e6vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2006
Flamel Technologies S.A.
(Translation of registrants name into English)
Parc Club du Moulin à Vent
33 avenue du Dr. Georges Levy
69693 Vénissieux cedex France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o
No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
INFORMATION FILED WITH THIS REPORT
Document Index
99.1 Press Release dated March 7, 2006
2
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, thereunto duly authorized.
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Flamel Technologies S.A.
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By: |
/s/ Stephen Willard
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Dated: March 8, 2006 |
Name: |
Stephen Willard |
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Title: |
Chief Executive Officer |
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exv99w1
EXHIBIT 99.1
For Immediate Release
Flamel Technologies Announces Fourth Quarter and Year-End Results
Lyon, France March 7, 2006 Flamel Technologies (NASDAQ: FLML) today announced its
financial results for the fourth quarter and year ended December 31, 2005.
Flamels Fourth Quarter Results
Flamel reported a net loss of ($6.4 million) for the fourth quarter of 2005 versus net income of
$7.9 million in the year-ago period. Net loss per share (basic) was ($0.28) versus $0.37 in the
fourth quarter of 2004. Diluted earnings per share in the fourth quarter of 2004 equaled $0.34.
Total revenues for the fourth quarter 2005 were $6.3 million, versus $18.7 million in the year-ago
period. License and research revenue totaled $5.7 million during the quarter, compared to $17.8
million in the same period in 2004. Both total revenues and license and research revenues in the
fourth quarter of 2004 included recognition of $12.6 million from Bristol-Myers Squibb, amortizing
an upfront payment from 2003. License and research revenue recognized during the fourth quarter
2005 primarily included revenues from GlaxoSmithKline. Product sales and services during the
fourth quarter of 2005 were $0.3 million versus $0.8 million in the same period last year.
Costs and expenses during the quarter were $17.4 million, as compared to $13.7 million in the
fourth quarter of 2004. In line with our efforts to control expenses, operational expenses
decreased sequentially during the quarter to $13.1 million before a $4.3 million provision for
costs, which resulted as a consequence of the departure of the Companys former Chairman and CEO
and related parties. Operational expenses were $15.3 million in Q3 2005.
Flamels 2005 Annual Results
For the calendar year 2005, Flamel reported that its operating revenue was $23.6 million, compared
to $55.4 million in 2004. License and research revenue was $20.8 million in 2005, a decline from
$50.9 million in 2004. License and research revenue in 2005 primarily included revenues from
GlaxoSmithKline and TAP Pharmaceutical Products
Inc. Product sales and services for the year 2005 were $1.8 million, compared to $3.8 million in
the year-ago period.
Expenses in 2005 increased to $64.4 million ($60.1 million before the non-recurring costs mentioned
above) from $46.6 million in 2004. The increase was largely in research and development expenses
concerning the formulation of additional drugs using our technologies, particularly
Interferon-alpha and Interleukin-2, as well as a new formulation of Basulin®.
The Company reported a net loss for the year 2005 of ($27.4 million), or ($1.19) per share, as
compared with net income of $12.5 million in 2004, which equaled $0.58 per share (basic) and $0.53
(diluted).
In line with expectations, Flamels cash and marketable securities at year-end 2005 was $83.7
million, compared to $105.4 million at the end of 2004. The decline in the value of cash and
marketable securities would have been limited to $8 million had there been no changes in foreign
exchange rates between the euro and the U.S. dollar. The Companys cash and marketable securities
are typically held in euros, the currency in which the majority of the Companys expenses are
incurred.
Michel Finance, chief financial officer of Flamel Technologies, noted: We are pleased that our
focus on prudent fiscal stewardship has allowed us to tightly manage our expenses. We have
invested significant resources from our partner, GlaxoSmithKline, in our Pessac manufacturing
facility and we expect it to be fully operational shortly. We begin 2006 with the financial
resources we need to realize our plans to develop Flamels extraordinary potential for growth.
Stephen H. Willard, Flamels chief executive officer, said: In the past six months, Flamel has
completed a transformation that is essential to our future success. We have strengthened morale
and retained all of our key scientists. We have renewed our business development efforts. We have
successfully advanced our partnership with GlaxoSmithKline as most recently evidenced by the
submission of the NDA for Coreg in December. We are well-positioned to execute on our remaining
goals of creating new partnerships to leverage our two technology platforms: Micropump® and
Medusa®.
About Flamel Technologies
Flamel Technologies is a drug delivery company with two intellectual property platforms: Micropump,
for the controlled release of drugs best absorbed in the small intestine; and Medusa, for the
controlled release of proteins and peptides injected subcutaneously. Both of these platforms offer
advantages with respect to efficacy and the reduction of side-effects, in addition to the obvious
benefits associated with more convenient dosing regimens. For detailed company information,
including copies of this and other press releases, see Flamels web site www.flamel.com.
A conference call to discuss these results is scheduled for 8:30 AM Eastern Time March 8,
2006. The dial-in number is 800-374-1498 (Conference ID 6135376). International callers are invited
to dial-in (1) 706-634-7261.
This document contains a number of matters, particularly as related to the status of various
research projects and technology platforms, that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The document reflects the current view of management with respect to future events and is subject
to risks and uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements.
These risks include risks that products in the development stage may not achieve scientific
objectives or milestones or meet stringent regulatory requirements, uncertainties regarding market
acceptance of products in development, the impact of competitive products and pricing, and the
risks associated with Flamels reliance on outside parties and key strategic alliances.
For further information on the Company, please review Flamels Annual Report on the Securities and
Exchange Commission Form 20-F for the year ended December 31, 2004.
Contact:
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Stephen H. Willard, Chief Executive Officer |
Tel:
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(1) 202-862-8400 |
Fax:
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(1) 202-862-3933 |
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Michel Finance, Chief Financial Officer |
Tel:
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(011) (33) 4-7278- 3434 |
Fax:
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(011) (33) 4-7278-3435 |
Finance@flamel.com |
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Charles Marlio, Director of Strategic Planning and Investor Relations |
FRANCE:
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(011) 33-4-72-78-34-34 |
US
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(1) (202) 862-8400 |
Fax:
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202-862-3933 |
Marlio@flamel.com |
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Schedule Attached
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in thousands of dollars (except share data)
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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2004 |
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2005 |
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2004 |
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2005 |
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Revenue: |
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License and research revenue |
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$ |
17,794 |
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$ |
5,684 |
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$ |
50,893 |
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$ |
20,825 |
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Product sales and services |
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762 |
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349 |
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3,755 |
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1,757 |
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Other revenues |
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162 |
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228 |
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762 |
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1,016 |
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Total revenue |
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18,718 |
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6,261 |
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55,410 |
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23,598 |
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Costs and expenses: |
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Cost of goods and services sold |
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(973 |
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(525 |
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(3,602 |
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(2,525 |
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Research and development |
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(10,913 |
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(9,719 |
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(35,359 |
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(47,301 |
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Selling, general and administrative |
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(1,813 |
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(7,108 |
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(7,614 |
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(14,541 |
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Total |
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(13,699 |
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(17,352 |
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(46,575 |
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(64,367 |
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Profit (loss) from operations |
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5,019 |
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(11,091 |
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8,835 |
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(40,769 |
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Interest income net |
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165 |
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389 |
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607 |
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3,603 |
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Foreign exchange gain (loss) |
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(274 |
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165 |
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(244 |
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500 |
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Other income (loss) |
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(208 |
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(297 |
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100 |
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5,003 |
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Income (loss) before income taxes |
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4,702 |
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(10,834 |
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9,298 |
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(31,663 |
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Income tax benefit (expense) |
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3,224 |
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4,386 |
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3,201 |
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4,286 |
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Net income (loss) |
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$ |
7,926 |
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$ |
(6,448 |
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$ |
12,499 |
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$ |
(27,377 |
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Earnings (loss) per share |
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Basic earnings (loss) per ordinary share |
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$ |
0.37 |
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$ |
(0.28 |
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$ |
0.58 |
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$ |
(1.19 |
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Diluted earnings (loss) per share |
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$ |
0.34 |
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$ |
(0.28 |
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$ |
0.53 |
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$ |
(1.19 |
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Weighted average number of shares outstanding (in thousands) : |
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Basic |
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21,514 |
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22,995 |
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21,514 |
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22,995 |
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Diluted |
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23,559 |
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22,995 |
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23,559 |
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22,995 |
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