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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)

 

Registrant’s 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 issuer’s 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.

 



Table of Contents

BIOMARIN PHARMACEUTICAL INC.

 

TABLE OF CONTENTS

 

     Page

PART I. FINANCIAL INFORMATION

    

Item 1. Consolidated Financial Statements (Unaudited)

   1

             Consolidated Balance Sheets

   1

             Consolidated Statements of Operations

   2

             Consolidated Statements of Cash Flows

   3

             Notes to Consolidated Financial Statements

   4

Item 2. Management’s 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

PART II. OTHER INFORMATION

    

Item 1. Legal Proceedings

   35

Item 2. Changes in Securities and Uses of Proceeds

   35

Item 3. Defaults upon Senior Securities

   35

Item 4. Submission of Matters to a Vote of Security Holders

   35

Item 5. Other Information

   35

Item 6. Exhibits and Reports on Form 8-K

   35

SIGNATURE

   36

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

BioMarin Pharmaceutical Inc. and Subsidiaries

 

Consolidated Balance Sheets

(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.

 

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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,


 
     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.

 

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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.

 

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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 Company’s 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 Company’s cash, cash equivalents, and short-term investments at March 31, 2004, will be sufficient to meet the Company’s 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 Company’s 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 Company’s 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.

 

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(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 Company’s 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 Company’s 50% share of the joint venture’s 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 Company’s share of the net current assets of the joint venture, primarily cash, accounts receivable and inventory.

 

See Note 3(b) for discussion of the Company’s 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.

 

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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 Company’s 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 Company’s joint venture presentation changes.

 

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(3) JOINT VENTURE

 

(a) Joint Venture Financial Data

 

The results of the joint venture’s 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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