WASHINGTON, DC 20549
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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 March 31, 2005 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Transition Period From To
Commission File No. 000-30981
GENAISSANCE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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06-1338846 |
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(State or other
jurisdiction of |
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(I.R.S. Employer |
Five Science Park, New Haven, Connecticut 06511
(Address of principal executive office and zip code)
(203) 773-1450
(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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act):
Yes ý No o
The number of shares of the registrant’s outstanding common stock as of May 2, 2005, was 35,348,497 shares.
GENAISSANCE PHARMACEUTICALS, INC.
For the Quarter Ended March 31, 2005
Index
The Genaissance name and logo, the Lark name and logo, and DecoGenâ, HAPâ, HAPTM and FAMILION™ are either registered trademarks or trademarks of Genaissance Pharmaceuticals, Inc. in the United States and/or other countries. All other trademarks, servicemarks or trade names referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.
PART I – Financial Information
Item 1 – Financial Statements (unaudited).
GENAISSANCE PHARMACEUTICALS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share data)
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March 31, |
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December 31, |
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2005 |
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2004 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
5,880 |
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$ |
9,174 |
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Restricted cash |
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224 |
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213 |
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Accounts receivable and unbilled revenue, net |
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4,256 |
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4,251 |
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Taxes receivable |
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685 |
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652 |
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Inventory |
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661 |
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606 |
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Other current assets |
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935 |
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1,020 |
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Total current assets |
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12,641 |
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15,916 |
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PROPERTY AND EQUIPMENT, net |
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8,601 |
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9,182 |
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DEFERRED FINANCING COSTS, net |
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211 |
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216 |
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INVESTMENT IN AFFILIATE |
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1,186 |
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1,186 |
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GOODWILL |
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12,286 |
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12,286 |
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OTHER INTANGIBLES, net |
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11,003 |
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11,153 |
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OTHER ASSETS |
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95 |
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99 |
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Total assets |
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$ |
46,023 |
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$ |
50,038 |
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Current portion of long-term debt |
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$ |
845 |
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$ |
3,648 |
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Accounts payable |
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1,722 |
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1,472 |
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Accrued expenses |
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2,264 |
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2,929 |
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Accrued dividends |
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1,207 |
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1,260 |
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Current portion of deferred revenue |
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1,356 |
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1,789 |
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Total current liabilities |
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7,394 |
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11,098 |
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LONG-TERM LIABILITIES: |
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Long-term debt, net of current portion |
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6,050 |
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3,692 |
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Deferred revenue, net of current portion |
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2,613 |
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2,791 |
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Deferred tax liabilities |
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1,327 |
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1,327 |
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Other long-term liabilities |
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2,618 |
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2,330 |
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Total long-term liabilities |
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12,608 |
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10,140 |
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COMMITMENTS AND CONTINGENCIES (Note 16) |
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SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK: |
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460 authorized shares at March 31, 2005 and December 31, 2004; $.001 par value; 460 shares Issued and outstanding at March 31, 2005 and December 31, 2004 (liquidation preference $10,350 at March 31, 2005) |
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9,783 |
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9,698 |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock, 540 authorized shares at March 31, 2005 and December 31, 2004; no shares issued or outstanding except for series A included above |
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— |
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— |
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Common stock, 58,000 authorized shares at March 31, 2005 and December 31, 2004; $.001 par value; 35,343 and 34,708 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively |
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35 |
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35 |
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Additional paid-in capital |
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253,992 |
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252,945 |
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Accumulated deficit |
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(236,651 |
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(233,522 |
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Deferred compensation |
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(1,119 |
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(374 |
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Accumulated other comprehensive income (loss) |
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(19 |
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18 |
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Total stockholders’ equity |
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16,238 |
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19,102 |
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Total liabilities, redeemable convertible preferred stock, and stockholders’ equity |
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$ |
46,023 |
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$ |
50,038 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
GENAISSANCE PHARMACEUTICALS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
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Three Months Ended |
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March 31, |
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2005 |
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2004 |
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REVENUES: |
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License and research |
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$ |
2,853 |
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