Delaware (State or other jurisdiction of incorporation) |
0-19311 (Commission File Number) |
33-0112644 (I.R.S. Employer Identification No.) |
14 Cambridge Center, Cambridge, Massachusetts | 02142 |
(Address of principal executive offices) | (Zip 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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o | 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. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
Ex-99.1 Press Release dated July 26, 2005 |
Biogen Idec Inc. |
||||
Date: July 26, 2005 | By: | /s/ Raymond G. Arner | ||
Raymond G. Arner | ||||
Acting General Counsel | ||||
| Total revenues grew 12% to $606 million vs. prior year $539 million, driven primarily by AVONEXÒ (Interferon beta-1a) worldwide sales up 10% to $382 million and RITUXANÒ (rituximab) revenues from the joint business arrangement up 22% to $185 million. | ||
| On a reported basis, calculated in accordance with U.S. generally accepted accounting principles (GAAP), second quarter earnings per share (EPS) were $0.10. Excluding merger-related accounting impacts of $86 million and charges of $78 million related to the sale of the NIMO manufacturing facility, adjusted non-GAAP EPS were $0.43, representing a 26% increase. | ||
| $20 million of charges, or EPS of $0.04, were included in both the GAAP and adjusted non-GAAP results related to TYSABRIÒ (natalizumab) inventories that were written off during the quarter. |
| pre-tax charges of $86 million of non-cash merger-related accounting impacts, primarily amortization of intangibles, inventory step-up, and other merger-related charges, and | ||
| charges totaling approximately $78 million related to the sale of the NIMO manufacturing facility. |
| On April 6, 2005, Biogen Idec, Genentech and Roche announced that a Phase III clinical study of RITUXAN met its primary endpoint of a greater proportion of RITUXAN-treated patients achieving an American College of Rheumatology (ACR) 20 response at week 24, compared to placebo. In the second half of this year, Biogen Idec and Genentech expect to submit a supplemental filing for approval of RITUXAN in the U.S. for patients with active rheumatoid arthritis (RA) who are inadequate responders to anti-TNF therapies. The filing will be largely based on the results of the Phase III study. | ||
| On April 12, 2005, at the 57th annual American Academy of Neurology (AAN) meeting in Miami Beach, FL, the two-year data from the AFFIRM Phase III monotherapy trial was presented. AFFIRM met all primary and secondary endpoints, including disability progression and relapse rate. TYSABRI treatment led to a 42 percent reduction in the risk of disability progression compared to placebo. TYSABRI also reduced the rate of clinical relapses by 67 percent compared to placebo, which was sustained and consistent with the previously reported one-year results. | ||
| On May 17, 2005, Biogen Idec announced that its scientists have identified a molecule in the central nervous system (CNS) that may play a pivotal role in CNS repair and regeneration. The research, published in the June 2005 edition of Nature Neuroscience, is the first to suggest a role for LINGO-1 in nerve repair and could lead to potential pathways for treating MS and other demyelinating diseases. | ||
| On June 9, 2005, Biogen Idec, Genentech, and Roche announced preliminary positive results from a large randomized clinical trial (DANCER) of RITUXAN in RA showing that a greater proportion of patients treated with a single course of RITUXAN, with a stable dose of methotrexate, achieved ACR 20, 50 and 70 response rates compared to placebo. | ||
| On June 14, 2005, Biogen Idec announced that a Phase II clinical study showed that galiximab (anti-CD80 mAb) may be used in combination with RITUXAN, and the combination may prolong event-free survival in patients with relapsed or refractory, follicular NHL when compared to previous results with RITUXAN monotherapy. Side effects of the combination were similar to treatment with RITUXAN alone. | ||
| On June 30, 2005, Biogen Idec and Elan announced that ENCORE, the second Phase III induction trial of TYSABRI for the treatment of moderately to severely active Crohns disease in patients with evidence of active inflammation, met the primary endpoint of clinical response as defined by a 70 point decrease in baseline Crohns Disease Activity Index (CDAI) score at both weeks 8 and 12. |
| In June, Biogen Idec agreed to sell the NIMO Oceanside, California biologics manufacturing facility to Genentech for $408 million. The approximately 430 employees at the facility were offered employment at Genentech or retained by Biogen Idec. Biogen Idec incurred charges totaling approximately $78 million related to the sale. |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
REVENUES |
||||||||||||||||
Product |
$ | 398,822 | $ | 363,186 | $ | 796,406 | $ | 735,723 | ||||||||
Unconsolidated joint business |
184,934 | 151,157 | 345,387 | 285,112 | ||||||||||||
Royalties |
21,734 | 24,297 | 48,483 | 49,510 | ||||||||||||
Corporate partner |
144 | 123 | 3,160 | 10,160 | ||||||||||||
Total revenues |
605,634 | 538,763 | 1,193,436 | 1,080,505 | ||||||||||||
COST AND EXPENSES |
||||||||||||||||
Cost of product and royalty revenues |
71,093 | 151,729 | 170,701 | 406,496 | ||||||||||||
Research and development |
179,843 | 169,782 | 358,611 | 328,702 | ||||||||||||
Selling, general and administrative |
155,754 | 139,414 | 314,227 | 270,474 | ||||||||||||
Amortization of acquired intangible assets |
77,078 | 79,308 | 152,756 | 160,168 | ||||||||||||
Loss on Sale of Plant |
75,565 | | 75,565 | | ||||||||||||
Total cost and expenses |
559,333 | 540,233 | 1,071,860 | 1,165,840 | ||||||||||||
Income (loss) from operations |
46,301 | (1,470 | ) | 121,576 | (85,335 | ) | ||||||||||
Other income/ (expense), net |
6,051 | 6,413 | (2,874 | ) | 18,139 | |||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
52,352 | 4,943 | 118,702 | (67,196 | ) | |||||||||||
Income taxes (benefit) |
17,848 | 4,116 | 40,738 | (26,825 | ) | |||||||||||
NET INCOME |
$ | 34,504 | $ | 827 | $ | 77,964 | $ | (40,371 | ) | |||||||
BASIC EARNINGS (LOSS) PER SHARE |
$ | 0.10 | $ | 0.00 | $ | 0.23 | (0.12 | ) | ||||||||
DILUTED EARNINGS (LOSS) PER SHARE |
$ | 0.10 | $ | 0.00 | $ | 0.23 | (0.12 | ) | ||||||||
SHARES USED IN CALCULATING: |
||||||||||||||||
BASIC EARNINGS PER SHARE |
332,629 | 337,018 | 333,946 | 336,084 | ||||||||||||
DILUTED EARNINGS PER SHARE |
344,735 | 350,279 | 348,086 | 336,084 | ||||||||||||
Jun. 30, 2005 | Dec. 31, 2004 | |||||||
Assets: |
||||||||
Current assets |
||||||||
Cash, cash equivalents and securities available-for-sale |
$ | 927,453 | $ | 1,057,942 | ||||
Accounts receivable, net |
254,014 | 278,637 | ||||||
Inventory |
243,538 | 251,016 | ||||||
Other current assets |
371,297 | 343,449 | ||||||
Total current assets |
1,796,302 | 1,931,044 | ||||||
Long-term securities available-for-sale |
873,182 | 1,109,624 | ||||||
Property and equipment, net |
1,150,420 | 1,525,225 | ||||||
Intangible assets, net |
3,139,315 | 3,292,827 | ||||||
Goodwill |
1,151,105 | 1,151,105 | ||||||
Other |
157,828 | 155,933 | ||||||
Total assets |
$ | 8,268,152 | $ | 9,165,758 | ||||
Liabilities and shareholders equity |
||||||||
Current liabilities |
$ | 540,653 | $ | 1,260,748 | ||||
Long-term deferred tax liability |
882,021 | 921,771 | ||||||
Non-current liabilities |
99,664 | 156,838 | ||||||
Shareholders equity |
6,745,814 | 6,826,401 | ||||||
Total liabilities and shareholders equity |
$ | 8,268,152 | $ | 9,165,758 | ||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Earnings per share Diluted: |
||||||||||||||||
GAAP |
$ | 0.10 | $ | 0.00 | $ | 0.23 | ($0.12 | ) | ||||||||
Adjusted Pro Forma (Non-GAAP) |
$ | 0.43 | $ | 0.34 | $ | 0.73 | $ | 0.73 | ||||||||
AN ITEMIZED RECONCILIATION BETWEEN NET INCOME ON A GAAP BASIS
AND NET INCOME ON A NON-GAAP BASIS IS AS FOLLOWS: |
||||||||||||||||
GAAP Net Income/(Loss) |
$ | 34.5 | $ | 0.8 | $ | 78.0 | ($40.4 | ) | ||||||||
COGS: Fair value step up of inventory acquired from former Biogen, Inc |
9.0 | 93.4 | 18.3 | 287.8 | ||||||||||||
R&D: Costs associated with Sale of Oceanside Manufacturing Facility |
1.9 | | 1.9 | | ||||||||||||
R&D: Merger related and purchase accounting costs |
| 0.7 | | 2.9 | ||||||||||||
SG&A: Merger related and purchase accounting costs |
| 0.6 | 0.4 | 5.0 | ||||||||||||
Purchase accounting: Amortization of acquired intangible assets
related to the merger with former Biogen, Inc. |
77.1 | 79.3 | 152.8 | 160.2 | ||||||||||||
Loss on Sale of Oceanside Manufacturing Facility |
75.6 | | 75.6 | | ||||||||||||
Income taxes: Income tax effect of reconciling items |
(49.0 | ) | (53.2 | ) | (72.1 | ) | (151.2 | ) | ||||||||
Non-GAAP Net Income |
$ | 149.0 | $ | 121.7 | $ | 254.8 | $ | 264.3 | ||||||||
Three Months Ended | ||||||||
June 30, | ||||||||
2005 | 2004 | |||||||
PRODUCT REVENUES |
||||||||
Avonex® |
$ | 381,789 | $ | 346,516 | ||||
Amevive® |
12,456 | 12,116 | ||||||
Tysabri® |
(897 | ) | | |||||
Zevalin® |
5,474 | 4,554 | ||||||
Total Product Revenues |
$ | 398,822 | $ | 363,186 | ||||
Six Months Ended | ||||||||
June 30, | ||||||||
2005 | 2004 | |||||||
PRODUCT REVENUES |
||||||||
Avonex® |
$ | 755,374 | $ | 701,234 | ||||
Amevive® |
24,473 | 25,103 | ||||||
Tysabri® |
5,049 | | ||||||
Zevalin® |
11,510 | 9,386 | ||||||
Total Product Revenues |
$ | 796,406 | $ | 735,723 | ||||