ANNAPOLIS, Md., March 14, 2017 /PRNewswire/ -- PharmAthene, Inc.
(NYSE MKT: PIP), a biodefense company developing medical
countermeasures against anthrax, today reported its financial and
operational results for the year ended December 31, 2016.
Fourth quarter and subsequent operational highlights
include:
- On November 16, PharmAthene
received a final payment from SIGA Technologies, Inc. which fully
satisfied the judgment owed to PharmAthene. In total, the Company
received payments of approximately $217.1
million (including interest) from SIGA.
- On November 17, PharmAthene
declared a special one-time cash dividend of $2.91 per share of common stock, that was paid on
February 3, 2017. The special
dividend, totaling an aggregate payment of approximately
$200.3 million, represented
approximately 98% of the after tax net cash proceeds received from
SIGA.
- On January 18, 2017, PharmAthene
entered into a merger agreement with Altimmune, Inc. in an
all-stock transaction. Upon completion of the merger, the former
PharmAthene security holders will own approximately 41.8% of the
outstanding equity securities of the combined company. The combined
company, which will operate as a public company under the name
Altimmune, Inc., is expected to trade on the NYSE MKT under the
ticker symbol "ALT."
For the year ended December 31,
2016, PharmAthene recognized revenue of $5.2 million. Of such amount, $4.4 million was derived from an existing
contract with the National Institutes of Allergy and Infectious
Diseases for the development of a next generation lyophilized
anthrax vaccine, SparVax-L, intended to be stored at room
temperature and to provide extended shelf life. The
additional $0.8 million was the
result of an audit by the Biomedical Advanced Research and
Development Agency on a closed contract.
Research and development expenses for 2016 of $4.8 million were incurred primarily to advance
the Company's next generation anthrax vaccine programs. General and
administrative expenses for 2016 were $11.5
million compared to $6.2
million in 2015. The increase is primarily due to an
increase in stock compensation and other expenses related to the
proposal and protest submitted to and filed with the Department of
Health and Human Services in response to its request for a next
generation anthrax vaccine, as well as costs associated with merger
activities, offset by a decrease in SIGA-related legal
expenses.
Other income for the year ended December
31, 2016 primarily consists of payments of approximately
$217.1 million received from SIGA
pursuant to a judgment stemming from a lawsuit filed by PharmAthene
in December 2006. The complaint
PharmAthene filed against SIGA alleged, among other things, that
PharmAthene has the right to license exclusively the development
and marketing rights for SIGA's drug candidate, Tecovirimat, also
known as ST-246.
For the year ended December 31,
2016, PharmAthene's reported net income of $193.9 million, or $2.95 per diluted share, compared to a net loss
of $3.4 million, or $0.05 per diluted share, for the prior year. Cash
and cash equivalents were $154.0
million and short-term investments were $66.8 million in 2016. In 2015, cash and cash
equivalents were $15.6 million. The
increase in cash, cash equivalents and short-term investments from
2015 were due to the payments the Company received from SIGA.
About PharmAthene
PharmAthene is engaged in the development of a next generation
anthrax vaccine that is intended to improve protection and safety
while having favorable dosage and storage requirements compared to
other anthrax vaccines.
The Proposed Merger
On January 18, 2017, PharmAthene
entered into an agreement and plan of merger and reorganization
pursuant to which its wholly-owned subsidiary, Mustang Merger Sub,
Inc., will be merged with and into Altimmune, Inc., with Altimmune
as the surviving subsidiary, and immediately thereafter, Altimmune
will be merged with and into Mustang Merger Sub LLC, with Mustang
Merger Sub LLC as the surviving entity in such merger. Following
the consummation of the mergers, PharmAthene will change its name
to "Altimmune, Inc." PharmAthene's Board of Directors has
established a record date of March 22,
2017 for a Special Meeting of Stockholders scheduled for
May 4, 2017 at which stockholders of
PharmAthene will have an opportunity to approve the proposals
relating to the mergers.
Forward-Looking Statement Disclaimer
Except for the historical information presented herein, matters
discussed may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that are subject to certain risks and uncertainties that could
cause actual results to differ materially from any future results,
performance or achievements expressed or implied by such
statements. Statements that are not historical facts, including
statements preceded by, followed by, or that include the words
"potential"; "believe"; "anticipate"; "intend"; "plan"; "expect";
"estimate"; "could"; "may"; "should"; "will"; "project"; or similar
statements are forward-looking statements. Risks and uncertainties
include risks associated with our ability to consummate the mergers
with Altimmune, our ability to advance our next generation anthrax
vaccine programs; and other risks detailed from time to time in
PharmAthene's Forms 10-K and 10-Q under the caption "Risk Factors",
its Registration Statement on Form S-4 filed with the U.S.
Securities and Exchange Commission (SEC) on February 3, 2017 (File No. 333-215891) and in its
other reports and registration statements filed with the SEC.
PharmAthene disclaims any intent or obligation to update these
forward-looking statements other than as required by law.
Additional Information and Where to Find It
In connection with the proposed mergers involving PharmAthene,
Inc. and Altimmune, Inc., PharmAthene has filed with the SEC a
current report on Form 8-K, which included the merger agreement and
related documents. In addition, PharmAthene has filed a
registration statement on Form S-4 with the SEC, which contains a
proxy statement/prospectus/consent solicitation and other relevant
materials, and plans to file with the SEC other documents regarding
the proposed transaction. The information in the preliminary proxy
statement/prospectus/consent solicitation is not complete and may
be changed. The final proxy statement/prospectus/consent
solicitation will be sent to the stockholders of PharmAthene and
Altimmune. The final proxy statement/prospectus will contain
information about PharmAthene, Altimmune, the proposed merger and
related matters. STOCKHOLDERS ARE URGED TO READ THE FINAL PROXY
STATEMENT/PROSPECTUS/CONSENT SOLICITATION (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION
THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT
THE MERGERS AND RELATED MATTERS. In addition to receiving the proxy
statement/prospectus/consent solicitation and proxy card by mail,
stockholders will also be able to obtain the proxy
statement/prospectus/consent solicitation, as well as other filings
containing information about PharmAthene, without charge, from the
SEC's website (http://www.sec.gov) or, without charge, by directing
a written request to: PharmAthene, Inc., One Park Place, Suite 450, Annapolis, Maryland 21401, Attention: Investor
Relations.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in Solicitation
PharmAthene and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from
PharmAthene's stockholders with respect to the matters relating to
the proposed mergers. Altimmune and its officers and directors may
also be deemed participants in such solicitation. Information
regarding PharmAthene's executive officers and directors is
available in PharmAthene's Annual Report on Form 10-K, to be filed
with the SEC on March 14, 2017.
Information regarding any interest that PharmAthene, Altimmune or
any of the executive officers or directors of PharmAthene or
Altimmune may have in the transaction with Altimmune is set forth
in the proxy statement/prospectus/consent solicitation described
above.
Copies of PharmAthene's public disclosure filings are available
on our website under the investor relations tab at
www.PharmAthene.com.
Tables Follow
PHARMATHENE,
INC.
|
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
153,994,922
|
|
$
15,569,813
|
|
Short-term
investments
|
66,810,962
|
|
-
|
|
Billed accounts
receivable
|
301,824
|
|
511,994
|
|
Unbilled accounts
receivable
|
697,321
|
|
963,345
|
|
Prepaid expenses and
other current assets
|
464,797
|
|
181,714
|
Total current
assets
|
222,269,826
|
|
17,226,866
|
|
|
|
|
|
Property and
equipment, net
|
120,944
|
|
233,694
|
Other long-term
assets and deferred costs
|
-
|
|
53,384
|
Goodwill
|
2,348,453
|
|
2,348,453
|
Total
assets
|
$
224,739,223
|
|
$
19,862,397
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
926,529
|
|
$
521,122
|
|
Dividends
payable
|
197,083,993
|
|
-
|
|
Accrued expenses and
other liabilities
|
2,083,472
|
|
1,248,708
|
|
Accrued income taxes
payable
|
3,157,563
|
|
-
|
|
Accrued restructuring
expenses - current
|
109,126
|
|
381,950
|
|
Other short-term
liabilities
|
11,588
|
|
11,250
|
|
Current portion of
derivative instruments
|
1,465,272
|
|
16,411
|
Total current
liabilities
|
204,837,543
|
|
2,179,441
|
|
|
|
|
|
Accrued restructuring
expenses, less current portion
|
-
|
|
108,641
|
Other long-term
liabilities
|
442,589
|
|
433,407
|
Derivative
instruments, less current portion
|
-
|
|
491,791
|
Total
liabilities
|
205,280,132
|
|
3,213,280
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
Common stock, $0.0001
par value; 100,000,000 shares authorized; 67,726,458
and 64,382,086 shares issued and outstanding at December 31, 2016
and
December 31, 2015, respectively
|
6,773
|
|
6,438
|
|
Additional paid-in
capital
|
49,323,222
|
|
240,366,704
|
|
Accumulated other
comprehensive loss
|
(1,052)
|
|
-
|
|
Accumulated
deficit
|
(29,869,852)
|
|
(223,724,025)
|
Total stockholders'
equity
|
19,459,091
|
|
16,649,117
|
Total liabilities and
stockholders' equity
|
$
224,739,223
|
|
$
19,862,397
|
|
PHARMATHENE,
INC.
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
Contract
revenue
|
$
5,230,196
|
|
$
10,640,660
|
|
$
10,190,205
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
Research and
development
|
4,836,035
|
|
5,133,512
|
|
9,319,828
|
|
General and
administrative
|
11,515,071
|
|
6,222,185
|
|
10,911,724
|
|
Restructuring
expense
|
-
|
|
2,546,159
|
|
-
|
|
Depreciation
|
143,437
|
|
141,604
|
|
149,958
|
Total operating
expenses
|
16,494,543
|
|
14,043,460
|
|
20,381,510
|
|
|
|
|
|
|
|
Loss from
operations
|
$
(11,264,347)
|
|
$
(3,402,800)
|
|
$
(10,191,305)
|
Other income
(expense):
|
|
|
|
|
|
|
Interest income
(expense), net
|
168,150
|
|
(54,581)
|
|
(210,399)
|
|
Realization of
cumulative translation adjustment
|
-
|
|
(229,192)
|
|
-
|
|
Change in fair value
of derivative instruments
|
(957,070)
|
|
299,477
|
|
508,817
|
|
Other income -
litigation
|
217,068,969
|
|
-
|
|
-
|
|
Other income
(expense)
|
7,847
|
|
8,137
|
|
(762)
|
Total other income
(expense)
|
216,287,896
|
|
23,841
|
|
297,656
|
|
|
|
|
|
|
|
Income (loss) before
income taxes
|
205,023,549
|
|
(3,378,959)
|
|
(9,893,649)
|
|
Income tax
provision
|
(11,169,376)
|
|
(61,746)
|
|
(61,746)
|
Net income
(loss)
|
$
193,854,173
|
|
$
(3,440,705)
|
|
$
(9,955,395)
|
|
|
|
|
|
|
|
Basic net income
(loss) per share
|
$
2.97
|
|
$
(0.05)
|
|
$
(0.17)
|
Diluted net income
(loss) per share
|
$
2.95
|
|
$
(0.05)
|
|
$
(0.17)
|
Weighted-average
shares used in calculation of basic net
income (loss) per share
|
65,306,962
|
|
63,986,013
|
|
57,535,325
|
Weighted-average
shares used in calculation of diluted
net income (loss) per share
|
65,657,802
|
|
63,986,013
|
|
57,535,325
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/pharmathene-reports-year-end-2016-financial-and-operational-results-300423483.html
SOURCE PharmAthene, Inc.