UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission File Number: |
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0-30319 |
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THERAVANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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94-3265960 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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901 Gateway Boulevard |
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(Address of Principal Executive Offices including Zip Code) |
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(650) 808-6000 |
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(Registrant’s Telephone Number, Including Area Code) |
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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. Yeso Noý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yeso Noý
The number of shares of registrant’s common stock outstanding on October 31, 2004 was 43,643,029.
The number of shares of registrant’s Class A common stock outstanding on October 31, 2004 was 9,401,498.
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
THERAVANCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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September 30, |
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December 31, |
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(Unaudited) |
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* |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
38,004 |
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$ |
35,748 |
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Marketable securities |
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136,334 |
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53,404 |
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Receivable from related party |
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1,527 |
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408 |
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Prepaid and other current assets |
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6,426 |
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1,688 |
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Total current assets |
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182,291 |
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91,248 |
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Property and equipment, net |
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13,831 |
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15,815 |
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Restricted cash and cash equivalents |
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4,923 |
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6,124 |
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Deferred sublease costs |
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614 |
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921 |
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Notes receivable |
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2,994 |
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5,803 |
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Notes receivable from related parties |
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75 |
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4,562 |
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Other assets |
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246 |
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976 |
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Total assets |
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$ |
204,974 |
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$ |
125,449 |
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Liabilities, convertible preferred stock and stockholders’ equity (deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
3,809 |
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3,199 |
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Accrued personnel-related expenses |
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5,793 |
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4,441 |
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Accrued clinical and development expenses |
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4,907 |
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1,849 |
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Other accrued liabilities |
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4,573 |
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1,929 |
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Current portion of notes payable |
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354 |
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420 |
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Current portion of capital lease obligations |
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2,916 |
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3,052 |
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Current portion of deferred revenue |
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10,959 |
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5,273 |
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Total current liabilities |
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33,311 |
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20,163 |
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Deferred rent |
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2,336 |
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2,131 |
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Notes payable |
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723 |
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967 |
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Capital lease obligations |
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1,427 |
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3,431 |
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Deferred revenue |
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59,079 |
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30,965 |
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Commitments |
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Convertible preferred stock, $0.01 par value; 50,000 shares authorized; no shares outstanding at September 30, 2004;47,644 shares issued and outstanding at December 31, 2003, aggregate liquidation preference of $374,468 at December 31, 2003. |
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367,358 |
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Stockholders’ equity (deficit): |
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Preferred stock, $0.01 par value, 5,000 shares authorized, no shares issued and outstanding |
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— |
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— |
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Common stock, $0.01 par value; 175,000 shares authorized, issuable in series; 36,395 and 7,230 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively. |
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364 |
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72 |
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Class A Common Stock, $0.01 par value, 13,900 shares authorized, 8,968 issued and outstanding at September 30, 2004; no shares authorized, issued or outstanding, at December 31, 2003. |
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90 |
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— |
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Additional paid-in capital |
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562,355 |
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68,737 |
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Notes receivable from stockholders |
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(752 |
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(928 |
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Deferred stock-based compensation |
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(14,322 |
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(1,518 |
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Accumulated other comprehensive income (loss) |
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(204 |
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21 |
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Accumulated deficit |
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(439,433 |
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(365,950 |
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Total stockholders’ equity (deficit) |
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108,098 |
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(299,566 |
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Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) |
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$ |
204,974 |
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125,449 |
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*Condensed consolidated balance sheet at December 31, 2003 has been derived from audited financial statements.
See accompanying notes.
3
THERAVANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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