SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended July 31, 2002 | ||
| |_| 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 001-15167
| BIOPURE CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Delaware | 04-2836871 | |
| (State of Incorporation) | (IRS Employer Identification Number) |
| 11 Hurley Street, Cambridge, Massachusetts | 02141 | |
| (Address of principal executive offices) | (Zip Code) |
| (617) 234-6500 |
| (Registrants telephone number) |
| 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 |_| | ||
| The number of shares outstanding of each of the issuers classes of common stock as of August 31, 2002 was: |
Class A Common Stock, $.01 par value |
29,205,269 | |||
Class B Common Stock, $1.00 par value |
117.7 |
BIOPURE CORPORATION
INDEX TO FORM 10-Q
| Page | ||||||
Part I Financial Information: |
||||||
Item 1 - Financial Statements (Unaudited) |
||||||
Condensed Consolidated Balance Sheets at July 31, 2002 and
October 31, 2001 |
3 | |||||
Condensed Consolidated Statements of Operations for the
quarters ended July 31, 2002 and July 31, 2001 and
for the nine months ended July 31, 2002 and July 31, 2001 |
4 | |||||
Condensed Consolidated Statements of Cash Flows for the
nine months ended July 31, 2002 and July 31, 2001 |
5 | |||||
Notes to Condensed Consolidated Financial Statements |
6-8 | |||||
Independent Accountants Review Report |
9 | |||||
Item 2 - Managements Discussion and Analysis of
Financial Condition and Results of Operations |
10-15 | |||||
Part II Other Information: |
||||||
Item 1
- - Legal Proceedings |
16 | |||||
Item 2
- - Changes in Securities and Use of Proceeds |
16 | |||||
Item 6
- - Exhibits and Reports on Form 8-K |
16 | |||||
Signatures |
17 | |||||
Exhibit Index |
18 | |||||
| Biopure®, Hemopure® and Oxyglobin® are registered trademarks of Biopure Corporation. |
2
FORM 10-Q
PART I
ITEM 1
PAGE 1
BIOPURE CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
| July 31, | October 31, | |||||||||||
| 2002 | 2001 | |||||||||||
Assets: |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 30,182 | $ | 36,089 | ||||||||
Accounts receivable, net |
139 | 724 | ||||||||||
Inventories, net |
4,919 | 4,665 | ||||||||||
Other current assets |
1,708 | 771 | ||||||||||
Total current assets |
36,948 | 42,249 | ||||||||||
Property, plant and equipment, net |
38,089 | 30,162 | ||||||||||
Other assets |
11,674 | 11,776 | ||||||||||
Total assets |
$ | 86,711 | $ | 84,187 | ||||||||
Liabilities and stockholders equity: |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | 891 | $ | 1,348 | ||||||||
Accrued expenses |
6,728 | 4,949 | ||||||||||
Total current liabilities |
7,619 | 6,297 | ||||||||||
Long-term debt |
9,762 | 5,205 | ||||||||||
Deferred compensation |
184 | 1,792 | ||||||||||
Total long-term liabilities |
9,946 | 6,997 | ||||||||||
Stockholders equity: |
||||||||||||
Preferred stock, $0.01 par value, 30,000,000 shares
authorized, no shares outstanding |
| | ||||||||||
Common stock: |
||||||||||||
Class A, $0.01 par value, 100,000,000 shares
authorized, 29,205,269 shares outstanding at |
||||||||||||
July 31, 2002 and 25,225,083 at October 31, 2001 |
292 | 252 | ||||||||||
Class B, $1.00 par value, 179 shares authorized,
117.7 shares outstanding |
| | ||||||||||
Capital in excess of par value |
415,395 | 383,570 | ||||||||||
Contributed capital |
24,574 | 24,574 | ||||||||||
Notes receivable |
(255 | ) | (1,655 | ) | ||||||||
Accumulated deficit |
(370,860 | ) | (335,848 | ) | ||||||||
Total stockholders equity |
69,146 | 70,893 | ||||||||||
Total liabilities and stockholders equity |
$ | 86,711 | $ | 84,187 | ||||||||
Note: The balance sheet at October 31, 2001 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
See accompanying notes.
3
FORM 10-Q
PART I
ITEM 1
PAGE 2
BIOPURE CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| July 31, | July 31, | July 31, | July 31, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
Revenues: |
||||||||||||||||||
Oxyglobin |
$ | 259 | $ | 945 | $ | 1,915 | $ | 2,513 | ||||||||||
Other |
1 | 1 | 1 | 6 | ||||||||||||||
Total revenues |
260 | 946 | 1,916 | 2,519 | ||||||||||||||
Cost of revenues |
2,559 | 903 | 4,305 | 2,587 | ||||||||||||||
Gross profit (loss) |
(2,299 | ) | 43 | (2,389 | ) | (68 | ) | |||||||||||
Operating expenses: |
||||||||||||||||||
Research and development |
7,063 | 10,297 | 22,188 | 27,486 | ||||||||||||||
Sales and marketing |
875 | 784 | 1,953 | 2,070 | ||||||||||||||
General and administrative |
2,569 | 1,538 | 9,303 | 13,364 | ||||||||||||||
Total operating expenses |
10,507 | 12,619 | 33,444 | 42,920 | ||||||||||||||
Loss from operations |
(12,806 | ) | (12,576 | ) | (35,833 | ) | (42,988 | ) | ||||||||||
Other income, net |
210 | 654 | 821 | 2,960 | ||||||||||||||
Net loss |
$ | (12,596 | ) | $ | (11,922 | ) | $ | (35,012 | ) | $ | (40,028 | ) | ||||||
Per share data: |
||||||||||||||||||
Basic net loss per common share |
$ | (0.43 | ) | $ | (0.47 | ) | $ | (1.30 | ) | $ | (1.60 | ) | ||||||
Weighted-average shares used in computing
basic net loss per common share |
29,141 | 25,134 | 26,854 | 25,018 | ||||||||||||||
See accompanying notes.
4
FORM 10-Q
PART I
ITEM 1
PAGE 3
BIOPURE CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended | ||||||||||||
| July 31, | July 31, | |||||||||||
| 2002 | 2001 | |||||||||||
Operating activities: |
||||||||||||
Net loss |
$ | (35,012 | ) | $ | (40,028 | ) | ||||||
Adjustments to reconcile net loss to net cash
used in operating activities: |
||||||||||||
Depreciation and amortization |
3,231 | 2,955 | ||||||||||
Equity compensation |
(76 | ) | 6,924 | |||||||||
Deferred compensation |
(54 | ) | (11 | ) | ||||||||
Accrued interest on stockholders notes receivable |
(1 | ) | (71 | ) | ||||||||
Acquired research and development information |
| 1,511 | ||||||||||
Changes in assets and liabilities: |
||||||||||||
Accounts receivable |
585 | (166 | ) | |||||||||
Inventories |
(254 | ) | (2,029 | ) | ||||||||
Other current assets |
(937 | ) | 61 | |||||||||
Accounts payable |
(457 | ) | (197 | ) | ||||||||
Accrued expenses |
1,779 | 1,448 | ||||||||||
Net cash used in operating activities |
(31,196 | ) | (29,603 | ) | ||||||||
Investing activities: |
||||||||||||
Purchases of property, plant and equipment |
(6,340 | ) | (2,254 | ) | ||||||||
Escrow for new facility |
| (10,000 | ) | |||||||||
Long term debt |
(85 | ) | | |||||||||
Other assets |
60 | (63 | ) | |||||||||
Net cash used in investing activities |
(6,365 | ) | (12,317 | ) | ||||||||
Financing activities: |
||||||||||||
Net proceeds from sale of common stock |
31,766 | (648 | ) | |||||||||
Payment of notes receivable from stockholders |
80 | 451 | ||||||||||
Amendment of note receivable from stockholder |
(233 | ) | | |||||||||
Proceeds from exercise of options and warrants |
41 | 1,689 | ||||||||||
Proceeds from exercise of non lapse restricted stock |
| 132 | ||||||||||
Net cash provided by financing activities |
31,654 | 1,624 | ||||||||||
Net decrease in cash and cash equivalents |
(5,907 | ) | (40,296 | ) | ||||||||
Cash and cash equivalents at beginning of period |
36,089 | 88,828 | ||||||||||
Cash and cash equivalents at end of period |
$ | 30,182 | $ | 48,532 | ||||||||
Non-cash transactions: |
||||||||||||
Land and license rights acquired upon conversion
of stock option |
$ | 139 | $ | 1,005 | ||||||||
New facility construction financed through capital
lease (classified as long-term debt) |
$ | 4,642 | $ | 2,693 | ||||||||
Settlement of deferred compensation and accrued interest |
$ | (1,601 | ) | $ | | |||||||
Settlement of note receivable and accrued interest |
$ | 1,601 | $ | | ||||||||
See accompanying notes.
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FORM 10-Q
PART I
ITEM 1
PAGE 4
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
July 31, 2002
(Unaudited)
| 1. | Basis of Presentation | |
| The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. | ||
| In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended July 31, 2002 are not necessarily indicative of the results that may be expected for the year ending October 31, 2002. | ||
| The Company has financed operations from inception primarily through sales of equity securities, development and license agreement payments, interest income and debt. The Company has not been profitable since inception and had an accumulated deficit of $370,860,000 as of July 31, 2002. Management expects that the Company will continue to generate losses from operations for the next several years. The Company will explore opportunities to raise capital through sales of securities and potential joint venture or licensing agreements, or leasing arrangements. | ||
| At July 31, 2002, the Company had $30,182,000 in cash and cash equivalents. Biopure raised $31,766,000 through the sales of equity in the first nine months of fiscal 2002. Based on the Companys current operating plan, Biopure requires approximately $13,000,000 for the last three months of fiscal 2002 to support applications to the European regulatory authorities for marketing approval of Hemopure, the ramp up of production of Hemopure and Oxyglobin at the expanded Cambridge manufacturing facility, the additional spending for the South Carolina manufacturing facility discussed below, market development for Hemopure in South Africa and sales of Oxyglobin. | ||
| The cash on hand on July 31, 2002 is expected to fund operations into the second quarter of fiscal 2003 or possibly into the third quarter, depending on the amount of Hemopure sales, if any, to South Africa. | ||
| Our cash requirements and our forecast of the period of time through which our financial resources would be adequate to support our operations may vary significantly from current projections and actual results may vary. | ||
| For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended October 31, 2001. | ||
| 2. | Net Loss per Share | |
| Basic net loss per common share is computed based on the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed based upon the weighted-average number of common shares outstanding during the year, adjusted for the dilutive effect of shares issuable upon the conversion of convertible stock outstanding and the exercise of common stock options and warrants determined based upon the average market price of common stock for the period. Since the Company has a net loss for all periods presented, the effect of all potentially dilutive securities is antidilutive. Accordingly, basic and diluted net loss per share are the same. |
6
FORM 10-Q
PART I
ITEM 1
PAGE 5
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
July 31, 2002
(Unaudited)
(Continued)
| 3. | Inventories | |
| Inventories are valued at the lower of cost (determined using the first-in, first-out method) or market. Inventories were as follows: |
| July 31, | October 31, | |||||||
| 2002 | 2001 | |||||||
In thousands |
||||||||
Raw materials |
$ | 2,114 | $ | 771 | ||||
Work-in-process |
781 | 243 | ||||||
Finished goods-Oxyglobin |
913 | 1,886 | ||||||
Finished goods-Hemopure |
1,111 | 1,765 | ||||||
| $ | 4,919 | $ | 4,665 | |||||
| 4. | Accrued Expenses | |
| Accrued expenses consisted of the following: |
| July 31, | October 31, | |||||||
| 2002 | 2001 | |||||||
In thousands |
||||||||
Clinical trials |
$ | 426 | $ | 662 | ||||
Preparation of biologic license application |
1,089 | 306 | ||||||
Capacity upgrade |
195 | 375 | ||||||
Accrued payroll and related employee expenses |
1,130 | 1,365 | ||||||
Accrued vacation |
562 | 398 | ||||||
Accrued legal expenses |
435 | 257 | ||||||
South Carolina facility engineering & design |
684 | | ||||||
Insurance premiums |
932 | | ||||||
Other |
1,275 | 1,586 | ||||||
| $ | 6,728 | $ | 4,949 | |||||
| 5. | Commitment | |
| In December 2001, Sumter Realty Group, LLC signed an amended letter of intent for the construction and financing of a new 500,000 unit Hemopure plant in South Carolina. The new plant is expected to cost approximately $120,000,000 and is expected to be financed through a capital lease. As such, the financial statements include property, plant and equipment and offsetting debt. As of July 31, 2002, $11,098,000 has been included in property, plant and equipment and $9,762,000 in long term debt reflecting expenditures made by Biopure for the engineering and design costs of the facility. Of the $11,098,000, $10,000,000 |
7