EX-99.3 4 ex993.htm MCR

 

Exhibit 99.3

 

Form 51-102F3

MATERIAL CHANGE REPORT

 

Item 1. Name and Address of Reporting Issuer
 
  Cardiome Pharma Corp. (“Cardiome” or the “Corporation”)
  6190 Agronomy Rd, Suite 405
  Vancouver, BC V6T 1Z3
   
Item 2. Date of Material Change
   
  August 11, 2014
   
Item 3. News Release
   
  August 11, 2014 – Vancouver, Canada.
   
Item 4. Summary of Material Change
   
  Cardiome reported financial results for the second quarter and six months ended June 30, 2014.  Amounts, unless specified otherwise, are expressed in U.S.  dollars and in accordance with generally accepted accounting principles used in the United States (U.S. GAAP).
   
Item 5. 5.1 - Full Description of Material Change
   
  See attached press release.
   
  5.2 – Disclosure for Restructuring Transactions
   
  Not applicable.
   
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
   
  Not applicable.
   
Item 7. Omitted Information
   
  Not applicable.
   
Item 8. Executive Officer
   
  Jennifer Archibald, Chief Financial Officer
  Telephone: 604-677-6905.
   
Item 9. Date of Report
   
  This Material Change Report is dated August 12, 2014.

 

 

 
 

 

 

Cardiome Reports Second Quarter 2014 Financial Results

NASDAQ: CRME
TSX: COM

Cardiome to conduct conference call and webcast today, August 11, at 8:00 a.m. Eastern (5:00 a.m. Pacific)

VANCOUVER, Aug. 11, 2014 /CNW/ - Cardiome Pharma Corp. (NASDAQ: CRME / TSX: COM) today reported financial results for the second quarter and six months ended June 30, 2014. Amounts, unless specified otherwise, are expressed in U.S. dollars and in accordance with generally accepted accounting principles used in the United States of America (U.S. GAAP). All share and per share amounts reflect the one-for-five share consolidation that occurred on April 12, 2013.

"Cardiome's financial results for the second quarter and first six months of 2014 are on track with our plan," stated William Hunter, M.D., Cardiome's president and CEO. "Sales for Brinavess continued to advance in response to our marketing and promotional efforts, but, as expected, were offset by the gradual sales decline for Aggrastat in the face of generic competition. In future quarters, we expect sales for Cardiome overall will increase as growth for Brinavess exceeds the erosion for Aggrastat."

Summary Results
Cardiome recorded a net loss of $4.2 million ($0.26 per common share) for the three months ended June 30, 2014 (Q2-2014), compared to a net loss of $2.8 million ($0.22 per common share) for the three months ended June 30, 2013 (Q2-2013).

Total revenue for Q2-2014 was $7.7 million compared to $0.1 million in Q2-2013. In Q2-2014, revenues from the sale of BRINAVESS™ and AGGRASTAT® were $6.5 million, and licensing, royalty and other fees were $1.2 million. In Q2-2013, revenue was comprised of licensing and other fees received from Merck, our former collaborative partner.

Cost of goods sold for Q2-2014 was $2.2 million. No cost of goods sold was recorded for Q2-2013, as Cardiome did not have any product sales in Q2-2013.

Selling, general and administration expenditures for Q2-2014 were $8.8 million compared to $3.0 million for Q2-2013. The increase was primarily due to higher costs associated with sales and marketing efforts to support the commercialization of BRINAVESSTM and the continued sales of AGGRASTAT®, and certain one-time costs.

Liquidity and Outstanding Share Capital
At June 30, 2014, Cardiome had cash and cash equivalents of $9.4 million. As of August 7, 2014, the company had 16,520,072 common shares issued and outstanding and 1,138,312 common shares issuable upon the exercise of outstanding stock options at a weighted-average exercise price of CAD $4.42 per share.

Conference Call
Cardiome will hold a teleconference and webcast on Monday, August 11, 2014 at 8:00 a.m. Eastern (5:00 a.m. Pacific). To access the conference call, please dial 416-764-8688 or 888-390-0546 and use conference ID 04422550. The webcast can be accessed through Cardiome's website at www.cardiome.com.

Webcast and telephone replays of the conference call will be available approximately two hours after the completion of the call through September 8, 2014. Please dial 416-764-8677 or 888-390-0541 and enter code 422550# to access the replay.

About Cardiome Pharma Corp.
Cardiome Pharma Corp. is a specialty pharmaceutical company dedicated to the development and commercialization of cardiovascular therapies that will improve the quality of life and health of patients suffering from heart disease. Cardiome has two marketed, in-hospital, cardiology products, BRINAVESS™ (vernakalant IV), approved in Europe and other territories for the rapid conversion of recent onset atrial fibrillation to sinus rhythm in adults, and AGGRASTAT® (tirofiban HCl) a reversible GP IIb/IIIa inhibitor indicated for use in patients with acute coronary syndrome.

Cardiome is traded on the NASDAQ Capital Market (CRME) and the Toronto Stock Exchange (COM). For more information, please visit our web site at www.cardiome.com.

Forward-Looking Statement Disclaimer  
Certain statements in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions.  Forward- looking statements may involve, but are not limited to, comments with respect to our objectives and priorities for the remainder of 2014 and beyond, our strategies or future actions, our targets, expectations for our financial condition and the results of, or outlook for, our operations, research and development and product and drug development. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Many such known risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following: general economic and business conditions in the United States, Canada, Europe, and the other regions in which we operate; market demand; technological changes that could impact our existing products or our ability to develop and commercialize future products; competition; existing governmental legislation and regulations and changes in, or the failure to comply with, governmental legislation and regulations; availability of financial reimbursement coverage from governmental and third-party payers for products and related treatments; adverse results or unexpected delays in pre-clinical and clinical product development processes; adverse findings related to the safety and/or efficacy of our products or products; decisions, and the timing of decisions, made by health regulatory agencies regarding approval of our technology and products; the requirement for substantial funding to expand commercialization activities; and any other factors that may affect our performance. In addition, our business is subject to certain operating risks that may cause any results expressed or implied by the forward-looking statements in this presentation to differ materially from our actual results. These operating risks include: our ability to attract and retain qualified personnel; our ability to successfully complete pre-clinical and clinical development of our products; changes in our business strategy or development plans; intellectual property matters, including the unenforceability or loss of patent protection resulting from third-party challenges to our patents; market acceptance of our technology and products; our ability to successfully manufacture, market and sell our products; the availability of capital to finance our activities; and any other factors described in detail in our filings with the Securities and Exchange Commission available at www.sec.gov and the Canadian securities regulatory authorities at www.sedar.com. Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.

 
 

 

CARDIOME PHARMA CORP.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(Expressed in thousands of U.S. dollars, except share and per share amounts)
(Prepared in accordance with U.S. GAAP)
     
  Three months ended Six months ended
  June 30,
2014		 June 30,
2013		 June 30,
2014		 June 30,
2013
Revenue:        
  Product revenues $ 6,500 $ - $ 13,062 $ -
  Licensing, royalty and other fees 1,167 107 2,197 167
  7,667 107 15,259 167
Cost of goods sold 2,243 - 3,736 -
  5,424 107 11,523 167
Expenses:        
  Selling, general and administration 8,808 2,974 16,807 5,210
  Amortization 564 108 1,100 216
  Research and development 59 35 304 405
  Restructuring - (57) - (130)
  9,431 3,060 18,211 5,701
Operating loss (4,007) (2,953) (6,688) (5,534)
         
Other (income) expense:        
  Interest (income) expense 226 (11) 480 (27)
  Gain on settlement of debt - - - (20,834)
  Other income (18) (176) (117) (328)
  Foreign exchange (gain) loss (131) 8 50 36
  77 (179) 413 (21,153)
Net income (loss) before income taxes (4,084) (2,774) (7,101) 15,619
Provision for income taxes 156 - 273 -
Net income (loss) $ (4,240) $ (2,774) $ (7,374) $ 15,619
Other comprehensive income:        
  Foreign currency translation adjustments 2 - 164 -
Comprehensive income (loss) $ (4,238) $ (2,774) $ (7,210) $ 15,619
Earnings (loss) per common share        
    Basic and diluted $ (0.26) $ (0.22) $ (0.46) $ 1.25
Weighted average common shares outstanding        
    Basic 16,520,072 12,470,335 15,931,887 12,470,335
    Diluted 16,520,072 12,470,335 15,931,887 12,491,987
         

 

 
 

 

CARDIOME PHARMA CORP.
Consolidated Balance Sheets
(Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
(Prepared in accordance with U.S. GAAP)
         
   

June 30,

2014

December 31,

2013

  
       

Assets

 

      
Current assets:      
  Cash and cash equivalents $ 9,353 $ 10,984  
  Restricted cash 2,428 2,323  
 

Accounts receivable, net of allowance for doubtful accounts of

$552 (December 31, 2013 - $325)

 7,313 6,674  
  Inventories 6,455 6,597  
  Prepaid expenses and other assets 3,034 1,749  
  28,583 28,327  
       
Property and equipment 564 618  
Intangible assets 17,093 18,069  
Goodwill 318 318  
  $ 46,558 $ 47,332  
       

Liabilities and Stockholders' Equity

 

      
Current liabilities:      
  Accounts payable and accrued liabilities $ 9,327 $ 14,003  
  Current portion of deferred consideration 4,769 3,688  
  14,096 17,691  
       
Deferred consideration 4,317 6,997  
  18,413 24,688  
       
Stockholders' equity:      
  Common stock 284,518 272,083  
    Authorized - unlimited number with no par value      
    Issued and outstanding – 16,520,072 (2013 – 14,958,277)      
  Additional paid-in capital 33,625 33,349  
  Deficit (308,120) (300,746)  
  Accumulated other comprehensive income 18,122 17,958  
  28,145 22,644  
  $ 46,558 $ 47,332  

 

 
 

 

CARDIOME PHARMA CORP.
Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in thousands of U.S. dollars)
(Prepared in accordance with U.S. GAAP)
     
  Three months ended Six months ended
  June 30,
2014		 June 30,
2013		 June 30,
2014		 June 30,
2013		    
Operating activities:            
Net income (loss) for the period                  $ (4,240) $ (2,774) $ (7,374) $ 15,619    
Items not affecting cash:            
  Amortization 564 108 1,100 216    
  Stock-based compensation 170 123 396 216    
  Gain on settlement of debt - -   (20,834)    
  Unrealized foreign exchange (gain) loss (105) - (50) 24    
  Other - (39) - (12)    
Changes in operating assets and liabilities:            
  Restricted cash (91) - (116) -    
  Accounts receivable (187) (338) (696) 453    
  Inventories 959 (2,800) 120 (2,800)    
  Prepaid expenses and other assets (151) (85) (1,305) (118)    
  Accounts payable and accrued liabilities (247) (237) (4,699) (1,288)    
Net cash used in operating activities (3,328) (6,042) (12,624) (8,524)    
             
Investing activities:            
  Purchase of property and equipment (14) (13) (17) (13)    
  Purchase of intangible assets (40) (22) (52) (40)    
Net cash used in investing activities (54) (35) (69) (53)    
             
Financing activities:            
  Issuance of common stock, net of share
issue costs		 (4) - 12,406 -    
  Proceeds from sale of property and
equipment		 - 55 - 79    
  Repayment of long-term debt - - - (13,000)    
  Payment of deferred consideration (728) - (1,599) -    
Net cash (used in) provided by financing activities (732) 55 10,807 (12,921)    
Effect of foreign exchange rate changes on cash
and cash equivalents		 231 (18) 255 (62)    
Decrease in cash and cash equivalents during
the period		 (3,883) (6,040) (1,631) (21,560)    
Cash and cash equivalents, beginning of period 13,236 25,747 10,984 41,267    
Cash and cash equivalents, end of period $ 9,353 $ 19,707 $ 9,353 $ 19,707    
             
Supplemental cash flow information:            
Interest paid $ 247 $ - $ 543 $ -    
Interest received - 11 - 27    
Net income taxes paid 135 - 180 -    

 

SOURCE Cardiome Pharma Corp.

 

%CIK: 0001036141

For further information: Cardiome Investor Relations, (604) 676-6993 or Toll Free: 1-800-330-9928, Email: ir@cardiome.com

CO: Cardiome Pharma Corp.

CNW 07:00e 11-AUG-14