-----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, O2zYUcnFG1FoIoK8FbctGnviHgrnrFteF9M2b4musX28adn0eG7Kts7ZK2mUm79R Mh67NBJTpd10GPMF5VZyOA== 0001275287-06-000855.txt : 20060214 0001275287-06-000855.hdr.sgml : 20060214 20060214170911 ACCESSION NUMBER: 0001275287-06-000855 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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: 0825 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12104 FILM NUMBER: 06616941 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 ii4824.txt FORM 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 14, 2006 Immunomedics, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-12104 61-1009366 ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 300 American Road, Morris Plains, New Jersey 07950 -------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (973) 605-8200 (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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] 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 February 14, 2006, Immunomedics, Inc., a Delaware corporation (the "Company"), issued a press release to report the Company's financial results for the quarter ended December 31, 2005. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.* ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description ----------- ---------------------------------------------------------- 99.1 Press Release of Immunomedics, Inc. dated February 14, 2006 reporting its financial results. * The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. 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. IMMUNOMEDICS, INC. By: /s/ Cynthia L. Sullivan ----------------------- Name: Cynthia L. Sullivan Title: President and Chief Executive Officer Date: February 14, 2006 EX-99.1 2 ii4824ex991.txt EXHIBIT 99.1 Exhibit 99.1 IMMUNOMEDICS ANNOUNCES SECOND QUARTER FISCAL 2006 RESULTS Morris Plains, NJ, February 14, 2006 - Immunomedics, Inc. (Nasdaq: IMMU), a biopharmaceutical company focused on developing monoclonal antibodies, today reported revenues of $0.5 million and a net loss of $8.8 million, or $0.16 per share, for the second quarter of fiscal year 2006, which ended December 31, 2005. This compares to revenues of $1.0 million and a net loss of $6.4 million, or $0.12 per share, for the same period last year. For the first half of the 2006 fiscal year, the Company reported revenues of $0.9 million and a net loss of $17.4 million, or $0.32 per share. This compares to revenue of $2.1 million and a net loss of $10.6 million, or $0.20 per share, for the same period last year. The increase in net loss for the three-month period was primarily due to increased interest expense from the Company's outstanding 5% senior convertible notes issued in April 2005, and reduced sales revenue from diagnostic imaging products. The increased interest expense includes the amortization of the debt issuance costs and debt discounts, and a $1.0 million charge resulting from the change in the market value of the derivative interest liability associated with the make-whole interest provision relating to the 5% senior convertible notes. The increase in the net loss for the six-month period was due to these factors as well as higher levels of R&D spending, primarily to support the Phase III trials evaluating epratuzumab in patients with lupus. Additionally, the 2004 results included a net litigation settlement gain of $1.2 million. During this second quarter, the Company received $0.5 million in tax benefits through the New Jersey Technology Tax Certificate Transfer Program. At December 31, 2005, the Company had $14.6 million in cash and marketable securities, in addition to $3.2 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. "The implementation of our cost savings program during this quarter has allowed us to maintain our operating loss at a level similar to that of the same period last year. To further conserve capital for our research and development programs, we have deferred certain executive's salaries, the executive bonus program and continue to evaluate the deferral of non-essential expenditures. At the same time we are working diligently on establishing a global corporate partner for the further clinical development and commercialization of epratuzumab," commented Gerard G. Gorman, Vice President, Finance, and Chief Financial Officer. As reported previously during the second quarter of fiscal year 2006, other developments of note were as follows: o The Company provided details of the ALLEVIATE trial designs, testing epratuzumab in patients with lupus, at the Lazard Capital Markets Annual Life Sciences Conference. ~ more ~ o The Company presented updated clinical results for epratuzumab in Sjogren's syndrome at the 2005 annual scientific meeting of American College of Rheumatology/Association of Rheumatology Health Professionals. o At the 47th Annual Meeting of American Society of Hematology, the Company reported preclinical results on a new therapeutic, advances in lymphoma therapy with a humanized anti-CD20 antibody, and results with the combination of epratuzumab and rituximab in patients with lymphoma. o The Company presented at the Rodman & Renshaw Techvest 7th Annual Healthcare Conference during which a corporate overview was provided. o The Company published an article on a new diagnostic assay for pancreatic cancer in the Journal of Clinical Oncology. ABOUT IMMUNOMEDICS Immunomedics is a New Jersey-based biopharmaceutical company focused on the development of monoclonal, antibody-based products for the targeted treatment of cancer, autoimmune and other serious diseases. We have developed a number of advanced proprietary technologies that allow us to create humanized antibodies that can be used either alone in unlabeled or "naked" form, or conjugated with radioactive isotopes, chemotherapeutics or toxins, in each case to create highly targeted agents. Using these technologies, we have built a pipeline of therapeutic product candidates that utilize several different mechanisms of action. Our lead product candidate, epratuzumab, is currently in two pivotal Phase III trials for the treatment of patients with moderate and severe lupus (ALLEVIATE A and B). At present, there is no cure for lupus and no new lupus drug has been approved in the U.S. in the last 40 years. We believe that our portfolio of intellectual property, which includes approximately 90 patents issued in the United States, and more than 250 other issued patents worldwide, protects our product candidates and technologies. Visit our web site at http://www.immunomedics.com. This release, in addition to historical information, may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding clinical trials, out-licensing arrangements, and capital raising activities, 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 required financing and other sources of funds on acceptable terms, if at all, as well as the risks discussed in the Company's filings with the Securities and Exchange Commission. 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. ~ more ~ FOR MORE INFORMATION: Dr. Chau Cheng Associate Director, Investor Relations & Business Analysis (973) 605-8200, extension 123 ccheng@immunomedics.com ### IMMUNOMEDICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 31, June 30, 2005 2005 ------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents ............... $ 12,146,262 $ 11,937,483 Marketable securities ................... 2,416,999 3,547,507 Accounts receivable ..................... 184,444 409,458 Inventory ............................... 737,298 493,603 Other current assets .................... 1,154,508 785,677 Restricted securities ................... 1,275,200 15,575,200 ------------- ------------- 17,914,711 32,748,928 Property and equipment, net .................. 9,383,181 10,152,115 Restricted securities ........................ 1,912,800 2,550,400 Other long-term assets ....................... 2,006,956 2,471,706 ------------- ------------- $ 31,217,648 $ 47,923,149 ============= ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities ..................... $ 10,089,517 $ 9,422,923 Long-term debt .......................... 35,175,562 36,743,233 Other Liabilities ....................... - 2,748,240 Minority interest ....................... 221,304 272,160 Stockholders' deficit ................... (14,268,735) (1,263,407) ------------- ------------- $ 31,217,648 $ 47,923,149 ============= ============= CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended December 31, December 31, ------------------------------ ------------------------------ 2005 2004 2005 2004 ------------- ------------- ------------- ------------- REVENUES: Product sales ................. $ 262,651 796,092 542,725 1,858,785 License fee and other revenues 65,604 136,015 163,681 188,929 Research & development ........ 134,285 67,143 179,047 67,143 ------------- ------------- ------------- ------------- Revenues ............................. $ 462,540 999,250 885,453 2,114,857 Costs and Expenses ................... 7,430,465 7,852,470 15,329,328 14,282,273 ------------- ------------- ------------- ------------- Operating Loss ....................... (6,967,925) (6,853,220) (14,443,875) (12,167,416) Interest and Other Income (Expense) .. (2,367,131) (84,646) (3,434,509) 1,110,978 ------------- ------------- ------------- ------------- Net Loss before Income Tax Expense ... (9,335,056) (6,937,866) (17,878,384) (11,056,438) Income Tax Benefit ................... 514,350 581,445 514,350 451,357 ------------- ------------- ------------- ------------- Net Loss ............................. $ (8,820,706) $ (6,356,421) $ (17,364,034) $ (10,605,081) ============= ============= ============= ============= Net Loss per Common Share, Basic and Diluted ................ $ (0.16) (0.12) (0.32) (0.20) ============= ============= ============= ============= Weighted average number of common shares outstanding ............... 54,098,072 54,073,059 54,085,566 53,300,955 ============= ============= ============= =============
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