EX-99.1 3 a04-4373_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Contact:  Joyce Strand (650) 631-3138

 

Nektar Revises Accounting Treatment of Convertible Note Exchange Transactions;
No Impact on Cash, Revenue, Operating Expenses, or Operating Loss

 

San Carlos, Calif., April 13, 2004 – Nektar Therapeutics (Nasdaq:NKTR) today announced a revision of the accounting for convertible note exchange transactions completed in October 2003 and January 2004.  These revisions have no impact on the company’s cash position, revenue, operating expenses, or operating loss.

 

The change in the accounting for the exchange transactions completed in October 2003 has resulted in the restatement of non-cash gain, net loss and net loss per share reported in the company’s fourth quarter and year-end 2003 financial statements.  There is no restatement related to the revision of the accounting for the January 2004 exchanges, as the revised accounting treatment will be applied to the first quarter 2004 financial results when reported.

 

Revision of Accounting Treatment of Convertible Note Exchange Transactions

 

In October 2003, Nektar exchanged $87.9 million of convertible subordinated notes due in 2007 for $59.3 million of convertible subordinated notes due in 2010.  As part of its fourth quarter and year-end 2003 results, the company had previously reported a non-cash gain of $26.9 million from the October 2003 exchanges under Accounting Principles Board (APB) Opinion No. 26, “Early Extinguishment of Debt”.  Ernst & Young, the company’s independent auditors, had concurred with this accounting treatment for the October 2003 exchanges.

 

In January 2004, the company exchanged an additional $9.0 million of convertible notes due in 2007 for 575,605 shares of Nektar common stock.  On March 5, 2004 in its Annual Report on Form 10-K, Nektar indicated that it expected to record a non-cash expense of approximately $1.2 million for the January 2004 transaction when it reports its financial results for the quarter ended March 31, 2004.  The company applied APB 26 to calculate this non-cash expense as well.

 

Further research and re-evaluation of applicable accounting literature has led the company to conclude that different accounting standards are more applicable to its exchange transactions.  Nektar is now using Emerging Issues Task Force (EITF) Issue No. 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” to calculate the non-cash gain from the October 2003 transactions and Statement of Financial Accounting Standards (FAS) No. 84, “Induced Conversions of Convertible Debt” for the January 2004 transaction.  Using these accounting standards, Nektar is reporting a non-cash gain of $7.7 million and an increase to paid-in capital of $19.2 million from the October 2003 convertible exchange transactions instead of the $26.9 million non-cash gain originally reported and expects to report approximately a $7.7 million non-cash expense for the January 2004 transaction.

 



 

The company’s independent auditors concur that EITF 96-19 and FAS 84 are the appropriate accounting standards for determining the accounting for these transactions.

 

Restatement of 4th Quarter and Year-End Net Loss, and Net Loss Per Share

 

As a result of the revised accounting for the October 2003 transactions, the company’s restated net loss for the fourth quarter and year ended December 31, 2003 is $15.7 million or $(0.28) per share and $65.9 million or $(1.18) per share, respectively, instead of the previously reported net income of $3.5 million, or $0.06 per share, and net loss of $46.7 million, or $(0.84) per share, respectively.  There is no restatement related to the revisions of the accounting for the January 2004 exchange transaction.

 

No Impact on Cash Position, Revenue, Operating Expenses or Operating Loss

 

The accounting revisions announced today have no impact on the company’s cash position, revenue, operating expenses, or operating loss either in its previously reported fourth quarter and fiscal year ended December 31, 2003 financial results or in its to-be-reported first quarter 2004 financial results.

 

“The convertible debt exchanges we completed in October 2003 and January 2004 decreased our total debt by $37.6 million and extended the maturity of $59.3 million of debt by three years.  The exchanges strengthened our balance sheet and made good business sense for Nektar.  The research conducted last fall and earlier this year to determine how to account for these exchanges led us to a specific accounting treatment, APB 26, that appeared relevant to these transactions,” said Ajit S. Gill, president and CEO of Nektar Therapeutics.

 

Gill continued, “Based on research of applicable accounting standards to account for the redemption of our convertible subordinated notes due 2010 completed on March 29, 2004, we determined that further review of the accounting for the October 2003 and January 2004 convertible exchange transactions was warranted.  As part of this review, we researched additional references in the accounting literature that were not originally considered for these exchange transactions.  After extensive analysis, we believe that EITF 96-19 and FAS 84 provide more appropriate ways to account for the convertible note exchange transactions and are more consistent with current accounting practice.”

 

Gill added, “It is important to understand that these revisions in accounting methods for convertible exchanges do not affect our on-going business.  Our cash position, revenue, operating expenses, and operating loss are not affected by these revisions.”

 

The company will amend and file its revised 10-K for the year-ended December 31, 2003 with the Securities and Exchange Commission shortly.

 



 

Conference Call Information

Ajit Gill will host a conference call today for analysts and investors beginning at 2:15 p.m., Pacific Time, to further discuss this accounting revision.

 

Investors can access a live audio-only Webcast through a link that will be posted on the Investor Relations section at Nektar’s Web site at http://www.nektar.com. The Web broadcast of the conference call will be available for replay through April 27, 2004.

 

Analysts and investors can also access the conference call live via telephone by dialing (888) 862-6557 (U.S.); (630) 691-2748 (international). The passcode is Nektar and the leader is Mr. Ajit Gill. An audio replay will be available shortly following the call through April 27, 2004, and can be accessed by dialing (877) 213-9653 (U.S.) or (630) 652-3041 (international) with a passcode of 8834103#.

 

About Nektar

Nektar Therapeutics provides industry-leading drug delivery technologies, expertise and manufacturing to enable the development of high-value, differentiated therapeutics.  Nektar’s advanced drug delivery capabilities are designed to enable the company’s biotechnology and pharmaceutical partners to solve drug development challenges and realize the full potential of their therapeutics, from developing new molecular entities to managing the life cycles of established products.

 

This release contains forward-looking statements that reflect management’s current views as to Nektar’s business strategy, product and technology development plans and funding, collaborative arrangements, clinical trials, and other future events and operations.  These forward-looking statements involve uncertainties and other risks that are detailed in Nektar’s reports and other filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2003.  Actual results could differ materially from these forward-looking statements.

 

# # #

 

—Tables attached—

 



 

NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

December 31, 2003
(As revised)

 

December 31, 2003
(As previously reported)

 

Difference

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

285,967

 

$

285,967

 

 

Other current assets

 

20,531

 

20,531

 

 

Total current assets

 

306,498

 

306,498

 

 

 

 

 

 

 

 

 

 

Restricted investments

 

12,442

 

12,442

 

 

Property and equipment, net

 

149,388

 

149,388

 

 

Goodwill

 

130,120

 

130,120

 

 

Other intangible assets, net

 

10,963

 

10,963

 

 

Deposits and other assets

 

7,377

 

7,377

 

 

 

 

$

616,788

 

$

616,788

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

26,797

 

$

26,797

 

 

Capital lease obligations - current

 

1,341

 

1,341

 

 

Deferred revenue

 

18,719

 

18,719

 

 

Total current liabilities

 

46,857

 

46,857

 

 

 

 

 

 

 

 

 

 

Convertible subordinated debentures

 

359,988

 

359,988

 

 

Accrued rent

 

2,110

 

2,110

 

 

Capital lease obligations - noncurrent

 

31,686

 

31,686

 

 

Other long-term liabilities

 

11,956

 

11,956

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock at par

 

 

 

 

Common stock at par

 

6

 

6

 

 

Capital in excess of par

 

778,500

 

759,292

 

19,208

 

Deferred compensation

 

(38

)

(38

)

 

Accumulated other comprehensive gain

 

958

 

958

 

 

Accumulated deficit

 

(615,235

)

(596,027

)

(19,208

)

Total stockholders’ equity

 

164,191

 

164,191

 

 

 

 

$

616,788

 

$

616,788

 

 

 



 

NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

( In thousands, except per share information)

 

 

 

Three-Months Ended December 31,

 

Twelve-Months Ended December 31,

 

 

 

2003

 

2003

 

Difference

 

2003

 

2003

 

Difference

 

 

 

(As revised)

 

(As previously reported)

 

 

 

(As revised)

 

(As previously reported)

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract research revenue

 

$

19,735

 

$

19,735

 

$

 

$

78,962

 

$

78,962

 

$

 

Product sales

 

5,889

 

5,889

 

 

27,295

 

27,295

 

 

Total revenue

 

25,624

 

25,624

 

 

106,257

 

106,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

2,807

 

2,807

 

 

14,678

 

14,678

 

 

Research and development

 

35,230

 

35,230

 

 

131,528

 

131,528

 

 

General and administrative

 

6,513

 

6,513

 

 

22,017

 

22,017

 

 

Amortization of other intangible assets

 

983

 

983

 

 

4,219

 

4,219

 

 

Total operating costs and expenses

 

45,533

 

45,533

 

 

172,442

 

172,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(19,909

)

(19,909

)

 

(66,185

)

(66,185

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on debt extinguishment

 

7,698

 

26,906

 

(19,208

)

12,018

 

31,226

 

(19,208

)

Other income/ (expense), net

 

275

 

275

 

 

983

 

983

 

 

Interest income

 

1,223

 

1,223

 

 

5,360

 

5,360

 

 

Interest expense

 

(4,814

)

(4,814

)

 

(17,897

)

(17,897

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before provision for income taxes

 

(15,527

)

3,681

 

(19,208

)

(65,721

)

(46,513

)

(19,208

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

169

 

169

 

 

169

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$

(15,696

)

$

3,512

 

$

(19,208

)

$

(65,890

)

$

(46,682

)

$

(19,208

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.28

)

$

0.06

 

$

(0.34

)

$

(1.18

)

$

(0.84

)

$

(0.34

)

Diluted

 

$

(0.28

)

$

0.06

 

$

(0.34

)

$

(1.18

)

$

(0.84

)

$

(0.34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used to compute net

 

 

 

 

 

 

 

 

 

 

 

 

 

earnings/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

56,121

 

56,121

 

 

 

55,821

 

55,821

 

 

 

Diluted

 

56,121

 

60,868

 

 

 

55,821

 

55,821