United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
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: 000-26727
BIOMARIN PHARMACEUTICAL INC.
(Exact name of registrant issuer as specified in its charter)
| Delaware | 68-0397820 | |
| (State of other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 371 Bel Marin Keys Blvd., #210, Novato, California |
94949 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number: (415) 506-6700
(Former name, former address and former fiscal year, if changed since last report)
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 is an accelerated filer (as defined in Rule 12b-2 of The Exchange Act). Yes x No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 64,364,988 shares common stock, par value $0.001, outstanding as of May 3, 2004.
BIOMARIN PHARMACEUTICAL INC.
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| 2 | ||
| 3 | ||
| 4 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | |
| Item 3. Quantitative and Qualitative Disclosure about Market Risk |
34 | |
| Item 4. Controls and Procedures |
35 | |
| Item 1. Legal Proceedings |
35 | |
| 35 | ||
| Item 3. Defaults upon Senior Securities |
35 | |
| 35 | ||
| Item 5. Other Information |
35 | |
| Item 6. Exhibits and Reports on Form 8-K |
35 | |
| 36 | ||
i
Item 1. Consolidated Financial Statements
BioMarin Pharmaceutical Inc. and Subsidiaries
(In thousands, except share and per share data)
| December 31, 2003 (1) |
March 31, 2004 |
|||||||
| (unaudited) | ||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 121,406 | $ | 96,199 | ||||
| Short-term investments |
84,951 | 94,999 | ||||||
| Investment in and advances to BioMarin/Genzyme LLC |
16,058 | 15,149 | ||||||
| Other current assets |
2,854 | 2,478 | ||||||
| Total current assets |
225,269 | 208,825 | ||||||
| Property and equipment, net |
25,154 | 24,447 | ||||||
| Other assets |
5,917 | 6,024 | ||||||
| Total assets |
$ | 256,340 | $ | 239,296 | ||||
| Liabilities and Stockholders Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued liabilities |
$ | 10,098 | $ | 12,850 | ||||
| Other current liabilities |
2,717 | 2,311 | ||||||
| Total current liabilities |
12,815 | 15,161 | ||||||
| Convertible debt |
125,000 | 125,000 | ||||||
| Other long-term liabilities |
672 | 363 | ||||||
| Total liabilities |
138,487 | 140,524 | ||||||
| Stockholders equity: |
||||||||
| Common stock, $0.001 par value: 150,000,000 shares authorized; 64,156,285 and 64,273,601 shares issued and outstanding December 31, 2003 and March 31, 2004, respectively |
64 | 64 | ||||||
| Additional paid-in capital |
414,110 | 414,929 | ||||||
| Warrants |
5,219 | 5,219 | ||||||
| Deferred compensation |
(145 | ) | (101 | ) | ||||
| Accumulated other comprehensive loss |
(17 | ) | (16 | ) | ||||
| Accumulated deficit |
(301,378 | ) | (321,323 | ) | ||||
| Total stockholders equity |
117,853 | 98,772 | ||||||
| Total liabilities and stockholders equity |
$ | 256,340 | $ | 239,296 | ||||
| (1) | December 31, 2003 balances were derived from the audited consolidated financial statements. |
See accompanying notes to consolidated financial statements.
1
BioMarin Pharmaceutical Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three Months Ended March 31, 2003 and 2004
(In thousands, except per share data, unaudited)
| Three Months Ended March 31, |
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| 2003 |
2004 |
|||||||
| Operating expenses: |
||||||||
| Research and development |
$ | 10,991 | $ | 13,887 | ||||
| General and administrative |
2,799 | 3,689 | ||||||
| Equity in the loss of BioMarin/Genzyme LLC |
6,753 | 1,759 | ||||||
| Total operating expenses |
20,543 | 19,335 | ||||||
| Loss from operations |
(20,543 | ) | (19,335 | ) | ||||
| Interest income |
413 | 761 | ||||||
| Interest expense |
(130 | ) | (1,371 | ) | ||||
| Net loss from continuing operations |
(20,260 | ) | (19,945 | ) | ||||
| Gain on disposal of discontinued operations |
577 | | ||||||
| Net loss |
$ | (19,683 | ) | $ | (19,945 | ) | ||
| Net loss per share, basic and diluted: |
||||||||
| Net loss from continuing operations |
$ | (0.36 | ) | $ | (0.31 | ) | ||
| Gain on disposal of discontinued operations |
0.01 | | ||||||
| Net loss |
$ | (0.35 | ) | $ | (0.31 | ) | ||
| Weighted average common shares outstanding |
56,964 | 64,225 | ||||||
See accompanying notes to consolidated financial statements.
2
BioMarin Pharmaceutical Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2004
(In thousands, unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss from continuing operations |
$ | (20,260 | ) | $ | (19,945 | ) | ||
| Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
2,085 | 2,251 | ||||||
| Gain on disposals of property and equipment |
(28 | ) | | |||||
| Other |
95 | (60 | ) | |||||
| Changes in operating assets and liabilities: |
||||||||
| Investment in and advances to BioMarin/Genzyme LLC |
(48 | ) | 909 | |||||
| Other current assets |
1,092 | 376 | ||||||
| Other assets |
(313 | ) | (315 | ) | ||||
| Accounts payable and accrued liabilities |
5,539 | 2,752 | ||||||
| Other liabilities |
(98 | ) | | |||||
| Net cash used in continuing operations |
(11,936 | ) | (14,032 | ) | ||||
| Net cash provided by discontinued operations |
140 | | ||||||
| Net cash used in operating activities |
(11,796 | ) | (14,032 | ) | ||||
| Cash flows from investing activities: |
||||||||
| Purchase of property and equipment |
(170 | ) | (1,232 | ) | ||||
| Proceeds from sale of equipment |
28 | | ||||||
| Sale of short-term investments |
24,058 | 25,388 | ||||||
| Purchase of short-term investments |
(6,500 | ) | (35,436 | ) | ||||
| Net cash provided by (used in) investing activities |
17,416 | (11,280 | ) | |||||
| Cash flow from financing activities: |
||||||||
| Net proceeds from public offering of common stock |
80,530 | | ||||||
| Net proceeds from sale of common stock to Acqua Wellington |
4,950 | | ||||||
| Proceeds from exercise of stock options |
1,448 | 807 | ||||||
| Repayment of notes payable and capital lease obligations |
(362 | ) | (715 | ) | ||||
| Other |
| 12 | ||||||
| Net cash provided by financing activities |
86,566 | 104 | ||||||
| Effect of foreign currency translation on cash |
11 | 1 | ||||||
| Net increase (decrease) in cash |
92,197 | (25,207 | ) | |||||
| Cash and cash equivalents: |
||||||||
| Beginning of period |
33,638 | 121,406 | ||||||
| End of period |
$ | 125,835 | $ | 96,199 | ||||
See accompanying notes to consolidated financial statements.
3
BioMarin Pharmaceutical Inc. and Subsidiaries
Notes To Consolidated Financial Statements
March 31, 2004
(Unaudited)
(1) NATURE OF OPERATIONS AND BUSINESS RISKS
BioMarin Pharmaceutical Inc. (the Company or BioMarin) develops innovative biopharmaceuticals and commercializes therapeutics for serious pediatric diseases. The Companys core competencies include research and development capabilities, including preclinical studies and clinical trials, laboratory, clinical and commercial scale manufacturing capabilities and related regulatory and administrative capabilities. The Company and its joint venture partner, Genzyme Corporation (Genzyme), received marketing approval for Aldurazyme® (laronidase) in the United States on April 30, 2003 and in the European Union on June 11, 2003. The Company is incorporated in the state of Delaware.
Through March 31, 2004, the Company had accumulated losses of approximately $321.3 million. Management expects to incur further losses for the foreseeable future. Management believes that the Companys cash, cash equivalents, and short-term investments at March 31, 2004, will be sufficient to meet the Companys obligations through the third quarter of 2005. Until the Company can generate sufficient levels of cash from its operations, the Company expects to continue to finance future cash needs primarily through proceeds from equity or debt financing, loans and collaborative agreements with corporate partners.
The Company is subject to a number of risks, including: its ability to successfully commercialize Aldurazyme and its other product candidates; its ability to successfully integrate acquisitions; the uncertainty of the Companys research and development efforts resulting in successful commercial products; obtaining regulatory approval for such products; access to adequate insurance coverage; reliance on the proprietary technology of others; the possible need for additional financing; dependence on key personnel; uncertain patent protection; significant competition from larger organizations; dependence on corporate partners and collaborators; and possible restrictions on reimbursement, as well as other changes in the healthcare industry.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
These unaudited consolidated financial statements include the accounts of BioMarin and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC requirements for interim reporting. However, they do not include all of the information and footnotes required by generally accepted accounting principles 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 months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. These consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended December 31, 2003 included in the Companys Annual Report on Form 10-K.
(b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
4
(c) Cash and Cash Equivalents
The Company treats liquid investments with original maturities of less than three months when purchased as cash and cash equivalents.
(d) Short-Term Investments
The Company records its investments as either held-to-maturity or available-for-sale. The held-to-maturity investments are recorded at amortized cost. The available-for-sale investments are recorded at fair market value, with unrealized gains or losses being included in accumulated other comprehensive income (loss). Short-term investments are comprised mainly of federal agency investments, taxable municipal debt securities and corporate bonds. At March 31, 2004, the Company had no available-for-sale investments and no investments with unrealized losses when aggregated by category of investment. The carrying value of the Companys investments approximated their fair value at March 31, 2004.
(e) Investment In and Advances to BioMarin/Genzyme LLC and Equity in the Loss of BioMarin/Genzyme LLC
Under the Aldurazyme joint venture agreement with Genzyme, the Company and Genzyme each provide 50% of the funding for the joint venture. All manufacturing, research and development, sales and marketing, and other services performed by Genzyme and the Company on behalf of the joint venture are billed to the joint venture at cost. Any profits or losses of the joint venture are shared equally by the two parties.
The Company accounts for its investment in the joint venture using the equity method. Accordingly, the Company records an increase in its investment for contributions to the joint venture, and a reduction in its investment for its 50% share of the loss of the joint venture. Equity in the loss of BioMarin/Genzyme LLC includes the Companys 50% share of the joint ventures loss for the period. The investment in and advances to BioMarin/Genzyme LLC includes the current receivable from the joint venture for the reimbursement related to services provided to the joint venture by the Company during the most recent month and the Companys share of the net current assets of the joint venture, primarily cash, accounts receivable and inventory.
See Note 3(b) for discussion of the Companys change in presentation of the joint venture results of operations in 2003.
(f) Net Loss Per Share
Net loss per share is calculated by dividing net loss by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding and potential shares of common stock during the period. Potential shares of common stock include dilutive stock issuable upon the exercise of outstanding common stock options, warrants, convertible debt and contingent issuances of common stock. For all periods presented, such potential shares of common stock were excluded from the computation of diluted net loss per share, as their effect is antidilutive.
5
Potentially dilutive securities include (in thousands):
| March 31, | ||||
| 2003 |
2004 | |||
| Options to purchase common stock |
7,856 | 9,377 | ||
| Common stock issuable under convertible debt |
| 8,920 | ||
| Warrants to purchase common stock |
780 | 780 | ||
| Total |
8,636 | 19,077 | ||
(g) Stock Option Plans
The Company has three stock-based compensation plans. The Company accounts for those plans under APB Opinion No. 25, Accounting for Stock Issued to Employees, whereby no stock-based compensation cost is reflected in net loss for options issued to employees and directors with exercise prices at or above the market price on the date of issuance. The following table illustrates the effect on net loss and net loss per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS No. 148, Accounting for Stock Based Compensation Transition and Disclosure, to stock-based compensation (in thousands).
| Three Months ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| Net loss as reported |
$ | (19,683 | ) | $ | (19,945 | ) | ||
| Deduct: Total stock-based compensation expense determined under fair value based method for all awards |
(3,285 | ) | (3,240 | ) | ||||
| Pro forma net loss |
$ | (22,968 | ) | $ | (23,185 | ) | ||
| Net loss per share as reported, basic and diluted |
$ | (0.35 | ) | $ | (0.31 | ) | ||
| Pro forma net loss per share, basic and diluted |
(0.40 | ) | (0.36 | ) | ||||
The Company recognizes as an expense the fair value of options granted to persons who are neither employees nor directors.
(h) Recent Accounting Pronouncements
In December 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, or FIN 46R. FIN 46R was issued to clarify the required accounting for interests in variable interest entities. Management does not expect the adoption of this pronouncement to have a significant impact on the Companys consolidated financial statements.
(i) Reclassifications
Certain items in the 2003 consolidated financial statements have been reclassified to conform to the 2004 presentation. See Note 3(b) for discussion of the Companys joint venture presentation changes.
6
(3) JOINT VENTURE
(a) Joint Venture Financial Data
The results of the joint ventures operations for the three months ended March 31, 2003 and 2004 are presented in the table below (in thousands). The joint venture results and summarized assets and liabilities as presented below give effect to the difference in inventory cost basis between the Company and the joint venture. The difference in basis primarily represents the difference in inventory capitalization policies between the joint venture and the Company. The Company began capitalizing Aldurazyme inventory costs in May 2003 after regulatory approval was obtained. The joint venture began capitalizing Aldurazyme inventory costs in January 2002 when inventory production for commercial sale began. The difference in inventory capitalization policies resulted in greater operating expense recognized by the Company prior to regulatory approval compared to the joint venture. It will result in less cost of goods sold recognized by the Company when the previously expensed product is sold by the joint venture and less operating expenses when this previously expensed product is used in clinical trials. The difference will be eliminated when all of the product produced prior to obtaining regulatory approval has been sold or used in clinical trials.
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