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 JUNE 30, 2008

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.)
831 A Latour Court, 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer  ¨        Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company   x
      (Do not check if a smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ¨     No   x

Number of Ordinary Shares outstanding as of June 30, 2008: 7,645,802

 

 

 


Table of Contents

SENETEK PLC

INDEX TO FORM 10-Q

QUARTER ENDED JUNE 30, 2008

 

          Page
PART I.    FINANCIAL INFORMATION    3
Item 1    Financial Statements    3
   Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007    3
   Condensed Consolidated Balance Sheets as of June 30, 2008, and December 31, 2007    4
   Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Loss for the six months ended June 30, 2008    5
   Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007    6
   Notes to the Condensed Consolidated Financial Statements    7
Item 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations    14
Item 3    Quantitative and Qualitative Disclosures About Market Risk    20
Item 4 (T)    Controls and Procedures    20
PART II.    OTHER INFORMATION    21
Item 2    Unregistered Sales of Equity Securities and Use of Proceeds    21
Item 6    Exhibits    21
SIGNATURES    22

 

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PART I - FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

SENETEK PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended
June 30
    Six Months Ended
June 30
 
     2008     2007     2008     2007  

Revenues

        

Royalties and licensing fees

   $ 520     $ 471     $ 842     $ 991  

Fully paid license

     —         —         —         24,750  

Product sales

     171       —         290       38  
                                

Total revenue

     691       471       1,132       25,779  
                                

Cost of sales

        

Royalties and licensing

     228       193       353       352  

Fully paid license

     —         —         —         569  

Product sales

     32       —         57       15  
                                

Total cost of sales

     260       193       410       936  
                                

Gross profit

     431       278       722       24,843  
                                

Operating expenses

        

Research and development

     329       278       575       564  

Administration, sales and marketing

     1,087       749       3,000       1,435  
                                

Total operating expenses

     1,416       1,027       3,575       1,999  
                                

Operating (loss) income

     (985 )     (749 )     (2,853 )     22,844  

Interest income

     70       305       229       352  

Interest expense

     —         —         —         (34 )

Goodwill impairment

     —         —         —         (1,308 )

Other income, net

     1,192       3       1,192       1,323  

Loss on disposal of assets

     —         —         —         (5 )
                                

Income (loss) from continuing operations before income taxes

     277       (441 )     (1,432 )     23,172  
                                

Provision for income taxes

     (20 )     —         (68 )     (1,925 )
                                

Income (loss) from continuing operations

     257       (441 )     (1,500 )     21,247  
                                

Discontinued operations

        

Gain on sale of operations

     —         43       —         86  

Interest income

     —         1       —         3  
                                

Income from discontinued operations

     —         44       —         89  
                                

Net income (loss) attributable to ordinary stockholders

   $ 257     $ (397 )   $ (1,500 )   $ 21,336  
                                

Per share basic amounts:

        

Income (loss) from continuing operations

   $ 0.03     $ (0.06 )   $ (0.20 )   $ 2.79  

Income from discontinued operations

     —         0.01       —         0.01  
                                

Per share basic amounts

   $ 0.03     $ (0.05 )   $ (0.20 )   $ 2.80  
                                

Weighted average basic ordinary shares outstanding

     7,646       7,620       7,646       7,620  

Per share diluted amounts:

        

Income (loss) from continuing operations

   $ 0.03     $ (0.06 )   $ (0.20 )   $ 2.78  

Income from discontinued operations

     —         0.01       —         0.01  
                                

Per share diluted amounts

   $ 0.03     $ (0.05 )   $ (0.20 )   $ 2.79  
                                

Weighted average diluted ordinary shares outstanding

     7,646       7,673       7,646       7,647  

See accompanying notes.

 

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SENETEK PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

     June 30,
2008
(Unaudited)
    December 31,
2007
 

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 17,803     $ 19,979  

Trade receivables (net of allowance for doubtful accounts of $185 in 2008 and 2007)

     505       169  

Non-trade receivables

     188       119  

Inventory

     166       140  

Prepaid expenses and deposits

     163       158  
                

Total current assets

     18,825       20,565  

Property and equipment—net

     147       152  
                

Total assets

   $ 18,972     $ 20,717  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities

    

Accounts payable

   $ 843     $ 751  

Accrued liabilities

     558       1,158  

Deferred license fee

     172       187  

Income tax payable

     69       38  
                

Total current liabilities

     1,642       2,134  
                

Deferred license fee

     674       760  

Commitments, contingencies and subsequent events

     —         —    

Stockholders’ equity

    

Ordinary shares

    

Common stock, $0.80 (40 pence) par value; shares authorized: 100,000,000; issued and outstanding: 7,645,802 at June 30, 2008, and December 31, 2007

     4,940       4,940  

Share premium

     85,380       85,050  

Accumulated deficit

     (73,710 )     (72,210 )

Accumulated other comprehensive income—translation adjustments

     46       43  
                

Total stockholders’ equity

     16,656       17,823  
                

Total liabilities and stockholders’ equity

   $ 18,972     $ 20,717  
                

See accompanying notes.

 

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SENETEK PLC

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND

COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2008

(In thousands, except ordinary shares)

(Unaudited)

 

     Ordinary
Shares
   Shares
Amount
   Share
Premium
   Accumulated
Deficit
    Accumulated
Other
Compre-
hensive
Income
   Net
Stockholders’
Equity
 

Balances January 1, 2008

   7,645,802    $ 4,940    $ 85,050    $ (72,210 )   $ 43    $ 17,823  

Stock based compensation expense related to employee and Director stock options

   —        —        330      —         —        330  

Comprehensive (loss) income:

                

Net loss attributable to ordinary stockholders

   —        —        —        (1,500 )     —        (1,500 )

Translation adjustments

   —        —        —        —         3      3  
                      

Total comprehensive loss

   —        —        —        —         —        (1,497 )
                                          

Balances June 30, 2008

   7,645,802    $ 4,940    $ 85,380    $ (73,710 )   $ 46    $ 16,656  
                                          

For the six months ended June 30, 2007, the comprehensive income related to translation adjustment was $4 and total comprehensive income was $21,340.

For the three months ended June 30, 2008, the comprehensive loss related to translation adjustment was $2 and total comprehensive income was $255.

See accompanying notes.

 

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SENETEK PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Six Months Ended
June 30
 
     2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net (loss) income

   $ (1,500 )   $ 21,336  

Gain from sale of discontinued operations

     —         (86 )

Interest income from discontinued operations

     —         (3 )
                

(Loss) income from continuing operations

     (1,500 )     21,247  

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

    

Loss on disposal of assets

     —         5  

Depreciation and amortization

     30       37  

Goodwill impairment

     —         1,308  

Stock based compensation

     330       75  

Changes in assets and liabilities:

    

Trade receivables

     (336 )     1,362  

Non-trade receivables

     (69 )     (148 )

Inventory

     (26 )     1  

Prepaid expenses and deposits

     (5 )     5  

Accounts payable and accrued liabilities

     (508 )     (361 )

Deferred revenue and license fees

     (101 )     (3,836 )

Income taxes

     31       525  
                

Net cash (used in) provided by continuing operations

     (2,154 )     20,220  

Net cash provided by discontinued operations

     —         3  
                

Net cash (used in) provided by operating activities

     (2,154 )     20,223  
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Proceeds from sale of discontinued operations

     —         86  

Purchases of property and equipment

     (25 )     (5 )
                

Net cash (used in) provided by investing activities

     (25 )     81  
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Retirement of bank line of credit

     —         (1,500 )

Effect of exchange rate changes on cash

     3       4  
                

Net cash provided by (used in) financing activities

     3       (1,496 )
                

Net change in cash and cash equivalents

     (2,176 )     18,808  

Cash and cash equivalents at the beginning of period

     19,979       3,368  
                

Cash and cash equivalents at the end of period

   $ 17,803     $ 22,176  
                

See accompanying notes.

 

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SENETEK PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)

 

1. Description of Business

Senetek PLC is a life sciences company engaged in the development of technologies that target the science of healthy aging.

Senetek PLC, together with its subsidiaries (the “Company” which may be referred to as “Senetek”), is a public limited company organized under the laws of England in 1983. Senetek has three wholly-owned subsidiaries, Senetek Drug Delivery Technologies Inc. (“SSDT”) and Carmé Cosmeceutical Sciences Inc. (“CCSI”), both Delaware corporations, and Senetek Denmark ApS, formed by Senetek under the laws of Denmark.

For detailed financial information, please consult the Company’s consolidated financial statements included in its 2007 10-K Report.

The Company’s corporate website is located at www.senetekplc.com. Its Annual Reports on Form 10-K for the 2007 fiscal year, in addition to its interim financial reports on Form 10-Q for fiscal 2008 and 2007, are available on its website, and SEC filings will similarly be available as soon as practicable after they are filed with the SEC. Its other SEC filings may be obtained from the Company in electronic or paper format free of charge by writing the Company at ir@senetek.net or at Investor Relations, 831 Latour Court, Napa, California, 94558.

 

2. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X for smaller reporting companies. The condensed consolidated balance sheet at December 31, 2007, has been derived from the audited consolidated balance sheet at that date. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position and the results of operations and cash flows for the six months ended June 30, 2008 and 2007. The interim results of operations are not necessarily indicative of the results that may be expected for the full fiscal year.

Stock-Based Compensation: The Company follows the guidance of SFAS No. 123(R), “Share-Based Payment”, which requires it to record compensation expense for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remained outstanding at the date of adoption. Under SFAS No. 123(R) companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company has selected the Black-Scholes-Merton option-pricing formula and straight-line amortization of compensation expense over the requisite service period of the grant.

The Company will reconsider use of this model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in Senetek’s financial statements and notes thereto. On a regular basis, management evaluates these estimates and assumptions. Actual results may differ materially from these estimates.

 

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Examples of significant estimates and assumptions made by management involve the establishment of provisions for bad debt, the determination of fair value of stock compensation awards, realizability of deferred tax assets, and impairment of long lived assets.

Fair Value of Financial Instruments: The carrying value of cash and cash equivalents, accounts receivable, prepaid assets, accounts payable and accrued liabilities approximates fair value because of the short maturity of these financial instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

Recent Accounting Pronouncements: In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivatives Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 requires enhanced disclosures about a company’s derivative and hedging activities. For Senetek, SFAS No. 161 is effective for financial statements issued for the fiscal year beginning January 1, 2009. The Company is currently evaluating the impact of the adoption of SFAS No. 161 and does not expect adoption to have a material impact on results of operations, cash flows or financial position.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities. SFAS No. 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company is currently evaluating the impact of adoption of SFAS No. 162 and does not expect adoption to have a material impact on results of operations, cash flows or financial position.

 

3. License Revenues

For the three months ended June 30, 2008 and 2007, the Company recorded $459,000 and $428,000, respectively, in royalty revenues related to its agreement with Covance Antibody Services, Inc. (“Covance”). For the six months ended June 30, 2008 and 2007, the Company recorded $739,000 and $763,000, respectively, in royalty revenues from Covance. Under this agreement, the Company is entitled to receive from Covance 60% of the first $2,000,000 in annual net sales of licensed products and 35% thereafter. Should Covance not attain annual minimum sales of $1,880,000, it is obligated to pay Senetek 33% of the shortfall. In any case, the Company is entitled to a minimum in total payments from Covance of $860,000 per year.

Under the Company’s license agreement with the Research Foundation of Mental Hygiene (“RFMH”), RFMH is entitled to receive from Senetek 27% of Covance’s net sales of licensed products, with a minimum annual total of $430,000.

On March 30, 2007, Senetek terminated its existing license agreement with Valeant Pharmaceuticals (“Valeant”) and entered into a new license acquisition agreement with Valeant (“License Acquisition Agreement”). Under the terms of the License Acquisition Agreement, the Company granted Valeant a paid up license for its Kinetin and Zeatin compounds and assigned to Valeant future royalties from other Kinetin license agreements to which it was a party, in return for a cash payment of $21 million, a waiver of $6 million in future marketing credits the Company otherwise would have owed Valeant, and a right to share in future royalties due Valeant from other Kinetin licensees through 2011. As a result of the Valeant transaction, goodwill of $1,308,000 was determined to be impaired and concurrently written off in March 2007.

At June 30, 2008, Senetek has remitted to Valeant all Kinetin royalties received from licensees.

On June 27, 2008, Senetek reached an agreement to terminate its marketing agreement with Triax Aesthetics, LLC (“Triax”), the privately-held specialty pharmaceuticals marketer which Senetek licensed in August 2007 to sell a line of skincare products featuring Senetek's new Pyratine-6™ active ingredient in the ethical channel of distribution. The terms include settlement payments totaling $1,125,000 from Triax and a service provider, return of all intellectual property, product inventory and promotional materials, access and ownership of all accounts opened, remittance of all proceeds of product sales through the agreement termination date, rights to use the Triax Aesthetics name for one year in conjunction with sales of existing packaged product inventory; and a non-competition agreement from Triax and certain related parties prohibiting them from selling any topical non monograph products used for antiaging purpose and/or in connection with acne rosacea for a period of two years.

As a result of this agreement, the Company has assumed control of all sales and marketing of Pyratine-6™.

 

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Pursuant to a letter dated June 30, 2008, Senetek terminated its license agreement (“Invicorp Agreement”) with Ardana Bioscience Limited (“Ardana”) with respect to the Company’s Invicorp® (erectile dysfunction) product as a result of Ardana’s announcement on June 27, 2008, that it had ceased trading operations and entered voluntary administration in the United Kingdom. As a result of the cessation of Invicorp® sales by Ardana, the Company will no longer receive royalties from Ardana. Prior to the termination, Senetek had received royalties totaling $2,000 for the six months ended June 30, 2008. No royalties had been received prior to 2008.

 

4. Inventory

Inventories, consisting of raw materials, work in process and finished goods, are stated at standard cost. Standard cost is determined using the average costing method. Inventories are valued at the lower of cost or market.

Reserves for slow moving and obsolete inventories are developed based on historical experience, product demand and shelf life of a product. The Company continuously evaluates the adequacy of inventory reserves and makes adjustments to the reserves as required. At June 30, 2008, and December 31, 2007, it was determined that no reserve for inventory was required.

 

     June 30,
2008
   December 31,
2007
     ($ in thousands)

Raw materials

   $ 103    $ 68

Work in process

     34      50

Finished goods

     29      22
             

Total inventory

   $ 166    $ 140
             

 

5. Stock Compensation Expense

The following table summarizes stock-based compensation expense related to employee and Director stock options under SFAS No. 123(R) for the three and six months ended June 30, 2008 and 2007, which was allocated as follows:

 

     Three Months Ended June 30    Six Months Ended June 30
     2008    2007    2008    2007

Stock Based Compensation Expense (in thousands):

           

Administration, sales and marketing

   $ 173    $ 36    $ 328    $ 73

Research and development

     1      1      2      2
                           

Stock-based compensation expense included in operating expenses and net income

   $ 174    $ 37    $ 330    $ 75
                           

As of June 30, 2008, the unrecorded deferred stock-based compensation balance related to stock options was $895,000 and is expected to be recognized over a weighted average period of 3.33 years. As of June 30, 2007, the unrecorded deferred stock-based compensation balance related to stock options was $145,000.

Stock Option Plans

The Company has three share-based plans under which non-qualified stock options have been granted to employees, non-employees and board members. The Company is also authorized, under its Articles of Association and applicable laws and rules, to grant equity-based incentives such as stock options or restricted stock, outside of shareholder approved plans by action of its Board of Directors.

In May 2006, the Company adopted the Senetek Equity Plan providing for issuance of non-qualified options and restricted stock to employees, non-employees and board members. In June 2008, 40,000 stock options were granted at $1.55 per share, the closing price on the grant date, with an average fair value of $1.00 per share. In January 2008, 458,750 stock options were granted at a price of $2.50 per share, the closing stock price on the grant date, with an average fair value of $1.59 per share. Also in January 2008, 238,600 stock options were granted at a price of $2.50 per share, the closing stock price on the grant date, with an average fair value of $1.66 per share. No grants were made in 2007. A total of 1,007,162 stock options and 25,781 restricted shares have been granted to date, net of forfeitures.

 

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There are two expired share option plans (Plan 1 and Plan 2) under which stock options to employees, non-executive Directors and consultants had previously been issued. Both share option plans expired in December 2005. Options issued under the two expired plans remain in place, subject to the original terms of each plan. No stock options or restricted stock were issued from Plan 1 or Plan 2 for the six months ended June 30, 2008 or 2007, and no stock options were exercised. During the six months ended June 30, 2008, no options granted under Plans 1 and 2 expired.

Outstanding Options:

At June 30, 2008, 1,007,162 stock options with a weighted average exercise price of $2.33 were outstanding under the Senetek Equity Plan, of which 252,464 stock options with a weighted average exercise price of $2.25 were exercisable.

At June 30, 2008, 121,875 stock options with a weighted average exercise price of $6.89 were outstanding under Plan 1, all of which were exercisable.

At June 30, 2008, 75,000 stock options with a weighted average exercise price of $6.01 were outstanding under Plan 2, all of which were exercisable.

The intrinsic value of the Company’s outstanding vested stock options in the Senetek Equity Plan, Plan 1 and Plan 2 at June 30, 2008, was $0 as the exercise prices of such options exceeded the market price of the Company’s stock.

The fair value of option grants is estimated on the date of grant using either the binomial or Black-Scholes-Merton model to value its stock options based on their terms and conditions. For options granted during the three months ended June 30, 2008, the fair value was determined using the Black-Scholes-Merton model. Assumptions used to fair value options granted during the three months ended June 30, 2008, were volatility of 78.2%, risk free investment rate of 3.73%, expected life of 7 years and no dividend yield. The stock-based compensation balance is adjusted for estimated forfeitures of 2%, based on historical pre-vesting forfeitures. The Company uses a 0% forfeiture rate for options granted to its Chief Executive Officer.

 

6. Earnings per Ordinary Share

Earnings per share were computed under the provisions of SFAS No. 128, “Earnings per Share”. Basic earnings per share are computed using the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of dilutive stock options and warrants using the treasury stock method. Options and warrants to purchase Ordinary shares totaling 1,591,537 and 1,062,342, were outstanding at June 30, 2008 and 2007, respectively.

Options and warrants to purchase Ordinary shares totaling 1,591,537 for the three and six months ended June 30, 2008, respectively, and 661,563 and 687,344 for the three and six months ended June 30, 2007, respectively, were excluded in the computation of diluted earnings from continuing operations and discontinued operations per Ordinary share because the effect of such inclusion would have been antidilutive.

 

7. Segment Reporting and Concentration of Risk

Senetek is a life science product development company engaged in developing and marketing proprietary products that fulfill important unmet consumer needs related to aging. Its business is comprised of two business segments: dermatological/skincare compounds principally addressing photoaging and other skincare needs (“Skincare”); and pharmaceuticals, currently principally those addressing sales of monoclonal antibodies, sexual dysfunction and drug delivery of liquid injectable products (automatic injectors) (“Pharmaceutical”). The Company’s organization is structured in a functional manner.

 

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Financial information regarding the operating segments was as follows:

 

     Three Months Ended June 30, 2008     Three Months Ended June 30, 2007  

Thousands of dollars

   Skincare     Pharma-
ceutical
    Total     Skincare     Pharma-
ceutical
    Total  

Revenues

   $ 214     $ 477     $ 691     $ 43     $ 428     $ 471  

Cost of sales

     37       223       260       —         193       193  
                                                

Gross profit

   $ 177     $ 254       431     $ 43     $ 235       278  
                                                

Gross profit percentage

     83 %     53 %     62 %     100 %     55 %     59 %

Unallocated operating expenses

         1,416           1,027  
                        

Operating loss

       $ (985 )       $ (749 )
                        

 

     Six Months Ended June 30, 2008     Six Months Ended June 30, 2007  

Thousands of dollars

   Skincare     Pharma-
ceutical
    Total     Skincare     Pharma-
ceutical
    Total  

Revenues

   $ 376     $ 756     $ 1,132     $ 25,014     $ 765     $ 25,779  

Cost of sales

     62       348       410       590       346       936  
                                                

Gross profit

   $ 314     $ 408       722     $ 24,424     $ 419       24,843  
                                                

Gross profit percentage

     84 %     54 %     64 %     98 %     55 %     96 %

Unallocated operating expenses

         3,575           1,999  
                        

Operating (loss) income

       $ (2,853 )       $ 22,844  
                        

For the six months ended June 30, 2008, revenues from outside the United States (principally Greece) were 3%. For the six months ended June 30, 2007, revenues from outside the United States (principally the United Kingdom) were less than 1%.

Two customers accounted for 67% and 8% of revenues for the six months ended June 30, 2008. The same two customers accounted for 3% and less than 1% of revenues for the six months ended June 30, 2007.

Two customers accounted for 89% and 8% of accounts receivable at June 30, 2008. The same two customers accounted for 89% and 0% of accounts receivable at June 30, 2007.

Senetek has a research and development laboratory in Aarhus, Denmark. At June 30, 2008 and 2007, property and equipment, net of accumulated depreciation, at this location was valued at $132,000 and $153,000, respectively.

 

8. Discontinued Operations

On December 31, 2002, the Company closed a transaction in which the United States International Trading Corporation (“USITC”) purchased its rights to the Mill Creek personal care line, the Silver Fox hair care line and other brands acquired by Senetek in its 1995 acquisition of Carmé Inc. Based on the prior history with the customer, the gain on the transaction was recognized when collection was probable, which was deemed to be when cash was received. All gains arising from this transaction were classified as a component of discontinued operations. In 2007, Senetek received $89,000 in payments comprised of $86,000 in principal and $3,000 in interest. Concurrent with the June 30, 2007, payment, the note was paid in full.

 

9. Commitments and Contingencies

(a) Research and Commercial Agreements

Under an agreement extending through December 31, 2008, with the Institute of Experimental Botany, Senetek paid $80,000 and $90,000 in 2008 and 2007, respectively, to support the Institute’s continued research on certain cytokinins as well as additional research into other classes of naturally-derived cytokinins. The Company is currently negotiating to extend the existing agreement under substantially similar economic terms to include cytokinin research as well as additional therapeutic categories.

 

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In April 2005, the Company entered into an amendment of the agreement with RFMH, under which the licenses on all existing monoclonal antibody cell lines and any new cell lines were extended through July 10, 2011 with a minimum guaranty of royalty receipts to RFMH of $430,000 per year through the new term of the license. In connection therewith, the Company entered into a new agreement with Signet Laboratories Inc. (“Signet”), effective as of April 1, 2005 for its continued manufacture, marketing and sale of all monoclonal antibodies produced from the cell lines licensed by RFMH on revised royalty terms but subject to a guaranty that the Company’s net revenue from such sales would not be significantly less than under the original agreement, for the term of the new agreement.

In May 2006, the Company agreed to the assignment of the Signet agreement to Covance in conjunction with Covance’s acquisition of Signet, on substantially the same terms, with a minimum guaranty of royalty receipts to Senetek of $860,000 per year through the term of the license.

(b) Litigation and Settlements

On June 27, 2008, Senetek reached an agreement to terminate its marketing agreement with Triax for Pyratine-6™, the terms of which include settlement payments totaling $1,125,000 from Triax and a service provider, return of all intellectual property, product inventory and promotional materials, access and ownership of all accounts opened, remittance of all proceeds of product sales through the agreement termination date, rights to use the Triax Aesthetics name for one year in conjunction with sales of existing packaged product inventory; and a non-competition agreement from Triax and certain related parties prohibiting them from selling any topical non monograph products used for antiaging purpose and/or in connection with acne rosacea for a period of two years. The settlement in included in other income at June 30, 2008.

On March 16, 2007, the Company received $1,320,000 in settlement of claims against a professional services provider for past performance related matters. The Company recorded the settlement as other income in the quarter ended March 31, 2007. In conjunction with the settlement, the Company recorded approximately $10,000 in related legal costs and expenses.

(c) Employment Contracts

The Company has an employment agreement dated November 1, 1998 with Mr. Frank J. Massino, the Company’s Chairman and Chief Executive Officer, as amended effective June 30, 2000, October 31, 2002, January 1, 2003 and April 2006. The agreement and amendments provide for a perpetual three-year term and an annual salary of $340,000 per annum subject to discretionary increases by the Compensation Committee from time to time. Mr. Massino’s base salary was increased from $360,000 for 2007 to $370,000 as of January 1, 2008. The contract also provides for an automobile allowance of $1,000 per month and reimbursement of related automobile operating expenses. Under the agreement, Mr. Massino is entitled to an annual bonus, to be determined by the Compensation Committee, and is eligible to participate in the Company’s management bonus plan, if any.

In the event that Mr. Massino’s employment is terminated by the Company (other than for “permanent disability” or “cause”, as such terms are defined in the agreement) or by Mr. Massino for “good reason” (as defined in the agreement), Mr. Massino would become entitled to a lump sum payment equal to the product of multiplying his base salary (and a deemed bonus, if any, as determined in accordance with the agreement) by three (i.e., the number of years remaining under the “evergreen” provisions of his employment agreement). Further, in such circumstance, all unvested and/or unexercisable options held by Mr. Massino would become immediately vested and exercisable. The agreement also provides for payment upon consummation of certain changes of control (as defined below), provided that the Company would not be required, on a change of control, to pay Mr. Massino any amounts that would constitute an “excess parachute payment” under the Internal Revenue Code. For purposes of the employment agreement with Mr. Massino, a “Change of Control” would include, among other events set forth in that agreement, (i) a sale, lease or transfer of all or substantially all of its assets, (ii) the adoption by its shareholders of a plan relating to Senetek’s liquidation or dissolution, (iii) Senetek’s merger or consolidation, following which its shareholders immediately prior to such event hold less than 50% of the voting power of the surviving or resulting corporation, (iv) an acquisition by an individual or group of more than 50% of the Company’s voting securities, and (v) a change in the Board of Directors that results in less than a majority of the Board being comprised of Directors that have served on the Board of Directors for at least 12 months or who were approved by a majority of the Board at the time of their election or appointment.

The Company has a payment agreement dated March 5, 2007, with Mr. William O’Kelly, the Company’s Chief Financial Officer, which requires the Company to make certain severance payments to Mr. O’Kelly in the event his employment is terminated under certain circumstances. If: (A) following a Change of Control, the Company does not retain Mr. O’Kelly as Chief Financial Officer or he is not offered a position of equivalent authority by the Company or a successor enterprise or (B) Mr. O’Kelly does not continue his employment with the Company or a successor enterprise after a relocation, then, in either such event, the Company will continue to pay him his base salary as at the date of the Change of Control or relocation for a period of six months following his separation from the Company or the successor enterprise.

 

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The Compensation Committee believes the change in control provisions for the Chief Executive Officer and the Chief Financial Officer are appropriate because neither individual would likely be retained in the event of such a transaction and the provision of change in control benefits serves as an incentive in the best interest of shareholders if such a transaction is under consideration.

The Company has a severance agreement dated May 27, 2008, with Mr. Phillip Rose, the Company’s Chief Operating Officer, which provides for payment of two months base salary in the event Mr. Rose is terminated for any reason other than cause.

(d) Indemnifications

Under its Articles of Association, the Company is required to indemnify its officers and Directors for all costs, losses and liabilities they may incur as a result of the officer or Director’s serving in such capacity subject to statutory restrictions. The term of the indemnification period is for the officer or Director’s lifetime.

The maximum potential amount of future payments the Company could be required to make under the indemnification provisions contained in its Articles of Association is unlimited except as provided by applicable law. However, the Company has a Director and Officers’ liability insurance policy that limits its exposure and enables it to recover all or a portion of any future amounts paid by the Company to indemnify a Director or officer. As a result of its insurance policy coverage, management believes the estimated fair value of these indemnification obligations is minimal and has no liabilities recorded for these agreements as of June 30, 2008.

The Company enters into indemnification provisions under its agreements with other companies in its ordinary course of business, typically with licensees, research institutes at which studies are conducted, landlords, investment bankers and financial advisers. Under these provisions the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of their performance of such agreements except in cases of their negligence or default. These indemnification provisions often include indemnifications relating to representations made by the Company, including those with regard to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. In some cases, the Company has obtained insurance providing coverage for losses such as these, against which the Company has agreed to indemnify a third party. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions generally is limited. The Company has not incurred material costs in connection with defending these indemnification agreements. As a result, management believes the estimated fair value of these obligations is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of June 30, 2008.

(e) Other

In August 2007, the Company signed a lease for office space that it currently occupies. The lease is for a two year period from March 2008 to February 2010. Minimum annual non-cancelable rent under the lease is approximately $48,000.

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the information in this Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “potential,” “believe,” “estimate,” “intends” and “continue” or similar words. You should read statements that contain these words carefully because they: (i) discuss management’s expectations about Senetek’s future performance; (ii) contain projections of its future operating results or of its future financial condition; or (iii) state other “forward-looking” information. There will be events in the future that the Company is not able to predict or over which it has no control, which may adversely affect its future results of operations, financial condition or stock price. The risk factors described in this Form 10-Q, as well as any cautionary language in this Form 10-Q, provide examples of risks, uncertainties and events that may cause the Company’s actual results to differ materially from the expectations described in its forward-looking statements. You should be aware that the occurrence of any of the risks, uncertainties, or events described in this Form 10-Q could seriously harm Senetek’s business and that, upon the occurrence of any of these events, the price of its securities could decline. All forward-looking statements included in this Form 10-Q are based on information available to the Company on the date hereof. Senetek assumes no obligation to update any such forward-looking statements except as may be required in connection with future reports of the Company pursuant to the Securities Exchange Act of 1934.

Company Overview

Senetek PLC is a life sciences company engaged in the development of technologies that target the science of healthy aging. Its business is comprised of two segments, Skincare and Pharmaceutical.

The Skincare segment is comprised of:

 

  •  

Pyratine-6™, one of Senetek’s second generation cytokinins for the treatment of aging skin. In August 2007, the Company entered into a marketing agreement with Triax to sell a line of skincare products featuring Senetek's new Pyratine-6™ active ingredient in the ethical channel of distribution in the United States and its territories, Canada and select Middle East countries.

On June 27, 2008, Senetek reached an agreement to terminate its marketing agreement with Triax for Pyratine-6™, the terms of which include settlement payments totaling $1,125,000 from Triax and a service provider, return of all intellectual property, product inventory and promotional materials, access and ownership of all accounts opened, remittance of all proceeds of product sales through the agreement termination date, rights to use the Triax Aesthetics name for one year in conjunction with sales of existing packaged product inventory; and a non-competition agreement from Triax and certain related parties prohibiting them from selling any topical non monograph products used for antiaging purpose and/or in connection with acne rosacea for a period of two years.

As a result of this agreement, the Company has assumed control of all sales and marketing of Pyratine-6™.

Senetek is actively pursuing additional commercial opportunities for Pyratine-6™ in other channels of distribution and geographies.

 

  •  

4HBAP, a proprietary second generation aromatic cytokinin. Representing a new classification of cytokinins, 4HBAP has successfully completed clinical tests for the treatment of photodamaged skin and its effect on the reduction of erythema. Senetek is currently seeking commercial opportunities for various market channels and geographies.

 

  •  

Kinetin, Senetek’s first generation cytokinin is an essential plant growth factor that retards senescence of plants and delays age-related changes in cultured human skin cells. Through March 30, 2007, Senetek licensed Kinetin to 10 companies, including Valeant, Revlon and The Body Shop in various channels of distribution and geographies and licensed Zeatin, Kinetin’s analog, exclusively to Valeant. On March 30, 2007, Senetek terminated its existing license agreement with Valeant and entered into a new license acquisition agreement with Valeant (“License Acquisition Agreement”). Under the terms of the License Acquisition Agreement, the Company granted Valeant a paid up license for its Kinetin and Zeatin compounds and assigned to Valeant future royalties from other Kinetin license agreements to which it was a party, in return for a cash payment of $21 million, a waiver of $6 million in future marketing credits the Company otherwise would have owed Valeant, and a right to share in future royalties due Valeant from other Kinetin licensees through 2011.

 

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The Pharmaceutical segment is comprised of:

 

 

•

 

Invicorp®, a highly safe and effective treatment for erectile dysfunction (“ED”), a condition affecting more than 100 million men worldwide. Invicorp® is targeted for the moderate-to-severe ED market as the therapy of choice for second-line ED treatment. Invicorp® has received marketing authorization in Denmark and in England on a named-patient basis. Additionally, Invicorp® has been approved in New Zealand. Senetek has entered into exclusive licensing and collaborative marketing agreements for the commercialization of Invicorp® with Plethora Solutions for the U.S. market.

Pursuant to a letter dated June 30, 2008, Senetek terminated its Invicorp Agreement with Ardana as a result of Ardana’s announcement on June 27, 2008, that it had ceased trading operations and entered voluntary administration in the United Kingdom. As a result of the cessation of Invicorp® sales by Ardana, the Company will no longer receive royalties from Ardana. Prior to the termination, it had received royalties totaling $2,000.

 

 

•

 

Reliaject®, a unique auto-injector system employing an ultra-fine gauge needle preset to achieve the appropriate penetration prior to drug flows, thereby reducing reliance upon the patient’s technique for accuracy and safe delivery. In March 2006, Ranbaxy Pharmaceuticals Inc. purchased from Senetek all of its patents, trademarks and automated manufacturing equipment for the Reliaject® device. The Company received a $500,000 down-payment and under the terms of the sale agreement, is to receive additional payments based on regulatory approvals and cumulative sales milestones. In addition, the Company is to receive a specified percentage (similar to a set royalty) for a period of 15 years on Ranbaxy's and its licensees' quarterly net sales in North America of Reliaject® pre-filled with epinephrine and other parenteral drugs. Percentages will be negotiated on its net sales in any other markets for which it may be licensed and on its net sales in North America of Reliaject® pre-filled with non-scheduled parenteral drugs. Under the agreement, Ranbaxy assumed all expenses of further product development, regulatory approvals and product marketing. To date, the Company has not received any additional payments or royalties.

 

  •  

Diagnostic monoclonal antibodies, used in Alzheimer’s and other disease research, which the Company licenses from RFMH and sells to Covance Antibody Services Inc.

 

  •  

A royalty-based license for RNA interference from the Institute of Bio-Organic Chemistry of the Polish Academy of Science (“PAS”). This agreement grants Senetek the exclusive rights to anti-cancer technology for the treatment of brain tumors using RNA interference technology to inhibit the production of tenascin-C, whose expression has been indicated to correlate with the grade of malignancy of brain tumors. Recently the technology has been applied to patients with glioblastoma multiforme, a severe form of brain tumor. Initial results have been promising.

In the case of emerging skincare and dermatological therapeutic products, the Company may opt to enter marketing collaborations where it will potentially benefit from a higher percentage of revenues; to develop or co-develop its own distribution capability within certain channels which can be efficiently serviced without significant infrastructure or enter license agreements whereby the licensee assume responsibility for marketing and government approvals within their respective licensed territories.

In the case of Invicorp® and monoclonal antibodies, the Company’s commercial partners have undertaken full responsibility for sales, distribution and marketing, as well as regulatory compliance. In the case of cancer therapy, the Company intends to partner with a pharmaceutical or an RNA specialty company to fund development and marketing costs.

The Company conducts research and development of new skincare products at its dedicated laboratory facility in Aarhus, Denmark. In addition, it leverages its research and development staff and resources through research agreements with third-party consultants, clinicians and research scientists having particular expertise in its areas of interest.

The markets in which the Company competes are highly competitive. The Company continuously strives to make advances and compete based on forward-looking technology, superior performance and quality, and by identifying and developing products that will achieve competitive advantage.

Historically, Senetek derived substantially all revenues from royalty based licensing arrangements. As a result of the License Acquisition Agreement with Valeant in the first quarter of 2007, Senetek now has a strong balance sheet. The Company is positioned to transition from a license model to business models that deliver higher revenues, higher margin potential, and long-term brand value.

 

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Overview of Operating Results

In August 2007, Senetek entered into an agreement with Triax granting Triax an exclusive license for Pyratine-6™ in the ethical market channel in the United States and its territories, Canada and select Middle East countries. On June 27, 2008, Senetek reached an agreement to terminate its marketing agreement with Triax for Pyratine-6™, the terms of which include settlement payments totaling $1,125,000 from Triax and a service provider, return of all intellectual property, product inventory and promotional materials, access and ownership of all accounts opened, remittance of all proceeds of product sales through the agreement termination date, rights to use the Triax Aesthetics name for one year in conjunction with sales of existing packaged product inventory; and a non-competition agreement from Triax and certain related parties prohibiting them from selling any topical non monograph products used for antiaging purpose and/or in connection with acne rosacea for a period of two years.

As a result of this agreement, the Company has assumed control of all sales and marketing of Pyratine-6™. Senetek is actively pursuing additional commercial opportunities for Pyratine-6™ in other channels of distribution and geographies.

Clinical trials for another compound, 4HBAP, supported its use in the treatment of photodamaged skin and its effect on the reduction of erythema. Senetek is actively pursuing commercial opportunities for 4HBAP. A number of other biologically active new compounds have advanced in clinical testing and trial.

The gross profit rate for the second quarter of 2008 was 62% compared to 59% for the second quarter of 2007. Skincare gross profit for the three months ended June 30, 2008, increased $134,000 as compared to the three months ended June 30, 2007, as a result of the new Pyratine-6™ product sales in the current quarter. Pharmaceutical gross profit for the three months ended June 30, 2008, increased $19,000 as compared to the three months ended June 30, 2007, as a result of the increased Covance sales.

The Company’s operating expenses for the six months ended June 30, 2008, increased 79% as compared to the six months ended June 30 2007, principally a result of the amortization of $926,000 of marketing fees paid under the Triax agreement prior to its cancellation, combined with increased stock compensation costs of $255,000 as compared to the same period in the prior year. In addition, as a result of taking over the sales and marketing of Pyratine-6™, payroll, recruiting and relocation expenses increased $146,000, consultancy fees increased $41,000, and promotional expenses increased $59,000 in the current year as compared to the same period in the prior year. Senetek expects to increase investment in research and development of new skincare products and increase sales and marketing expenses for Pyratine-6™ and other new compounds. The Company’s operating expenses are expected to rise as a result of this investment.

Senetek’s operating loss for the six months ended June 30, 2008, was $2,853,000 as compared to operating income of $22,844,000 for the six months ended June 30, 2007. The large decrease in 2008 is due to the amortization of the Triax marketing fee in 2008 coupled with higher revenue in 2007 from the License Acquisition Agreement with Valeant.

On March 16, 2007, the Company received $1,320,000 in settlement of claims against a professional services provider for past performance related matters. The Company has recorded the settlement as other income in 2007. Other income for the six months ended June 30, 2008, primarily consists of the Triax settlement payment.

Liquidity and Capital Resources

As of June 30, 2008, Senetek’s principal sources of liquidity consisted of cash and cash equivalents of $17,803,000. Through the end of 2008, the Company expects to use cash to fund operations. Management believes the Company’s cash and cash equivalents will be sufficient to meet its working capital needs for at least the next twelve months. Should the Company be faced with currently unanticipated significant cash requirements in connection with protecting its patents or defending against patent infringement litigation, the Company’s present capital resources might be inadequate to fund its capital needs. Additionally, if the Company were to engage in a business combination transaction, its current cash position could be adversely impacted and its need for additional financing accelerated, although the impact of any such transaction cannot be evaluated at this time.

Net cash used by continuing operating activities totaled $2,154,000 for the six months ended June 30, 2008, compared to net cash provided by continuing operating activities of $20,220,000 for the six months ended June 30, 2007. The change is primarily attributed to the March 30, 2007, completion of a License Acquisition Agreement with Valeant. The Company expects to use cash in continuing operating activities for the remainder of 2008. However, it expects this trend will begin to reverse in 2009 as the Company anticipates that Skincare revenues and associated cash collections will increase as a result of the sales of Pyratine-6™.

 

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Cash and cash equivalents decreased to $17,803,000 at June 30, 2008, from $22,176,000 at June 30, 2007, principally reflecting net cash used in operations since the completion of the License Acquisition Agreement with Valeant which provided $21 million in cash in the first quarter 2007.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles for interim period financial reports. Management reviews the accounting policies used in reporting Senetek’s financial results on a regular basis. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates processes used to develop estimates, including those related to the allowance for doubtful accounts, sales reserves, depreciation and amortization, contingencies, deferred tax assets, and other assets. Estimates are based on historical experience, expectations of future results, and on various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates due to actual outcomes being different from those on which assumptions were based. Management, on an ongoing basis, reviews these estimates and judgments. Senetek’s Board of Directors reviews any changes in the Company’s methodology for arriving at its estimates, and discusses the appropriateness of any such changes with management and its independent auditors on a quarterly basis.

You should read Item 7 of Senetek’s Annual Report on Form 10-K for the year ended December 31, 2007, for information pertaining to its critical accounting policies, which include the following:

 

  •  

Revenue recognition;

 

  •  

Impairment evaluation on goodwill and other long-lived assets, including other intangible assets;

 

  •  

Income taxes;

 

  •  

Stock compensation

There have been no changes to Senetek’s critical accounting policies since December 31, 2007, the date of its audited financial statements.

Results of Operations for the three and six months ended June 30, 2008 and 2007

This data has been derived from the statements of operations elsewhere in this Form 10-Q and in the 2007 10-K. The operating results for any period should not be considered indicative of results for any future period. This information should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and in the Annual Report on Form 10-K for the year ended December 31, 2007.

 

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Revenues for the three and six months ended June 30

 

     Three Months Ended June 30    Six Months Ended June 30

Thousands of dollars

   2008    % change     2007    2008    % change     2007
Segment                
Skincare                

Royalties from licensing

   $ 43    0 %   $ 43    $ 86    (62 )%   $ 226

Fully paid license revenue

     —      n/a       —        —      n/a       24,750

Product sales

     171    n/a       —        290    663 %     38
                               

Total skincare revenue

     214    398 %     43      376    (99 )%     25,014
                               
Pharmaceutical                

Royalties on monoclonal antibodies

     476    11 %     428      754    (1 )%     765

Royalties on Invicorp®

     1    n/a       —        2    n/a       —  
                               

Total pharmaceutical revenue

     477    11 %     428      756    (1 )%     765
                               

Total revenue

   $ 691    47 %   $ 471    $ 1,132    (96 )%   $ 25,779
                               

Total revenues for the six months ended June 30, 2008, were $1,132,000; a 96% decrease from total revenue of $25,779,000 for the six months ended June 30, 2007. The decrease is directly attributed to the March 30, 2007, completion of a License Acquisition Agreement with Valeant. Under the terms of the License Acquisition Agreement, the Company granted Valeant a paid up license for Kinetin and Zeatin and assigned to Valeant future royalties from other Kinetin licensees, in return for a cash payment of $21 million, a waiver of $6 million in future marketing credits the Company otherwise would have owed Valeant, and a right to share in future royalties due to Valeant from other Kinetin licensees through 2011.

For the three months ended June 30, 2008, revenues increased 47% as compared to the second quarter of 2007. Skincare revenues in the current quarter were $214,000, up 398% from the same quarter of 2007. The increase primarily reflects the current quarter sales of Pyratine-6™.

Pharmaceutical revenues increased in the second quarter of 2008 compared to the second quarter of 2007. Pharmaceutical revenues in the current quarter were $477,000, up 11% from the same quarter of 2007. This increase is attributable to increased sales of monoclonal antibodies by Covance in the current quarter of 2008 as compared to 2007 due to timing as several research organizations placed volume orders during the second quarter of 2008.

Gross Profit for the three and six months ended June 30

 

     Three Months Ended June 30     Six Months Ended June 30  

Thousands of dollars

   2008     % change     2007     2008     % change     2007  
Segment             

Skincare

   $ 177     312 %   $ 43     $ 314     (99 )%   $ 24,424  

Pharmaceutical

     254     8 %     235       408     (3 )%     419  
                                    

Total gross profit

   $ 431     55 %   $ 278     $ 722     (97 )%   $ 24,843  
                                    
Gross profit percentage             

Skincare

     83 %       100 %     84 %       98 %

Pharmaceutical

     53 %       55 %     54 %       55 %

Total gross profit percentage

     62 %       59 %     64 %       96 %

Total gross profit for the six months ended June 30, 2008, was $722,000; a 97% decrease from total gross profit of $24,843,000 for the six months ended June 30, 2007.

Skincare gross profit percentage for the six months ended June 30, 2008, decreased as compared to the six months ended June 30, 2007. This decrease is primarily attributable to the 2007 License Acquisition Agreement with Valeant. Pharmaceutical gross profit percentage for the six months ended June 30, 2008, was comparable to the six months ended June 30, 2007.

The Company expects that its remaining 2008 skincare gross profit margins will continue to be lower than gross profit margins in 2007 because of the impact of Valeant’s License Acquisition Agreement for Kinetin in 2007.

 

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Research and Development Expense for the three and six months ended June 30

 

Thousands of dollars

   Three Month Ended June 30     Six Months Ended June 30  
   2008     % change
in 2008
    2007     2008     % change
in 2008
    2007  

Research and development

   $ 329     18 %   $ 278     $ 575     2 %   $ 564  

Percentage of total revenue

     48 %       59 %     51 %       2 %

Research and development expense consists primarily of employee related expenses, contract costs of research agreements with third-party consultants, clinicians and research scientists and product testing.

Research and development expense was slightly higher in the six months ended June 30, 2008, compared to the six months ended June 30, 2007. This increase was primarily attributed to timing of testing and development expense in 2008. Senetek expects to accelerate research and product development and, as a result, expects research and development expense to continue to increase in the future.

Administration, Sales and Marketing for the three and six months ended June 30

 

Thousands of dollars

   Three Months Ended June 30     Six Months Ended June 30  
   2008     % change
in 2008
    2007     2008     % change
in 2008
    2007  

Administration, sales and marketing

   $ 1,087     45 %   $ 749     $ 3,000     109 %   $ 1,435  

Percentage of total revenue

     157 %       159 %     265 %       6 %

For the three and six months ended June 30, 2008 and 2007, the following Administration, Sales and Marketing expenses were incurred:

 

Thousands of dollars

   Three Months Ended June 30    Six Months Ended June 30
   2008    2007    2008    2007
Expense Category            

Payroll, benefits and consulting

   $ 418    $ 282    $ 822    $ 567

Advertising

     43      5      74      21

Triax marketing

     —        —        926      —  

Legal and other professional fees

     150      191      301      251

Travel and related

     150      101      264      159

Rent and office expenses

     64      58      129      143

Insurance-liability

     59      52      119      113

Depreciation and other non-cash expenses

     175      42      332      85

Other

     28      18      33      96
                           

Total

   $ 1,087    $ 749    $ 3,000    $ 1,435
                           

For the three and six months ended June 30, 2008, administration, sales and marketing expenses increased by 45% and 109% over the prior year comparable periods. The Triax marketing fee expenses resulting from the August 2007 agreement with Triax which called for periodic marketing payments in the first year of the agreement was the primary cause of the current year to date increase, discussed in further detail below. The current quarter and year to date increase in payroll, benefits and consulting of $136,000 and $255,000, respectively, as compared to the same periods in the prior year was primarily due to an increase in sales and marketing personnel associated with the commercialization of Pyratine-6TM . The increase in depreciation and other non-cash expenses is primarily due to the 2008 stock option grants. The dispute with Triax and eventual termination of the Triax agreement also resulted in increased travel and related expenses in both the current quarter and year to date as several Senetek employees travelled throughout the United States to audit Triax and to begin the transition of the sales and marketing of Pyratine-6TM.

In January 2008, the Company paid $1,125,000 in marketing fees to Triax and has paid a total of $2,250,000 since the inception of the agreement. On June 27, 2008, Senetek reached an agreement to terminate its marketing agreement with Triax for Pyratine-6™, the terms of which include settlement payments totaling $1,125,000 from Triax and a service provider, return of all intellectual property, product inventory and promotional materials, access and ownership of all accounts opened, remittance of all proceeds of product sales through the agreement termination date, rights to use the Triax Aesthetics name for

 

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one year in conjunction with sales of existing packaged product inventory; and a non-competition agreement from Triax and certain related parties prohibiting them from selling any topical non monograph products used for antiaging purpose and/or in connection with acne rosacea for a period of two years.

Following termination of the original agreement, the Company has assumed control of all sales and marketing of Pyratine-6™. Senetek is actively pursuing additional commercial opportunities for Pyratine-6™ in other channels of distribution and geographies.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company; see Regulation S-K Section 229.305(e)

 

Item 4(T). CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Based on management’s evaluation (with the participation of the Company’s principal executive officer and principal accounting officer), as of the end of the period covered by this report, Senetek’s principal executive officer and principal accounting officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

(b) Changes in Internal Controls.

There were no changes in Senetek’s internal control over financial reporting during the quarterly period ended June 30, 2008, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 11, 2008, the Board of Directors of the Company granted Phillip Rose, Chief Operating Officer of the Company, a seven year option to purchase 40,000 shares of common stock, par value $0.80 (40 pence) per share (the “Common Stock”), of the Company.

This option grant has an exercise price of $1.55 per share, the per share closing market price of the Common Stock on the date of the grant. The options, when vested, expire: (i) three months after the optionee ceases to be a service provider (other than by reason of optionee’s death or total and permanent disability) or (ii) on the first anniversary of the date of optionee’s death or total and permanent disability, within the meaning of such term in Section 22(e) of the Internal Revenue Code (but not later than the expiration date of the term of this option). The Company believes the grant of such options was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration granted under Section 4 (2) of the Securities Act due to the fact that the grant was a transaction not involving any public offering.

 

Item 6. EXHIBITS

 

(a) Exhibits

 

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

 

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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)
Date: August 14, 2008     By:   /S/ FRANK J. MASSINO
      Frank J. Massino
      Chairman of the Board and Chief Executive Officer
Date: August 14, 2008     By:   /S/ WILLIAM F. O’KELLY
      William F. O’Kelly
      Chief Financial Officer
      (Principal Financial and Accounting Officer)

 

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