10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM                      TO                     

 

Commission file number 0-14691

 


 

SENETEK PLC

(Exact name of registrant as specified in its charter)

 


 

England   77-0039728

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

620 Airpark Road, Napa, California   94558
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (707) 226-3900

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

 

At November 14, 2005, there were 60,960,624 of the registrant’s Ordinary shares outstanding.

 



Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

INDEX TO FORM 10-Q

 

QUARTER ENDED SEPTEMBER 30, 2005

 

          Page

PART I.    FINANCIAL INFORMATION     
Item 1    Financial Statements     
     Unaudited Consolidated Statements of Operations Three and Nine Months Ended September 30, 2005 and 2004    3
     Consolidated Balance Sheets September 30, 2005 (unaudited) and December 31, 2004    4
     Unaudited Consolidated Statement of Stockholders’ Deficit and Comprehensive (Loss) Income for the Nine Months ended September 30, 2005    5
     Unaudited Consolidated Statements of Cash Flows Nine Months Ended September 30, 2005 and 2004    6
     Notes to the Unaudited Consolidated Financial Statements    7
Item 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations    11
Item 3    Quantitative and Qualitative Disclosure About Market Risk    17
Item 4    Controls and Procedures    17
PART II.    OTHER INFORMATION    18
Item 1    Legal Proceedings    18
Item 6    Exhibits    18
SIGNATURES         19
EXHIBIT INDEX         20

 

2


Table of Contents

PART I FINANCIAL INFORMATION

 

SENETEK PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

 

     Three Months Ended
September 30


    Nine Months Ended
September 30


 
     2005

    2004

    2005

    2004

 

Revenues

                                

Product Sales

   $ 17     $ 158     $ 121     $ 391  

Royalties and Licensing (Note 7)

     1,627       1,365       4,240       5,819  
    


 


 


 


Total Revenue

     1,644       1,523       4,361       6,210  
    


 


 


 


Cost of Sales

                                

Products

     110       45       150       131  

Royalties and Licensing

     202       182       536       573  
    


 


 


 


Total Cost of Sales

     312       227       686       704  
    


 


 


 


Gross Profit

     1,332       1,296       3,675       5,506  
    


 


 


 


Operating Expenses:

                                

Research and Development

     454       367       1,112       1,007  

Administration, Sales and Marketing

     921       1,092       2,979       3,917  
    


 


 


 


Total Operating Expenses

     1,375       1,459       4,091       4,924  
    


 


 


 


Income (Loss) from operations

     (43 )     (163 )     (416 )     582  

Interest Income

     23       12       63       21  

Interest Expense (including amortization of debt discount)

     (209 )     (259 )     (593 )     (759 )

Other income (expense), net (Note 7)

     2       168       2       168  
    


 


 


 


Income (Loss) from continuing operations before income taxes

     (227 )     (242 )     (944 )     12  

Provision for income taxes

     (39 )     (10 )     (83 )     (19 )
    


 


 


 


Income (Loss) from continuing operations

     (266 )     (252 )     (1,027 )     (7 )

Discontinued operations (Note 6):

                                

Gain on Sale of Operations

     —         —         74       —    

Interest Income

     —         200       15       275  
    


 


 


 


Income from Discontinued Operations

     —         200       89       275  

Net Income (Loss) available to Ordinary Shareholders

   $ (266 )   $ (52 )   $ (938 )   $ 268  
    


 


 


 


Basic and Diluted Income (Loss) from Continuing Operations

   $ —       $ —       $ (0.02 )   $ —    

Basic and Diluted Income from Discontinued Operations

     —         —         (0.02 )     —    
    


 


 


 


Basic Income (Loss) per Ordinary share outstanding

   $ —       $ —       $ (0.02 )   $ —    
    


 


 


 


Weighted average Basic Ordinary shares outstanding

     60,961       60,662       60,895       59,913  

Weighted average Diluted Ordinary shares outstanding

     60,961       60,662       60,895       59,913  

 

See accompanying notes to unaudited consolidated financial statements.

 

3


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

($ in thousands, except share and per share amounts)

 

     September 30,
2005
(unaudited)


    December 31,
2004


 

ASSETS

                

Current Assets:

                

Cash and Cash Equivalents

   $ 1,660     $ 2,938  

Short Term Investments (Note 9)

     1,634       1,584  

Trade Receivables, net of allowance for doubtful accounts of $10,000 in 2005 and 2004

     1,340       1,094  

Non-trade Receivables

     36       121  

Inventory, net of reserves of $450,000 in 2005 and $404,000 in 2004 (Note 2)

     111       218  

Prepaids and Deposits

     155       295  
    


 


Total Current Assets

     4,936       6,250  

Property & Equipment—net

     473       635  

Asset held for sale

     250       250  

Goodwill

     1,308       1,308  
    


 


Total Assets

   $ 6,967     $ 8,443  
    


 


LIABILITIES AND STOCKHOLDERS’ DEFICIT

                

Current Liabilities:

                

Accounts Payable

   $ 484     $ 806  

Accrued Liabilities (Note 8)

     835       855  

Deferred Revenue and License Fees

     797       802  
    


 


Total Current Liabilities

     2,116       2,463  
    


 


Long Term Liabilities:

                

Notes Payable, net of discount of $1,265,000 in 2005 and $1,648,000 in 2004

     2,024       1,641  

Other Long Term Liabilities

     15       38  

Deferred Revenue and License Fees

     5,064       5,662  

Commitments, Contingencies and Subsequent Event (Notes 8 and 11)

                

Stockholders’ Deficit (Notes 4 and 8):

                

Ordinary shares

                

Authorized shares: $0.08 (5 pence) par value: 100,000,000; Issued and Outstanding shares at September 30, 2005 and December 31, 2004 respectively: 60,960,624 and 60,661,698

     4,919       4,892  

Share Premium

     84,749       84,701  

Accumulated Deficit

     (91,924 )     (90,986 )

Accumulated Other Comprehensive Income—Currency Translation

     4       32  
    


 


Total Stockholders’ Deficit

     (2,252 )     (1,361 )
    


 


Total Liabilities and Stockholders’ Deficit

   $ 6,967     $ 8,443  
    


 


 

See accompanying notes to unaudited consolidated financial statements.

 

4


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT AND

COMPREHENSIVE (LOSS) INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

(in thousands, except shares outstanding)

(unaudited)

 

     Ordinary
Shares


   Shares
Amount


   Share
Premium


   Accumulated
Deficit


    Accumulated
Other
Comprehensive
Income–
Currency
Translation


    Total
Stockholders’
Deficit


 

Balances, January 1, 2005

   60,661,698    $ 4,892    $ 84,701    $ (90,986 )   $ 32     $ (1,361 )

Stock Based Compensation-Fair Value of Options

   —        —        3      —         —         3  

Stock Issued for Deferred Compensation (Note 8)

   298,926      27      45      —         —         72  

Comprehensive Loss:

                                           

Net Loss

   —        —        —        (938 )     —         (938 )

Translation loss, net of tax

   —        —        —        —         (28 )     (28 )
                               


 


Total Comprehensive Loss

                        (938 )     (28 )     (966 )
    
  

  

  


 


 


Balances, September 30, 2005

   60,960,624    $ 4,919    $ 84,749    $ (91,924 )   $ 4     $ (2,252 )
    
  

  

  


 


 


 

For the nine months ended September 30, 2004 the translation loss was $(19) and total comprehensive income was $249.

 

For the three months ended September 30, 2005 the translation loss was $(1) and total comprehensive loss was $(267)

 

For the three months ended September 30, 2004 the translation gain was $2 and total comprehensive loss was $(54)

 

See accompanying notes to unaudited consolidated financial statements.

 

5


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Nine months
Ended September 30,


 
     2005

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net Income (Loss)

   $ (938 )   $ 268  

Income from Discontinued Operations

     (89 )     (275 )
    


 


Income (Loss) from Continuing Operations

     (1,027 )     (7 )

Adjustments to reconcile net income (loss) to net cash from operating activities:

                

Depreciation and amortization

     552       519  

Stock based compensation

     3       27  

Stock issued for deferred compensation

     72       —    

Changes in assets and liabilities:

                

Trade receivables

     (246 )     (921 )

Non-trade receivables

     85       13  

Inventory

     107       87  

Prepaids and deposits

     140       (129 )

Accounts payable and accrued liabilities

     (342 )     (74 )

Deferred revenue and license fees

     (603 )     4,083  
    


 


Net Cash Provided by (Used in) Continuing Operations

     (1,259 )     3,598  

Net Cash Provided by Discontinued Operations

     89       275  
    


 


Net Cash Provided by (Used in) Operating Activities

     (1,170 )     3,873  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Purchases of property and equipment

     (7 )     (15 )

Purchase of short term investments

     (50 )     (2,079 )
    


 


Net Cash Used in Investing Activities

     (57 )     (2,094 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                

Proceeds from warrant exercise

     —         628  

Payment on other long term liabilities

     (23 )     (1,623 )
    


 


Net Cash Used in Financing Activities

     (23 )     (995 )
    


 


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (1,250 )     784  

Cash and cash equivalents at the beginning of period

     2,938       1,187  

Effect of exchange rate changes on cash

     (28 )     (19 )
    


 


CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

   $ 1,660     $ 1,952  
    


 


Supplemental disclosures of cash flow information are as follows:

                

Cash Paid for:

                

Interest

   $ 140     $ 208  

Income Taxes

     7       13  

 

Non-Cash Financing Transaction:

 

During the nine months ended September 30, 2005, the Company issued 298,926 shares of common stock in settlement of approximately $72,000 of accrued liabilities associated with the termination of its Deferred Compensation Plans.

 

See accompanying notes to unaudited consolidated financial statements.

 

6


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The interim consolidated financial statements incorporate the accounts of Senetek PLC (“Senetek” or “the Company”) and its wholly-owned subsidiaries, Senetek Drug Delivery Technologies Inc. (“SDDT”), Senetek Asia (HK) Limited and Senetek Denmark ApS, corporations formed by Senetek under the laws of Delaware, Hong Kong and Denmark, respectively, and Carme Cosmeceutical Sciences Inc. (“CCSI”), a Delaware corporation formed by Senetek in 1995 when it acquired certain assets of Carme Inc. in an arms length transaction. All significant inter-company balances and transactions have been eliminated in consolidation.

 

The interim consolidated financial statements reflect all adjustments (which include only normal, recurring adjustments) which, in the opinion of management, are necessary for the fair presentation of the results of the Company at the dates of and for the periods covered by the interim financial statements. The interim consolidated financial statements have been prepared by the Company without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

 

These interim statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2004 Annual Report on Form 10-K.

 

Results of operations for the nine months ended September 30, 2005 are not necessarily indicative of results to be achieved for the full fiscal year.

 

2. Inventory, net of reserves

 

     Sep 30
2005


   December 31,
2004


     (in thousands)

Finished Goods

   $ 111    $ 125

Raw Materials

     —        93
    

  

     $ 111    $ 218
    

  

 

3. Stock Compensation Expense

 

The Company accounts for employee stock options using the intrinsic value method. If the fair value method of accounting had been applied, results would have been:

 

     Three Months ended
September 30


    Nine Months ended
September 30,


 
     2005

    2004

    2005

    2004

 

Pro forma impact of fair value method

                                

Reported net income (loss)

   $ (266 )   $ (52 )   $ (938 )   $ 268  

Less: total stock-based employee compensation expense determined under the fair value based method for all awards, net of tax

     (33 )     (116 )     (99 )     (435 )
    


 


 


 


Pro forma net income (loss)

   $ (299 )   $ (168 )   $ (1,037 )   $ (167 )
    


 


 


 


Earnings (loss) per common share

                                

Basic and diluted–as reported

   $ (0.01 )   $ (0.00 )   $ (0.02 )   $ (0.00 )

Basic and diluted–pro forma

   $ (0.01 )   $ (0.00 )   $ (0.02 )   $ (0.00 )

 

7


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4. Earnings per Share

 

Earnings per share were computed under the provisions of Statement of Financial Accounting Standards No. 128, “Earnings Per Share”. The following is a reconciliation of the numerators and denominators of basic and diluted earnings per share computations.

 

     Three Months Ended
September 30,


    Nine Months Ended
September 30,


 
     2005

    2004

    2005

    2004

 
     (in thousands)     (in thousands)  

Numerator:

                                

Basic and Diluted Income (Loss) from Continuing Operations

   $ (266 )   $ (252 )   $ (1,027 )   $ (7 )

Income from Discontinued Operations

     —         200       89       275  
    


 


 


 


Basic and Diluted Net Income (Loss)

   $ (266 )   $ (52 )   $ (938 )   $ 268  
    


 


 


 


Denominator:

                                

Basic weighted average shares outstanding

     60,961       60,662       60,895       59,913  

Stock options and warrants “in the money”-treasury stock method

     —         —         —         —    
    


 


 


 


Diluted weighted average Shares outstanding

     60,961       60,662       60,895       59,913  
    


 


 


 


 

Options and warrants to purchase 19,939,001 and 16,205,288 shares of stock were outstanding at September 30, 2005 and 2004, respectively, but were not included in the computation of diluted income (loss) per Ordinary share outstanding because the effect would have been antidilutive because of a net loss or the exercise price is currently above average closing price.

 

5. Segment Reporting

 

     Three months ended September 30, 2005

 
     Pharmaceutical

    Skincare

   Total

 
     (in thousands)  

Net revenues to external customers

   $ 318     $ 1,326    $ 1,644  

Operating (Loss) income

     (452 )     409      (43 )

Income (Loss) from continuing operations available to common shareholders before taxes

     (658 )     429      (227 )

 

     Three months ended September 30, 2004

 
     Pharmaceutical

    Skincare

   Total

 
     (in thousands)  

Net revenues to external customers

   $ 273     $ 1,250    $ 1,523  

Operating (Loss) income

     (633 )     470      (163 )

Income (Loss) from continuing operations available to common shareholders before taxes

     (724 )     482      (242 )

 

8


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

5. Segment Reporting (continued)

 

     Nine months ended September 30, 2005

 
     Pharmaceutical

    Skincare

   Total

 
     (in thousands)  

Net revenues to external customers

   $ 813     $ 3,548    $ 4,361  

Operating (Loss) income

     (1,364 )     948      (416 )

Income (Loss) from continuing operations available to common shareholders before taxes

     (1,957 )     1,013      (944 )

 

     Nine months ended September 30, 2004

     Pharmaceutical

    Skincare

   Total

     (in thousands)

Net revenues to external customers

   $ 1,060     $ 5,150    $ 6,210

Operating (Loss) income

     (1,717 )     2,299      582

Income (Loss) from continuing operations available to common shareholders before taxes

     (2,308 )     2,320      12

 

Administration, sales and marketing expenses historically have been allocated equally to each segment except for those expenses specifically related to a segment. For the nine month period ended September 30, 2004 the majority of the Company’s legal fees totaling over $800,000 were allocated to the skincare segment as they related to settlement of the OMP litigation (See Note 7) which occurred during the first quarter of 2004. For the three and nine months ended September 30, 2005, with the exception of advertising and promotion costs related to the Kinetin Plus product line which was allocated to skincare, all other costs are allocated equally to each segment.

 

6. Discontinued Operations

 

On December 31, 2002, the Company closed a transaction in which U.S. International Trading Corp (“USITC”) purchased our rights to the Mill Creek personal care line, the Silver Fox hair care line and certain other brands (excluding Dubarry) acquired by us in our 1995 asset purchase of Carme Inc. for $500,000 cash which included a 1999 deposit, and a promissory note of $2.3 million payable in 23 quarterly installments commencing September 30, 2003 towards the agreed-upon purchase price of $2.8 million.

 

Based on the prior history with the customer, the gain on the transaction will be recognized when collection is probable, which is deemed to be when cash is received. Accordingly, the original balance of the unpaid promissory note of $2.3 million was netted with the deferred gain on our balance sheet. Any gain on the transaction in excess of the initial receipts of $500,000 will be deferred until collection is deemed to be probable. All gains arising from this transaction will be classified as a component of discontinued operations.

 

On November 10, 2004, the Company and USITC entered into an agreement to restructure the note. Under the terms of the restructuring, Senetek received $1,435,000 during 2004, including $75,000 in the six months ended June 30, 2004, together with a $400,000, secured amortizing note with a term of 30 months, bearing interest at 8% per annum. Under the terms of the agreement, if USITC fails to pay any of the quarterly payments due under the new $400,000 note, all of its obligations under the original $2.3 million note, less amounts actually paid, will be reinstated and subject to acceleration for non-performance. During the nine months ended September 30, 2005, USITC made the two scheduled payments totaling approximately $89,000 under the $400,000 note agreement. The third payment was received subsequent to September 30, 2005 and will be recorded in the fourth quarter of 2005.

 

As of September 30, 2005 and December 31, 2004, USITC owes Senetek $70,000 related to minimum royalties owed to the Company on Dubarry products. The Company has established a reserve of 100% of the royalties due.

 

7. Litigation Settlement

 

In March 2004, the Company announced that it had settled all litigation pending between Senetek and OMP, Inc. Under the terms of the settlement, in exchange for Senetek releasing all claims which were or could have been asserted against OMP, Senetek received $1.5 million in April 2004 and will receive up to an additional $500,000 based on future sales in Japan of skin care products containing Kinetin under the Obagi name. Under the terms of the settlement, OMP will have the ongoing non-exclusive right to market and sell specified Obagi-K products containing Kinetin in Japan limited to its existing channel of trade. The Company has recognized the $1.5 million as royalty income in the six months ended June 30, 2004 and will recognize additional royalty income from OMP, up to $500,000, as product is sold by OMP in normal recurring royalty payments. During the quarter and nine months ended September 30, 2005, the Company recognized normal recurring royalty income from OMP of approximately $24,000 and $84,000 compared to $57,000 and $107,000 in each of the 2004 corresponding periods.

 

In September 2004, the Company settled a lawsuit brought in June 2003 against Eagle-Picher Technologies Inc. and an affiliate for non-performance under a 1998 manufacturing contract for its Chemsyn Laboratories Division to supply an active ingredient in Senetek’s erectile dysfunction drug Invicorp®. Under the settlement terms, Senetek received a lump sum payment of $235,000 on December 1, 2004, in release of all claims. The settlement, net of legal fees incurred during the third quarter of 2004, is included in other income (expense) for the period ended September 30, 2004.

 

8. Contractual Obligations

 

In January 2004, the Company established Deferred Compensation Plans (the “Plans”) for the board of directors and the executive officers of the Company. Under the terms of the Plans, the quarterly stipends of certain directors and 10% of the salaries of executive officers’ for 2004 were to be paid in stock. The Plans were terminated effective December 31, 2004 and in March 2005 the Company issued 298,926 shares of stock due under the terms of the Plans.

 

In March 2005, the Company and its former Executive Vice President and General Counsel reached an agreement whereby effective March 31, 2005, his employment contract was terminated. In connection with that agreement, the Company has agreed to pay the former employee’s salary and health benefits through August 2005. The Company has recorded the approximately $115,000 cost of the employee’s departure, including future benefits, as an Administrative, Sales and Marketing expense in the nine months ended September 30, 2005.

 

9


Table of Contents

SENETEK PLC AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9. Short-Term Investments

 

Short-term investments represent certificate of deposits with various financial institutions totaling $1,634,000 and $1,584,000 at September 30, 2005 and December 31, 2004. Each certificate of deposit has a principal balance of $99,000 or less and is outstanding for a period of approximately 95 to 180 days. At September 30, 2005 and December 31, 2004 the Company classified all of its investments as available-for-sale. The fair market value approximates the cost and it is the intent of the Company to hold these investments until they mature.

 

10. Subsequent events

 

On October 26, 2005, the Company entered into a settlement agreement terminating the lease of its administrative offices. In conjunction with the settlement agreement, the Company will pay $200,000 in exchange for the termination of the lease effective November 30, 2005.

 

The Company entered into a new lease for its administrative offices effective December 1, 2005. The lease has a term of 27 months and a monthly rent of $4,017.

 

11. New Accounting Pronouncements

 

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123(R) (revised 2004), “Share-Based Payment,” which is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation.” Statement 123(R) supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

 

On April 14, 2005, the SEC announced a deferral of the effective date of Statement 123(R) for calendar year companies until the beginning of 2006. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt Statement 123(R) on January 1, 2006.

 

Statement 123(R) permits public companies to adopt its requirements using one of two methods:

 

  1. A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.

 

  2. A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

 

We plan to adopt Statement 123 using the modified-prospective method. As permitted by Statement 123, we currently account for share-based payments to employees using Opinion 25’s intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)’s fair value method could have a significant impact on our results of operations, although it will have no impact on our overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. Statement 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as required under current literature.

 

10


Table of Contents
Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the preceding consolidated financial statements and notes thereto and with the Company’s audited financial statements, notes to the consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations relating thereto included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “2004 Annual Report”).

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements herein which are not of historical fact may constitute such forward-looking statements. In particular, words such as “may”, “could”, “would”, “should”, “can,” “might”, “expect”, “estimate”, “project”, “anticipate” and the like identify the statement to which they refer as forward-looking. Forward-looking statements by their nature involve substantial uncertainty, and actual results may differ materially from those expressed in such statements. Important factors identified by the Company that it believes could result in such material differences are described in Item 1 of the Company’s 2004 Annual Report in the sections titled “Competition”, “Government Regulation” and “Intellectual Property” on pages 11 through 15, in Item 1 of the 2004 Annual Report, “Risk Factors”, on pages 16 through 19 and in Item 7 of the 2004 Annual Report, “Management’s Discussion and Analysis of Results of Operations and Financial Condition”, on pages 29 through 40. However, the Company can give no assurance that it has identified all of the important factors that may result in material differences between actual results and its forward-looking statements, and the Company assumes no obligation to correct or update any forward-looking statements which may prove to be inaccurate, whether as a result of new information, future events or otherwise, except as may be required in connection with future reports of the Company pursuant to the Securities Exchange Act of 1934, as amended.

 

RESULTS OF OPERATIONS

 

Significant Trends

 

During the quarter ended September 30, 2005 compared to 2004, revenue increased and operating expenses were lower resulting in a decreased operating loss. Revenue improvements were primarily attributable to the Company’s increased focus on the skincare business and increased royalties from monoclonal antibodies. For the nine months ended September 30, 2005 compared to 2004, our revenues were lower primarily due to receipt in the first half of 2004 of the $1.5 million in settlement of the OMP litigation. Our operating expenses for the first nine months of 2005 were lower than the first nine months of 2004 due to the decline in legal fees resulting from the settlement of the OMP litigation in 2004. When taken together, the net result of these changes was a reduction in operating and net income for the nine months ended September 30, 2005 compared to 2004. The $1,228,000 reduction in our cash, cash equivalents and short term investments during the nine months ended September 30, 2005 was the result of the net loss of $938,000 for the period combined with working capital changes.

 

     Three Months Ended
September 30


    Nine Months Ended
September 30


 
     2005

    2004

    2005

    2004

 

Revenues

   $ 1,644     $ 1,523     $ 4,361     $ 6,210  

Gross Profit

   $ 1,332     $ 1,296     $ 3,675     $ 5,506  

Gross Profit Percentage

     81.0 %     85.1 %     84.3 %     88.7 %

Operating (Loss) Income

   $ (43 )   $ (163 )   $ (416 )   $ 582  

Net (Loss) Income

   $ (266 )   $ (52 )   $ (938 )   $ 268  

 

     September 30,
2005


    Dec. 31,
2004


Current Ratio

     2.33       2.54

Reduction in Cash and Investments

   $ (1,228 )   $ N/A

 

11


Table of Contents

REVENUES (Continuing Operations)

 

Summary of Revenues for the three and nine months ended September 30,

 

     Three Months Ended
September 30


   % change
in 2005


    Nine Months Ended
September 30


   % change
in 2005


 
     2005

   2004

     2005

   2004

  
     ($ in thousands)  

Segment

                                        

Skincare

                                        

Royalties from Licensing

   $ 1,314    $ 1,099    19.6 %   $ 3,451    $ 4,785    (27.9 )%

Product Sales

     12      151    (92.1 )%     97      365    (73.4 )%
    

  

        

  

      

Total Skincare

     1,326      1,250    6.1 %     3,548      5,150    (31.1 )%
    

  

        

  

      

Pharmaceutical

                                        

Royalties on Antibodies

     314      266    18.0 %     789      1,035    (23.8 )%

Sales of ED Products

     4      7    (42.9 )%     24      25    (4.0 )%
    

  

        

  

      

Total Pharmaceutical

     318      273    16.5 %     813      1,060    (23.3 )%
    

  

        

  

      

Total Revenue

   $ 1,644    $ 1,523    7.9 %   $ 4,361    $ 6,210    (29.8 )%
    

  

        

  

      

 

For the three months ended September 30, 2005 compared to September 30, 2004, the 6.1% increase in skincare revenue is primarily the result of an increase in royalty income from Valeant Pharmaceuticals International of approximately $230,000 offset, in part, by a decrease in royalties from Revlon of approximately $87,000. Royalties and product sales from various licensees in Europe and Asia accounted for the remaining increase in skincare revenue during the third quarter of 2005 compared to 2004.

 

The 31.1% decrease in skincare revenue for the nine months ended September 30, 2005 compared to 2004 was primarily due to a non recurring item, the receipt of $1.5 million from OMP in settlement of litigation during the quarter ended March 31, 2004. Excluding the $1.5 million OMP settlement, product sales and royalty revenue from skincare products would have been $3,650,000 in the nine months ended September 30, 2004, approximately 2.9% higher than the level in the first nine months of 2005. Excluding the OMP settlement, the slight decrease in 2005 revenue resulted primarily from a $433,000 reduction in royalty revenue from The Body Shop and a $156,000 reduction in royalties from Revlon, offset by an increase in total revenue from Valeant of approximately $547,000.

 

The amended license agreement signed with Valeant in August 2003 allows Valeant to manufacture its own products containing Kinetin in exchange for a higher royalty on Kinetin products manufactured by Valeant. Valeant began manufacturing its own products in early 2004. The decrease in skincare product sales during the nine months ended September 30, 2005 compared to 2004 was due to the change that allowed Valeant to manufacture its own Kinetin products. The corresponding increase in royalty income from Valeant during the three and nine months ended September 30, 2005 compared to 2004 resulted from the higher royalty rate provided by the amended license and from an overall increase in Valeant’s sales of Kinetin products.

 

The decrease in royalties from The Body Shop during 2005 compared to 2004 is primarily considered to be temporary and is related to the timing of when orders were received and when product was manufactured for The Body Shop. The decrease in Revlon’s royalty income in 2005 compared to 2004 is primarily the result of lower unit sales and the mix of product sold by Revlon as they phase out certain product lines.

 

For the three and nine months ended September 30, 2005 compared to 2004, the 16.5% increase and the 23.3% decrease respectively in sales of and royalties on pharmaceutical products was due primarily to sales fluctuations under an amended agreement with Signet, effective April 2004, relating to sales and marketing of diagnostic monoclonal and polyclonal antibodies. Under the new agreement with Signet, which was expected to create added incentives for Signet to increase sales, the Company expects to generate a more consistent quarterly royalty stream. Under the previous agreement, the Company earned a higher royalty rate but on a lower base of revenue. In connection with the amended Signet agreement, we are now responsible for a larger portion of the license fee due to RFMH, the entity from which the Company licenses the rights to the antibodies. The new license agreement with Signet is expected to result in higher revenue, but also is expected to result in a higher cost of sales. Our gross profit dollars on an annual basis from the revenue of antibodies is expected to be approximately the same after April 2004 as it was before that date, but our gross profit percentage will be lower after the amendment with Signet as compared to before. Under the terms of the Signet agreement, Signet has guaranteed a certain level of revenue to retain exclusivity for the licensing of these antibodies. Additionally, our overall sales and gross profit could fluctuate as the sales of antibodies follow sales patterns determined by project driven research conducted by unrelated organizations and, as a result, demand for antibodies is subject to significant fluctuation.

 

12


Table of Contents

COST OF GOODS SOLD

 

Summary of Cost of Goods Sold for the three and nine months ended September 30,

 

     Three Months Ended
September 30


    %
change
in 2005


    Nine Months Ended
September 30


    %
change
in 2005


 
     2005

    2004

      2005

    2004

   
     ($ in thousands)  

Segment

                                            

Skincare

   $ 136     $ 76     78.9 %   $ 230     $ 230     —   %

Pharmaceutical

     176       151     16.6 %     456       474     (3.8 )%
    


 


       


 


     

Total

   $ 312     $ 227     37.4 %   $ 686     $ 704     (2.6 )%
    


 


       


 


     

As a % of Skincare Revenue

     10.3 %     6.1 %           6.5 %     4.5 %      

As a % of Pharmaceutical Revenue

     55.4 %     55.3 %           56.1 %     44.7 %      

As a % of Total Revenue

     19.0 %     14.9 %           15.7 %     11.3 %      

 

Cost of sales for the nine months ended September 30, 2005, which primarily consists of royalty fees, was $18,000 and 2.6% lower than the comparable period in 2004. Cost of sales as a percentage of total revenue increased to 15.7% in the nine months ended September 30, 2005 compared to 11.3% in 2004. The increase in cost of sales to total revenue percentage is mainly due to the $1.5 million one time OMP settlement included in 2004 revenues. The decrease in actual cost of sales during 2005 was due to lower sales of skincare products, slightly lower royalty revenue from antibodies in the Pharmaceutical Segment, offset in part by an increase in expense relating to an inventory reserve against our Kinetin plus raw materials. We typically earn a lower gross margin on product sales than we do on royalty income; additionally the royalty expense on pharmaceutical royalty income is substantially greater than the royalty expense related to skincare royalty income.

 

OPERATING EXPENSES

 

Research and Development

 

Summary of Research and Development for the three and nine months ended September 30,

 

     Three Months Ended
September 30


    %
change
in
2005


    Nine Months Ended
September 30


    %
change
in 2005


 
     2005

    2004

      2005

    2004

   
     ($ in thousands)  

Segment

                                            

Skincare

   $ 319     $ 158     101.9 %   $ 827     $ 462     79.0 %

Pharmaceutical

     135       209     (35.4 )%     285       545     (47.7 )%
    


 


       


 


     

Total

   $ 454     $ 367     23.7 %   $ 1,112     $ 1,007     10.4 %
    


 


       


 


     

As a % of Skincare Revenue

     24.1 %     12.6 %           23.3 %     9.0 %      

As a % of Pharmaceutical Revenue

     42.4 %     76.6 %           35.1 %     51.4 %      

As a % of Total Revenue

     27.6 %     24.1 %           25.5 %     16.2 %      

 

Research and Development expenditures for the first nine months of 2005 were $1,112,000, an increase of 10.4% from $1,007,000 in the first nine months of 2004. The increase was the result of a 79.0% increase in expenditures related to the Skincare Segment resulting from the establishment and commencement of our own dedicated research and development space in Denmark during the fourth quarter of 2004 and increased work on the testing of Zeatin and other skincare compounds. The 47.7% decrease in expenditures associated with our Pharmaceutical Segment was directly attributed to our June 2004 license agreement with Ardana Biosciences, Ltd. Under this agreement, Ardana agreed to undertake primary responsibility for the regulatory approval process of Invicorp. Beginning in the second quarter of 2005, Ardana has undertaken almost full responsibility for all costs associated with Invicorp. During the quarter ended September 30, 2005, as a result of the change, 70% of our research costs were related to skincare compared to 43% in 2004. We expect that the majority of our future research and development expenditures will focus on the skincare segment.

 

13


Table of Contents

Administration, Sales and Marketing

 

Summary of Administration, Sales and Marketing for the three and nine months ended September 30,

 

     Three Months Ended
September 30


    %
change
in 2005


    Nine Months Ended
September 30


    %
change
in 2005


 
     2005

    2004

      2005

    2004

   
     ($ in thousands)  

Segment

                                            

Skincare

   $ 462     $ 546     (15.4 )%   $ 1,543     $ 2,159     (28.5 )%

Pharmaceutical

     459       546     (15.9 )%     1,436       1,758     (18.3 )%
    


 


       


 


     

Total

   $ 921     $ 1,092     (15.7 )%   $ 2,979     $ 3,917     (24.0 )%
    


 


       


 


     

As a % of Skincare Revenue

     33.9 %     43.7 %           43.5 %     41.9 %      

As a % of Pharmaceutical Revenue

     144.3 %     200.0 %           176.6 %     165.9 %      

As a % of Total Revenue

     56.0 %     71.7 %           68.3 %     63.1 %      

 

Administration, Sales and Marketing Expenses historically have been allocated equally to each Segment except for those expenses specifically related to a segment. For the nine month period ended September 30, 2004, the majority of the Company’s legal fees totaling over $800,000 were allocated to the skincare segment as they related to settlement of the OMP litigation which occurred during the first quarter of 2004. The overall decrease in Administration, Sales and Marketing expenses during the nine months ended September 30, 2005 in comparison to the 2004 period is directly attributable to a reduction in legal fees of over $700,000. For the three and nine months ended September 30, 2005, with the exception of advertising and promotion costs related to the Kinetin Plus product line (all allocated to skincare), all other costs are allocated equally to each segment.

 

For the three and nine months ended September 30, 2005 and 2004, the following Administration, Sales and Marketing expenses were incurred:

 

     Three Months

   Nine Months

 
     2005

    2004

   2005

    2004

 
     ($ in thousands)  

Expense Category

                               

Payroll, Benefits and Consulting

   $ 337     $ 413    $ 1,231     $ 1,354  

Legal and Other Professional Fees

     252       269      608       1,390  

Rent and Office Expenses

     160       225      430       545  

Insurance-Liability

     87       98      274       287  

Travel and Related

     63       46      178       200  

Advertising

     14       5      143       49  

Depreciation and Other Non-cash Expenses

     30       33      115       105  

Other

     (22 )     3      (22 )     (13 )
    


 

  


 


Total

   $ 921     $ 1,092    $ 2,957     $ 3,917  
    


 

  


 


 

During the nine months ended September 30, 2005, payroll costs include approximately $115,000 of severance payments for an officer who departed in March 2005. Legal and professional fees were higher in the nine months ended September 30, 2004 compared to 2005 due to the OMP litigation that was settled in the first quarter of 2004. In the nine month period up to September 30, 2005 the Company has incurred $106,000 related to the promotion of its proprietary product line Kinetin Plus.

 

14


Table of Contents

OPERATING (LOSS) INCOME

 

Operating loss for the first nine months of 2005 totaled $(416,000) compared to an operating income of $582,000 in the first nine months of 2004.

 

The operating loss in the Pharmaceuticals Segment for the first nine months of 2005 totaled $(1,364,000), representing a decreased loss of 20.6% from $(1,717,000) in the first nine months of 2004. The decrease in operating loss results from lower Research and Development costs of $260,000 and lower Administrative, Sales and Marketing Costs of $323,000 offset by decreased gross profit from monoclonal antibodies revenue of approximately $232,000.

 

Operating income in the Skincare Segment for the first nine months of 2005 totaled $948,000, a decrease of 58.8% from $2,299,000 in the first nine months of 2004. This decrease is directly related to the decreased revenues of approximately $1.8 million, primarily from the OMP settlement which resulted in a one-time revenue item of $1.5 million in the first nine months of 2004, partially offset by lower legal fees from the settlement of the OMP litigation.

 

OTHER INCOME AND EXPENSE

 

In April 1999, we issued $7,389,000 in aggregate principal amount of secured promissory notes. In connection with the issuance of these promissory notes, the Company issued Series A, B and C warrants purchasing an aggregate of 3 million Ordinary shares at $1.20 per share, 3.3 million ordinary shares at $1.50 per share and 1.2 million ordinary shares at $2.00 per share. The Series A, B and C warrants originally expired 10 years from the date of issuance, April 14, 2009. The estimated fair value of the warrants was recorded as notes payable discount and is being amortized as additional interest expense over the terms of the promissory notes. On June 20, 2001 under an amendment to the Securities Purchase Agreement, the maturity of these notes was extended to April 2004. During 2003 and 2004, the Company further amended the promissory notes and Series A, B and C warrants, including making principal payments of $4.1 million and extending the maturity date of the notes to April 2007. As of September 30, 2005, the remaining unpaid principal balance of $3,289,000 bears interest at 8.5% and is due April 1, 2007. The notes require semi annual payment of interest only until maturity and are secured by all assets of the Company. At the Company’s option, interest may be paid in cash or in Ordinary shares of Senetek.

 

The primary component of other income and expense is interest expense related to the above mentioned secured promissory notes. Interest expense, including both cash based payments and amortization of the discounts on the notes payable, has declined as a result of the approximately $4.1 million of principal payments made between September 2003 and September 2004. Total interest expense was $593,000 and $758,000 for the nine months ended September 30, 2005 and 2004. The amortization of the discount on the notes, which is included in interest expense, amounted to $383,000 for 2005 compared to $414,000 for 2004. Our annual interest expenses related to cash payments due under the notes will continue to be approximately $280,000 until the notes mature in April 2007. The annual interest expense associated with the amortization of the notes payable discount will increase on an annual basis until the notes mature in April 2007 as a result of the use of the effective interest method.

 

TAXATION

 

Gross deferred tax assets, which approximated $31.7 million at December 31, 2004, are largely unchanged at September 30, 2005. The gross deferred tax assets relate to substantial cumulative net operating losses incurred and are 100% reserved as realization has not been considered more probable than not. Although the Company has large tax loss carryforwards, the income tax expense in 2005 is related to estimated alternative minimum tax.

 

DISCONTINUED OPERATIONS

 

On December 31, 2002, the Company closed a transaction in which USITC purchased our rights to the Mill Creek personal care line, the Silver Fox hair care line and other brands acquired by us in our 1995 acquisition of Carme Inc. (referred to hereafter as the intellectual property) for $500,000 cash including a 1999 deposit, and a promissory note of $2.3 million payable in 23 quarterly installments commencing September 30, 2003 towards the agreed-upon purchase price of $2.8 million.

 

On November 10, 2004, the Company and USITC entered into an agreement to restructure the note. Under the terms of the restructuring, Senetek received $1,435,000 during 2004, including $75,000 in the six months ended June 30, 2004, together with a $400,000, thirty month, secured amortizing note bearing interest at 8% per annum. Under the terms of the agreement, if USITC fails to pay any of the quarterly payments due under the new $400,000 note, all of its obligations under the original $2.3 million note, less amounts actually paid, will be reinstated and subject to acceleration for non-performance. During the nine months ended September 30, 2005, USITC made the two scheduled payments totaling approximately $89,000 under the $400,000 note agreement. The third scheduled payment was received subsequent to September 30, 2005 and will be recorded in the fourth quarter of 2005.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our current ratio at September 30, 2005 is 2.33 compared to 2.54 at December 31, 2004. As of September 30, 2005 our liquid position, represented by cash, cash equivalents and short term investments totaled $3,294,000, a decrease of $1,228,000 from December 31, 2004. The decrease was primarily caused by the net loss for the nine months ended September 30, 2005 of $938,000 and the net effect of changes in working capital. The continued strength of our balance sheet will depend upon our ability to increase our revenue base and maintain, if not reduce, our operating expenses. If this does not happen, our current cash position and our current ratio could quickly decline.

 

On August 5, 2005 Senetek and Valeant Pharmaceuticals International agreed to an amendment (the “Amendment”) to their license agreement, originally dated as of August 1, 2003.

 

The terms and conditions of the Amendment that are material to Senetek may be summarized as follows:

 

    Valeant is granted exclusive worldwide marketing rights and manufacturing rights to Zeatin and similar rights to Kinetin, subject only to existing rights of present licensees of Kinetin;

 

    Senetek will receive minimum annual royalty payments of $6 million in contract year 2006, $7 million in contract year 2007, and $8 million in contract years 2008 through 2010, subject to a royalty credit to Valeant of $250,000 per quarter in consideration of previous payments; and

 

    Senetek will receive additional royalty payments at an agreed royalty rate for all net sales of products containing Kinetin or Zeatin exceeding certain agreed minimum thresholds.

 

Our other most significant expenditure commitments are our research agreements, consulting agreements, employment agreements and property leases, whose details are outlined in the footnotes to the consolidated financial statements included in the 2004 Form 10-K.

 

Based upon projected operating results for the year and the Company’s ability to manage discretionary expenditures, the Company presently believes it will have adequate cash in the remainder of 2005 to fund its operations. The Company is not anticipating any significant capital expenditures in the fourth quarter of 2005 other than the payments associated with the lease termination as discussed in Note 10 to the unaudited consolidated financial statements included herein. Furthermore, the minimum annual royalty payment that the Company will receive under the amended Valeant agreement in 2006 should result in an improved cash flow and we anticipate having adequate cash in 2006 to fund our operations. Should the Company be faced with significant cash requirements in connection with gaining regulatory approvals of its products currently in development or in connection with protecting its patents or defending against patent infringement litigation, the Company’s capital resources might be inadequate to fund its capital needs. Additionally, if the Company were to engage in a business combination transaction, our current cash position could be adversely impacted and our need for additional financing accelerated, although the impact of any such transaction cannot be evaluated at this time.

 

The Company’s ability to obtain additional borrowings may be limited. Although the current note agreements allow the Company to secure from new or existing creditors total debt up to $15 million on terms pari passu with the current note holders, all assets of the Company have been pledged or granted as security to secure the Company’s obligations to the current note holders, potentially making it more difficult to secure additional borrowings. In the event that the Company were to be unable to generate adequate cash flow from it operations or from the sale of securities, the Company’s financial position and business could be adversely affected if it were unable to arrange debt financing on acceptable terms.

 

15


Table of Contents

Critical Accounting Policies

 

A “critical accounting policy” is one which is both important to the portrayal of the Company’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit the definition of critical accounting policies. The critical accounting policies were discussed with the audit committee.

 

Revenue Recognition

 

Revenue from the sale of the Company’s skincare products and of its Erectile Dysfunction product, Invicorp, is recognized at the time of shipment, which is when legal title and risk of loss is transferred to the Company’s customers, and is recorded at the net invoiced value of goods supplied to customers after deduction of sales and value added tax where applicable. Royalties received from our licensee, Signet, on their sale of monoclonal antibodies, are recognized based upon a percentage of actual Signet sales pursuant to the contract terms. After the contract was amended in April 2004, Senetek shares in a greater percentage of the sales made by Signet up to $2 million and a lower percentage on Signet sales in excess of $2 million. Upfront license fees received from the licensing of manufacturing and distribution rights for our skincare products are deferred and recognized as revenue is earned, which is generally on a straight-line basis over the life of the contract. Royalties from the Company’s skincare licensees are recognized based on estimates that approximate the point products have been sold by the licensees. The Company receives sales reports from the licensee and based upon this information, plus subsequent cash receipts, records royalty revenue. Royalty revenue is generally paid by the Licensee within 60 days of quarter end. Estimates are adjusted to reflect actual results within one quarter of product shipment. Historically, license revenue has not differed significantly from management’s estimates.

 

Impairment of Goodwill and Other Long-lived Assets

 

We assess the impairment of goodwill and other long-lived assets such as property and equipment and other intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the following:

 

    Significant underperformance relative to expected historical or projected future operating results;

 

    Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;

 

    Significant negative industry or economic trends.

 

When we determine that the carrying value of goodwill and other long-lived assets and property and equipment may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model.

 

We review the carrying value of the Company’s property and equipment and intangible assets for impairment in value whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. The determination of fair value is a critical and complex consideration when assessing impairment that involves significant assumptions and estimates. These assumptions and estimates are based on our best judgments.

 

Income Taxes

 

As a result of our historical losses, we have significant deferred tax assets that could be utilized if we generate future taxable income and are otherwise required to pay income taxes. However, pursuant to the “change in ownership” provisions of the Tax Reform Act of 1986, utilization of our net operating loss (“NOL”) carryover may be limited if a cumulative change of ownership of more than 50% occurs within any three-year period. We have not determined if such a change in ownership has occurred or the amount of the loss carryover limitation, if any. Additionally, the Company could be subject to Alternative Minimum Tax which limits its ability to offset taxable income with NOL carryovers. We believe that our current business model will ultimately lead to sustained profitability and that the deferred tax asset will have value, but due to our lack of profitable historical operating history, potential limitations on usage of operating losses and general uncertainty, we provided for a 100% valuation allowance against our entire deferred tax asset. Should our operating results and analysis of “change in ownership” provisions indicate that our profitability is more likely than not to lead to the utilization of all or a portion of the deferred tax asset, we will reverse all or a portion of our valuation allowance. Subsequent changes to the estimated net realizable value of the deferred tax asset could cause our provision for income taxes to vary significantly from period to period, although our cash tax payments would remain unaffected until the benefit of the NOL is utilized, assuming that a “change in ownership” does not limit those losses.

 

16


Table of Contents

ADOPTION OF NEW ACCOUNTING STANDARDS

 

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123(R) (revised 2004), “Share-Based Payment,” which is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation.” Statement 123(R) supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

 

On April 14, 2005, the SEC announced a deferral of the effective date of Statement 123(R) for calendar year companies until the beginning of 2006. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt Statement 123(R) on January 1, 2006.

 

Statement 123(R) permits public companies to adopt its requirements using one of two methods:

 

  1. A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.

 

  2. A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

 

We plan to adopt Statement 123 using the modified-prospective method. As permitted by Statement 123, we currently account for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)’s fair value method could have a significant impact on our results of operations, although it will have no impact on our overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. Statement 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as required under current literature.

 

Item 3: Quantitative and Qualitative Disclosures About Market Risk

 

As our existing long term debt is all fixed rate, our primary market risks include currency exchange rate variability. The Company currently does not enter any foreign currency hedging transactions to protect against currency fluctuations against the U.S. dollar.

 

We believe that fluctuations in currency exchange rates in the near term would not materially affect our consolidated operating results, financial position or cash flows as we have limited risks related to interest rate and currency exchange rate fluctuations.

 

Item 4: Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures.

 

Within the 90-day period prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

 

(b) Changes in Internal Controls.

 

There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

 

17


Table of Contents

PART II OTHER INFORMATION

 

Item 1: LEGAL PROCEEDINGS

 

On September 13, 2005, Senetek PLC filed suit in the Superior Court of California for the County of Los Angeles against Bachem Inc., doing business as Bachem California. The suit alleges fraud and negligent misrepresentation by Bachem in connection with its production and sale to Senetek in 1997 of an active pharmaceutical ingredient. The suit seeks a jury trial and damages in an unspecified amount.

 

Item 6. EXHIBITS

 

10.87    Amendment to the License Agreement between Senetek PLC and Valeant Pharmaceuticals International (incorporated by reference to Exhibit 10.87 to the Company’s Current Report of Form 8-K filed on August 11, 2005)
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification of Acting Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

18


Table of Contents

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.

 

SENETEK PLC
(Registrant)

By:

  /s/ FRANK J. MASSINO
   

Frank J. Massino

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer)

 

Date: November 14, 2005

 

By:

  /s/ Stewart W. Slade
   

Stewart W. Slade

Acting Chief Financial Officer

 

Date: November 14, 2005

 

19


Table of Contents

EXHIBIT INDEX

 

Number

  

Description


10.87    Amendment to the License Agreement between Senetek PLC and Valeant Pharmaceuticals International (incorporated by reference to Exhibit 10.87 to the Company’s Current Report of Form 8-K filed on August 11, 2005)
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.