0001104659-13-059608.txt : 20130805 0001104659-13-059608.hdr.sgml : 20130805 20130805080050 ACCESSION NUMBER: 0001104659-13-059608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130805 DATE AS OF CHANGE: 20130805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSIRIS THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001360886 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 710881115 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32966 FILM NUMBER: 131008788 BUSINESS ADDRESS: STREET 1: 7015 ALBERT EINSTEIN DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 443-545-1819 MAIL ADDRESS: STREET 1: 7015 ALBERT EINSTEIN DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 8-K 1 a13-17866_18k.htm 8-K

 

 

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): August 5, 2013

 

OSIRIS THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-32966

 

71-0881115

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

7015 Albert Einstein Drive, Columbia, Maryland

 

21046

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (443) 545 - 1800

 

Not Applicable

(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:

 

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 240.14d-2(b))

 

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

 

On August 5, 2013, Osiris Therapeutics, Inc. (“Osiris”) issued a press release announcing its financial results for the quarterly period ended June 30, 2013, as well as other information. A copy of the Press Release, including the accompanying Financial Tables, as issued on August 5, 2013, is set forth in Exhibit 99.1 hereto.

 

The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

 

ITEM 9.01. Financial Statements and Exhibits

 

(d)           Exhibits.

 

99.1        Press Release dated August 5, 2013 and accompanying Financial Tables of the Registrant.

 

Information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based.  Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements.  Risks and uncertainties that could cause our actual results to differ materially from those anticipated in forward-looking statements, include the factors described in the sections entitled “Risk Factors” in our Annual Report on Form 10-K filed with the United States Securities and Exchange. You should not unduly rely on forward-looking statements.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

OSIRIS THERAPEUTICS, INC.

 

 

 

Dated: August 5, 2013

By:

/s/ PHILIP R. JACOBY, JR.

 

 

Philip R. Jacoby, Jr.

 

 

Chief Financial Officer (Principal Financial Officer)

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated August 5, 2013 and accompanying Financial Tables, of the Registrant.

 

4


EX-99.1 2 a13-17866_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

Osiris Therapeutics Announces Second Quarter 2013 Financial Results

 

COLUMBIA, Md. — August 5, 2013 - Osiris Therapeutics, Inc. (NASDAQ: OSIR), the leading stem cell company focused on developing and marketing products to treat medical conditions in inflammatory, cardiovascular, orthopedic and wound healing markets, announced today its results for the second quarter of 2013.

 

Highlights and Recent Developments

 

·                  Product revenue for the quarter rose to $5.3 million - up 231% from the second quarter of 2012.

 

·                  Gross profit increased to $3.8M for the quarter, on 245% from the second quarter of 2012.

 

·                  Significantly advanced our multicenter, randomized, controlled trial evaluating the efficacy and safety of Grafix® in diabetic foot ulcers — now nearing completion of patient enrollment.

 

·                  Expanded our overall commercial infrastructure, including the addition of direct sales representatives in sports medicine for Cartiform®.

 

·                  Completed a 67 patient clinical evaluation of Grafix across multiple wound types, demonstrating an overall closure rate of 81% with a 71% closure rate in difficult to treat venous leg ulcers.

 

·                  Ended the quarter with a strong cash, receivables and short-term investment position of $33.6 million.

 

“We are very pleased with the return our new sales team is delivering on our investments in commercial infrastructure as demonstrated by our continued revenue growth,” said C. Randal Mills, Ph.D., President and Chief Executive Officer of Osiris.  “We are also excited about the progress of Protocol 302, our randomized, controlled clinical trial evaluating Grafix for chronic diabetic foot ulcers.  By balancing our commercial and developmental activities, we continue to advance towards our goal of creating a profitable business in cell therapy by providing best-in-class products and service.”

 

Second Quarter Financial Results

 

Product revenues during the second quarter of 2013 were $5.3 million, compared to $1.6 million during the second quarter of 2012, an increase of 231%.  Gross margin during the second quarter was 72% compared to 66% during the second quarter of 2012.  Gross profit was $3.8 million during the second quarter of 2013 and $1.1 million during the same period of 2012. The net loss was $3.8 million in the second quarter of 2013 compared to $4.3 M during the second quarter of 2012.  As of June 30, 2013, Osiris had $33.6 million in cash, receivables and short-term investments.

 

Research and development expenses for the second quarter of 2013 were $3.3 million, decreased from the $4.1 million incurred in the second quarter of 2012. As a result of our increased commercial activity, our selling, general and administrative expenses were $4.4 million for the second quarter of 2013, compared to $1.4 million for the same period of the prior year.

 

Webcast and Conference Call

 

A webcast and conference call to discuss the financial results is scheduled for today, August 5, 2013, at 9:00 a.m. ET.  To access the webcast, visit the Investor Relations section of the company’s website at http://investor.osiris.com/events.cfm.  Alternatively, callers may participate in the conference call by dialing (877) 303-6133 (U.S. participants) or (970) 315-0493 (international participants). Note that a presentation will accompany the webcast.

 

7015 Albert Einstein Drive  ·  Columbia, Maryland  21046  · Ph 443.545.1800  ·  Fax 443.545.1701  ·  www.Osiris.com

 



 

An archive of the webcast will be available approximately two hours after the completion of the call. To access the archived webcast, visit the Investor Relations section of the company’s website at http://investor.osiris.com/events.cfm.

 

About Osiris Therapeutics

 

Osiris Therapeutics, Inc., is the leading stem cell company, having developed the world’s first approved stem cell drug, Prochymal®.  Osiris currently markets Grafix and Ovation® for wound and tissue repair, and Cartiform for cartilage repair. Osiris is a fully integrated company with capabilities in research, development, manufacturing and distribution of cell therapy products.  Osiris has developed an extensive intellectual property portfolio to protect the company’s technology, including 51 U.S. and 162 foreign patents.

 

Osiris, Prochymal, Chondrogen, Grafix, Ovation and Cartiform are registered trademarks of Osiris Therapeutics, Inc. More information can be found on the company’s website, www.Osiris.com. (OSIR-G)

 

Forward-Looking Statements

 

This press release contains forward-looking statements.  Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.  Examples of forward-looking statements may include, without limitation, statements regarding any of the following: our product development efforts; our clinical trials and anticipated regulatory requirements, and our ability to successfully navigate these requirements; the success of our product candidates in development; status of the regulatory process for our biologic drug candidates; implementation of our corporate strategy; our financial performance; our product research and development activities and projected expenditures, including our anticipated timeline and clinical strategy for mesenchymal stem cells and biologic drug candidates and marketed Biosurgery products (including Prochymal, Chondrogen®, Grafix, Ovation and Cartiform); our cash needs; patents, trademarks and other proprietary rights; the safety and ability of our products and potential products to treat disease; our ability to supply a sufficient amount of our marketed products or product candidates and, if approved or otherwise commercially available, products to meet demand; our costs to comply with governmental regulations; our plans for sales and marketing; our plans regarding facilities; types of regulatory frameworks we expect will be applicable to our products and potential products; and results of our scientific research. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements.  Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K and other Periodic Reports filed on Form 10-Q, with the United States Securities and Exchange Commission.  Accordingly, you should not unduly rely on these forward-looking statements. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.

 



 

For additional information, please contact:

 

Aziz Ahmad

Osiris Therapeutics, Inc.

(443) 545-1834

OsirisPR@Osiris.com

 



 

OSIRIS THERAPEUTICS, INC.

Condensed Balance Sheets

Amounts in thousands

 

 

 

June 30, 2013

 

December 31, 2012

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

1,579

 

$

1,854

 

Investments available for sale

 

25,626

 

32,238

 

Accounts receivable, net

 

6,406

 

3,063

 

Inventory

 

1,696

 

1,278

 

Prepaid expenses and other current assets

 

356

 

603

 

Total current assets

 

35,663

 

39,036

 

 

 

 

 

 

 

Property and equipment, net

 

2,040

 

2,111

 

Restricted cash

 

317

 

317

 

Total assets

 

$

38,020

 

$

41,464

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable, accrued expenses, and other current liabilities

 

$

6,826

 

$

4,999

 

Capital lease obligations, current portion

 

45

 

44

 

Total current liabilities

 

6,871

 

5,043

 

 

 

 

 

 

 

Long-term portion of capital lease obligations

 

140

 

162

 

Other long-term liabilities

 

329

 

369

 

Total liabilities

 

7,340

 

5,574

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock, $.001 par value, 90,000 shares authorized, 32,989 shares outstanding - 2013, 32,881 shares outstanding - 2012

 

33

 

33

 

Additional paid-in-capital

 

280,616

 

279,269

 

Accumulated other comprehensive loss

 

(86

)

(20

)

Accumulated deficit

 

(249,883

)

(243,392

)

Total stockholders’ equity

 

30,680

 

35,890

 

Total liabilities and stockholders’ equity

 

$

38,020

 

$

41,464

 

 



 

OSIRIS THERAPEUTICS, INC.

Condensed Statements of Operations

Unaudited

Amounts in thousands, except per share data

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Product revenues

 

$

5,291

 

$

1,626

 

$

9,346

 

$

2,763

 

Cost of product revenues

 

1,482

 

552

 

2,617

 

939

 

Gross profit

 

3,809

 

1,074

 

6,729

 

1,824

 

 

 

 

 

 

 

 

 

 

 

Revenue from collaborative research agreements and royalties

 

136

 

98

 

322

 

3,544

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

3,328

 

4,072

 

6,309

 

8,035

 

Selling, general and administrative

 

4,398

 

1,418

 

7,287

 

2,941

 

 

 

7,726

 

5,490

 

13,596

 

10,976

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(3,781

)

(4,318

)

(6,545

)

(5,608

)

 

 

 

 

 

 

 

 

 

 

Other income, net

 

25

 

21

 

54

 

39

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(3,756

)

(4,297

)

(6,491

)

(5,569

)

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

—

 

32

 

—

 

32

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,756

)

$

(4,265

)

$

(6,491

)

$

(5,537

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.11

)

$

(0.13

)

$

(0.20

)

$

(0.17

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares (basic and diluted)

 

32,958

 

32,860

 

32,935

 

32,845

 

 



 

OSIRIS THERAPEUTICS, INC.

Condensed Statements of Cash Flows

Unaudited

Amounts in thousands

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(6,491

)

$

(5,537

)

Adjustments to reconcile net loss to net cash used in operations:

 

 

 

 

 

Depreciation and amortization

 

369

 

348

 

Non cash share-based payments

 

766

 

687

 

Provision for bad debts

 

(25

)

11

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(3,318

)

(676

)

Inventory

 

(418

)

292

 

Prepaid expenses, and other current assets

 

247

 

(713

)

Accounts payable, accrued expenses, and other current liabilities

 

1,788

 

449

 

Deferred revenue

 

—

 

(3,333

)

Net cash used in operating activities

 

(7,082

)

(8,472

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(298

)

(38

)

Proceeds from sale of investments available for sale

 

6,600

 

7,985

 

Purchases of investments available for sale

 

(54

)

(33

)

Net cash provided by investing activities

 

6,248

 

7,914

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Principal payments on capital lease obligations

 

(22

)

—

 

Proceeds from the issuance of common stock, net

 

581

 

6

 

Net cash provided by financing activities

 

559

 

6

 

 

 

 

 

 

 

Net decrease in cash

 

(275

)

(552

)

Cash at beginning of period

 

1,854

 

1,661

 

 

 

 

 

 

 

Cash at end of period

 

$

1,579

 

$

1,109

 

 


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