================================================================================
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): May 9, 2005
NEKTAR THERAPEUTICS
(Exact name of Registrant as specified in its charter)
Delaware 0-23556 94-3134940
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 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 Condition.
On May 9, 2005, Nektar Therapeutics issued a press release (the "Press
Release") announcing results for the quarter ended March 31, 2005. A copy of the
Press Release is attached as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
The information in this report, including the exhibit hereto, 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.
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/ AJIT S. GILL
Ajit S. Gill
-----------------------------------
Chief Executive Officer,
President and Director
Date: May 9, 2005
By: /s/ AJAY BANSAL
Ajay Bansal
-----------------------------------
Chief Financial Officer and Vice
President, Finance and
Administration
Date: May 9, 2005
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Earnings Press Release of Nektar Therapeutics dated May 9, 2005.
Exhibit 99.1
Nektar Announces First Quarter 2005 Results
SAN CARLOS, Calif.--(BUSINESS WIRE)--May 9, 2005--Nektar Therapeutics
(Nasdaq:NKTR) announced today its financial results for the first quarter ended
March 31, 2005.
The company reported revenue of $28.5 million for the three months ended
March 31, 2005, compared to $25.8 million for the first quarter of 2004. In the
first quarter of 2005, product revenue was $6.4 million compared to $4.3 million
in 2004, and contract research revenue totaled $19.5 million compared to $21.5
million in 2004. For the first time, the company reported Exubera(R)
commercialization readiness revenue received from Pfizer for reimbursement of
certain agreed upon operating costs related to the Exubera (inhaled insulin)
drug powder manufacturing facility in preparation for commercial production. For
the first quarter 2005, Exubera commercialization readiness revenue was $2.6
million.
The company reported a net loss of $26.2 million or $(0.31) per share for
the three months ended March 31, 2005, compared to a net loss in the same
quarter in 2004 of $40.0 million or $(0.64) per share. The net loss for the
three month period ended March 31, 2004 includes $12.7 million in payments made
in connection with conversion of convertible subordinated notes, and a loss from
debt extinguishment of $9.3 million.
As of March 31, 2005, the company reported cash, cash equivalents and
short-term investments totaling approximately $401 million compared to
approximately $419 million as of December 31, 2004.
"A key milestone was met during the first quarter 2005 with the acceptance
by the U.S. Food and Drug Administration (FDA) of the new drug application (NDA)
for Exubera (inhaled insulin)," said Ajit S. Gill, Nektar president and CEO. "If
Exubera is approved, we believe it will be a breakthrough in the treatment of
diabetes and an important part of Nektar's future."
On March 2, 2005, Pfizer and Sanofi-Aventis announced that the U.S. FDA had
accepted for filing a new drug application for Exubera and that the review of
the Exubera marketing authorization application in Europe is actively
proceeding. Nektar develops and provides the inhalers and the powdered insulin
for the Exubera product. Pfizer and Sanofi-Aventis seek approval to market
Exubera for adult patients with type 1 and type 2 diabetes.
In a separate press release, Nektar also announced today the appointment of
Joseph Krivulka to its Board of Directors.
Conference Call
Ajit S. Gill, Nektar president and chief executive officer, will host a
conference call for analysts and investors today beginning at 2:00 p.m. Pacific
Time, to discuss further the company's performance.
Investors can access a live audio-only webcast through a link that will be
posted on the Investor Relations section at Nektar's website at
http://www.nektar.com. The web broadcast of the conference call will be
available for replay through May 23, 2005.
Analysts and investors can also access the conference call live via
telephone by dialing (888) 862-6557 (U.S.); (630) 691-2748 (International). The
confirmation number is 11623102 and the host is Mr. Ajit Gill. An audio replay
will be available shortly following the call through May 23, and can be accessed
by dialing (877) 213-9653 (U.S.); or (630) 652-3041 (International) with a
passcode of 11623102. In the event that any non-GAAP financial measure is
discussed on the conference call that is not described in the press release,
related information will be made available on the Investor Relations page at the
Nektar website as soon as practical after the conclusion of the conference call.
About Nektar
Nektar Therapeutics enables high-value, differentiated therapeutics with
its industry-leading drug delivery technologies, expertise and manufacturing
capabilities. The world's top biotechnology and pharmaceutical companies are
developing new and better therapeutics using Nektar's advanced technologies and
know-how. Nektar also develops its own products by applying its drug delivery
technologies and its expertise to existing medicines to enhance performance,
such as improving efficacy, safety and compliance.
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, as amended, for
the year ended December 2004. Actual results could differ materially from these
forward-looking statements.
NEKTAR THERAPEUTICS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
2005 2004
(unaudited) (a)
------------- ------------
ASSETS
Current assets:
Cash, cash equivalents, and short-term
investments $401,303 $418,740
Inventory, net 10,683 10,691
Other current assets 16,861 25,108
------------- ------------
Total current assets 428,847 454,539
Property and equipment, net 147,726 151,247
Goodwill 129,986 130,120
Other intangible assets, net 5,328 6,456
Deposits and other assets 2,305 2,559
------------- ------------
$714,192 $744,921
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 22,412 $ 24,231
Capital lease obligations - current 374 1,532
Deferred revenue 28,705 29,890
------------- ------------
Total current liabilities 51,491 55,653
Convertible subordinated debentures 173,949 173,949
Accrued rent 2,102 2,117
Capital lease obligations - noncurrent 20,650 23,568
Other long-term liabilities 21,990 22,292
Stockholders' equity:
Preferred stock at par -- --
Common stock at par 8 8
Capital in excess of par 1,192,947 1,187,575
Deferred compensation (4,371) (2,764)
Accumulated other comprehensive gain (1,288) (356)
Accumulated deficit (743,286) (717,121)
------------- ------------
Total stockholders' equity 444,010 467,342
------------- ------------
$714,192 $744,921
============= ============
(a) The balance sheet at December 31, 2004 has been derived from the
audited financial statements at that date but does not include
all of the information and footnotes required by accounting
principles generally accepted in the United States for complete
financial statements.
NEKTAR THERAPEUTICS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share information)
Three Months Ended March 31,
--------------------------------
2005 2004
--------------- ----------------
(unaudited)
Revenues:
Contract research revenue $ 19,529 $ 21,509
Product sales 6,392 4,322
Exubera(R) commercialization
readiness revenue 2,573 --
--------------- ----------------
Total revenues 28,494 25,831
Operating costs and expenses:
Cost of goods sold 5,255 2,536
Exubera(R) commercialization
readiness costs 2,294 --
Research and development 34,945 31,292
General and administrative 9,110 6,828
Amortization of other intangible
assets 982 981
--------------- ----------------
Total operating costs and expenses 52,586 41,637
--------------- ----------------
Loss from operations (24,092) (15,806)
Loss on extinguishment of debt -- (9,258)
Other income/(expense), net (1,285) 307
Interest income/(expense), net (788) (15,111)
--------------- ----------------
Net loss before provision for
income taxes (26,165) (39,868)
Provision for income taxes -- 132
--------------- ----------------
Net loss $(26,165) $(40,000)
=============== ================
Basic and diluted net loss per
common share $ (0.31) $ (0.64)
=============== ================
Shares used in computing basic and
diluted net loss per common share 84,708 62,139
=============== ================
CONTACT: Nektar Therapeutics
Joyce Strand, 650-631-3138