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): November 3, 2011
MannKind
Corporation
(Exact
name of registrant as specified in its charter)
Delaware |
000-50865 |
13-3607736 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
28903 North Avenue Paine Valencia, California |
91355 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(661) 775-5300
N/A
(Former name or former
address, if changed since last report)
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))
Item 2.02 Results of Operations and Financial Condition
On November 3, 2011, MannKind Corporation issued a press release announcing its financial results for the third quarter of 2011. 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 Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished herewith:
99.1 | Press Release of MannKind Corporation dated November 3, 2011, reporting MannKind’s financial results for the third quarter of 2011. |
SIGNATURE
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.
MANNKIND CORPORATION |
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By: |
/s/ MATTHEW J. PFEFFER |
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Name: |
Matthew J. Pfeffer |
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Title: |
Corporate Vice President and Chief |
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Financial Officer |
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Dated: |
November 3, 2011 |
EXHIBIT INDEX
Number | Description |
99.1 |
Press Release of MannKind Corporation dated November 3, 2011, reporting MannKind’s financial results for the third quarter of 2011. |
Exhibit 99.1
MannKind Corporation Reports 2011 Third Quarter Financial Results
- Conference Call to Begin Today at 5:00 PM ET -
VALENCIA, Calif.--(BUSINESS WIRE)--November 3, 2011--MannKind Corporation (NASDAQ: MNKD) today reported financial results for the third quarter ended September 30, 2011.
For the third quarter of 2011 total operating expenses were $32.8 million, compared to $42.5 million for the third quarter of 2010, a decrease of $9.7 million. The decrease primarily relates to an $8.3 million decrease in research and development (R&D) expenses. This 26% decrease in R&D expense was primarily due to lower purchases of raw materials as a result of the termination of our insulin supply agreement. The final shipment of recombinant human insulin from Organon was received and paid in the third quarter of 2011. Additionally, the decrease from the same quarter in prior year was due to the positive impact of the Company’s cost cutting measures on operating expenses. General and administrative (G&A) expenses decreased by $1.5 million to $9.6 million for the third quarter of 2011 compared to $11.1 million in the third quarter of 2010.
For the first nine months of 2011, operating expenses totaled $110.0 million, compared to $120.5 million in the first nine months of 2010. Total R&D expenses for the nine months ended September 30, 2011 were 9% lower than the same period in the prior year. Excluding expenses incurred related to the contract cancellation fee settlement between the Company and Organon of $7.6 million, R&D expenses would have decreased 18% compared to the same period in the prior year. The decrease was due to the positive impact of the Company’s cost cutting measures on operating expenses. G&A expenses decreased by $2.1 million, or 7%, to $30.3 million for the first nine months of 2011 as compared to $32.4 million in the same period in 2010.
The net loss applicable to common stockholders for the third quarter of 2011 was $38.4 million, or $0.31 per share based on 122.1 million weighted average shares outstanding, compared with a net loss applicable to common stockholders of $45.3 million, or $0.40 per share based on 113.5 million weighted average shares outstanding for the third quarter of 2010. The number of common shares outstanding at September 30, 2011 was 131,337,279, including the 9,000,000 shares loaned to Bank of America under a share lending agreement in connection with senior convertible notes due in 2015. The loaned shares are not considered outstanding for the purpose of computing and reporting basic or diluted earnings (loss) per share. The 9,000,000 shares will be returned once the entire principal amount of the notes ceases to be outstanding.
The net loss for the first nine months of 2011 was $124.4 million, or $1.02 per share based on 121.6 million weighted average shares outstanding, compared with a net loss of $132.3 million, or $1.17 per share based on 113.2 million weighted average shares outstanding, for the first nine months of 2010.
Cash, cash equivalents and marketable securities were $23.3 million at September 30, 2011 and $70.4 million at December 31, 2010. As of September 30, 2011, the Company had $45.0 million of available borrowings under the loan agreement with an entity controlled by the Company’s principal stockholder compared to $98.0 million as of December 31, 2010.
Conference Call
MannKind management will host a conference call to discuss these results today at 5:00 p.m. Eastern Time. To participate in the call please dial (800) 561-2693 or (617) 614-3523 and use the participant passcode: MANNKIND. To listen to the call via the Internet please visit http://www.mannkindcorp.com. The web site replay will be available for 14 days. A telephone replay will be accessible for approximately 14 days following completion of the call by dialing (888) 286-8010 or (617) 801-6888 and use the passcode: 12869770.
Presenting from the Company will be:
About MannKind Corporation
MannKind Corporation (Nasdaq:MNKD) focuses on the discovery, development and commercialization of therapeutic products for patients with diseases such as diabetes and cancer. Its lead product candidate, AFREZZA®, is in late stage clinical investigation for the treatment of adults with type 1 or type 2 diabetes for the control of hyperglycemia. MannKind maintains a website at www.mannkindcorp.com to which MannKind regularly posts copies of its press releases as well as additional information about MannKind. Interested persons can subscribe on the MannKind website to e-mail alerts that are sent automatically when MannKind issues press releases, files its reports with the Securities and Exchange Commission or posts certain other information to the website.
Forward-Looking Statements
This press release contains forward-looking statements, including statements related to available borrowings under MannKind’s loan agreement, that involve risks and uncertainties. Words such as "believes", "anticipates", "plans", "expects", "intend", "will", "goal", "potential" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company's current expectations. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, difficulties or delays in seeking or obtaining regulatory approval, MannKind’s ability to manage its existing cash resources or raise additional cash resources, stock price volatility and other risks detailed in MannKind's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2010 and periodic reports on Form 10-Q and Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and MannKind undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
MannKind Corporation | ||||||||||||||||||||||||||||||||||||
(A Development Stage Company) | ||||||||||||||||||||||||||||||||||||
Condensed Consolidated Statements of Operations | ||||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts) |
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Nine months ended |
Nine months ended |
Cumulative period |
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2011 | 2010 | 2011 | 2010 | 2011 | ||||||||||||||||||||||||||||||||
Revenue | $ | — | $ | — | $ | 50 | $ | 93 | $ | 3,131 | ||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||||||
Research and development | 23,132 | 31,411 | 79,717 | 88,062 | 1,345,809 | |||||||||||||||||||||||||||||||
General and administrative | 9,641 | 11,129 | 30,293 | 32,436 | 369,894 | |||||||||||||||||||||||||||||||
In-process research and development costs | — | — | — | — | 19,726 | |||||||||||||||||||||||||||||||
Goodwill impairment | — | — | — | — | 151,428 | |||||||||||||||||||||||||||||||
Total operating expenses | 32,773 | 42,540 | 110,010 | 120,498 | 1,886,857 | |||||||||||||||||||||||||||||||
Loss from operations | (32,773 | ) | (42,540 | ) | (109,960 | ) | (120,405 | ) | (1,883,726 | ) | ||||||||||||||||||||||||||
Other income (expense) | 79 | 1,948 | 1,476 | (98 | ) | (1,141 | ) | |||||||||||||||||||||||||||||
Interest expense on note payable to related party | (2,863 | ) | (2,851 | ) | (7,849 | ) | (7,476 | ) | (25,300 | ) | ||||||||||||||||||||||||||
Interest expense on senior convertible notes | (2,845 | ) | (1,876 | ) | (8,092 | ) | (4,297 | ) | (25,945 | ) | ||||||||||||||||||||||||||
Interest income | — | 16 | 18 | 22 | 36,989 | |||||||||||||||||||||||||||||||
Loss before provision for income taxes | (38,402 | ) | (45,303 | ) | (124,407 | ) | (132,254 | ) | (1,899,123 | ) | ||||||||||||||||||||||||||
Income taxes | — | — | — | — | (26 | ) | ||||||||||||||||||||||||||||||
Net loss | (38,402 | ) | (45,303 | ) | (124,407 | ) | (132,254 | ) | (1,899,149 | ) | ||||||||||||||||||||||||||
Deemed dividend related to beneficial conversion feature of convertible preferred stock | — | — | — | — | (22,260 | ) | ||||||||||||||||||||||||||||||
Accretion on redeemable preferred stock | — | — | — | — | (952 | ) | ||||||||||||||||||||||||||||||
Net loss applicable to common stockholders | $ | (38,402 | ) | $ | (45,303 | ) | $ | (124,407 | ) | $ | (132,254 | ) | $ | (1,922,361 | ) | |||||||||||||||||||||
Net loss per share applicable to common stockholders — basic and diluted | $ | (0.31 | ) | $ | (0.40 | ) | $ | (1.02 | ) | $ | (1.17 | ) | ||||||||||||||||||||||||
Shares used to compute basic and diluted net loss per share applicable to common stockholders | 122,130 | 113,528 | 121,636 | 113,248 | ||||||||||||||||||||||||||||||||
MannKind Corporation | ||||||||||||||||||
(A Development Stage Company) | ||||||||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
(in thousands) |
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September 30, 2011 |
December 31, 2010 |
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Assets | ||||||||||||||||||
Current assets: | ||||||||||||||||||
Cash and cash equivalents | $ | 22,786 | $ | 66,061 | ||||||||||||||
Marketable securities | 513 | 4,370 | ||||||||||||||||
State research and development credit exchange receivable — current | 765 | 674 | ||||||||||||||||
Prepaid expenses and other current assets | 2,960 | 2,849 | ||||||||||||||||
Total current assets | 27,024 | 73,954 | ||||||||||||||||
Property and equipment — net | 196,374 | 202,356 | ||||||||||||||||
State research and development credit exchange receivable — net of current portion | 386 | 629 | ||||||||||||||||
Other assets | 230 | 317 | ||||||||||||||||
Total | $ | 224,014 | $ | 277,256 | ||||||||||||||
Liabilities and Stockholders’ Deficit |
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Current liabilities |
$ | 17,313 | $ | 18,134 | ||||||||||||||
Senior convertible notes | 210,308 | 209,335 | ||||||||||||||||
Note payable to related party | 277,203 | 235,319 | ||||||||||||||||
Stockholders’ deficit | (280,810 | ) | (185,532 | ) | ||||||||||||||
Total | $ | 224,014 | $ | 277,256 |
CONTACT:
MannKind Corporation
Matthew J. Pfeffer
Chief
Financial Officer
661-775-5300
mpfeffer@mannkindcorp.com