Full Press Release Details
GALENA BIOPHARMA, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION
In order to provide Galena Biopharma, Inc. ("we," "us," "our," "Galena" or the "company") with the flexibility to file with the Securities and Exchange Commission (the "Commission") a registration statement for a public offering of securities prior to filing its Annual Report on Form 10-K for the year ended December 31, 2015, the Commission's rules require that the most recently filed annual financial statements be recast to reflect any subsequent changes in accounting principles or presentation that are being applied retrospectively. As a result, the Company has recast some of the financial information presented in its Annual Report on Form 10-K/A for the year ended December 31, 2014 (filed with the Commission on March 5, 2015) (the "2014 Form 10-K/A") to reflect certain changes in accounting principles or basis of presentation that are being applied retrospectively.
Specifically, the Company has recast its consolidated financial statements as of December 31, 2014 and 2013 and for each of the years then ended and the related Management's Discussion and Analysis of Results of Operations and Financial Condition, to reflect the Company's retrospective application of Financial Accounting Standards Board Statement of Topic 205-20 - Discontinued Operations for the presentation of the commercial business as held for sale and in discontinued operations in the accompanying financial statements. These changes have already been reflected in the Company's most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (filed with the Commission on November 9, 2015) (the "September 2015 Form 10-Q"). Except as related to the transactions and matters that have led to the recast financial information presented herein, the disclosures contained herein have not been updated for other transactions and/or events from those disclosures contained in the Company's 2014 Form 10-K; accordingly, the financial information herein should be read in connection with the Company's recently filed September 2015 Form 10-Q.
| Page No. | |
| Item 6. Select Financial Data | 2 |
| Item 7. Management's Discussion and Analysis | 2 |
| Item 8. Financial Statements | 13 |
ITEM 6. SELECTED FINANCIAL DATA
| Years Ended December 31, | |||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||
| Research and development (1) | $ | 27,674 | $ | 20,424 | $ | 14,614 | $ | 3,851 | $ | 7,873 | |||||||||
| General, and administrative (1) | 16,226 | 8,065 | 6,585 | 8,635 | 8,752 | ||||||||||||||
| Non-operating income (loss) (1) | 15,616 | (41,786 | ) | (13,178 | ) | 9,079 | 4,632 | ||||||||||||
| Loss from continuing operations (1) | (28,284 | ) | (71,327 | ) | (33,325 | ) | (3,407 | ) | (11,993 | ) | |||||||||
| Loss from continuing operations per share (1) | (0.24 | ) | (0.79 | ) | (0.53 | ) | (0.09 | ) | (0.67 | ) | |||||||||
| As of December 31, | |||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
| Total assets (1) | $ | 80,488 | $ | 87,976 | $ | 54,986 | $ | 30,968 | $ | 7,476 | |||||||||
| Total debt (1) | 8,402 | 9,892 | - | - | - | ||||||||||||||
| Other long-term obligations (1) | 11,704 | 11,874 | 11,311 | 9,654 | 20 | ||||||||||||||
| Total stockholders' equity (1) | 37,059 | 5,886 | 27,756 | 10,112 | 2,430 |
(1) See Note 4 of the notes to the consolidated financial statements for discussion of our spin-off of RXi activities being classified as discontinued operations in the consolidated statements of expenses for 2012 and 2011. The net assets of RXi were removed from the consolidated balances sheet as of the date of the spin-off and were recorded as an equity distribution. The selected financial data referenced for the years ended December 31, 2012 and 2011 are exclusive of RXi activities.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" below, and the consolidated financial statements and accompanying notes and previously filed Annual Reports on Form 10-K for further information regarding our consolidated results and financial position for periods reported herein and for known factors that will impact comparability of future results.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with the consolidated financial statements and the notes to consolidated financial statements included elsewhere in this annual report. This "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of indicators of forward-looking statements and specific important factors that could cause actual results to differ materially from those contained in forward-looking statements, see "Risk Factors" under Part I - Item 1A of this annual report. This "Management's Discussion and Analysis of Financial Condition and Results of Operations" section should be read and interpreted in light of such factors. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and elsewhere in this annual report.
You may have difficulty evaluating our business, because we completed a partial spin off of RXi on April 26, 2012. Since the partial spin-off, our financial statements have no longer reflected the consolidated financial condition and results of operations of RXi, and we have accounted for our partial ownership of RXi based on the cost method of accounting. In addition, during the quarter ended September 30, 2015 the company completed a strategic review of the company's commercial business including the ongoing sale, distribution and marketing of our two commercial products, Abstral (fentanyl) Sublingual Tablets and Zuplenz (ondansetron) Oral Soluble Film (our "commercial business" asset group). As a result of the review, we made a determination to sell or otherwise dispose of our commercial business. These actions caused the company to meet the relevant criteria for reporting the company's commercial business as held for sale and in discontinued operations. For these reasons, the historical consolidated financial information included in this annual report do not necessarily reflect the financial condition, results of operations or cash flows that we will achieve in the future.
Galena Biopharma, Inc. ("we," "us," "our," "Galena" or the "company") is a biopharmaceutical company committed to the development and commercialization of targeted oncology therapeutics that address major unmet medical needs. Galena's development portfolio is focused primarily on addressing the rapidly growing patient populations of cancer survivors by harnessing the power of the immune system to prevent cancer recurrence. The Company's pipeline consists of multiple mid- to late-stage clinical assets, including novel cancer immunotherapy programs led by NeuVax (nelipepimut-S), and GALE-301. NeuVax is currently in a pivotal, Phase 3 clinical trial with several concurrent Phase 2 trials ongoing both as a single agent and in combination with other therapies. GALE-301 is in a Phase 2a clinical trial in ovarian and endometrial cancers and in a Phase 1b given sequentially with GALE-302.
We are seeking to build value for shareholders through pursuit of the following objectives:
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates, allocations and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to impairment of goodwill and long-lived assets, accrued liabilities, net revenue, and certain expenses. Our estimates about the carrying values of assets and liabilities that are not readily apparent from other sources are based on historical experience and on other assumptions believed to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. Additionally, the financial information included here may not necessarily reflect the financial position, operating results, changes in our invested equity and cash flows in the future.
Our significant accounting policies are summarized in the notes to our consolidated financial statements. We believe the following critical accounting policies involve significant judgments and estimates used in the preparation of our financial statements.
The company recognizes revenue from the sale of Abstral. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and title has passed, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured.
The Abstral product is sold through the company's commercial business. The company's 2015 decision and commitment to pursue a plan to sell or otherwise divest the company's commercial business caused the company to meet the relevant criteria for reporting the commercial operations as held for sale and in discontinued operations. As a result, net revenue from Abstral product sales is reflected in discontinued operations in the accompanying financial statements. The planned sale or divestiture of the company's commercial business will result in a significant decrease in our reported revenue.
Abstral product is sold to wholesale pharmaceutical distributors and retail pharmacies in the United States , or collectively, our "customers," subject to rights of return. During the year ended December 31, 2013, we began recognizing Abstral product sales at the time title transfers to our customer, and providing for an estimate of future product returns. Revenue from product sales is recorded net of provisions for estimated returns, prompt pay discounts, wholesaler discounts, rebates, chargebacks, patient assistance program rebates and other deductions as needed. Refer to Note 1 of the notes to the consolidated financial statements for a detailed description of these reserves.
Research and Development Expenses
Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments, and clinical trial expenses.
Clinical trial expenses include direct costs associated with contract research organizations ("CROs"), as well as well as patient-related costs at sites at which our trials are being conducted.
Direct costs associated with our CROs are generally payable on a time and materials basis, or when certain enrollment and monitoring milestones are achieved. Expense related to a milestone is recognized in the period in which the milestone is achieved or in which we determine that it is more likely than not that it will be achieved.
The invoicing from clinical trial sites can lag several months. We accrue these site costs based on our estimate of upfront set-up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.
Stock-Based Compensation
We follow the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation" ("ASC 718"), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.
For stock options granted as consideration for services rendered by non-employees, we recognize compensation expense in accordance with the requirements of FASB ASC Topic 505-50 ("ASC 505-50"), "Equity Based Payments to Non-Employees." Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of our common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.
The fair value of each option grant is estimated using the Black-Scholes option-pricing model, with the following weighted average assumptions to determine the fair value of all its stock options granted:
| 2014 | 2013 | |||||
| Risk free interest rate | 2.01 | % | 1.57 | % | ||
| Volatility | 79.37 | % | 77.98 | % | ||
| Expected lives (years) | 6.16 | 6.25 | ||||
| Expected dividend yield | 0.00 | % | 0.00 | % |
The company's expected common stock price volatility assumption is based upon the volatility of a basket of companies that we consider comparable to us. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718-10, which averages the contractual term of the options of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual terms of the options. The dividend yield assumption of zero is based upon the fact that the company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates.
The company has an estimated annualized forfeiture rate of 15.0% for options granted to employees, and 8.0% for options granted to senior management and no forfeiture rate for directors. The company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.
Derivative Financial Instruments
During the normal course of business, from time to time, we issue warrants and options to vendors as consideration to perform services. We may also issue warrants as part of a debt or equity financing. We do not enter into any derivative contracts for speculative purposes.
We recognize all derivatives as assets or liabilities measured at fair value with changes in fair value of derivatives reflected as current period income or loss unless the derivatives qualify for hedge accounting and are accounted for as such. During the year ended December 31, 2013, we issued warrants to purchase approximately 7,000,000 shares of common stock, in connection with equity transactions. There were no warrants issued during the year ended December 31, 2014 in connection with equity transactions. In accordance with ASC Topic 815-40, "Derivatives and Hedging - Contracts in Entity's Own Stock" ("ASC 815-40"), the value of these warrants is required to be recorded as a liability, as the holders have an option to put the warrants back to us in certain events, as defined, and the warrants are determined not to be indexed to the company's own stock.
The derivative liabilities are remeasured each period end to the estimated fair value. The fair value of our derivative liabilities is estimated using the appropriate pricing model, with the following assumptions at December 31:
| 2014 | 2013 | ||||
| Risk free interest rate | NA | 0.11% - 1.61% | |||
| Volatility | NA | 66.85% - 73.45% | |||
| Expected lives (years) | NA | 0.59 - 4.72 | |||
| Expected dividend yield | NA | 0.00 | % |
The company's expected common stock price volatility assumption is based upon the volatility of a basket of companies that we consider comparable to us. The expected life assumptions for the warrants is estimated to coincide with the contractual terms of the warrants.
Business Combinations and Asset Purchases
We allocate the purchase price of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Some of the items, including property and equipment, other intangible assets, certain accrued liabilities and other reserves require a degree of management judgment. Certain estimates may change as additional information becomes available. Management finalizes the purchase price allocation within 12 months of the acquisition date as certain initial accounting estimates are resolved.
Goodwill, Other Intangible Assets and Impairment of Long-Lived Assets
Goodwill and Intangible Assets - Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:
Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the company will then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the "First Step"). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the "Second Step"). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its indefinite-lived intangible assets, the company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.
Intangible assets not considered indefinite-lived are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. The company's policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.
The company performed its review for impairment using the qualitative assessment for both goodwill and indefinite-lived intangible assets, and has determined that there has been no impairment to these assets as of December 31, 2014.
Acquisitions and In-Licensing - For all in-licensed products and technologies, we perform an analysis to determine whether we hold a variable interest or a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. As of December 31, 2014, we determined there were no variable interest entities required to be consolidated.
The acquisition of the Abstral U.S. rights has been accounted for as an asset acquisition and not a business combination. The purchase price, including transaction costs, was recorded as an intangible asset related to the license and distribution rights acquired in the transaction. No other significant assets or liabilities were acquired or assumed in the transaction.
The Company met the relevant criteria for reporting the commercial operations as held for sale as of September 30, 2015, and as a result, assessed the commercial asset group for impairment pursuant to ASC Topic 360, Property, Plant, and Equipment. The net carrying value of the commercial asset group was compared to its fair value as of September 30, 2015. The Company determined that the fair value using a risk adjusted net present value of deal consideration received from bids from potential acquirers. The Company determined that the carrying value exceeded its fair value and as a result recorded an $8.1 million impairment charge on assets classified as held for sale in the quarterly period ended September 30, 2015.
Refer to Note 15 of the notes to the consolidated financial statements for further information regarding the acquisition of Abstral U.S. rights and Note 20 as to our reporting the commercial operations as held for sale and in discontinued operations.
Valuation of Contingent Purchase Price Consideration
Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company (earn-out). Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, are reflected in income or expense in the consolidated statements of comprehensive loss. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing of development milestones achieved and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.
Legal Fees and Insurance Recoveries
There can be a significant time lag between the time that legal fees are incurred and the insurance reimbursement available to offset the related costs. The legal costs are recorded in the period they are incurred, and the insurance recoveries for those costs are recorded in the period when the insurance reimbursement is deemed probable.
Results of Operations for the Years Ended December 31, 2014, 2013 and 2012
For the year ended December 31, 2014, our net loss was $36.6 million compared with net losses of $76.7 million and $35.0 million for the years ended December 31, 2013 and 2012, respectively. Loss from continuing operations for the year ended December 31, 2014, was $28.3 million compared with losses from continuing operations of $71.3 million and $33.3 million for the years ended December 31, 2013 and 2012, respectively.
During the third quarter of 2015, the company completed its strategic review and concluded to solely focus its resources on its development pipeline and our management and board of directors committed to pursue a plan to sell or otherwise divest the company's commercial business. These actions caused the company to meet the relevant criteria for reporting the company's commercial business as held for sale and in discontinued operations. Discontinued operations for the years ended December 31, 2014 and 2013 is comprised of the revenue, expenses, gains and losses of our commercial business. Our loss from discontinued operations for the year ended December 31, 2014 was $8.3 million compared with $5.4 million for the year ended December 31, 2013.
Our loss from discontinued operations for the year ended December 31, 2012 consists of costs and expenses of RXi prior to its spin-off from Galena. Since the partial spin-off of RXi on April 26, 2012, our financial statements have no longer reflected the consolidated financial condition and results of operations of RXi, and we have accounted for our partial ownership of RXi based on the cost method of accounting.
Further analysis of the changes and trends in our operating results are discussed below.
Research and Development Expense
Research and development expense consists primarily of clinical trial expenses and compensation-related costs for our employees dedicated to research and development activities, compensation paid to our Scientific Advisory Board ("SAB") members, and licensing fees and patent prosecution costs. Research and development expense for the years ended December 31, 2014 and 2013 were as follows (dollars in thousands):
| Year Ended December 31, | ||||||||||
| 2014 | 2013 | % Change | ||||||||
| Research and development expense | $ | 27,674 | $ | 20,424 | 35 | % |
The increase in research and development expense in 2014 was primarily related to the ramp-up of our Phase 3 PRESENT clinical trial and the related enrollment efforts. We expect research and development expense related to our PRESENT trial to remain at current levels through the first quarter of 2015, and then begin to decrease throughout 2015 as we complete the enrollment phase of the trial and transition to the monitoring and follow-up phase. The expected decrease in costs could be partially offset by the increase in research and development expense related to the continued enrollment in our NeuVax combination trials, our GALE-301 Phase 2 clinical trial and the GALE-401 program.
Research and development expense for the years ended December 31, 2013 and 2012 were as follows (dollars in thousands):
| Year Ended December 31, | ||||||||||
| 2013 | 2012 | % Change | ||||||||
| Research and development expense | $ | 20,424 | $ | 14,614 | 40 | % |
The increase in research and development expense in 2013 was primarily related to the ramp-up of our Phase 3 PRESENT clinical trial and the related enrollment efforts.
General and Administrative Expense
Selling, general and administrative expense includes compensation-related costs for our employees dedicated to sales and marketing, general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. Selling, general and administrative expense for the years ended December 31, 2014 and 2013 were as follows (dollars in thousands):
| Year Ended December 31, | ||||||||||
| 2014 | 2013 | % Change | ||||||||
| General and administrative expense | $ | 16,226 | $ | 8,065 | 101 | % |
The year-over-year increase was significantly impacted by legal expenses related to the ongoing litigation and proceedings described in Part I, Item 3 of this report, which were approximately $7 million in 2014. We exceeded the retention (deductible) under our insurance policy during the third quarter of 2014, and therefore realized insurance recoveries of $2 million that partially offset these fees. The increase in selling, general and administrative expense in 2014 was also due to additional personnel expenses for corporate support of our commercial operations.
Selling, general and administrative expense for the years ended December 31, 2013 and 2012 was as follows (dollars in thousands):
| Year Ended December 31, | ||||||||||
| 2013 | 2012 | % Change | ||||||||
| General and administrative expense | $ | 8,065 | $ | 6,585 | 22 | % |
Selling, general and administrative expense increased during the year ended December 31, 2013, primarily due an increase of $0.7 million in non-cash stock-based compensation as well as additional personnel expenses for corporate support for the launch of commercial operations in 2013. There were no material legal expenses related to litigation or proceedings during 2013 and 2012.
Non-Operating Income (Expense)
Non-operating expense for the year ended December 31, 2014 and 2013 was as follows (dollars in thousands):
| Year Ended December 31, | ||||||||||
| 2014 | 2013 | % Change | ||||||||
| Non-operating income (expense) | $ | 15,616 | $ | (41,786 | ) | (137 | )% |
The increase to our non-operating income in 2014 was primarily due to a $60.6 million decrease in the fair value of warrants accounted for as liabilities. This decrease in the estimated fair value of our warrant liabilities was primarily due to the decrease in our common stock price, which declined from $4.96 per share as of January 1, 2014 to $1.51 per share as of December 31, 2014, which is one of the most impactful inputs into the pricing model we use to estimate the fair value of our warrant liabilities. In addition to the decrease to the warrant liabilities, in 2013 there were $3.9 million in realized gains on the sale of marketable securities. There were no such sales in 2014.
The increase in non-operating income was partially offset by an increase of $0.3 million in interest expense. We incurred $1.1 million and $0.8 million in interest expense in 2014 and 2013, respectively, related to the debt financing we completed in May 2013.
Non-operating income (expense) for the year ended December 31, 2013 and 2012 was as follows (dollars in thousands):
| Year Ended December 31, | ||||||||||
| 2013 | 2012 | % Change | ||||||||
| Non-operating income (expense) | $ | (41,786 | ) | $ | (13,178 | ) | 217 | % |
The increase to our non-operating expense in 2013 was primarily due to a $33.2 million increase in the fair value of warrants accounted for as liabilities. This increase in the estimated fair value of our warrant liabilities was primarily due to the increase in our common stock price, which rose from $1.59 per share as of January 1, 2013 to $4.96 per share as of December 31, 2013, which is one of the most impactful inputs into the pricing model we use to estimate the fair value of our warrant liabilities. We also incurred $0.8 million in interest expense related to the debt financing we completed in May 2013. No such expense was incurred in 2012.
The increases to the warrant liabilities and interest expense were partially offset by realized gains on the sale of marketable securities of $3.9 million, with no such sales occurring in 2012, and a decrease in the loss on the change in the fair value of our contingent purchase price consideration.
For the years ended December 31, 2013 and 2012, we recognized an income tax expense of $1.1 million and an income tax benefit of $1.1 million, respectively. This expense (benefit) offsets the tax impact related to the unrealized loss (gain) on our marketable securities, which is presented as other comprehensive income, net of tax, on our condensed consolidated statement of comprehensive loss. During 2013, we reclassified the entire amount of unrealized gain on marketable securities into net loss as we liquidated all of our marketable securities. There was no income tax expense or benefit during the year ended December 31, 2014. We continue to maintain a full valuation allowance against our net deferred tax assets.
Loss from Discontinued Operations
During the quarter ended September 30, 2015, we conducted a strategic review of our commercial business and operations, and as a result of that review have decided to sell or otherwise divest our commercial business. We believe this disposition will allow us to focus our resources on our valuable and expanding clinical development programs and maximize the value of these assets to our shareholders. Our loss from discontinued operations for the year ended December 31, 2014 was $8.3 million compared with $5.4 million for the year ended December 31, 2013.
Our loss from discontinued operations for the year ended December 31, 2012 consists of costs and expenses of RXi prior to its spin-off from Galena. Since the partial spin-off of RXi on April 26, 2012, our financial statements have no longer reflected the consolidated financial condition and results of operations of RXi, and we have accounted for our partial ownership of RXi based on the cost method of accounting.
The following table represents the components attributable to the commercial business in 2014 and 2013 and the spin-off of RXi in 2012 that are presented in the consolidated statements of comprehensive loss as discontinued operations (in thousands):
| 2014 | 2013 | 2012 | |||||||||
| Net revenue | $ | 9,319 | $ | 2,487 | $ | - | |||||
| Cost of revenue | (1,403 | ) | (520 | ) | - | ||||||
| Amortization of certain acquired intangible assets | (440 | ) | (131 | ) | - | ||||||
| Research and development | (680 | ) | (651 | ) | (1,325 | ) | |||||
| Selling, general, and administrative | (15,118 | ) | (6,536 | ) | (293 | ) | |||||
| Non-operating income (loss) | - | - | (26 | ) | |||||||
| Loss from discontinued operations | $ | (8,322 | ) | $ | (5,351 | ) | $ | (1,644 | ) |
The 2014 and 2013 discontinued operations are comprised of the net revenue, cost of revenue, and expenses attributable to our commercial operations, which we plan to sell or otherwise divest.
Net Revenue included in discontinued operations comprises revenue from the sale of Abstral, which were provided by our commercial operations.
Cost of revenue included in discontinued operations consists of direct products costs and related overhead, Abstral royalties based on net revenue, inventory obsolescence, and other direct costs.
Research and development expense included in discontinued operations in 2014 and 2013 consists of expenses related to our Abstral RELIEF trial and other product stability costs.
Selling, general and administrative included in discontinued operations in 2014 and 2013 consists of all other expenses of our commercial operations that are required in order to market and sell our marketed products. These expenses include all personnel related costs, marketing, data, consulting, legal, consulting, and other outsider services necessary to support the commercial operations.
Liquidity and Capital Resources
We had cash and cash equivalents of approximately $23.7 million as of December 31, 2014, compared with $47.8 million as of December 31, 2013.
The decrease of approximately $24.1 million in cash and cash equivalents from December 31, 2013 to December 31, 2014 was attributable to $42.9 million net cash used in operating activities, $3.1 million cash paid for Zuplenz rights, $2.4 million paid for the acquisition of GALE-401, and $1.8 million principle payments on long-term debt. The decrease was partially offset by $15.3 million cash received from the exercise of common stock options and warrants and $10.7 million net proceeds received from the sale of common stock.
On November 18, 2014, we entered into a purchase agreement with Lincoln Park Capital, LLC (LPC) under which LPC initially purchased $5.0 million of our common stock at a price of $2.00 per share. Under the purchase agreement, at our sole discretion, we may sell up to an additional $50 million of our common stock to LPC over the 36-month term of the purchase agreement, subject to certain conditions and limitations. LPC agrees in the purchase agreement to not cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock and to purchase our common stock at times determined by us. In consideration for entering into the agreement, we issued 631,221 shares of our common stock to LPC as a commitment fee.
In addition to the LPC's initial purchase of our common stock under the purchase agreement, during 2014, we received net proceeds of $8.5 million from LPC's subsequent purchases of a total of 4.6 million shares of our common stock, excluding the commitment fee shares. We also received $2.3 million in net proceeds from the sale of a total of 1.4 million shares of our common stock under our At Market Issuance Sales Agreements (ATM). We expect to continue to rely upon sales of our common stock under the LPC purchase agreement and the ATM, or other sales of equity securities, in order to fund our operations in 2015.
We expect to continue to incur operating losses as we continue to advance our product candidates through the drug development and regulatory process. We believe that our existing cash and cash equivalents, funding available under our LPC purchase agreement and ATM, should be sufficient to fund our operations for at least one year.
Net Cash Flow from Operating Activities