-----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, NHt2Va/VVrmFZLG+vt9H+QQoFSrMaM0BAvATw/2vdEghAzuiLBWihvipNH6jOOKO KKAJdEMKSRBbWQPWR7Q6Ag== 0000914121-04-001861.txt : 20040909 0000914121-04-001861.hdr.sgml : 20040909 20040909170511 ACCESSION NUMBER: 0000914121-04-001861 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040908 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040909 DATE AS OF CHANGE: 20040909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOMEDICS INC CENTRAL INDEX KEY: 0000722830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 611009366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12104 FILM NUMBER: 041023544 BUSINESS ADDRESS: STREET 1: 300 AMERICAN RD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 BUSINESS PHONE: 9736058200 MAIL ADDRESS: STREET 1: 300 AMERICAN ROAD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 8-K 1 im698410-8k.txt CURRENT REPORT 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): September 8, 2004 Immunomedics, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-12104 61-1009366 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 300 American Road, Morris Plains, New Jersey 07950 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 605-8200 - -------------------------------------------------------------------------------- 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 September 8, 2004, Immunomedics, Inc. issued a press release reporting financial results for the fiscal quarter and year ended June 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits: 99.1 - Press Release, dated September 8, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 9, 2004 IMMUNOMEDICS, INC. By: /s/ Gerard G. Gorman ----------------------------------- Name: Gerard G. Gorman Title: Vice President, Finance, and Chief Financial Officer EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press Release, dated September 8, 2004 EX-99 2 im698410-ex99_1.txt PRESS RELEASE EXHIBIT 99.1 IMMUNOMEDICS ANNOUNCES FISCAL 2004 RESULTS Morris Plains, NJ, September 8, 2004 - Immunomedics, Inc. (Nasdaq: IMMU) today reported revenues of $0.9 million and a net loss of $6.8 million, or $0.14 per share, for the fourth quarter of fiscal year 2004, which ended June 30, 2004. This compares to revenues of $1.7 million and a net loss of $3.7 million, or $0.07 per share, for the same period last year. Revenues declined primarily due to the completion of the sale of research and development materials in the first quarter of fiscal year 2004, which were part of the Amgen Agreement. These sales contributed approximately $.7 million of revenues in the fourth quarter of fiscal year 2003. Expenses were higher this quarter due to increased research and development activities and a one-time cost associated with warrants issued to Amgen Inc. for the return of all rights and clinical results for epratuzumab in April 2004. For the fiscal year 2004, the Company reported revenues of $4.3 million and a net loss of $22.4 million, or $0.45 per share. This compares to revenues of $13.7 million and a net loss of $7.9 million, or $0.16 per share, for fiscal year 2003. The decline in revenues resulted primarily from the Company recognizing its final portion of the $18.0 million up-front licensing payment from Amgen Inc. in the third quarter of fiscal year 2003. At June 30, 2004, the Company had $18.6 million in cash and liquid securities, including $5.1 million of restricted securities that collateralize the New Jersey Economic Development Authority financing completed in May 2003 for the construction of the Company's expanded manufacturing facilities. In August 2004, the Company raised an additional approximately $14 million from the sale of its common stock to a group of accredited investors. "The higher expenses incurred in the fourth quarter were the result of a one-time, non-cash charge for warrants issued to Amgen, and increased research and development activities. In particular, with the return of epratuzumab from Amgen, we have increased our manufacturing spending in anticipation of new clinical trials in lymphoma and autoimmune diseases for our most advanced potential product. To bolster our cash reserves, we added approximately $14 million in early August 2004 from the net proceeds of a sale of our common stock. We will continue to evaluate opportunities to raise additional capital through licensing of our products and technologies, the sale of debt and/or equity securities, or some combination of the foregoing as they arise," commented Gerard G. Gorman, the Company's Vice President, Finance, and Chief Financial Officer. The Company reported the initial clinical results from a European study with epratuzumab administered to patients with Systemic Lupus Erythematosus (SLE) at the 7th International Congress on SLE in May 2004 (see http://www.immunomedics.com/7events/Kaufman_SLE_LL2_final.pdf). This pilot study established the safety, tolerability, lack of immunogenicity and early evidence of efficacy in SLE patients. "We are very encouraged with these results, which now need to be confirmed in larger randomized trials," remarked Cynthia L. Sullivan, the Company's President and Chief Executive Officer. Other developments of note during the fourth quarter of fiscal year 2004 were as follows: o The Company presented six abstracts at the 40th meeting of the American Society of Clinical Oncology communicating clinical and preclinical advances in the therapy of non-Hodgkin's lymphoma, multiple myeloma and colorectal cancer. o The Company and its subsidiary, IBC Pharmaceuticals, Inc., reported nine studies at the 51st Annual Meeting of the Society of Nuclear Medicine on clinical and preclinical progress on therapeutics for non-Hodgkin's lymphoma, colorectal and pancreatic cancers using radiolabeled antibodies. "We remain focused on bringing our potential therapeutic products to the market expeditiously. The approximately $14 million we raised in August allows us to maintain our momentum in the development of epratuzumab for the treatment of non-Hodgkin's lymphoma and systemic lupus erythematosus, while we continue discussions on worldwide licensing of this product. We have also begun our Phase I and II clinical studies in certain other indications for other humanized antibodies, such as those targeting the CD20 antigen expressed by B-cells in various diseases, another antigen expressed in pancreatic cancers, and the alpha-fetoprotein marker on primary liver cancers," Ms. Sullivan added. Immunomedics, Inc. is a biopharmaceutical company focused on the development, manufacture and commercialization of diagnostic imaging and therapeutic products for the detection and treatment of cancer and other serious diseases. Integral to these products are highly specific monoclonal antibodies and antibody fragments designed to deliver radioisotopes and chemotherapeutic agents to tumors and other sites of disease. Immunomedics has therapeutic product candidates in clinical development and has two marketed diagnostic imaging products. Our most advanced therapeutic product candidate is epratuzumab, for which certain Phase II clinical trials for the treatment of non-Hodgkin's lymphoma have already been completed. This release, in addition to historical information, contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding clinical trials, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. Factors that could cause such differences include, but are not limited to, risks associated with new product development (including clinical trials outcome and regulatory requirements/actions), competitive risks to marketed products and availability of financing and other sources of capital, as well as the risks discussed in the Company's Annual Report on Form 10-K for the year June 30, 2003. The Company is not under any obligation, and the Company expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. Company Contact: Chau Cheng, Associate Director, Investor Relations & Business Analysis, (973) 605-8200, extension 123. Visit the Company's web site at http://www.immunomedics.com. IMMUNOMEDICS, INC. Condensed Consolidated Balance Sheets June 30, June 30, 2004 2003 ----------- ----------- ASSETS Current Assets: Cash and cash equivalents ........................ $ 9,133,297 $13,601,627 Marketable securities ............................ 4,345,891 10,194,813 Accounts receivable .............................. 788,647 930,134 Inventory ........................................ 340,133 839,480 Other current assets ............................. 748,921 825,372 Restricted securities ............................ 1,275,200 1,275,200 ----------- ----------- 16,632,089 27,666,626 Property and equipment, net ........................ 11,532,646 12,298,971 Restricted securities .............................. 3,825,600 5,100,800 Other long-term assets ............................. 98,243 63,157 ----------- ----------- $32,088,578 $45,129,554 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities .............................. $ 6,296,713 $ 5,890,946 Long-term debt ................................... 13,825,600 5,100,800 Minority interest ................................ 382,121 471,044 Stockholders' equity ............................. 11,584,144 33,666,764 ----------- ----------- $32,088,578 $45,129,554 =========== =========== Condensed Consolidated Statements of Operations
Three Months Ended Year Ended June 30, June 30, 2004 2003 2004 2003 ----------------------------- ------------------------------ Revenues: Product sales .............................. $ 816,745 925,322 3,607,413 3,558,435 License fee and other revenues ............. 52,253 822,840 512,256 10,127,327 Research & development ..................... 42,422 -- 186,171 33,710 ----------- ----------- ------------ ----------- Revenues ..................................... $ 911,420 1,748,162 4,305,840 13,719,472 Costs and Expenses ........................... 7,711,943 5,661,935 27,299,074 23,532,924 ----------- ----------- ------------ ----------- Operating Loss ............................... (6,800,523) (3,913,773) (22,993,234) (9,813,452) Interest and Other Income .................... 11,843 322,155 403,843 1,259,692 ----------- ----------- ------------ ----------- Net Loss before Income Tax Benefit ........... (6,788,680) (3,591,618) (22,589,391) (8,553,760) Income Tax (Provision) Benefit ............... (36,714) (65,302) 234,136 679,454 ----------- ----------- ------------ ----------- Net (Loss) Income ............................ $(6,825,394) $(3,656,920) $(22,355,255) $(7,874,306) =========== =========== ============ =========== Net Loss per Common Share, Basic and Diluted ............................ $ (0.14) (0.07) (0.45) (0.16) =========== =========== ============ =========== Weighted average number of common shares outstanding ......................... 49,893,627 49,878,193 49,886,484 49,877,889 =========== =========== ============ =========== ###
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