Matthew Pfeffer
Analyst · RBC Capital Markets. Please go ahead
Good morning and thank you for participating in today’s call. I’ll discuss our financial results for the second quarter of 2015 as reported this morning, elaborate on the August 15 convertible notes strategy, and then address a number of key investor relations questions I received. I’ll then turn the call over to Hakan for a review of our Afrezza business and the company’s development portfolio, as well as an exciting announcement regarding our executive team. Before we proceed further, please note, that comments made during this call will include forward-looking statements within the meaning of federal securities laws. It is possible the actual results could differ from these stated expectations. For factors, which could cause actual results to differ from expectations, please refer to the reports filed by the company with the Securities and Exchange Commission under the Securities and Exchange Act of 1934. This conference call contains time-sensitive information that is accurate only as of the date of this live broadcast August 10, 2015. We undertake no obligation to revise or update any statements to reflect events or circumstances after the date of this call. Now, turning to the financials, the net loss for the second quarter of 2015 was $28.9 million or $0.07 per share, compared to a net loss of $73.4 million or $0.19 per share for the second quarter of 2014, and $30.7 million or $0.08 per share for the first quarter of 2015. Total operating expenses declined $45.7 million compared to the same quarter in 2014, reflecting the commercialization of Afrezza in 2015 and reduced non-cash stock compensation expense. The slight increase of $2.4 million in total operating expenses for the second quarter of 2015 compared to the first quarter of 2015 is primarily due to increased product manufacturing cost in the second quarter of 2015. Research and development costs were at $7.7 million for the second quarter of 2015, a decline of 79% compared to the second quarter of 2014, largely due to reduced non-cash stock compensation expense. R&D expenses decreased by $1.7 million compared to the first quarter of 2015, mainly due to decreased clinical expenditures resulting from the reduction in clinical staff. General and administrative expenses were $10.6 million for the second quarter of 2015, a decline of 67% compared to the second quarter of 2014, also primarily due to reduced non-cash stock compensation expense. G&A remained stable quarter-over-quarter in 2015. For the second quarter ended June 30, 2015, our portion of this loss sharing agreement with Sanofi relating to Afrezza was $12.8 million, which we subsequently financed by a way of an advance under the loan facility with our partner. The amount outstanding under the Sanofi loan facility is now $28.4 million. For the three and six months ended June 30, 2015, Afrezza product shipments of $5.9 million and $13 million respectively were recorded as deferred product sales from our collaboration with Sanofi. Cash and cash equivalents were $107.2 million at June 30, 2015, compared to $120.8 million in the first quarter of 2015. In addition, we have $30.1 million available to borrow under the amended loan agreement with The Mann Group. This week on August 15, the company’s $100 million senior convertible debt comes due. As announced on July 29, 2015, MannKind entered into privately negotiated exchange agreements with select holders of these 2015 notes, which resulted in us exchanging $27.7 million aggregate principal into the new 2018 [ph] notes. We also agreed to issue shares of common stock in exchange for up to $56.9 million aggregate principal amount of the 2015 notes. At this point, we are still in the midst of exchange period for these shares. Until this process is complete, I cannot predict how many of these conversions will occur. You will see that we’ve taken some steps to maximize the number of conversions that will be announced shortly. We have not been willing to compromise on share price. Whatever remains outstanding will be paid from our substantial cash reserves. I may now take a few minutes to discuss our strategy surrounding our convertible debt. First, I’ll comment on the technical nature of secondary offerings versus share dilution. Some of you will remember that I said, we were considering various alternatives to address the notes, but then secondary offering of common shares was not one of them. That statement was intended to signal to those shorting MannKind stock that they would not likely get an opportunity to unwind their position by purchasing stock in the secondary offering. I did not say that whatever solution we came up with would require no dilution, as convertible instruments by their nature are dilutive. Share issuance for the convertible debt can be deferred, but most analysts treat those shares as outstanding from the time the convert is issued. With that in mind, the stock and note exchange was structured with a couple of goals in mind. First, we wanted to minimize ultimate dilution with a goal that we would not issue materially more shares that were already underlying the convertible instrument. Second, to the extent the holder of the notes willing to extend them, we’d be willing to do so, but only if the holder was a fundamental holder that do not hedge the position. We were not willing to consider setting up a new borrow facility to support the new notes. And finally, we want to be sure that the final terms enabled the old notes to go completely away so that MannKind would be certain to get back the 9 million shares lent to the underwriter in the previous transaction. Should these shares would have to be repurchased in the open market after maturity and would be returned to us removing them from circulation, we like to think that any shares we ultimately issued as being net of these shares coming back. As such, we expected we can remove the convertible notes while issuing only a few million shares thus, net that is thus minimizing dilution. As some of you may be aware, the SEC tend to offer rules would apply in the event that we sought to approach all holders in the notes, the most of the larger holders that are already been in touch with us or bankers. So we were able to structure agreements with the holders of roughly 85% of the outstanding debt. Of that amount, approximately 27 million of the notes were rolled into new three-year notes with terms similar to the old notes, with slightly more MannKind-friendly conversion terms, including no borrow facility, so it’s not a facility short-selling. Of the remaining notes, agreements were reached with investors holding over 58 million for potential exchange into common shares. This was then to conserve cash, but that was not our only consideration. Because we’ve found ourselves so often subject to share price erosion in these circumstances, we want to make sure we would under no circumstances issue shares at a volume weighted price before discount, based on a percentage below market at the time we agreed on the ultimate deal. This was to cap our potential dilution at a very small number as subscribed above. Certainly, we are not going to exchange shares based on a price lower than approximately $4.60 at that time. Now, I would like to move on to some frequent questions I received from the investment community. As you know, we routinely take questions from the callers at the end of our quarterly presentations. Out of necessity, we limit these questions to covering analysts and major stockholders, which we defined as being 5% or great a holder. This is intended to keep the call at manageable length. While we cannot answer every question a retail stockholder might have, I want you to know that I do get all your questions. My schedule doesn’t allow me to contact each of you back individually, but I want to answer some of the more common questions here, particularly those our analysts might not cover. First, I’ve gotten a lot of inquiries regarding Sanofi’s recent investor call, focused on concerning that Sanofi did not discuss Afrezza. It is essential to understand that this was not a surprise to MannKind that Sanofi is a $35 billion plus worldwide company, and the call is intended to address their global operations. The call should no way be interpreted at any form of lack of support or a lack of belief in the product. Hakan will comment on several items that demonstrate Sanofi’s commitment to Afrezza. In addition, the joint MannKind Sanofi joint Afrezza committee recently approved a major increase in promotional spending for Afrezza over what was previously budgeted. More specific details on specific promotional spending is proprietary and will be managed by Sanofi. Second, a writer named David and I’ll spare the rest of his name, sent me a note Friday typical of many others I have received. In it, he recounted a lot of anecdotal information regarding the widely reported successes people have had using Afrezza to dramatically lower their HbA1c numbers even while eating food they could not before, yet avoiding complications and greatly improving their lives. He suggested that we use such patient testimonials on calls such as this and in Afrezza advertising. He further suggested that we e-mail every diabetic and doctor in the U.S. and suggest do their diligence to look into Afrezza which leads to these testimonials. The problem with this suggestion is that, it is not allowed by the FDA, as advertisements and public reporting of patient results may only be as a result of a controlled FDA approved study. Such anecdotal information is not allowed to be used by us to promote the product. I’m happy to suggest that everyone consider using Afrezza and to do their own diligence, including information located on afrezza.com. And if you’re amongst those using it and happy, please feel free to share your experience with your doctors and your friends. MannKind’s efforts must stop there. Third and most relevant to our stock performance, I’ve gotten in many, many calls requesting that we quote – do something about the short position on MannKind stock. Please understand that the Securities and Exchange Commission, not MannKind is the organization that manages public markets in the U.S., and currently the SEC allows holders of shares to lend them, making them available for shorting. Here’s what I can say the company has done regarding shorting of MannKind stock. Within MannKind, employees are not allowed to hold shares in an account where they can be lent, which certainly means shares must be held in a cash account, not a margin account. If any non-employee shareholders are unhappy about the fact shorting on MannKind’s share price, I strongly encourage you to make sure you’re not enabling the practice. Talk to your broker and make sure your shares are held in an account that doesn’t support lending. This is particularly important right now, as we swap stock for bonds. I believe the effects on your stock price this may cause will be worth much more to you than whatever you might get in the near-term for stock lending. On a related topic, I do get questions about possible stock manipulation be the practice of naked shorting, publishing spurious articles online and so forth. Any discussion of stock manipulation is the purview of the SEC, not MannKind. I do know for a fact that they are aware of this issue and are looking into it. MannKind remains wholeheartedly focused on seeing our flagship product Afrezza, reach the widest possible market for the improvement of diabetics health worldwide, while finding new Technosphere applications to build our product portfolio. To paraphrase our Chairman, Al Mann, we must always concentrate on taking care of the patients, and the stock price will work itself up. I hope that answers a few questions. And with that, I’ll bring the Finance and Investor Relations section to close and turn the call back over to Hakan. Hakan?