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): February 28, 2008
Nabi Biopharmaceuticals
(Exact name of registrant as specified in its charter)
Delaware | 000-04829 | 59-1212264 | ||
State or other jurisdiction of incorporation |
Commission File Number | IRS Employer Identification No. |
12276 Wilkins Avenue, Rockville, Maryland 20852
(Address of principal executive offices) (Zip code)
(301) 770-3099
(Registrants telephone number, including area code)
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)) |
Nabi Biopharmaceuticals
Item 2.02. Results of Operations and Financial Condition
On February 28, 2008, Nabi Biopharmaceuticals (the Company) issued a press release announcing its results of operations for the three and twelve months ended December 29, 2007. A copy of the press release announcing these results is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liability of that section, and it shall not be incorporated by reference into any filing under the Securities Act of 1933 (the Securities Act) or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
Exhibit number |
Description | |
99.1 | Earnings Press Release |
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.
Nabi Biopharmaceuticals | ||||||
Date: February 28, 2008 | By: | /s/ Jordan I. Siegel | ||||
Jordan I. Siegel Senior Vice President, Finance and Administration Chief Financial Officer and Treasurer |
Index of Exhibits
Exhibit number |
Description | |
99.1 | Earnings Press Release |
Exhibit 99.1
NEWS RELEASE | ||
Investor Relations 301-770-3099 | www.nabi.com |
FOR IMMEDIATE RELEASE
Nabi Biopharmaceuticals Announces Fourth Quarter and Full-Year 2007 Financial Results
Full-Year Net Loss from Continuing Operations Declines 36%; Cash Used in Operating Activities Declines 39%
Rockville, Maryland, February 28, 2008 Nabi Biopharmaceuticals (NASDAQ: NABI) today announced fourth quarter and year-end financial results for the three and twelve month periods ended December 29, 2007.
For the full year ended December 29, 2007, the Companys net loss from continuing operations was $39.0 million, or $0.65 per share, compared to a net loss of $60.6 million, or $1.00 per share, for the year ended December 30, 2006. Including results from discontinued operations, Nabi had net income of $47.1 million, or $0.78 per share, for 2007 compared to a net loss of $58.7 million, or $0.96 per share, in 2006. A $79.7 million pre-tax gain on the sale of the biologics strategic business unit (SBU) was the primary component of total net income for 2007.
For the quarter ended December 29, 2007, the Company recorded a net loss from continuing operations of $4.2 million, or $0.07 per share, compared to a net loss of $14.9 million, or $0.24 per share, for the prior year period, a 72% improvement. During the quarter, the Company repurchased five million shares of its common stock at an average price of $3.66 per share. The Company also repurchased $38.8 million, par value, of the its 2.875% convertible senior notes for $34.1 million, a $4.7 million discount, resulting in a $3.6 million gain on retirement of debt.
Total cash used in operating activities was $26.7 million for the full year 2007, a 39% reduction compared to $43.9 million used in 2006. Excluding discontinued operations, cash used in operating activities was $42.6 million for 2007 compared to $61.7 million in 2006, a reduction of 31%. Cash, cash equivalents and marketable securities totaled $219.2 million at the end of 2007 compared to $118.7 million at the end of 2006. The increase is largely due to proceeds of $175 million from the sale of the biologics SBU, offset in part by $16.5 million to repurchase stock and $34.1 million to repurchase debt.
It has been a momentous year for Nabi Biopharmaceuticals, culminating with the sale of our biologics business unit in December, said Dr. Raafat Fahim, President and Chief Executive Officer of Nabi Biopharmaceuticals. We have accomplished several key milestones in addition to this significant transaction. We reported compelling, positive data from the NicVAX Phase 2b proof-ofconcept clinical trial, aggressively reduced our operating costs and cash utilization rates, initiated a share repurchase program and significantly reduced our debt. We enter 2008 as a lean, financially stronger organization with a focused pipeline of high value vaccine programs and are well-positioned to pursue our recently announced strategic alternatives process, the key corporate goal for this year. During 2008, we will also work to advance the development of our NicVAX and StaphVAX programs in order to realize the full value of these assets for the benefit of our shareholders.
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Financial Results Conference Call and Webcast Information
The Company will host a live webcast at 4:30 p.m. EST today to discuss these results.
The live webcast can be accessed at: http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=100445&eventID=1778268
(Due to the length of this URL, it may be necessary to copy and paste this hyperlink into your browser. Remove the space if one exists.) or via the Nabi Biopharmaceuticals website at http://www.nabi.com.
If you do not have Internet access, the U.S./Canada call-in number is 800-435-1261 and the international call-in number is 617-614-4076. The passcode is 84614235. An audio replay will be available for U.S./Canada callers at 888-286-8010 and for international callers at 617-801-6888. The replay passcode is 75615959.
The press release and an archived version of the webcast will be available on the companys website at http://www.nabi.com. The audio replay also will be available through March 6, 2008.
About Nabi Biopharmaceuticals
Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop products that target serious medical conditions in the areas of nicotine addiction and gram-positive bacterial infections. Nabi Biopharmaceuticals is currently developing NicVAX® (Nicotine Conjugate Vaccine), an innovative and proprietary investigational vaccine for treatment of nicotine addiction and prevention of smoking relapse, and StaphVAX® (Staphylococcus aureus Polysaccharide Conjugate Vaccine), a vaccine designed to prevent the most dangerous and prevalent strains of S. aureus bacterial infections. The company is headquartered in Rockville, Maryland. For additional information about Nabi Biopharmaceuticals, please visit our Web site: http://www.nabi.com.
Forward-Looking Statements
Statements in this release that are not strictly historical are forward-looking statements including statements about the strategic alternatives process, development of our product candidates, and clinical trials and studies. You can identify these forward-looking statements because they involve our expectations, beliefs, projections, anticipations or other characterizations of future events or circumstances. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from those in the forward-looking statements as a result of any number of factors. These factors include, but are not limited to, risks relating to our ability to: successfully pursue strategic and other alternatives; obtain successful clinical trial results; receive PhosLo milestone and royalty proceeds; successfully partner with third parties to fund, develop, and manufacture our pipeline products, including NicVAX and our gram-positive infections products; realize anticipated cost saving; attract and maintain the human and financial resources to bring to market products in development; depend upon third parties to manufacture our products; achieve approval and market acceptance of our products; enter into and maintain arrangements with third parties to market and sell our products; comply with reporting and payment obligations under government rebate and pricing programs; raise additional capital on acceptable terms, or at all; and re-pay our outstanding convertible senior notes when due. Many of these factors are more fully discussed, as are other factors, in the companys Annual Report on Form 10-K for the fiscal year ended December 30, 2006 and our Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 filed with the Securities and Exchange Commission.
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Nabi Biopharmaceuticals
CONSOLIDATED BALANCE SHEETS
(Unaudited)
In thousands, except share and per share data |
December 29, 2007 |
December 30, 2006 |
||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 217,606 | $ | 86,227 | ||||
Marketable securities |
1,600 | 32,500 | ||||||
Prepaid expenses and other current assets |
2,371 | 1,908 | ||||||
Assets of discontinued operations |
4,616 | 142,256 | ||||||
Total current assets |
226,193 | 262,891 | ||||||
Property and equipment, net |
1,971 | 2,441 | ||||||
Other assets |
379 | 545 | ||||||
Restricted cash related to discontinued operations |
10,027 | | ||||||
Total assets |
$ | 238,570 | $ | 265,877 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
Current liabilities: |
||||||||
Trade accounts payable |
$ | 3,647 | $ | 5,068 | ||||
Accrued expenses and other current liabilities |
7,105 | 8,126 | ||||||
Current liabilities of discontinued operations |
9,548 | 31,982 | ||||||
Total current liabilities |
20,300 | 45,176 | ||||||
2.875% convertible senior notes, net |
71,738 | 109,313 | ||||||
Total liabilities |
92,038 | 154,489 | ||||||
Commitments and contingencies |
||||||||
Stockholders' equity: |
||||||||
Convertible preferred stock, par value $0.10 per share: 5,000 shares authorized; no shares outstanding |
| | ||||||
Common stock, par value $0.10 per share; 125,000,000 shares authorized; 62,116,963 and 61,485,615 shares issued, respectively |
6,212 | 6,149 | ||||||
Capital in excess of par value |
333,527 | 327,228 | ||||||
Treasury stock, 5,807,055 and 805,769 shares, respectively, at cost |
(23,608 | ) | (5,321 | ) | ||||
Accumulated deficit |
(169,599 | ) | (216,668 | ) | ||||
Total stockholders' equity |
146,532 | 111,388 | ||||||
Total liabilities and stockholders' equity |
$ | 238,570 | $ | 265,877 | ||||
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Nabi Biopharmaceuticals
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Years Ended | ||||||||||||
In thousands, except per share data |
December 29, 2007 |
December 30, 2006 |
December 31, 2005 |
|||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative expense |
$ | 26,090 | $ | 32,576 | $ | 37,042 | ||||||
Research and development expense |
18,841 | 28,745 | 57,788 | |||||||||
Amortization of intangible assets |
| | 414 | |||||||||
Impairment of vaccine manufacturing facility |
| | 19,842 | |||||||||
Write-off of inventory and manufacturing right |
| | 7,554 | |||||||||
Operating loss |
(44,931 | ) | (61,321 | ) | (122,640 | ) | ||||||
Interest income |
6,026 | 4,148 | 4,094 | |||||||||
Interest expense |
(3,454 | ) | (3,467 | ) | (2,460 | ) | ||||||
Other income (expense), net |
3,576 | (66 | ) | (478 | ) | |||||||
Loss from continuing operations before income taxes |
(38,783 | ) | (60,706 | ) | (121,484 | ) | ||||||
(Provision) benefit for income taxes |
(201 | ) | 69 | 2,916 | ||||||||
Loss from continuing operations |
(38,984 | ) | (60,637 | ) | (118,568 | ) | ||||||
Discontinued operations: |
||||||||||||
Income (loss) from operations, net of tax benefit (provision) of $0.1 million and ($2.0) million in 2006 and 2005, respectively |
4,818 | (64 | ) | (9,881 | ) | |||||||
Gain on disposals, net of tax provision of $1.3 million in 2007 |
81,235 | 1,998 | | |||||||||
Income (loss) from discontinued operations |
86,053 | 1,934 | (9,881 | ) | ||||||||
Net income (loss) |
$ | 47,069 | $ | (58,703 | ) | $ | (128,449 | ) | ||||
Basic and diluted income (loss) per share: |
||||||||||||
Continuing operations |
$ | (0.65 | ) | $ | (1.00 | ) | $ | (1.98 | ) | |||
Discontinued operations |
1.43 | 0.04 | (0.17 | ) | ||||||||
Basic and diluted income (loss) per share |
$ | 0.78 | $ | (0.96 | ) | $ | (2.15 | ) | ||||
Basic and diluted weighted average shares outstanding |
60,295 | 60,936 | 59,862 | |||||||||
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Nabi Biopharmaceuticals
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Years Ended | ||||||||||||
In thousands |
December 29, 2007 |
December 30, 2006 |
December 31, 2005 |
|||||||||
Cash flow from operating activities: |
||||||||||||
Loss from continuing operations |
$ | (38,984 | ) | $ | (60,637 | ) | $ | (118,568 | ) | |||
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations: |
||||||||||||
Depreciation and amortization |
1,725 | 954 | 3,431 | |||||||||
Write-off of inventory and manufacturing right |
| | 7,554 | |||||||||
Write down of vaccine plant |
| | 19,842 | |||||||||
Accretion of discount on convertible senior notes |
168 | 168 | 117 | |||||||||
Non-cash compensation |
2,770 | 4,348 | 81 | |||||||||
Deferred income taxes |
| | (2,916 | ) | ||||||||
Gain on repurchase of convertible senior notes |
(3,583 | ) | | | ||||||||
Other |
(5 | ) | 102 | 1,237 | ||||||||
Changes in assets and liabilities: |
||||||||||||
StaphVAX inventory |
| | (3,302 | ) | ||||||||
Prepaid expenses and other assets |
(401 | ) | (172 | ) | (356 | ) | ||||||
Trade accounts payable, accrued expenses and other |
(4,287 | ) | (6,451 | ) | (5,300 | ) | ||||||
Total adjustments |
(3,613 | ) | (1,051 | ) | 20,388 | |||||||
Net cash used in operating activities from continuing operations |
(42,597 | ) | (61,688 | ) | (98,180 | ) | ||||||
Net cash provided by operating activities from discontinued operations |
15,853 | 17,776 | 8,466 | |||||||||
Net cash used in operating activities |
(26,744 | ) | (43,912 | ) | (89,714 | ) | ||||||
Cash flow from investing activities: |
||||||||||||
Purchases of marketable securities |
(29,475 | ) | (82,325 | ) | (203,297 | ) | ||||||
Proceeds from sales of marketable securities |
60,375 | 54,997 | 206,475 | |||||||||
Capital expenditures |
(110 | ) | (223 | ) | (3,937 | ) | ||||||
Other investing activities, net |
80 | 8 | (197 | ) | ||||||||
Net cash provided by (used in) investing activities from continuing operations |
30,870 | (27,543 | ) | (956 | ) | |||||||
Net cash provided by (used in) investing activities from discontinued operations |
176,362 | 56,807 | (4,720 | ) | ||||||||
Net cash provided by (used in) investing activities |
207,232 | 29,264 | (5,676 | ) | ||||||||
Cash flow from financing activities: |
||||||||||||
Proceeds from issuance of common stock for employee benefit plans |
728 | 1,564 | 2,577 | |||||||||
Purchase of common stock for treasury |
(16,523 | ) | | | ||||||||
Repurchase of convertible senior notes |
(34,071 | ) | | | ||||||||
Proceeds from issuance of convertible senior notes, net |
| | 108,730 | |||||||||
Other financing activities, net |
82 | | | |||||||||
Net cash (used in) provided by financing activities from continuing operations |
(49,784 | ) | 1,564 | 111,307 | ||||||||
Net cash provided by (used in) financing activities from discontinued operations |
675 | (2,451 | ) | (8,914 | ) | |||||||
Net cash (used in) provided by financing activities |
(49,109 | ) | (887 | ) | 102,393 | |||||||
Net increase (decrease) in cash and cash equivalents |
131,379 | (15,535 | ) | 7,003 | ||||||||
Cash and cash equivalents at beginning of year |
86,227 | 101,762 | 94,759 | |||||||||
Cash and cash equivalents at end of year |
$ | 217,606 | $ | 86,227 | $ | 101,762 | ||||||
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