UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-15609 AGOURON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 33-0061928 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 10350 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037-1020 (Address and zip code of principal executive offices) (619) 622-3000 (Registrant's telephone number, including area code) NONE (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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Approximately 7,315,000 shares of the Company's Common Stock, no par value, were outstanding as of April 12, 1995. AGOURON PHARMACEUTICALS, INC. INDEX Page No. Part I. Financial Information Item 1. Financial Statements Balance Sheet - 3 March 31, 1995 and June 30, 1994 Statement of Operations - Three and Nine 4 Months Ended March 31, 1995 and 1994 Statement of Cash Flows- 5 Nine Months Ended March 31, 1995 and 1994 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of 7 Financial Condition and Results of Operations Part II. Other Information Item 1. Legal Proceedings 8 Item 2. Changes in Securities 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Submission of Matters to a Vote of Security Holders 8 Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 Signature 9 PART I. FINANCIAL INFORMATION Item 1. Financial Statements AGOURON PHARMACEUTICALS, INC. BALANCE SHEET (Dollars in Thousands) March 31, June 30, 1995 1994 --------- -------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 7,055 $ 2,104 Short-term investments 20,196 27,757 Accounts receivable 495 328 Other current assets 777 891 --------- --------- Total current assets 28,523 31,080 Property and equipment, net of accumulated depreciation and amortization of $10,708 and $8,817 6,006 6,098 --------- --------- $ 34,529 $ 37,178 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,306 $ 1,514 Accrued liabilities 720 519 Deferred revenue 8,718 6,818 Current portion of long-term debt 958 1,190 --------- --------- Total current liabilities 14,702 10,041 --------- --------- Long-term liabilities: Long-term debt, less current portion 713 992 Accrued rent 1,302 1,293 --------- --------- Total long-term liabilities 2,015 2,285 --------- --------- Stockholders' equity: Common stock, no par value, 75,000,000 shares authorized, 7,304,910 and 7,278,488 shares issued and outstanding 75,680 75,435 Accumulated deficit (57,868) (50,583) --------- --------- Total stockholders' equity 17,812 24,852 --------- --------- $ 34,529 $ 37,178 ========= ========= See accompanying notes to financial statements. AGOURON PHARMACEUTICALS, INC. STATEMENT OF OPERATIONS (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended Nine Months Ended March 31, March 31, ---------------------- ---------------------- 1995 1994 1995 1994 --------- --------- --------- --------- Revenues: Contract $ 6,949 $ 3,819 $ 19,285 $ 9,995 Interest 336 338 978 1,026 --------- --------- --------- --------- 7,285 4,157 20,263 11,021 --------- --------- --------- --------- Costs and expenses: Research and development 9,330 5,949 24,352 17,961 General and administrative 1,162 832 3,027 1,872 Interest 63 46 169 150 --------- --------- --------- --------- 10,555 6,827 27,548 19,983 --------- --------- --------- --------- Net loss $ (3,270) $ (2,670) $ (7,285) $ (8,962) ========= ========= ========= ========= Net loss per common share $ (.45) $ (.37) $ (1.00) $ (1.24) ========= ========= ========= ========= Shares used in computing net loss per common share 7,300,000 7,242,000 7,286,000 7,232,000 ========= ========= ========= ========= See accompanying notes to financial statements. AGOURON PHARMACEUTICALS, INC. STATEMENT OF CASH FLOWS (Unaudited) (Dollars in Thousands) Nine Months Ended March 31, ---------------------- 1995 1994 --------- --------- Cash flows from operating activities: Cash received from contracts $ 21,018 $ 19,054 Cash paid to suppliers, employees and service providers (22,405) (17,857) Interest received 978 1,026 Interest paid (169) (150) --------- --------- Net cash provided (used) by operating activities (578) 2,073 --------- --------- Cash flows from investing activities: Net (increase) decrease in short-term investments 7,561 (228) Expenditures for property and equipment (1,749) (970) --------- --------- Net cash provided (used) by investing activities 5,812 (1,198) --------- --------- Cash flows from financing activities: Net proceeds from issuance of common stock 245 427 Principal payments under equipment leases (460) (405) Increase (decrease) in long-term debt, net (68) (235) --------- --------- Net cash provided (used) by financing activities (283) (213) --------- --------- Net increase (decrease) in cash and cash equivalents 4,951 662 Cash and cash equivalents at beginning of period 2,104 7,783 --------- --------- Cash and cash equivalents at end of period $ 7,055 $ 8,445 ========= ========= Reconciliation of net loss to net cash provided (used) by operating activities: Net loss $ (7,285) $ (8,962) Depreciation and amortization 1,858 1,672 Net (increase) decrease in accounts receivable and other current assets (53) (1,054) Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and accrued rent 4,902 10,382 Options granted for services provided -- 35 --------- --------- Net cash provided (used) by operating activities $ (578) $ 2,073 ========= ========= See accompanying notes to financial statements. AGOURON PHARMACEUTICALS, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. Financial Statements The balance sheet as of March 31, 1995 and the statements of operations and cash flows for the three-month and nine-month periods ended March 31, 1995 and 1994 have been prepared by the Company and have not been audited. Such financials, in the opinion of management, include all adjustments (consisting only of normal, recurring accruals) necessary to present fairly the financial position, results of operations and cash flows for all periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 1994 Annual Report on Form 10-K. Interim operating results are not necessarily indicative of operating results for the full year. 2. Short-term Investments Included in short-term investments at March 31, 1995 and June 30, 1994 is $233,000 and $246,000 of accrued interest receivable. Included in short-term investments at March 31, 1995 is $400,000 which has been pledged as collateral in conjunction with certain long-term debt obligations. At March 31, 1995, the Company's short-term investments are generally available for sale and are carried at amortized cost which approximates market. These investments, consisting principally of United States government securities (69%) and corporate obligations (26%), have average maturities of less than one year. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition The Company relies principally on equity financings and corporate collaborations to fund its operations and capital expenditures. At March 31, 1995, the Company had cash, cash equivalents and short-term investments of approximately $27,251,000. Management believes that its present capital resources, plus the committed and expected funding from certain existing collaborative relationships, should be sufficient to meet its working capital needs at least through fiscal 1996. The Company will require additional long-term financing to meet the operating needs of fiscal 1997 and beyond. The Company will consider various financing vehicles to meet such needs including collaborative arrangements and public offerings or private placements of Company common or preferred stock. If such vehicles are not available, the Company may be required to delay or eliminate expenditures for certain of its products or to license third parties to commercialize products or technologies that the Company would otherwise seek to develop itself. Results of Operations The Company is engaged in the research and development of human pharmaceuticals utilizing protein structure-based drug design. Such research and development has been funded from the Company's equity-derived working capital and through various collaborative arrangements. The Company's net operating losses reflect primarily the result of its independent research and continued increasing investment in clinical development activities concentrated on the Company's lead compounds in cancer and AIDS. As product sales may not begin prior to calendar 1998 and certain programs are expanding their preclinical and clinical development activities, it is anticipated that net operating losses will continue and possibly increase in the next several years. Compared to the three months ended March 31, 1994, the current period revenues, costs and expenses and net loss have increased by approximately 75%, 55% and 22%. Compared to the nine months ended March 31, 1994, the increase in current period revenues has exceeded the increase in operating expenses resulting in a decrease in the net loss. Contract revenues in the current three and nine-month periods have increased compared to the year earlier periods due principally to additional collaborative agreements with Japan Tobacco Inc. ("JT": an anti-viral collaboration initiated in February 1994 and an anti-HIV collaboration initiated in December 1994) and increased activities for research programs with Syntex (U.S.A.) Inc. (now a subsidiary of Roche Holdings, Inc.). These increases were partially offset by the absence of funding in the current-year periods from Schering-Plough Corporation due to the completion of a collaborative research program with Schering in April 1994. Research and development costs and expenses have increased from prior periods due generally to increasing average research and development staff levels (approximately 24%) and staff-related expenditures, including occupancy, and increasing preclinical and clinical activities associated with certain of the Company's leading product development programs, including AG331 and AG337 (synthetic chemical compounds designed specifically to inactivate an enzyme required for rapid proliferation of cancer cells) and AG1343 (a non-peptidic synthetic molecule of low molecular weight designed to inhibit HIV protease-- an enzyme that plays an essential role in the replication cycle of HIV). The increase in general and administrative costs in the current three and nine- month periods is due chiefly to increasing average staff levels (approximately 38%) and staff-related expenditures and certain administrative costs associated with the JT collaborations. PART II. OTHER INFORMATION Item 1. Legal Proceedings: The Company is involved in certain legal or administrative proceedings generally incidental to its normal business activities. While the outcome of any such proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any such existing matters should have a material adverse effect on its financial position. Item 2. Changes in Securities: None Item 3. Defaults Upon Senior Securities: None Item 4. Submission of Matters to a Vote of Security Holders: None Item 5. Other Information: None Item 6. Exhibits and Reports on Form 8-K: a. Exhibits: 27 Financial Data Schedule. (Exhibit 27 is submitted as an exhibit only in the electronic format of this Quarterly Report on Form 10-Q being submitted to the Securities and Exchange Commission.) b. Reports on Form 8-K: None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AGOURON PHARMACEUTICALS, INC. Date: April 21, 1995 /s/ Steven S. Cowell ------------------------------------------- Steven S. Cowell Vice President, Finance and Chief Financial Officer and Chief Accounting Officer