-----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, MvWPx1wWw0P2IrRFUw0ARW2r9X0BQzzCm46dTlZluSHGl+hzwI8PZa8fiTo2mMzI 3iBJLisp65K0QlYEaiSceQ== 0001104659-07-012095.txt : 20070220 0001104659-07-012095.hdr.sgml : 20070219 20070220070022 ACCESSION NUMBER: 0001104659-07-012095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070220 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED THERAPEUTICS CORP CENTRAL INDEX KEY: 0001082554 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521984749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26301 FILM NUMBER: 07633432 BUSINESS ADDRESS: STREET 1: 1110 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3016089292 MAIL ADDRESS: STREET 1: 1110 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 8-K 1 a07-4907_18k.htm 8-K

 

 

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):  February 20, 2007

United Therapeutics Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-26301

 

52-1984749

(State or Other
Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

1110 Spring Street Silver Spring, MD

 

20910

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:  (301) 608-9292

 

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:

 

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 Operations and Financial Condition.

On February 20, 2007, United Therapeutics Corporation (the “Company”) issued a press release setting forth its earnings for the Company’s quarterly fiscal period and year ended December 31, 2006.

The press release contains certain financial measures that do not comply with generally accepted accounting principles in the United States (“GAAP”).  Such measures supplement the Company’s financial results prepared in accordance with GAAP.  The Company believes such non-GAAP pro forma measures contained in the press release are meaningful to investors because they help investors understand the impact of: (1) employee stock option expense resulting from the adoption of SFAS 123(R); and (2) the HeartBar® trade name write down on the Company’s financial results for the three- and twelve-month periods ended December 31, 2006 and aid investors in comparing the Company’s financial results for such periods to the financial results of the comparable periods in 2005.  The presentation of these non-GAAP financial measures is not to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP.

A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01.  Exhibits

This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

 

 

 

 

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press release dated February 20, 2007

 




SIGNATURE

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.

UNITED THERAPEUTICS CORPORATION

 

 

 

 

 

 

 

 

Dated: February 20, 2007

 

By:

/s/ Paul A. Mahon

 

 

Name: Paul A. Mahon

 

 

Title: General Counsel




Exhibit Index

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press release dated February 20, 2007

 

 



EX-99.1 2 a07-4907_1ex99d1.htm EX-99.1

Exhibit 99.1

For Immediate Release

For Further Information Contact:

Andrew Fisher at (202) 483-7000

Email: Afisher@unither.com

 

UNITED THERAPEUTICS REPORTS

2006 ANNUAL FINANCIAL RESULTS

 

Silver Spring, MD, February 20, 2007:  United Therapeutics Corporation (NASDAQ:  UTHR) today announced financial results for the fourth quarter and year ended December 31, 2006.

“We are pleased to report that United Therapeutics’ revenues for the year ended December 31, 2006, totaled $159.6 million,” said Martine Rothblatt, Ph.D., United Therapeutics’ Chairman and CEO.  “We are especially proud to have achieved our goal of approximately 40% or greater revenue growth for the fourth straight year.  Our net income for the year was $74.0 million, or $3.23 per basic share.  Excluding employee stock option expense of $21.0 million resulting from the adoption of SFAS 123(R), and the non-recurring charge of $2.0 million related to the impairment of the HeartBar® trade name, our net income for the year would have been $96.9 million, or $4.23 per basic share.”

Annual Results

Revenues grew to $159.6 million in 2006, as compared to $115.9 million in 2005, an increase of 38%.  Gross margins from sales were $142.6 million, or 89%, in 2006, which is consistent with gross margins from sales of $103.6 million, or 89%, in 2005.  The increases in revenues resulted primarily from growth in sales of Remodulin®.

In 2006, we recognized a tax benefit of $34.1 million from a reduction of the valuation allowance on our deferred tax assets of $45.7 million, as compared to a tax benefit in 2005 of $17.5 million from a $19.7 million valuation allowance reduction.

We incurred new expenses in 2006 that we did not incur in 2005.  Effective January 1, 2006, SFAS 123(R) was adopted.  This resulted in the recognition of $21.0 million of non-cash employee stock option expense in 2006.  In addition, during 2006, there was a non-cash and non-recurring charge of $2.0 million related to the impairment of the HeartBar trade name.  If these new expenses and this non-recurring charge had not been incurred during 2006, pro forma net income would have been as follows for the three months and years ended December 31, 2006 and 2005:




 

 

 

Three Months Ended
 December 31,

 

Year Ended
 December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Net income, as reported

 

$

55,508

 

$

29,410

 

$

73,965

 

$

65,016

 

Add back:

 

 

 

 

 

 

 

 

 

Impairment of HeartBar® trade name

 

 

 

2,024

 

 

Employee stock option expense under SFAS 123(R)

 

9,387

 

 

20,953

 

 

Pro forma net income

 

$

64,895

 

$

29,410

 

$

96,942

 

$

65,016

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, as reported:

 

 

 

 

 

 

 

 

 

Basic

 

$

2.54

 

$

1.27

 

$

3.23

 

$

2.85

 

Diluted

 

$

2.42

 

$

1.14

 

$

3.08

 

$

2.58

 

 

 

 

 

 

 

 

 

 

 

Pro forma earnings per share(1):

 

 

 

 

 

 

 

 

 

Basic

 

$

2.96

 

$

1.27

 

$

4.23

 

$

2.85

 

Diluted

 

$

2.83

 

$

1.14

 

$

4.03

 

$

2.58

 

 


(1) Calculated by dividing pro forma net income from above by weighted average shares outstanding, as reported below.

Research and development expenses were $57.6 million in 2006, as compared to $36.1 million in 2005.  The increase was primarily due to (i) an increase in expenses for treprostinil-related programs of approximately $12.9 million, (ii) an increase in expenses for our cancer programs of approximately $1.7 million, and (iii) the adoption of SFAS No. 123(R), effective January 1, 2006, which resulted in employee stock option expense totaling approximately $6.7 million.  Selling, general and administrative expenses were $54.0 million in 2006, as compared to $24.7 million in 2005.  The increase in selling, general and administrative expenses was primarily due to (i) approximately $14.2 million of employee stock option expense related to our adoption of SFAS No. 123(R), (ii) an increase in marketing expenses of approximately $6.3 million, representing an increase in marketing staff and marketing initiatives, (iii) an increase in non-marketing related salaries of approximately $5.0 million, and (iv) an increase in rent and other operating expenses of approximately $2.1 million, primarily due to the opening of our new laboratory facility in Silver Spring, Maryland.

Interest income was $10.7 million in 2006, as compared to $5.4 million in 2005.  The increase was due to rising market interest rates and additional cash available for investment during 2006, as compared to 2005.

As noted above, a tax benefit totaling $34.1 million was reported in 2006, as compared to $17.5 million in 2005.  These benefits were due primarily to the reduction of our valuation allowance on our deferred tax assets by approximately $45.7 million in 2006.  In 2005, we reduced the valuation allowance on our deferred tax assets by approximately $19.7 million.  In 2006 and 2005, we concluded that it is more likely than not that a portion of these tax assets will be realized in future periods and therefore must be recognized at this time.




Fourth Quarter Results

Revenues grew to $45.8 million in the fourth quarter of 2006, as compared to $29.6 million in the fourth quarter of 2005, an increase of 55%.  Gross margins from sales were $41.1 million, or 90%, in the fourth quarter of 2006, as compared to $26.5 million, or 89%, in the fourth quarter of 2005.  The increases in revenues and gross margins resulted primarily from expanded sales of both subcutaneous and intravenous delivered Remodulin.  “These strong fourth quarter Remodulin results demonstrate convincingly the growing confidence of doctors, patients and payers in the safety and efficacy of our therapy,” noted Dr. Rothblatt.

Net income was $55.5 million, or $2.54 per basic share, in the fourth quarter 2006.  A tax benefit totaling $47.7 million was reported in the fourth quarter of 2006, as compared to $17.5 million in the fourth quarter of 2005.  These benefits were due primarily to the reduction of our valuation allowance on our deferred tax assets by $45.7 million and $19.7 million in the fourth quarter of 2006 and the fourth quarter of 2005, respectively.  In the fourth quarter of 2006, we concluded that it is more likely than not that these tax assets will be realized in future periods and therefore must be recognized at this time.

Research and development expenses were $18.3 million in the fourth quarter of 2006, as compared to $9.5 million in the fourth quarter of 2005.  The increase was due primarily to (i) an increase in expenses for our treprostinil-related programs of approximately $5.8 million, and (ii) the adoption of SFAS No. 123(R), effective January 1, 2006, which resulted in employee stock option expense totaling approximately $2.0 million in the fourth quarter of 2006.  Selling, general and administrative expenses were $19.2 million in the fourth quarter of 2006, as compared to $6.7 million in the fourth quarter of 2005.  The increase in selling, general and administrative expenses was primarily due to (i) approximately $7.3 million of employee stock option expense related to our adoption of SFAS No. 123(R), (ii) an increase in marketing expenses of approximately $2.5 million, representing an increase in marketing staff and marketing initiatives, (iii) an increase in non-marketing related salaries of approximately $2.6 million, and (iv) an increase in rent and other operating expenses of approximately $732,000, primarily due to the opening of our new laboratory facility in Silver Spring, Maryland.

Interest income was $3.7 million in the fourth quarter of 2006, as compared to $1.8 million in the fourth quarter of 2005.  The increase was due to rising market interest rates and additional cash available for investment during the fourth quarter of 2006, as compared to the fourth quarter of 2005.

Conference Call

United Therapeutics will host a half-hour teleconference on Tuesday, February 20, 2007, at 9:00 a.m. Eastern Time.  The teleconference is accessible by dialing 1-800-603-1777, with international dialers calling 1-706-679-8129.  A rebroadcast of the teleconference




will be available for one week following the teleconference by dialing 1-800-642-1687, with international callers dialing 1-706-645-9291, and using access code 8783337.

United Therapeutics is a biotechnology company focused on the development and commercialization of unique products for patients with chronic and life-threatening cardiovascular, cancer and infectious diseases.

In addition to historical information, this press release contains forward-looking statements about our expectations and intentions regarding the realization of tax assets that are based on our current beliefs and expectations as to future outcomes.  These expectations are subject to risks and uncertainties such as those described in our periodic reports filed with the Securities and Exchange Commission which may cause actual results to differ materially from anticipated results.  Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in our periodic reports and documents filed with the Securities and Exchange Commission, including our most recent Form 10-K and Form 10-Q.  We are providing this information as of February 20, 2007, and undertake no obligation to publicly update or revise the information contained in this press release whether as a result of new information, future events or any other reason.




UNITED THERAPEUTICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS DATA
(In thousands, except per share data)

 

 

Three Months Ended
December 31,

 

Years  Ended
December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenues:

 

 

 

 

 

 

 

 

 

Net product sales

 

$

44,147

 

$

28,270

 

$

153,448

 

$

110,412

 

Service sales

 

1,679

 

1,371

 

6,184

 

5,241

 

License fees

 

 

 

 

262

 

Total revenues

 

45,826

 

29,641

 

159,632

 

115,915

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development, including stock option expense totaling $2.0 million and none for the three-month periods in 2006 and 2005, respectively and $6.7 million and none for the years ending in 2006 and 2005, respectively

 

18,337

 

9,463

 

57,570

 

36,052

 

Selling, general and administrative, including stock option expense totaling $7.3 million and none for the three-month periods in 2006 and 2005, respectively and $14.2 million and none for the years ending in 2006 and 2005

 

19,187

 

6,670

 

54,028

 

24,655

 

Impairment of HeartBar® trade name

 

 

 

2,024

 

 

Cost of product sales

 

4,251

 

2,633

 

14,973

 

10,242

 

Cost of service sales, including stock option expense totaling $35,000 and none for the three-month periods in 2006 and 2005, and $117,000 and none for the years ending in 2006 and 2005

 

502

 

520

 

2,055

 

2,073

 

Total operating expenses

 

42,277

 

19,286

 

130,650

 

73,022

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

3,549

 

10,355

 

28,982

 

42,893

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

3,653

 

1,759

 

10,700

 

5,359

 

Interest expense

 

(481

)

(21

)

(482

)

(29

)

Equity loss in affiliate

 

(93

)

(190

)

(491

)

(754

)

Other, net

 

1,162

 

13

 

1,199

 

53

 

Total other income, net

 

4,241

 

1,561

 

10,926

 

4,629

 

 

 

 

 

 

 

 

 

 

 

Income before income tax benefit

 

7,790

 

11,916

 

39,908

 

47,522

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

47,718

 

17,494

 

34,057

 

17,494

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

55,508

 

$

29,410

 

$

73,965

 

$

65,016

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

2.54

 

$

1.27

 

$

3.23

 

$

2.85

 

Diluted

 

$

2.42

 

$

1.14

 

$

3.08

 

$

2.58

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

21,893

 

23,195

 

22,906

 

22,825

 

Diluted

 

22,894

 

25,835

 

24,035

 

25,206

 

 




CONSOLIDATED BALANCE SHEET DATA

As of December 31,

(In thousands)

 

 

 

2006

 

2005

 

Cash, cash equivalents and marketable investments
(including restricted amounts)

 

$

303,151

 

$

191,013

 

Total assets

 

$

478,550

 

$

291,413

 

Total liabilities

 

$

273,944

 

$

16,311

 

Total stockholders’ equity

 

$

204,606

 

$

275,102

 

 



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