0001400482-14-000052.txt : 20141112 0001400482-14-000052.hdr.sgml : 20141111 20141112060330 ACCESSION NUMBER: 0001400482-14-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141112 DATE AS OF CHANGE: 20141112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACUCELA INC. CENTRAL INDEX KEY: 0001400482 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 020592619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55133 FILM NUMBER: 141210710 BUSINESS ADDRESS: STREET 1: 1301 SECOND AVE. STREET 2: SUITE 1900 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-805-8300 MAIL ADDRESS: STREET 1: 1301 SECOND AVE. STREET 2: SUITE 1900 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Acucela Inc DATE OF NAME CHANGE: 20070523 8-K 1 acucela-q32014ktforecastre.htm 8-K Acucela-Q3 2014 KT Forecast Revision


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 11, 2014

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

 

 
 
 
 
 
Washington
 
000-5513
 
02-0592619
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1301 Second Avenue, Suite 1900
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
(206) 805-8300
(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):

¨
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))







Item 2.02. Results of Operations and Financial Condition.
On November 12, 2014 (Japanese Standard Time), Acucela Inc. (the “Company”) filed with the Tokyo Securities Exchange a Japanese report entitled "Revisions to Full-Year Earnings Forecasts," which contained supplemental information related to a financial results forecast for the year ended December 31, 2014 (the "Report"). A copy of the English translation of the Report is attached hereto as Exhibit 99.1.
The information furnished in this Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The statements contained in the Report regarding projected financial results for the year ending December 31, 2014 are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company has based these forward-looking statements largely on its expectations and projections about future events and financial trends affecting the financial condition and/or operating results of its business. These statements involve risks and uncertainties that could cause the Company’s actual results to differ materially, including, but not limited to the risk that our product candidates will not demonstrate the expected benefits and will not achieve regulatory approval or be successfully commercialized, the success of our product candidates depends heavily on the willingness of our collaboration partner to continue to co-develop our product candidates, the risk of delays in our expected clinical trials, the risk that new developments in the intensely competitive ophthalmic pharmaceutical market require changes in our clinical trial plans or limit the potential benefits of our product candidates, our dependence on and our ability to retain and motivate our key management and scientific staff, including Ryo Kubota, M.D., Ph.D., and other risks and uncertainties inherent in the process of discovering and developing therapeutics that demonstrate safety and efficacy. For a detailed discussion of these and other risk factors, please refer to the Company’s filings with the Securities and Exchange Commission, which are available on the Company’s investor relations Web site (http://ir.acucela.com/) and on the SEC’s Web site (http://www.sec.gov).

Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Description
99.1
English translation of Revisions to Full-Year Earnings Forecasts dated November 12, 2014.






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.
 
 
 
 
 
ACUCELA INC.
 
 
 
 
By:
/s/ Brian O'Callaghan
 
 
Brian O'Callaghan
Date: November 12, 2014
 
Chief Financial Officer, Treasurer and Secretary






EXHIBIT INDEX
Exhibit Number
Description
99.1
English translation of Revisions to Full-Year Earnings Forecasts dated November 12, 2014.



EX-99.1 2 acucelaq32014forecastrevis.htm ENGLISH TRANSLATION OF REVISIONS TO FULL-YEAR FORECASTS DATED NOVEMBER 12, 2014 Acucela Q3 2014 Forecast Revision Exhibit


(Translation)

November 12, 2014


                        
Company name:
Acucela Inc.
Representative:
Ryo Kubota, Founder, Chairman and CEO
Code No.:
4589, TSE Mothers
Person to contact:
Tomomi Sukagawa, Director
 
Japan Office, Acucela Inc.
 
TEL: 81-3-5789-5872 (main)
Attorney in fact:
Ken Takahashi, Attorney at law
 
Baker & Makenzie
 
(Gaikokuho Joint Enterprise)
 
TEL: 81-3-6271-9900



Revisions to Earnings Forecasts/Recording of Partial Valuation Allowance Against Deferred Tax Assets



Based on the recent business performance, we have revised the earnings forecasts announced on February 13, 2014 ("Previous Forecast") and recorded a partial valuation allowance against deferred tax assets as follows:

***

Revisions to the Forecast for the Earnings for Full Year 2014
(January 1, 2014 to December 31, 2014)

(Unit: US$ in thousands (JPY in thousands), except per share information)
 
Revenue from collaborations
Operating income (loss)
Income (loss) before income tax
Net income (loss)
Net income (loss) per share *
Previous Forecast (A)
61,840
836
433
264
0.02
(6,768,388)
(91,500)
(47,391)
(28,894)
(1)
Revised Forecast (B)
34,739
693
250
-1,997
-0.06
(3,802,183)
(75,848)
(27,362)
((218,571))
((7))
Change (B-A)
-27,101
-143
-183
-2,261
-0.08
((2,966,205))
((15,652))
((20,029))
((247,465))
((8))
Percentage Change (%) - omitted where not meaningful.
 
 
 
 
 
-44
 %
-17
 %
-42
 %
NA
NA
2013 (accumulated)
52,947
6,994
7,182
4,299
0.10
(5,795,049)
(765,493)
(786,069)
(470,525)
(10)

* Using 32,729,000 weighted average shares for expected basic and diluted shares outstanding for purposes of the Revised Forecast.

Note: Amounts in parenthesis are converted amounts (JPY in thousands except for per share amounts (JPY)) at the rate of 1 USD = 109.45, which were the TTM rates quoted by The Bank of Tokyo-





Mitsubishi UFJ, Ltd. on September 30, 2014 for the sake of convenience.


Reasons for revisions

Revenue from collaborations. Revised Forecast 2014 total revenue was $27.1 million, or ¥3.0 billion, below the Previous Forecast, of which approximately $24.7 million, or ¥2.7 billion, is directly correlated to the same variance in expenses associated with the emixustat program, thus no impact on net income. As noted in our Press Release dated May 9, 2014, based on the recommendation from the FDA, Acucela will not be pursuing a 12 month analysis of our Phase 2b/3 “SEATTLE” study. As a result, clinical development activities, including safety studies initially expected in the latter half of 2014, have been delayed, resulting in lower revenue and expense for 2014. The current Phase 2b/3 "SEATTLE" study is ongoing, and we expect to disclose our top-line 24-month clinical trial results in mid-2016 as scheduled. The remaining variance in total revenue can be attributed to reduced staffing levels, due partially to our fourth quarter 2013 strategic restructuring, partially to the performance of the glaucoma program, and partially to current year employee attrition. The reduction in employees results in fewer billable activities to Otsuka Pharmaceutical Co. Ltd., resulting in lower revenue.

Operating income (loss). The variance in operating income (loss) can be attributed to reduced staffing levels, due partially to our fourth quarter 2013 strategic restructuring, partially to the performance of the glaucoma program, and partially to current year employee attrition. As discussed above, the reduction in employees results in fewer billable activities, resulting in lower operating income.

Income (loss) before income tax. The $0.2 million, or ¥20.0 million, weaker performance in income (loss) before income tax per the Revised Forecast as compared to the Previous Forecast can be attributed to reduced staffing levels, due partially to our fourth quarter 2013 strategic restructuring, partially to the performance of the glaucoma program, and partially to current year employee attrition.

Net income (loss) and net income (loss) per share. We recorded a partial valuation allowance related to deferred tax assets for which we do not anticipate future realization, due to expected future losses as a result of our new strategic plan, with a corresponding increase in income tax expense of approximately $2.1 million, or ¥227.4 million, in 2014. Due to the changes to the emixustat program schedule announced on May 9, 2014, our Board of Directors approved a new strategic plan that includes commencement of development of certain proprietary pre-clinical programs or in-license opportunities. Because these programs will be developed independently, our development expenditures on these programs will not be funded by collaborative partners and we expect that our total research and development expenses will increase and that we will incur net losses from our operating activities. This strategic plan focuses our efforts toward our goal of building a successful and sustainable life sciences company by developing an innovative portfolio of ophthalmology products via our own internal research and development efforts, leveraging our expertise in Visual Cycle Modulation (VCM) technology and pursuing external partnerships and in-licensing opportunities. Net income (loss) under the Revised Forecast is expected to be $2.3 million, or ¥247.5 million, less than the Previous Forecast. Net income (loss) per share is expected to be $0.08, or ¥8, less than the Previous Forecast. We intend to disclose our strategic plan in the first half of 2015.

(Notes) The forecasts above are based on the information currently available. A number of factors
could cause actual results to differ materially from expectations.


END