Conformed
Copy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 1999
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CYTOGEN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-02015 22-2322400
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
Incorporation or
Organization)
600 College Road East, CN 5308, Princeton, New Jersey 08540-5308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
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Item 5. Other Events.
On February 1, 1999, CYTOGEN Corporation issued the attached press
release.
Item 7. Exhibits.
99.1 Press release issued by CYTOGEN Corporation on February 1, 1999.
2
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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.
CYTOGEN CORPORATION
By /s/ Donald F. Crane, Jr.
Name: Donald F. Crane, Jr.
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Title: Vice President General Counsel and
Corporate Secretary
Date: February 1, 1999
3
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EXHIBIT INDEX
Number Description Page
99.1 Press Release issued by CYTOGEN Corporation on
February 1, 1999 5
4
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[CYTOGEN LOGO]
FOR IMMEDIATE RELEASE FEB.1, 1999
Contact: Corporate Communications
CYTOGEN Corporation
(609) 750-8224
CYTOGEN REPORTS FOURTH QUARTER AND YEAR-END 1998 RESULTS
Net Loss, Operating Expenses Down; ProstaScint(R) Sales Up
PRINCETON, NJ, FEB 1, 1999 -CYTOGEN Corporation (NASDAQ: CYTO)
today reported its financial results for the fourth quarter and
year ended December 31, 1998. Fourth-quarter and full year net
loss per share were $0.01 and $0.24, compared to a net loss per
share of $0.12 and $0.63 for the comparable periods in 1997.
Fourth-quarter 1998 highlights include:
- - Net loss per share decreased by 92%, down to $0.01, from the fourth
quarter of 1997.
- - Operating expenses decreased by 22% from the fourth quarter
of 1997, excluding the impact of a $4.0 million one-time
charge for the Quadramet(R) manufacturing agreement.
- - ProstaScint sales of $1.8 million, a 40% increase from the fourth
quarter of 1997.
These improvements demonstrate the bottom-line benefits of
CYTOGEN's restructuring, according to President and Chief
Executive Officer H. Joseph Reiser, Ph.D., commenting on 1998
results: "This was a milestone year for CYTOGEN," Reiser said.
"Our Company worked very hard to streamline, refocus and
aggressively achieve our goals. Three areas of CYTOGEN's 1998
year-end results best illustrate those achievements compared to
last year -- a 62% reduction in net loss per share, a 21%
reduction in operating expenses and a 57% increase in ProstaScint
sales." Reiser noted that the significant steps taken in 1998
toward expense reduction will be fully realized beginning in the
first quarter of 1999.
Reiser, also reflecting on the difficult decisions that impacted
1998 overall, cited the resolve of the Company's employees in the
year's achievements. "I'm proud of the commitment, and
performance, of CYTOGEN employees," he said. "Their efforts
consistently moved us forward through the year's challenges and
made 1998's progress possible. I'm confident CYTOGEN is now well
poised to pursue growth and profitability in 1999."
For the fourth quarter of 1998, total revenues were $10.5 million
compared to $4.2 million for the same period in 1997. Product
related revenues for the fourth quarter of 1998 were $2.7
million. The results included the increase in ProstaScint sales
over 1997 fourth quarter sales of $1.3 million; Quadramet
revenues of $0.7 million reflected product sales in the absence
of a marketing partner; fourth quarter 1997 Quadramet revenues of
$1.6 million were based upon minimum royalties under the previous
marketing arrangement. OncoScint(R) sales were unchanged in the
fourth quarters of 1998 and 1997.
(more)
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Most of fourth quarter 1998 revenue was due to the completion of
the $8.0 million Quadramet licensing agreement with Berlex
Laboratories, of which $7.1 million was recorded as revenue, with
the balance recorded as proceeds from the common stock warrant
issued to Berlex.
Total revenues for 1998 were $19.9 million compared to $14.4
million for 1997. Product related revenues for 1998 were $10.6
million, an increase of $2.1 million over 1997, primarily due to
a $2.3 million increase in ProstaScint sales, offset by a slight
decline in revenues from other products. License and contract
revenues increased by $3.4 million in 1998 due to the $7.1
million in revenues recorded on the Quadramet licensing agreement
and a $0.6 million increase in contract manufacturing revenue,
partially offset by a $2.4 million decrease in contract research
revenues. 1997 license and contract revenues also included a $2.0
million payment received upon clearance of Quadramet by the Food
and Drug Administration.
For the fourth quarter of 1998, operating expenses were $10.9
million, compared to $8.9 million for the comparable 1997
quarter. Fourth quarter 1998 results included the $4.0 million
expense for securing a Quadramet manufacturing agreement with
DuPont, $0.5 million in Quadramet manufacturing costs, and a $0.2
million charge related to work force reductions.
For the year ended December 31, 1998, operating expenses were
$35.8 million, compared to $45.4 million in 1997. 1998 operating
expenses included $1.4 million of restructuring costs associated
with the closure of the Company's Cellcor operations and
corporate downsizing, $0.5 million in costs related to the
implementation of the Company's turnaround plan, the $4.0 million
expense for the Quadramet manufacturing commitment, and $1.0
million in Quadramet manufacturing charges. 1997 operating
expenses included a one-time charge of $7.5 million of product
acquisition costs and a $4.0 million payment for the FDA
clearance of Quadramet. Exclusive of these items, the decrease in
operating expenses year over year was primarily due to decreased
research and development costs.
Beginning in January 1999, the Company's cost of goods sold will
be reduced from fourth quarter and full year levels due to the
January 1999 sale of the manufacturing facility and the lack of
further obligations for Quadramet manufacturing costs.
As of December 31, 1998, cash and cash equivalents and net
tangible assets were $3.0 million and $443,000 respectively. On a
pro forma basis, cash and cash equivalents and net tangible
assets were $10.5 million and $5.7 million, respectively, after
giving effect to the $3.3 million gain on the sale of the
manufacturing facility, the sale of $2.0 million of common stock
and the collection of a $2.5 million receivable from the December
sale of common stock.
Attached are CYTOGEN's Condensed Consolidated Balance Sheet and Condensed
Consolidated Statements of Operations.
CYTOGEN is a biopharmaceutical company engaged in the
development, manufacture and commercialization of products for
the targeted delivery of diagnostic and therapeutic substances
directly to disease sites.
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CYTOGEN has demonstrated its ability to develop new technology
from early discovery through clinical development, regulatory
approval and commercial scale biologic manufacturing. CYTOGEN has
three FDA-approved products on the market: ProstaScint, a
prostate cancer imaging agent; Quadramet, for the treatment of
pain from cancer that has spread to the bone, and OncoScint, an
imaging agent for colorectal and ovarian cancers.
Visit CYTOGEN's website at http://www.cytogen.com
Information in this press release, which is not historical, is
forward looking and involves risks and uncertainties. Actual
results may differ materially for various reasons, including the
Company's ability to carry out its business plan and successful
development and commercial acceptance of CYTOGEN's products, and
other factors discussed in the Company's filings with the
Securities and Exchange Commission.
# # #
-Financial Statements Follow-
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<TABLE>
<CAPTION>
CYTOGEN CORPORATION AND SUBSIDIARIES
(All amounts in thousands except per share data)
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 DECEMBER 31,
ACTUAL PRO FORMA(1) 1997
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<S> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 3,015 $ 10,522 $ 7,401
Receivable on Common Stock Sold 2,500 -- --
Accounts Receivable, net 1,362 1,362 4,064
Property and Equipment 2,625 2,338 3,912
Investment in Subsidiary -- -- 10,343
Other Assets 1,398 1,398 1,835
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Total Assets $10,900 $ 15,620 $27,555
======= ======== =======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts Payable & Accrued Liabilities $ 7,386 $ 7,536 $ 5,662
Other Current Liabilities 848 121 1,739
Long-Term Liabilities 2,223 2,223 10,171
Stockholders' Equity 443 5,740 9,983
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Total Liabilities & Stockholders' Equity $10,900 $ 15,620 $27,555
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(1) Reflects sale of common stock and sale of the Company's manufacturing facility
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED YEAR-ENDED
DECEMBER 31, DECEMBER 31,
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1998 1997 1998 1997
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<S> <C> <C> <C> <C>
REVENUES
Product Sales $ 2,732 $ 1,544 $ 8,976 $ 5,252
Royalty Revenues -- 1,630 1,664 3,282
License and Contract 7,783 1,052 9,239 5,886
--------- --------- --------- ---------
Total Revenues 10,515 4,226 19,879 14,420
OPERATING EXPENSES 10,929 8,853 35,794 45,447
GAIN ON SALE OF TARGON SUBSIDIARY -- -- (2,833) --
INTEREST EXPENSE (INCOME), NET 72 (7) 70 (315)
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NET LOSS (486) (4,620) (13,152) (30,712)
DIVIDENDS, INCLUDING DEEMED DIVIDENDS
ON PREFERRED STOCK -- (1,352) (119) (1,352)
--------- --------- --------- ---------
NET LOSS TO COMMON STOCKHOLDERS $ (486) $ (5,972) $(13,271) $(32,064)
========= ========= ========= =========
BASIC AND DILUTED
NET LOSS PER COMMON SHARE $ (0.01) $ (0.12) $ (0.24) $ (0.63)
========= ========= ========= =========
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 59,446 51,167 56,419 51,134
========= ========= ========= =========
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