

 

441,896

 

1,672,850

 

1,410,118

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(12,633,119

)

(6,966,879

)

(30,303,237

)

(20,554,355

)

 

 

 

 

 

 

 

 

 

 

Deemed dividend on preferred stock

 

(165,118

)

(218,289

)

(499,938

)

(622,229

)

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common stock shareholders

 

$

(12,798,237

)

$

(7,185,168

)

$

(30,803,175

)

$

(21,176,584

)

 

 

 

 

 

 

 

 

 

 

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

 

$

(0.31

)

$

(0.18

)

$

(0.74

)

$

(0.54

)

 

 

 

 

 

 

 

 

 

 

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

 

41,776,362

 

39,878,759

 

41,382,662

 

39,565,638

 

 




DEPOMED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005 (1)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

2,748,260

 

$

7,565,556

 

Marketable securities

 

30,862,566

 

51,507,509

 

Accounts receivable

 

6,136,729

 

1,094,840

 

Unbilled accounts receivable

 

667,098

 

861,576

 

Inventories

 

2,380,797

 

901,348

 

Prepaid and other current assets

 

2,633,003

 

1,107,710

 

Total current assets

 

45,428,453

 

63,038,539

 

Marketable securities

 

1,998,760

 

 

Property and equipment, net

 

2,738,048

 

3,146,611

 

Other assets

 

197,218

 

228,926

 

 

 

$

50,362,479

 

$

66,414,076

 

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

4,106,775

 

$

1,588,999

 

Accrued compensation

 

1,927,981

 

1,989,606

 

Accrued clinical trial expense

 

1,064,056

 

63,005

 

Other accrued liabilities

 

3,461,724

 

718,788

 

Royalty advances

 

619,454

 

 

Deferred revenue

 

9,396,488

 

3,654,244

 

Other current liabilities

 

55,845

 

93,073

 

Total current liabilities

 

20,632,323

 

8,107,715

 

Deferred revenue, non-current portion

 

48,741,768

 

51,421,263

 

Other long-term liabilities

 

100,249

 

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 September 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; 41,784,733 and 40,689,369 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively

 

143,662,517

 

139,640,599

 

Deferred compensation

 

 

(337,049

)

Accumulated deficit

 

(174,755,134

)

(144,451,897

)

Accumulated other comprehensive loss

 

(34,244

)

(105,654

)

Total shareholders’ (deficit) equity

 

(19,111,861

)

6,760,999

 

 

 

$

50,362,479

 

$

66,414,076

 

 


(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.



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