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 December 31, 2012

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 001-34540

 

 

UNILIFE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		27-1049354
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

250 Cross Farm Lane, York, Pennsylvania 17406

(Address of principal executive offices)

Telephone: (717) 384-3400

(Registrant’s telephone number, including area code)

 

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨		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

As of February 8, 2013, 85,379,235 shares of the registrant’s common stock were outstanding.

 

 

 

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Table of Contents

Table of Contents

 

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets as of December 31, 2012 and June 30, 2012			3
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2012 and 2011			4
Unaudited Consolidated Statement of Stockholders’ Equity for the six months ended December  31, 2012			5
Unaudited Consolidated Statements of Cash Flows for the six months ended December 31, 2012 and 2011			6
Notes to Unaudited Consolidated Financial Statements			7
Report of Independent Registered Public Accounting Firm			16
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			20
Item 4. Controls and Procedures			20
PART II. OTHER INFORMATION
Item 6. Exhibits			22
Signatures			23

 

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)

 

		December 31, 2012				June 30, 2012
		(in thousands, except share data)
Assets
Current Assets:
Cash and cash equivalents		$	5,914			$	11,410
Restricted cash			2,400				2,400
Accounts receivable			104				1,042
Inventories			156				212
Prepaid expenses and other current assets			714				676
Total current assets			9,288				15,740
Property, plant and equipment, net			51,375				52,514
Goodwill			12,993				12,734
Intangible assets, net			31				34
Other assets			1,275				1,286
Total assets		$	74,962			$	82,308
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable		$	1,845			$	2,399
Accrued expenses			2,430				2,209
Current portion of long-term debt			5,804				5,655
Deferred revenue			2,649				2,595
Total current liabilities			12,728				12,858
Long-term debt, less current portion			20,615				23,110
Deferred revenue			1,374				2,595
Total liabilities			34,717				38,563
Contingencies (Note 9)
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized as of December 31, 2012; none issued or outstanding as of December 31, 2012 and June 30, 2012			—				—
Common stock, $0.01 par value, 250,000,000 shares authorized as of December 31, 2012; 83,288,081 and 75,849,439 shares issued, and 83,259,411 and 75,820,769 shares outstanding as of December 31, 2012 and June 30, 2012, respectively			833				758
Additional paid-in-capital			235,720				212,326
Accumulated deficit			(199,771	)			(172,634	)
Accumulated other comprehensive income			3,603				3,435
Treasury stock, at cost, 28,670 shares as of December 31, 2012 and June 30, 2012			(140	)			(140	)
Total stockholders’ equity			40,245				43,745
Total liabilities and stockholders’ equity		$	74,962			$	82,308

See accompanying notes to the consolidated financial statements.

 

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UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

 

		Three Months Ended								Six Months Ended
		December 31,								December 31,
		2012				2011				2012				2011
		(in thousands, except per share data)
Revenues:
Industrialization and development fees		$	—			$	249			$	—			$	1,689
Licensing fees			663				646				1,326				1,318
Product sales and other			36				17				65				35
Total revenues			699				912				1,391				3,042
Cost of product sales			22				16				81				90
Gross profit			677				896				1,310				2,952
Operating expenses:
Research and development			4,994				5,262				9,732				9,560
Selling, general and administrative			8,327				6,712				14,904				12,895
Depreciation and amortization			1,365				1,157				2,588				2,150
Total operating expenses			14,686				13,131				27,224				24,605
Operating loss			(14,009	)			(12,235	)			(25,914	)			(21,653	)
Interest expense			645				639				1,261				922
Interest income			(14	)			(26	)			(38	)			(56	)
Other expense, net			—				2				—				36
Net loss			(14,640	)			(12,850	)			(27,137	)			(22,555	)
Other comprehensive (income) loss, net:
Foreign currency translation			5				(253	)			(168	)			335
Comprehensive loss		$	(14,645	)		$	(12,597	)		$	(26,969	)		$	(22,890	)
Net loss per share:
Basic and diluted net loss per share		$	(0.19	)		$	(0.19	)		$	(0.35	)		$	(0.35	)

See accompanying notes to the consolidated financial statements.

 

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UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity

(unaudited)

 

 

		Common Stock				Additional- Paid-In Capital				Accumulated Deficit				Accumulated Other Comprehensive Income				Treasury Stock				Total
		(in thousands)
Balance as of July 1, 2012		$	758			$	212,326			$	(172,634	)		$	3,435			$	(140	)		$	43,745
Net loss			—				—				(27,137	)			—				—				(27,137	)
Foreign currency translation			—				—				—				168				—				168
Share-based compensation expense			12				4,506				—				—				—				4,518
Issuance of common stock from public offering, net of issuance costs			62				18,718				—				—				—				18,780
Issuance of common stock upon exercise of stock options			1				170				—				—				—				171
Balance as of December 31, 2012		$	833			$	235,720			$	(199,771	)		$	3,603			$	(140	)		$	40,245

See accompanying notes to the consolidated financial statements.

 

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UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

 

		Six Months Ended December  31,
		2012				2011
		(in thousands)
Cash flows from operating activities:
Net loss		$	(27,137	)		$	(22,555	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,588				2,150
Share-based compensation expense			4,518				3,385
Changes in assets and liabilities:
Accounts receivable			938				(349	)
Inventories			56				(59	)
Prepaid expenses and other current assets			(37	)			73
Other assets			6				(210	)
Accounts payable			(606	)			388
Accrued expenses			215				(364	)
Deferred revenue			(1,276	)			(1,214	)
Net cash used in operating activities			(20,735	)			(18,755	)
Cash flows from investing activities:
Purchases of property, plant and equipment			(1,321	)			(2,707	)
Net cash used in investing activities			(1,321	)			(2,707	)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt			—				9,885
Principal payments on long-term debt and capital lease obligations			(2,401	)			(1,317	)
Proceeds from the issuance of common stock, net of issuance costs			18,780				33,764
Proceeds from the exercise of options to purchase common stock			171				656
Purchase of treasury stock			—				(40	)
Net cash provided by financing activities			16,550				42,948
Effect of exchange rate changes on cash			10				(91	)
Net (decrease) increase in cash and cash equivalents			(5,496	)			21,395
Cash and cash equivalents at beginning of period			11,410				17,910
Cash and cash equivalents at end of period		$	5,914			$	39,305
Supplemental disclosure of non-cash activities
Purchases of property, plant and equipment in accounts payable and accrued expenses		$	119			$	453
Purchases of property, plant and equipment pursuant to capital lease agreements		$	—			$	19

See accompanying notes to the consolidated financial statements.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

1. Description of Business and Unaudited Financial Statements

Unilife Corporation and subsidiaries (the “Company”) is a U.S. based company engaged in the design, development, production and supply of injectable drug delivery systems. The Company builds long-term collaborations with pharmaceutical and biotechnology companies who utilize our innovative and highly differentiated devices to enable or enhance the clinical development, regulatory approval and lifecycle management of their injectable therapies. The Company’s broad portfolio of proprietary device technologies includes prefilled syringes with automatic needle retraction, drug reconstitution delivery systems, auto-injectors, bolus injection devices and targeted delivery systems. Each of the Company’s device platforms can be customized to address specific customer, drug and patient requirements. The Company manufactures and supplies its devices to pharmaceutical companies in a format where they are ready for filling with an injectable drug or vaccine. The drug-device combination product is then packaged by the pharmaceutical company and supplied ready for administration by healthcare workers or self-injecting patients.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited consolidated financial statements contain all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented as required by Rule 10-01 of Regulation S-X. Interim results may not be indicative of results for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the fiscal year ended June 30, 2012 contained in its Annual Report on Form 10-K.

References to A$ mean the lawful currency of the Commonwealth of Australia. References to € or euros are to the lawful currency of the European Union.

2. Liquidity

The Company has incurred recurring losses from operations during the year ended June 30, 2012 and the six months ended December 31, 2012 and anticipates incurring additional losses until such time that it can generate sufficient sales of its proprietary range of injectable drug delivery systems. Management estimates that cash and cash equivalents of $8.3 million as of December 31, 2012, which includes $2.4 million of restricted cash, together with the aggregate proceeds of $13.4 million from the Controlled Equity Offering Sales Agreement and the Securities Purchase Agreement as noted below are sufficient to sustain planned operations through the fourth quarter of fiscal 2013.

The Company will need additional funding in the future to support its operations and capital expenditure requirements. Management has identified several possible funding strategies, which may or may not be available. In addition to sales of its Unitract and Unifill syringe products to pharmaceutical companies with which the Company has existing commercial relationships, the Company is also in discussions with additional pharmaceutical companies pertaining to the Unifill syringe and other pipeline products. Should the Company enter into commercial relationships relating to the industrialization, commercial supply or preferred use of a device within a particular therapeutic market, the Company may receive additional funding or revenue streams. The Company may also seek to raise additional funds through the sale of additional debt or equity securities. There can be no assurance that any such funding will be available when needed or on acceptable terms. These various factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

In July 2012, the Company issued 6,154,000 shares of common stock and raised $18.8 million, net of issuance costs, through an underwritten registered public offering.

In October 2012, the Company entered into a Controlled Equity Offering Sales Agreement, pursuant to which the Company may, from time to time, issue and sell shares of common stock having an aggregate offering price of up to $45.0 million. In January 2013, the Company issued 1,613,492 shares of common stock and raised net proceeds of $3.8 million under the Sales Agreement. The Company is not obligated to make any additional sales of shares under the Sales Agreement.

In February 2013, the Company issued 4,460,966 shares of common stock for net proceeds of $9.6 million, net of issuance costs, pursuant to a Securities Purchase Agreement. The Company intends to use the proceeds from the issuance of common stock under the July registered public offering, the Controlled Equity Offering Sales Agreement and the Securities Purchase Agreement noted above to fund the continued development and commercial supply of its diversified portfolio of injectable drug delivery systems, to purchase and operate capital equipment, to expand production and for working capital and other general corporate purposes.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

3. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Unilife Corporation and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates are principally in the areas of revenue recognition and share-based compensation expense. Management bases its estimates on historical experience and various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Inventories

Inventories consist primarily of syringe components and include direct materials, direct labor and manufacturing overhead. Inventories are stated at the lower of cost or market, with cost determined using the first in, first out method. The Company routinely reviews its inventory for obsolete, slow moving or otherwise impaired inventory and records estimated impairments in the periods in which they occur. Inventories consist of the following:

 

		December 31, 2012				June 30, 2012
		(in thousands)
Raw materials		$	5			$	58
Work in process			118				143
Finished goods			33				11
Total inventories		$	156			$	212

Share-Based Compensation

The Company grants equity awards to its employees, directors and consultants. Certain employee and director awards vest over stated vesting periods and others also require achievement of specific performance or market conditions. The Company expenses the grant-date fair value of awards to employees and directors over their respective vesting periods. To the extent that employee and director awards vest only upon the achievement of a specific performance condition, expense is recognized over the period from the date management determines that the performance condition is probable of achievement through the date they are expected to be met. Awards granted to consultants are sometimes granted for past services, in which case their fair value is expensed on their grant date, while other awards require future service, or the achievement of performance or market conditions. Timing of expense recognition for consultant awards is similar to that of employee and director awards; however, aggregate expense is re-measured each quarter-end based on the then fair value of the award through the vesting date of the award. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model, with the exception of market-based grants, which are valued based on Monte Carlo option pricing models. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. See Note 4 for additional information regarding share-based compensation.

Revenue Recognition

The Company recognizes revenue from industrialization and development fees, licensing fees and product sales.

The Company recognizes up front, non-refundable licensing fees ratably over the expected life of the related agreement. Revenue from industrialization and development fees is recognized upon achievement of the “at risk” milestone events, which represents the culmination of the earnings process related to such events. Milestones include specific phases of projects such as product design, prototype availability, user tests, manufacturing proof of principle and the various steps to complete the industrialization of the product. Revenue recognized is commensurate with the milestones achieved and the Company has no future performance obligations related to previous milestone payments as each milestone payment is non-refundable when received.

The Company recognizes revenue from sales of products at the time of shipment and when title passes to the customer.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

4. Equity Transactions and Share-Based Compensation

In July 2012, the Company issued 6,154,000 shares of common stock and raised $18.8 million, net of issuance costs, through an underwritten registered public offering. The Company intends to use the proceeds from the public offering to fund the continued development and commercial supply of its diversified portfolio of injectable drug delivery systems, to purchase and operate capital equipment to expand production and for working capital and other general corporate purposes.

The Company recognized share-based compensation expense related to equity awards to employees, directors and consultants of $2.9 million and $1.5 million during the three months ended December 31, 2012 and 2011, respectively and $4.5 million and $3.4 million during the six months ended December 31, 2012 and 2011, respectively.

Stock Options and Warrants

The Company has granted stock options to certain employees and directors under the Employee Share Option Plan (the “Plan”). The Plan is designed to assist in the motivation and retention of employees and to recognize the importance of employees to the long-term performance and success of the Company. The Company has also granted stock options to certain consultants outside of the Plan. The majority of the options to purchase common stock vest on the anniversary of the date of grant, which ranges from one to three years. Additionally, certain stock options vest upon the closing price of the Company’s common stock reaching certain minimum levels, as defined in the agreements. Share-based compensation expense related to options granted to employees is recognized on a straight-line basis over the related vesting term. Share-based compensation expense related to options granted to consultants is recognized ratably over each vesting tranche of the options.

In November 2009, the Company adopted the 2009 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan provides for a maximum of 6,000,000 shares of common stock to be reserved for the issuance of stock options and other stock-based awards. Commencing on January 1, 2012, and on each January 1st thereafter, through January 1, 2019, the share reserve automatically adjusts so that it equals 17.5% of the weighted average number of shares of common stock outstanding reduced by the sum of any shares of common stock issued under the Stock Incentive Plan and any shares of common stock subject to outstanding awards under the Stock Incentive Plan.

In January 2010, the Company issued 1,000,000 options to purchase common stock to a consultant under the Stock Incentive Plan in consideration for various services to be performed for the Company. The options to purchase common stock are exercisable at A$6.33 per share and vest upon the trading price of the Company’s CHESS Depositary Interests reaching certain minimum levels on the Australian Securities Exchange, which range from A$1.75 to A$3.22 per share. The options are re-measured each reporting date and as of December 31, 2012 were valued at $0.05 per option, which is being expensed ratably over the vesting period of each tranche, which ranges from 1.7 years to 1.8 years. The options are re-valued on a quarterly basis and marked to market until exercised.

The following is a summary of activity related to stock options held by employees and directors during the six months ended December 31, 2012:

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (in years)				Aggregate Intrinsic Value
														(in thousands)
Outstanding as of July 1, 2012			5,577,959			$	4.41
Granted			300,000				2.88
Cancelled			(744,643	)			5.23
Expired			(258,334	)			2.10
Outstanding as of December 31, 2012			4,874,982			$	4.31				4.8			$	78
Exercisable as of December 31, 2012			2,044,330			$	3.57				2.7			$	78

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

The following is a summary of activity related to stock options and warrants held by persons other than employees and directors during the six months ended December 31, 2012:

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (in years)				Aggregate Intrinsic Value
														(in thousands)
Outstanding as of July 1, 2012			7,758,699			$	8.73
Exercised			(83,332	)			2.05
Expired			(3,637,430	)			9.46
Outstanding as of December 31, 2012			4,037,937			$	8.21				1.5			$	5
Exercisable as of December 31, 2012			3,037,937			$	8.74				1.3			$	5

The aggregate intrinsic value is defined as the difference between the market value of the Company’s common stock as of the end of the period and the exercise price of the in-the-money stock options. The total intrinsic value of stock options exercised during the six months ended December 31, 2012 and 2011 was $0.1 million and $1.0 million, respectively.

The Company used the following weighted average assumptions in calculating the fair value of options granted during the six months ended December 31, 2012 and 2011:

 

		Six Months Ended December 31, 2012				Six Months Ended December 31, 2011
Number of stock options granted			300,000				610,000
Expected dividend yield			0	%			0	%
Risk-free interest rate			0.91	%			1.38	%
Expected volatility			55	%			56	%
Expected life (in years)			6.0				6.0

The fair value of each stock option was estimated at the grant date using the Black-Scholes option pricing model, with the exception of grants subject to market conditions, which were valued using a Monte Carlo option pricing model. The Company has not historically paid dividends to its stockholders and, as a result, assumed a dividend yield of 0%. The risk free interest rate is based upon the rates of U.S. Treasury bonds with a term equal to the expected term of the option. Due to the Company’s limited Nasdaq trading history, the expected volatility used to value options granted after January 27, 2010 when the Company redomiciled onto the U.S. exchange is based upon a blended rate of the historical share price of the Company’s stock on the Australian Securities Exchange and the volatility of peer companies traded on U.S. exchanges operating in the same industry as the Company. The expected term of the options to purchase common stock issued to employees and directors is based upon the simplified method, which is the mid-point between the vesting date of the option and its contractual term unless a reasonable alternate term is estimated by management. The expected term of the options to purchase common stock issued to consultants is based on the contractual term of the awards.

Restricted Stock

The Company has granted shares of restricted stock to certain employees and consultants under the Stock Incentive Plan. During the period prior to vesting, the holder of the non-vested restricted stock will have the right to vote and the right to receive all dividends and other distributions declared. All non-vested shares of restricted stock are reflected as outstanding; however, they have been excluded from the calculation of basic earnings per share.

For employees, the fair value of restricted stock is measured on the date of grant using the price of the Company’s common stock on that date. Share-based compensation expense for restricted stock issued to employees is recognized on a straight-line basis over the requisite service period, which is generally the longest vesting period. For restricted stock granted to consultants, the fair value of the awards is re-valued on a quarterly basis and marked to market until vested. Share-based compensation expense for restricted stock issued to consultants is recognized ratably over each vesting tranche.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

The following is a summary of activity related to restricted stock awards during the six months ended December 31, 2012:

 

		Number of Restricted Stock Awards				Weighted Average Grant  Date Fair Value
Unvested as of July 1, 2012			4,511,665			$	4.86
Granted			1,360,000				2.95
Vested			(143,000	)			4.28
Cancelled			(158,690	)			4.78
Unvested as of December 31, 2012			5,569,975			$	4.41

5. Property, Plant and Equipment and Construction-in-Progress

Property, plant and equipment consist of the following:

 

 

		December 31, 2012				June 30, 2012
		(in thousands)
Building		$	32,188			$	32,182
Machinery and equipment			23,448				18,356
Computer software			2,593				2,544
Furniture and fixtures			374				374
Construction in progress			1,926				5,615
Land			2,036				2,036
Leasehold Improvements			32				32
			62,597				61,139
Less: accumulated depreciation and amortization			(11,222	)			(8,625	)
Property, plant and equipment, net		$	51,375			$	52,514

Construction in progress as of December 31, 2012 and June 30, 2012 consisted primarily of amounts incurred in connection with machinery and equipment.

6. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill during the six months ended December 31, 2012 are as follows:

 

		(in thousands)
Balance as of July 1, 2012		$	12,734
Foreign currency translation			259
Balance as of December 31, 2012		$	12,993

Intangible assets consist of patents acquired in a business acquisition of $0.1 million. Related accumulated amortization as of both December 31, 2012 and June 30, 2012 was $0.1 million. Future amortization expense is scheduled to be $7,000 annually, excluding the impact of foreign currency exchange.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

7. Long-Term Debt

Long-term debt consists of the following:

 

 

		December 31, 2012				June 30, 2012
		(In thousands)
6.00% Mortgage loans, due December 2031		$	13,875			$	14,033
6.00% Mortgage loans, due October 2020			3,469				3,588
12.85% Secured lending facility, due 2013			4,605				6,420
4.75% Bank term loans, due January 2021 through August 2021			1,788				1,874
5.00% Commonwealth of Pennsylvania financing authority loan, due January 2021			2,158				2,182
Other			524				668
			26,419				28,765
Less: current portion of long-term debt			5,804				5,655
Total long-term debt		$	20,615			$	23,110

Mortgage Loans

In October 2010, Unilife Cross Farm LLC, a wholly owned subsidiary of the Company, (“Cross Farm”) entered into a loan agreement with Metro Bank (“Metro”), pursuant to which Metro provided Cross Farm with two mortgage loans in the amounts of $14.25 million and $3.75 million. The proceeds received were used to finance the purchase of land and construction of the Company’s current corporate headquarters and manufacturing facility in York, Pennsylvania.

During construction, Cross Farm paid only interest on both term loans at the Prime Rate plus 1.50% per annum, with a floor of 4.50% per annum. Subsequent to construction, Cross Farm is paying principal and interest on both term loans, with interest at a fixed rate of 6.00%. The weighted average interest rate on both term notes was 6.00% and 5.38% during the six months ended December 31, 2012 and the year ended June 30, 2012, respectively.

The loan agreement contains certain customary covenants, including the maintenance of a Debt Service Reserve Account in the amount of $2.4 million, classified as restricted cash on the consolidated balance sheet, which will remain in place until Cross Farm and Metro agree on the financial covenants. The Company was in compliance with its debt covenants as of December 31, 2012. However, there can be no assurance that the Company will be able to maintain the Debt Service Reserve Account balance for a period of 12 months from December 31, 2012. Cross Farm may prepay the loan, but will incur a prepayment penalty of 2.0%, if it does so before October 2013. The U.S. Department of Agriculture has guaranteed $10.0 million of the loan.

Secured Lending Facility

In August 2011, the Company entered into a Master Lease Agreement with Varilease Finance, Inc. (“Varilease”) for up to $10.0 million of secured financing for production equipment for the Unifill syringe. Based on the Company’s continuing involvement throughout the term of the agreement and the integral nature of the production equipment, the transaction is being accounted for under the financing method. Over the term of the agreement, the Company will make 24 monthly installments based upon the amount drawn. This facility has an effective interest rate of 12.85%. At the end of the 24 month initial term, the Company has the option to (i) return the equipment; (ii) extend the term for 12 months followed by optional 6 month extensions terminable by either party; or (iii) repurchase the equipment for a price to be agreed upon by both lessor and lessee. The secured lending facility contains covenants and provisions for events of default customarily found in lease agreements.

Commonwealth of Pennsylvania Financing Authority Loan

In October 2009, the Company accepted a $5.45 million offer of assistance from the Commonwealth of Pennsylvania which included up to $2.25 million in financing for land and the construction of its current manufacturing facility. In December 2010, Cross Farm received the $2.25 million loan which bears interest at a rate of 5.00% per annum, matures in January 2021 and is secured by a third mortgage on the facility. In connection with the loan agreement, Cross Farm entered into an intercreditor agreement by which the Commonwealth of Pennsylvania agreed that it would not exercise its rights in the event of a default by Cross Farm without the consent of Metro, which holds the first and second mortgages on the facility.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

8. Net Loss Per Share

The Company’s net loss per share is as follows:

 

		Three Months Ended December 31,								Six Months Ended December 31,
		2012				2011				2012				2011
		(In thousands, except share and per share data)
Numerator
Net loss		$	(14,640	)		$	(12,850	)		$	(27,137	)		$	(22,555	)
Denominator
Weighted average number of shares used to compute basic net loss per share			77,622,481				66,053,226				77,525,619				64,050,203
Effect of dilutive options to purchase common stock			—				—				—				—
Weighted average number of shares used to compute diluted net loss per share			77,622,481				66,053,226				77,525,619				64,050,203
Basic and diluted net loss per share		$	(0.19	)		$	(0.19	)		$	(0.35	)		$	(0.35	)

Due to the Company’s net losses, unvested shares of restricted stock (participating securities) totaling 5,510,846 and 2,128,872 were excluded from the calculation of basic and diluted loss per share during the three months ended December 31, 2012 and 2011, respectively and unvested shares of restricted stock (participating securities) totaling 4,967,496 and 2,056,904 were excluded from the calculation of basic and diluted loss per share during the six months ended December 31, 2012 and 2011, respectively.

In addition, stock options (non-participating securities) totaling 8,427,743 and 9,758,083 during the three months ended December 31, 2012 and 2011, respectively, were excluded from the calculation of diluted net loss per share and stock options (non-participating securities) totaling 9,240,923 and 9,874,048 during the six months ended December 31, 2012 and 2011, respectively, were excluded from the calculation of diluted net loss per share, as their effect would have been anti-dilutive. Certain of these stock options were excluded solely due to the Company’s net loss position. Had the Company reported net income during the three months ended December 31, 2012 and 2011, these shares would have had an effect of 279,094 and 1,128,193 diluted shares, respectively, for purposes of calculating diluted net loss per share. Had the Company reported net income during the six months ended December 31, 2012 and 2011, these shares would have had an effect of 431,092 and 1,240,948 diluted shares, respectively, for purposes of calculating diluted net loss per share.

9. Contingencies

From time to time, the Company is involved in various legal proceedings, claims, suits and complaints arising out of the normal course of business. Based on the facts currently available to the Company, management believes that these claims, suits and complaints are adequately provided for, covered by insurance, without merit or not probable that an unfavorable outcome will result.

10. Business Alliances

Sanofi

The Company signed an exclusive licensing agreement and an industrialization agreement with Sanofi, a multinational pharmaceutical company, between June 2008 and July 2009. Under the terms of these agreements, Sanofi had agreed to pay the Company an aggregate of approximately $36.4 million in exclusivity fees and industrialization milestone payments for the exclusive right to negotiate the purchase of the Unifill ready-to-fill (prefilled) syringe (Unifill syringe or product).

Pursuant to the exclusive licensing agreement, Sanofi had paid the Company a €10.0 million ($13.0 million) up front non-refundable one-time fee. During the year ended June 30, 2009, the Company recognized $2.5 million of this up-front payment as revenue and deferred $10.6 million, which is being recognized on a straight-line basis over the remaining term of the agreement.

Pursuant to the industrialization agreement, Sanofi agreed to pay the Company up to €17.0 million in milestone-based payments to fund the completion of the Company’s industrialization program for the Unifill syringe. During the six months ended December 31, 2011 the Company received and recognized as revenue the final €1.0 million milestone payment under the industrialization agreement.

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

This exclusive right for Sanofi to negotiate for the purchase of the Unifill syringe is limited to the therapeutic drug classes of anti-thrombotic agents, vaccines and four confidential sub-classes until June 30, 2014 (exclusivity list). The Company is able to negotiate with other pharmaceutical companies seeking to utilize the Unifill syringe with drugs targeted for use in therapeutic drug classes outside of those retained by Sanofi under its exclusivity list. Upon mutual agreement by both parties, Sanofi may add additional therapeutic sub-classes to the exclusivity list for the Unifill syringe provided the Company has not previously signed exclusive terms for the product to a third party. The Company is not obligated to sell more than 30% of its annual production capacity for the Unifill syringe to Sanofi without written notification up to two years in advance.

11. Financial Instruments

The Company does not hold or issue financial instruments for trading purposes. The estimated fair values of the Company’s financial instruments are as follows:

 

 

		December 31, 2012								June 30, 2012
		Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
		(in thousands)
Assets:
Cash equivalents — certificates of deposit		$	1,003			$	1,003			$	1,003			$	1,003

The carrying amount of the Company’s cash equivalents, which includes certificates of deposit, accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short term maturities of these items. The estimated fair value of the Company’s debt approximates its carrying value based upon the rates that the Company would currently be able to receive for similar instruments of comparable maturity.

The Company categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The levels in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table presents the Company’s assets that are measured at fair value on a recurring basis for the periods presented:

 

 

		Fair Value Based On
		Quoted Market Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total Fair Value Measurements
		(in thousands)
Cash equivalents — certificates of deposit (December 31, 2012)		$	—			$	1,003			$	—			$	1,003
Cash equivalents — certificates of deposit (June 30, 2012)		$	—			$	1,003			$	—			$	1,003

 

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Unilife Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

 

12. Subsequent Events

In January 2013, the Company issued 1,613,492 shares of common stock and raised net proceeds of $3.8 million under the Controlled Equity Offering Sales Agreement, which was initially entered into during October 2012.

In February 2013, the Company issued 4,460,966 shares of common stock and 1,586,988 warrants to purchase common stock for net proceeds of $9.6 million, net of issuance costs, pursuant to a Securities Purchase Agreement. The warrants to purchase common stock are exercisable at $3.00 per share for a period of five years from the date of grant.

 

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Unilife Corporation:

We have reviewed the consolidated balance sheet of Unilife Corporation and subsidiaries as of December 31, 2012, the related consolidated statements of operations and comprehensive loss for the three-month and six-month periods ended December 31, 2012 and 2011, the related consolidated statement of stockholders’ equity for the six-month period ended December 31, 2012, and the consolidated statements cash flows for the six month periods ended December 31, 2012 and 2011. These consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Unilife Corporation and subsidiaries as of June 30, 2012, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for the year then ended (not presented herein); and in our report dated September 13, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Note 2 of Unilife Corporation’s audited consolidated financial statements as of June 30, 2012, and for the year then ended, discloses that the Company had incurred recurring losses from operations and has limited cash resources. Our auditors’ report on those consolidated financial statements dated September 13, 2012, includes an explanatory paragraph referring to the matters in note 2 of those consolidated financial statements, and indicating that these matters raised substantial doubt about the Company’s ability to continue as a going concern. As indicated in note 2 of the Company’s unaudited interim consolidated financial statements as of December 31, 2012, and for the six months then ended, the Company has continued to incur operating losses. The accompanying interim financial information does not include any adjustments that might result from the outcome of this uncertainty.

/s/ KPMG LLP

Harrisburg, Pennsylvania

February 11, 2013

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Information

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis includes certain forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Risk Factors” section of our Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.

Certain statements in this Quarterly Report on Form 10-Q may constitute forward looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and those described from time to time in other reports which we file with the Securities and Exchange Commission.

Overview

We are a U.S. based company engaged in the design, development, production and supply of injectable drug delivery systems. We build long-term collaborations with pharmaceutical and biotechnology companies who utilize our innovative and highly differentiated devices to enable or enhance the clinical development, regulatory approval and lifecycle management of their injectable therapies. Our broad portfolio of proprietary device technologies includes prefilled syringes with automatic needle retraction, drug reconstitution delivery systems, auto-injectors, bolus injection devices and targeted delivery systems. Each of our device platforms can be customized to address specific customer, drug and patient requirements. We manufacture and supply our devices to pharmaceutical companies in a format where they are ready for filling with an injectable drug or vaccine. The drug-device combination product is then packaged by the pharmaceutical company and supplied ready for administration by healthcare workers or self-injecting patients.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. This requires management to make certain estimates, judgments and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes.

Our critical accounting policies and estimates are described in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” of our Annual Report on Form 10-K. There have been no changes in critical accounting policies in the current year from those described in our Annual Report on Form 10-K.

 

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Results of Operations

The following table summarizes our results of operations for the three and six months ended December 31, 2012 and 2011:

 

		Three Months Ended								Six Months Ended
		December 31,								December 31,
		2012				2011				2012				2011
		(in thousands, except per share data)
Revenues:
Industrialization and development fees		$	—			$	249			$	—			$	1,689
Licensing fees			663				646				1,326				1,318
Product sales and other			36				17				65				35
Total revenues			699				912				1,391				3,042
Cost of product sales			22				16				81				90
Gross profit			677				896				1,310				2,952
Operating expenses:
Research and development			4,994				5,262				9,732				9,560
Selling, general and administrative			8,327				6,712				14,904				12,895
Depreciation and amortization			1,365				1,157				2,588				2,150
Total operating expenses			14,686				13,131				27,224				24,605
Operating loss			(14,009	)			(12,235	)			(25,914	)			(21,653	)
Interest expense			645				639				1,261				922
Interest income			(14	)			(26	)			(38	)			(56	)
Other expense, net			—				2				—				36
Net loss		$	(14,640	)		$	(12,850	)		$	(27,137	)		$	(22,555	)
Net loss per share:
Basic and diluted net loss per share		$	(0.19	)		$	(0.19	)		$	(0.35	)		$	(0.35	)

Three Months Ended December 31, 2012 Compared to Three Months Ended December 31, 2011

Revenues. Revenues decreased by $0.2 million or 23%. During both the three months ended December 31, 2012 and 2011, we recognized revenues from our exclusive licensing agreement with Sanofi of $0.7 million and $0.6 million, respectively. We have recognized and will continue to recognize revenue from the exclusive licensing agreement on a straight-line basis over the remaining term of the agreement. Since these revenues are based in euros, fluctuations in the amount of revenue recognized will result from fluctuations in foreign currency translation rates. During the three months ended December 31, 2011, we recognized $0.2 million industrialization and development fees related to the clinical development and supply of a novel drug delivery device for targeted organ delivery.

Research and development expenses. Research and development expenses decreased by $0.3 million or 5% due to lower material costs, which were partially offset by increased payroll costs.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $1.6 million or 24% primarily due to an increase in our non-research and development share-based compensation expense.

Depreciation and amortization expense. Depreciation and amortization expense increased by $0.2 million or 18% primarily as a result of additional machinery and equipment placed into service subsequent to December 31, 2011.

Net loss and net loss per share. Net loss during the three months ended December 31, 2012 and 2011 was $14.6 million and $12.9 million, respectively. Basic and diluted net loss per share was $0.19, on weighted average shares outstanding of 77,622,481 and 66,053,226, for the three months ended December 31, 2012 and 2011, respectively. The increase in the weighted average shares outstanding was primarily due to the issuance of common stock in connection with our November 2011 and July 2012 equity financings.

Six Months Ended December 31, 2012 Compared to Six Months Ended December 31, 2011

Revenues. Revenues decreased by $1.7 million or 54%. During both the six months ended December 31, 2012 and 2011, we recognized revenues from our exclusive licensing agreement with Sanofi of $1.3 million. We have recognized and will continue to recognize revenue from the exclusive licensing agreement on a straight-line basis over the remaining term of the agreement. Since these revenues are based in euros, fluctuations in the amount of revenue recognized will result from fluctuations in foreign currency translation rates. During the six months ended December 31, 2011, we recognized $1.4 million related to the achievement of the last milestone under our industrialization agreement with Sanofi and $0.2 million industrialization and development fees related to the clinical development and supply of a novel drug delivery device for targeted organ delivery.

 

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Research and development expenses. Research and development expenses increased by $0.2 million or 2% due to expenditures related to the development of our portfolio of injectable drug delivery systems.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $2.0 million or 16% primarily due to an increase in our non-research and development share-based compensation expense as well as higher professional fees.

Depreciation and amortization expense. Depreciation and amortization expense increased by $0.4 million or 20% primarily as a result of additional machinery and equipment placed into service subsequent to December 31, 2011.

Interest expense. Interest expense increased by $0.3 million, primarily resulting from debt incurred in relation to our secured lending facility for production equipment for the Unifill syringe during August 2011.

Net loss and net loss per share. Net loss during the six months ended December 31, 2012 and 2011 was $27.1 million and $22.6 million, respectively. Basic and diluted net loss per share was $0.35, on weighted average shares outstanding of 77,525,619 and 64,050,203, for the six months ended December 31, 2012 and 2011, respectively. The increase in the weighted average shares outstanding was primarily due to the issuance of common stock in connection with our November 2011 and July 2012 equity financings.

Liquidity and Capital Resources

To date, we have funded our operations primarily from a combination of equity issuances, borrowings under our bank mortgage, term loans, an external secured financing and payments from Sanofi under our exclusive licensing and industrialization agreements. As of December 31, 2012, cash and cash equivalents were $5.9 million, restricted cash was $2.4 million and our long-term debt was $26.4 million. As of June 30, 2012, cash and cash equivalents were $11.4 million, restricted cash was $2.4 million and our long-term debt was $28.8 million. The $2.4 million of restricted cash relates to amounts that must remain in cash deposits under our loan agreement with Metro Bank (“Metro”).

During July 2012, we issued 6,154,000 shares of common stock and raised $18.8 million, net of issuance costs, through an underwritten registered public offering.

During October 2012, we entered into a Controlled Equity Offering Sales Agreement, pursuant to which we may, from time to time, issue and sell shares of common stock having an aggregate offering price of up to $45.0 million. In January 2013, we issued 1,613,492 shares of common stock and raised net proceeds of $3.8 million under the Sales Agreement. We are not obligated to make any additional sales of shares under the Sales Agreement.

In February 2013, we issued 4,460,966 shares of common stock for net proceeds of $9.6 million, net of issuance costs, through a Securities Purchase Agreement. We intend to use the proceeds from the issuance of common stock under the July registered public offering, the Controlled Equity Offering Sales Agreement and the Securities Purchase Agreement noted above to fund the continued development and commercial supply of our diversified portfolio of injectable drug delivery systems, to purchase and operate capital equipment, to expand production and for working capital and other general corporate purposes.

We incurred recurring losses from operations during the year ended June 30, 2012 and the six months ended December 31, 2012 and anticipate incurring additional losses until such time that we can generate sufficient sales of our proprietary range of injectable drug delivery systems. We estimate that cash and cash equivalents of $8.3 million as of December 31, 2012, which includes $2.4 million of restricted cash, together with the aggregate proceeds of $13.4 million from the Controlled Equity Offering Sales Agreement and the Securities Purchase Agreement as noted above are sufficient to sustain planned operations through the fourth quarter of fiscal 2013.

 

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The following table summarizes our cash flows during the six months ended December 31, 2012 and 2011:

 

		Six Months Ended December 31,
		2012				2011
		(in thousands)
Net cash provided by (used in):
Operating activities		$	(20,735	)		$	(18,755	)
Investing activities			(1,321	)			(2,707	)
Financing activities			16,550				42,948

Net Cash Used In Operating Activities

Net cash used in operating activities during the six months ended December 31, 2012 was $20.7 million compared to $18.8 million during the six months ended December 31, 2011. The increase in net cash used in operations was primarily due to the decline in revenue.

Net Cash Used in Investing Activities

Net cash used in investing activities was $1.3 million during the six months ended December 31, 2012 compared to $2.7 million during the six months ended December 31, 2011, primarily as a result of costs incurred in connection with the purchase of machinery and related equipment.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the six months ended December 31, 2012 was $16.6 million compared to $42.9 million during the six months ended December 31, 2011. During the six months ended December 31, 2012, we received $18.8 million in connection with our public offering of common stock, partially offset by principal debt payments of $2.4 million. During the six months ended December 31, 2011, we received $33.8 million in connection with a public offering of common stock and $9.9 million in proceeds associated with our secured lending facility agreement with Varilease.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates and foreign currency exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows.

Interest Rate Risk

Our exposure to interest rate risk is limited to our cash and cash equivalents that are invested in money market funds with highly liquid short term investments and our variable interest rate term loans. We currently do not utilize derivative instruments to mitigate changes in interest rates.

Foreign Currency Exchange Rate Fluctuations

Certain of our revenues are derived from payments under our industrialization agreement received in euros while we incur most of our expenses in U.S. dollars and Australian dollars. In addition, a portion of our cash and cash equivalents and investments are held at Australian banking institutions and are denominated in Australian dollars. We are exposed to foreign currency exchange rate risks on these amounts. We currently do not utilize options or forward contracts to mitigate changes in foreign currency exchange rates. For U.S. reporting purposes, we translate all assets and liabilities of our non-U.S. entities into U.S. dollars using the exchange rate as of the end of the related period and we translate all revenues and expenses of our non-U.S. entities using the average exchange rate during the applicable period.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such terms is defined in Rules 13a-15(e) under the Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

 

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Changes in Internal Control

There has not been any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

Item 6. Exhibits

The exhibits to this report are listed in the Exhibit Index below.

 

Exhibit No.		Description of Exhibit		Included Herewith
15		Awareness Letter of Independent Registered Public Accounting Firm			X
31.1		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer			X
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer			X
32.1		Section 1350 Certification			X
32.2		Section 1350 Certification			X
101.INS		XBRL Instance Document			X
101.SCH		XBRL Taxonomy Extension Schema			X
101.CAL		XBRL Taxonomy Extension Calculation Linkbase			X
101.LAB		XBRL Taxonomy Extension Label Linkbase			X
101.PRE		XBRL Taxonomy Extension Presentation Linkbase			X
101.DEF		XBRL Taxonomy Extension Definition Linkbase			X

 

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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.

 

Date: February 11, 2013		UNILIFE CORPORATION
		By:		/s/ R. Richard Wieland II
				R. Richard Wieland II
				Chief Financial Officer

 

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