-----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, JAx4abl5QbGCYuKdW73yPHxbAAwvCpNrjMSi/0ezVq92M+swkVuCuOqJQyFhf+5F 1t/p4ykcjpP8wIPlAnnJuw== 0001144204-08-044246.txt : 20080806 0001144204-08-044246.hdr.sgml : 20080806 20080806171348 ACCESSION NUMBER: 0001144204-08-044246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEKTAR THERAPEUTICS CENTRAL INDEX KEY: 0000906709 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943134940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24006 FILM NUMBER: 08995771 BUSINESS ADDRESS: STREET 1: 150 INDUSTRIAL RD CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 6506313100 MAIL ADDRESS: STREET 1: 150 INDUSTRIAL ROAD CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER COMPANY: FORMER CONFORMED NAME: INHALE THERAPEUTIC SYSTEMS INC DATE OF NAME CHANGE: 19980723 FORMER COMPANY: FORMER CONFORMED NAME: INHALE THERAPEUTIC SYSTEMS DATE OF NAME CHANGE: 19940303 8-K 1 v122193_8k.txt - -------------------------------------------------------------------------------- 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): August 6, 2008 NEKTAR THERAPEUTICS (Exact name of Registrant as specified in its charter) Delaware 0-24006 94-3134940 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 201 Industrial Road San Carlos, California 94070 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (650) 631-3100 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: |_| 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 Position On August 6, 2008, Nektar Therapeutics issued a press release (the "Press Release") announcing its financial results for the quarter ended June 30, 2008. A copy of the Press Release is furnished herewith as Exhibit 99.1. The information in this report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by Nektar Therapeutics, whether made before or after the date hereof, regardless of any general incorporation language in such filing. On July 30, 2008, the company announced that it would hold a conference call on August 6, 2008 to review financial results for the quarter ended June 30, 2008. On this conference call, management expects to make certain forward-looking statements regarding the market potential and revenue potential to the company for partnered product programs, the clinical development status and certain pre-clinical and clinical results from its proprietary product development programs, and management's financial guidance for 2008 and the amount of certain payments and expenses related to particular areas of the company's business. These forward-looking statements involve substantial risks and uncertainties including but not limited to: (i) the market sizes and revenue potential of partnered product programs are management's estimates only and actual results may differ materially; (ii) the overall market size for the partnered product programs and revenue and profit contribution potential to the company will depend upon successful sales and marketing efforts by our partners, competition from competing therapies (if any), government and private insurance reimbursement, changing standards of care, commercial product profile and final product pricing; (iii) the ability of the company's early research efforts to successfully apply its technology platforms to new potential product candidates is subject to the substantial uncertainty of the scientific discovery process, (iv) the timing or success of the commencement or end of clinical trials and commercial launch of partnered products may be delayed or unsuccessful due to slower than anticipated patient enrollment, drug manufacturing challenges, changing standards of care, clinical trial design, clinical outcomes, or delay or failure in obtaining regulatory approval in one or more important markets; (v) clinical trials are long, expensive and uncertain processes and the risk of failure of any product that is in clinical development and prior to regulatory approval remains high and can occur at any stage due to efficacy, safety or other factors; (vi) management's GAAP and non-GAAP financial projections for the company's 2008 cash used in operations and 2008 end of year cash position are subject to the significant risk of unplanned revenue short-falls or unplanned expenses which could adversely affect the company's financial results and cash position; (vii) the company's patent applications for its proprietary or partner product candidates may not issue, patents that have issued may not be enforceable, or intellectual property licenses from third parties may be required in the future; (viii) the outcome of any existing or future intellectual property or other litigation related to the company's proprietary product candidates or complex commercial contracts; (ix) if the company is unable to raise additional capital or find suitable partners or to negotiate acceptable collaborative arrangements with respect to our existing and future product candidates or the licensing of our technology, or if any arrangements that the company does negotiate, or have negotiated, include unfavorable commercial terms, the company's business, results of operations and financial condition would suffer; and (x) certain other risks and uncertainties set forth in the company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008 and the company's upcoming Quarterly Report on Form 10-Q to be filed on or prior to August 11, 2008. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 99.1 Press release titled "Nektar Therapeutics Announces Second Quarter 2008 Financial Results" issued on August 6, 2008. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. By: /s/ Gil M. Labrucherie ---------------------------------- Gil M. Labrucherie General Counsel and Secretary Date: August 6, 2008 EXHIBIT INDEX Exhibit No. Description of Exhibit. 99.1 Press release titled "Nektar Therapeutics Announces Second Quarter 2008 Financial Results" issued on August 6, 2008. EX-99.1 2 v122193_ex99-1.txt NEKTAR - -------------------------------------------------------------------------------- News Release Nektar Therapeutics 201 Industrial Road San Carlos, CA 94070 650-631-3100 Phone 650-631-3150 Fax www.nektar.com - -------------------------------------------------------------------------------- Nektar Therapeutics Announces Second Quarter 2008 Results SAN CARLOS, Calif., August 6, 2008 -- Nektar Therapeutics (Nasdaq: NKTR) today announced the company's financial results for the second quarter and six-months ended June 30, 2008. Cash, cash equivalents, and short-term investments were $373.9 million at June 30, 2008 compared to $412.6 million at March 31, 2008. Revenue for the three month period ended June 30, 2008 was $20.4 million compared to revenue of $65.9 million in the second quarter of 2007. For the first half of 2008, revenue was $40.4 million as compared to $150.9 million in the same period of 2007. This decrease in revenue is the result of lower product manufacturing revenues due to the termination of the Exubera collaboration by Pfizer in late 2007. Nektar has made significant improvements to our operating efficiencies as compared to a year ago. For the first half of 2008, the company's general and administrative expense was $24.8 million as compared to $29.9 million for the same period a year ago. Research and development expense was $70.9 million in the first half of 2008 as compared to $78.5 million for the same six month period in 2007. Included in the $70.9 million of overall research and development spending is approximately $32 million of new investments in Nektar's preclinical and clinical development programs. Nektar reported a net loss for the quarter ended June 30, 2008 of $33.4 million or $0.36 per share, compared to a net loss of $27.5 million or $0.30 per share in the second quarter of 2007. For the first half of 2008, the company reported a net loss of $74.1 million or $0.80 per share, compared to a net loss of $53.2 million or $0.58 per share for the same period in 2007. The increase in net loss for the second quarter and first half of 2008 compared to a year ago is primarily the result of a loss of gross margin associated with Pfizer's termination of the Exubera collaboration and maintenance of Exubera manufacturing capacity through April 2008. The final spending and charges associated with the termination of the Exubera inhaled insulin program were paid and recorded in the second quarter of 2008. "Over the past year, Nektar has made excellent progress in expanding and advancing our pipeline while at the same time maintaining financial discipline," said Nektar President and CEO Howard W. Robin. "In 2008, we will have seven proprietary programs in clinical development and an impressive preclinical pipeline of important, high-value therapeutics. We have executed on our strategy of building valuable proprietary programs without pursuing any dilutive financings." Nektar will host a conference call today for analysts and investors at 2:00 p.m. Pacific time to discuss the company's second quarter performance. This conference call will be available via webcast and can be accessed through a link that is posted on the Investor Relations section of the Nektar website, www.nektar.com. The web broadcast of the conference call will be available for replay through August 20, 2008. To access the conference call, follow these instructions: Dial: (866) 831-5605 (U.S.); (617) 213-8851 (international) Passcode: 33430853 (Howard Robin is the host) Audio replay dial-in and passcode: Dial: (888) 286-8010 (U.S.); (617) 801-6888 (international) Passcode: 67859021 About Nektar Nektar Therapeutics is a biopharmaceutical company that develops and enables differentiated therapeutics with its industry-leading PEGylation and pulmonary drug development platforms. Nektar's technology and drug development expertise have enabled nine approved products for partners, which include leading biopharmaceutical companies. Nektar is also developing a robust pipeline of its own high-value therapeutics that addresses unmet medical needs by leveraging and expanding its technology platforms to improve and enable molecules. For more information on Nektar Therapeutics, please visit www.nektar.com. This press release contains forward-looking statements that reflect the company's current views regarding the potential, progress, and clinical plans for the company's proprietary and partnered product pipeline, and the value and potential of the company's technology platforms. These forward-looking statements involve risks and uncertainties, including but not limited to: (i) the company's proprietary product candidates and those of its partners are in various stages of clinical development and the risk of failure is high and can occur at any stage prior to regulatory approval; (ii) the timing or success of the commencement or end of clinical trials and commercial launch of partnered products may be delayed or unsuccessful due to slower than anticipated patient enrollment, drug manufacturing challenges, changing standards of care, clinical trial design, clinical outcomes, or delay or failure in obtaining regulatory approval in one or more important markets; (iii) clinical trials are long, expensive and uncertain processes and the risk of failure of any product that is in clinical development and prior to regulatory approval remains high and can occur at any stage due to efficacy, safety or other factors; (iv) the company's patent applications for its proprietary or partner product candidates may not issue, patents that have issued may not be enforceable, or intellectual property licenses from third parties may be required in the future; and (v) the outcome of any existing or future intellectual property or other litigation related to the company's proprietary product candidates or complex commercial agreements. Other important risks and uncertainties are detailed in the company's reports and other filings with the Securities and Exchange Commission, including its most recent Quarterly Report on Form 10-Q. Actual results could differ materially from the forward-looking statements contained in this press release. The company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise. Stephan Herrera, 415-488-7699 sherrera@nektar.com Jennifer Ruddock, 650-631-4954 jruddock@nektar.com # # # NEKTAR THERAPEUTICS CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share information)
Unaudited Unaudited ----------------------------------------- --------------------------------------- Three-Months Ended June 30, Six-Months Ended June 30, --------------------------- ------------------------- 2008 2007 2008 2007 ------------------- ------------------- ------------------- ------------------- Revenue: Product sales and royalties $ 9,010 $ 49,302 $ 19,381 $ 122,321 Contract research 11,391 16,615 21,012 28,612 ------------------- ------------------- ------------------- ------------------- Total revenue 20,401 65,917 40,393 150,933 Operating costs and expenses: Cost of goods sold 5,444 39,490 12,671 96,012 Idle Manufacturing Costs 1,487 -- 6,821 -- Research and development 33,500 41,000 70,873 78,492 General and administrative 13,091 13,178 24,802 29,913 Amortization of other intangible assets 237 237 473 473 ------------------- ------------------- ------------------- ------------------- Total operating costs and expenses 53,759 93,905 115,640 204,890 ------------------- ------------------- ------------------- ------------------- Loss from operations (33,358) (27,988) (75,247) (53,957) Non-operating income (expense): Interest income 3,190 5,452 8,203 10,925 Interest expense (3,929) (4,702) (7,847) (9,635) Other expense, net 769 (22) 1,071 (16) ------------------- ------------------- ------------------- ------------------- Total non-operating income 30 728 1,427 1,274 Loss before provision for income taxes (33,328) (27,260) (73,820) (52,683) Provision for income taxes 47 250 260 500 ------------------- ------------------- ------------------- ------------------- Net loss $ (33,375) $ (27,510) $ (74,080) $ (53,183) =================== =================== =================== =================== Basic and diluted net loss per share $ (0.36) $ (0.30) $ (0.80) $ (0.58) Shares used in computing basic and diluted net loss per share 92,400 91,804 92,365 91,630
NEKTAR THERAPEUTICS CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 30, 2008 December 31, 2007 (unaudited) (1) -------------------------- -------------------------- ASSETS Current assets: Cash and cash equivalents $ 31,829 $ 76,293 Short-term investments 342,078 406,060 Accounts receivable, net of allowance 12,067 21,637 Inventory 10,166 12,187 Other current assets 13,988 7,106 -------------------------- -------------------------- Total current assets 410,128 523,283 Property and equipment, net 114,229 114,420 Goodwill 78,431 78,431 Other intangible assets, net 2,207 2,680 Other assets 4,498 6,289 -------------------------- -------------------------- Total assets $ 609,493 $ 725,103 ========================== ========================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,862 $ 3,589 Accrued compensation 11,276 14,680 Accrued expenses to contract manufacturers -- 40,444 Accrued expenses 21,545 12,446 Interest payable 2,645 2,638 Capital lease obligations, current portion 1,833 2,335 Deferred revenue, current portion 17,053 19,620 Other current liabilities 2,546 2,340 -------------------------- -------------------------- Total current liabilities 58,760 98,092 Convertible subordinated notes 315,000 315,000 Capital lease obligations 21,016 21,632 Deferred revenue 58,595 61,349 Deferred credits 7,626 8,680 Other long-term liabilities 4,795 5,911 -------------------------- -------------------------- Total liabilities 465,792 510,664 Commitments and contingencies Stockholders' equity: Preferred stock -- -- Common stock 9 9 Capital in excess of par value 1,306,787 1,302,541 Accumulated other comprehensive income 739 1,643 Accumulated deficit (1,163,834) (1,089,754) -------------------------- -------------------------- Total stockholders' equity 143,701 214,439 -------------------------- -------------------------- Total liabilities and stockholders' equity $ 609,493 $ 725,103 ========================== ==========================
(1) The consolidated balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. Certain 2007 amounts have been reclassified between line items to conform with the 2008 presentation. NEKTAR THERAPEUTICS CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except per share information) (unaudited)
Six Months Ended June 30, ----------------------------------------------- 2008 2007 ---------------------- ---------------------- Cash flows provided by (used in) operating activities: Net loss $ (74,080) $ (53,183) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 3,863 11,690 Depreciation and amortization 11,820 15,250 Amortization of gain related to sale of building (437) (437) Loss on sale or disposal of assets 128 904 Changes in assets and liabilities: Decrease (increase) in trade accounts receivable 9,570 (2,681) Decrease (increase) in inventories 2,021 (2,572) Decrease (increase) in other assets (6,026) 5,388 Increase (decrease) in accounts payable (1,727) (4,264) Increase (decrease) in accrued compensation (3,676) 954 Increase (decrease) in accrued expenses to contract manufacturers (40,444) -- Increase (decrease) in accrued expenses 9,099 (1,600) Increase (decrease) in interest payable 7 (708) Increase (decrease) in deferred revenue (5,321) 16,952 Increase (decrease) in other liabilities (1,222) (380) ---------------------- ---------------------- Net cash used in operating activities (96,425) (14,687) Cash flows from investing activities: Purchases of investments (334,685) (273,540) Maturities of investments 369,337 353,171 Sales of investments 28,590 -- Purchases of property and equipment (10,349) (11,765) ---------------------- ---------------------- Net cash provided by investing activities 52,893 67,866 Cash flows used in financing activities: Proceeds from issuance of common stock 383 2,708 Payments of loan and capital lease obligations (1,151) (823) Repayments of convertible subordinated notes -- (36,026) ---------------------- ---------------------- Net cash used in financing activities (768) (34,141) Effect of exchange rates on cash and cash equivalents (164) 58 ---------------------- ---------------------- Net increase (decrease) in cash and cash equivalents $ (44,464) $ 19,096 Cash and cash equivalents at beginning of period $ 76,293 $ 63,760 ---------------------- ---------------------- Cash and cash equivalents at end of period $ 31,829 $ 82,856 ====================== ======================
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