-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MnpsUoqsALn7deHVNoT8A31B0Zsgf/mOFF0uQH/5lr3Q7hMAJNVP6DIwZpS/vaQe HLeusBxxs+FLui1ik9fkXA== 0000950129-03-005562.txt : 20031112 0000950129-03-005562.hdr.sgml : 20031111 20031112152133 ACCESSION NUMBER: 0000950129-03-005562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031110 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZONAGEN INC CENTRAL INDEX KEY: 0000897075 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 760233274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15281 FILM NUMBER: 03993420 BUSINESS ADDRESS: STREET 1: 2408 TIMBERLOCH PL STREET 2: SUITE B-4 CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813675892 MAIL ADDRESS: STREET 1: 2408 TIMBERLOCH PLACE B-4 CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 h10506e8vk.txt ZONAGEN, INC.- PERIOD ENDED SEPTEMBER 30, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 10, 2003 ZONAGEN, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-21198 76-0233274 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.) 2408 TIMBERLOCH PLACE, SUITE B-10 THE WOODLANDS, TEXAS 77380 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (281) 719-3400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS c. Exhibits Exhibit Number Description ------ ----------- 99.1 Press Release dated November 10, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 10, 2003, Zonagen, Inc. (the "Company") announced in a press release its operating results for the third quarter ended September 30, 2003. A copy of the Company's press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference herein and the foregoing description of the press release is qualified in its entirety by reference to the attached exhibit. The information in this report, including the Exhibit, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, the information in this report, including the Exhibit, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. 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 hereunto duly authorized. ZONAGEN, INC. Date: November 11, 2003. By: /s/ Louis Ploth, Jr. ------------------------------------ Louis Ploth, Jr. Vice President, Business Development and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release dated November 10, 2003. EX-99.1 3 h10506exv99w1.txt PRESS RELEASE - REPORTS 3RD QTR.FINANCIAL RESULTS EXHIBIT 99.1 ZONAGEN REPORTS THIRD QUARTER FINANCIAL RESULTS THE WOODLANDS, Texas--(BUSINESS WIRE)--Nov. 10, 2003--Zonagen, Inc. (NASDAQ- NMS:ZONA) (Nasdaq:ZONA) today announced financial results for the three-month and nine-month periods ended September 30, 2003. Total revenues for the three-month period ended September 30, 2003 decreased to $189,000 as compared with $3.5 million for the same period in the prior year and were approximately $815,000 for the nine-month period ended September 30, 2003 as compared to $5.0 million for the same period in the prior year. Licensing fees for the three-month period ended September 30, 2003 were zero as compared to $3.2 million for the same period in the prior year and were zero for the nine-month period ended September 30, 2003 as compared to $4.2 million for the same period in the prior year. All licensing fees for the nine-month period ended September 30, 2002 were from agreements that were mutually terminated in July 2002 between Zonagen and Schering-Plough Corporation(NYSE:SGP) relating to Zonagen's phentolamine-based products which included VASOMAX(R). Due to the Company's January 1, 2000, adoption of U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") which requires up-front, non-refundable license fees to be deferred and recognized over the performance period and the July 2002 mutual termination of the agreements, the Company recognized the remaining $3.2 million from those agreements in licensing fees in the three-month period ended September 30, 2002. The Company received the proceeds from these revenues in prior periods. The Company does not expect to receive any revenues relating to VASOMAX(R) in the near future. Research and development grants for the three-month period ended September 30, 2003 were $122,000 as compared to $213,000 for the same period in the prior year relating to the Company's SBIR grants and were $459,000 for the nine-month period ended September 30, 2003 as compared to $213,000 for the same period in the prior year. The Company was awarded three SBIR grants in the third quarter ended September 30, 2002 and performed a portion of that paid research during the nine-month period ended September 30, 2003 and the three-month period ended September 30, 2002. Interest income decreased 56% to $67,000 for the three-month period ended September 30, 2003, as compared to $153,000 for the same period in the prior year and decreased 55% to $254,000 for the nine-month period ended September 30, 2003 as compared to $568,000 for the same period in the prior year. This decrease is due to a reduction in interest rate yields and lower cash balances, offset by interest income on a prior $1.0 million loan receivable from Lavipharm Corp. which was repaid in April 2003. The Company sold substantially all of its fixed assets which management felt were not required to redeploy the Company's overall assets for approximate net proceeds of $225,000, which was $102,000 over their book value. These proceeds were received in July 2003. Research and development (R&D) expenses for the three-month period ended September 30, 2003 were $439,000 as compared to ($651,000) for the same period in the prior year and were $1.6 million for the nine-month period ended September 30, 2003 as compared to $5.9 million for the same period in the prior year. Included in the three-month period ended September 30, 2002 is a reduction in R&D expenses of a liability that was due to Schering-Plough(NYSE:SGP) of $1.3 million relating to a prior joint clinical development program for VASOMAX(R) which was forgiven due to the mutual termination of the Schering-Plough(NYSE:SGP) agreements in July 2002. In addition to the funded SBIR research performed during the three-month period ended September 30, 2003, the Company also continued to conduct a human Phase I/II clinical study relating to its Androxal(TM) project at the cost of approximately $154,000. Included in the nine-month period ended September 30, 2002 is the write-off of both the Company's bulk phentolamine inventory previously valued at $4.4 million and its VASOMAX(R) patent estate previously valued at approximately $1.0 million. These assets were written-off due to the mutual termination of the Schering-Plough(NYSE:SGP) agreements in July 2002 and the future uncertainty surrounding the VASOMAX(R) product. In addition, R&D expenses in the nine-month period ended September 30, 2002 were reduced by $188,000 due to a reimbursement of prior clinical expenses for VASOMAX(R) that was received from a clinical research organization after a reconciliation was completed comparing actual expenses to payments made by the Company. General and administrative (G&A) expenses for the three-month period ended September 30, 2003 were $606,000 as compared to $802,000 for the same period in the prior year and remained constant at $1.7 million for both nine-month periods ended September 30, 2003 and 2002. The decrease in expenses for the three-month period ended September 30, 2003 is primarily due to the decrease in costs associated with potential strategic alternatives, a decrease in non-cash compensation expense and a decrease in professional services partially offset by an increase in insurance rates. Net loss for the three-month period ended September 30, 2003, was ($856,000) or ($0.07) per share as compared to net income of $3.4 million or $0.30 per share for the same period in the prior year. Net loss for the nine-month period ended September 30, 2003 was ($2.5) million or ($0.22) per share which was inclusive of a $0.01 per share gain recorded by the Company from the auction of essentially all of the Company's fixed assets as compared to ($2.5) million or ($0.22) per share for the same period in the prior year. The increased loss for the three-month period ended September 30, 2003 as compared to last year is primarily due to the reduction of licensing fees and R&D expenses during the three-month period ended September 30, 2002. On September 30, 2003 the Company reported cash, cash equivalents and marketable securities totaling $23.8 million as compared to $25.1 million reported as of December 31, 2002. Included in the Company's reduction in cash for the nine-month period ended September 30, 2003 is a prepayment of yearly insurance premiums of $510,000. On April 9, 2003, Lavipharm Corp. ("Lavipharm") repaid $1,037,151 to the Company representing all principal and accrued interest relating to a note receivable from Lavipharm that was advanced to Lavipharm on November 8, 2002. As of September 30, 2003 common shares outstanding were approximately 11,480,000. Zonagen, Inc.(NASDAQ-NMS:ZONA) is engaged in the development of pharmaceutical products that address diseases and conditions associated with the human reproductive system. A copy of this press release may be obtained via facsimile by dialing 888-329-0920 or via the internet by accessing www.zonagen.com. Any statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties including such risks identified in Zonagen's Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission (SEC). These documents are available on request from Zonagen or at www.sec.gov. Zonagen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ZONAGEN, INC.(NASDAQ-NMS:ZONA) AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share amounts)
Three Months Ended Nine Months Ended -------------------- --------------------- September 30, September 30, 2003 2002 2003 2002 ------ ------ ------- ------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues Licensing fees $ -- $3,170 $ -- $ 4,227 Research and development grants 122 213 459 213 Interest income 67 153 254 568 Gain on disposal of fixed assets -- -- 102 -- ------ ------ ------- ------- Total revenues 189 3,536 815 5,008 ------ ------ ------- ------- Expenses Research and development 439 (651) 1,583 5,852 General and administrative 606 802 1,707 1,677 ------ ------ ------- ------- Total expenses 1,045 151 3,290 7,529 ------ ------ ------- ------- Profit (loss) from continuing operations (856) 3,385 (2,475) (2,521) ------ ------ ------- ------- Net profit (loss) before cumulative effect of change in accounting principle (856) 3,385 (2,475) (2,521) ------ ------ ------- ------- Net loss $ (856) $3,385 $(2,475) $(2,521) ====== ====== ======= ======= Profit (loss) per share - basic and diluted: Profit (loss) from continuing operations $(0.07) $ 0.30 $ (0.22) $ (0.22) ------ ------ ------- ------- Net loss $(0.07) $ 0.30 $ (0.22) $ (0.22) ====== ====== ======= ======= Shares used in loss per share calculation: Basic 11,480 11,402 11,489 11,382 Diluted 11,480 11,402 11,489 11,382
CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2003 2002 ------------- ------------ (Unaudited) Cash and cash equivalents $ 5,438 $ 8,683 Marketable securities 18,416 16,455 Note receivable -- 1,000 Other currents assets 428 532 Fixed assets (net) -- 191 Other assets (net) 533 509 ------- ------- Total assets $24,815 $27,370 ======= ======= Accounts payable and accrued expenses $ 474 $ 519 Stockholders' equity 24,341 26,851 ------- ------- Total liabilities and stockholders' equity $24,815 $27,370 ======= =======
CONTACT: Zonagen, Inc.(NASDAQ-NMS:ZONA), The Woodlands Joseph S. Podolski, 281-719-3447 -----END PRIVACY-ENHANCED MESSAGE-----