FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 30, 1995
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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: 0-15881
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MYCOGEN CORPORATION
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(Exact name of registrant as specified in its charter)
California 95-3802654
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5501 Oberlin Drive, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
(619) 453-8030
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(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 x No
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22,525,767 shares of Common Stock were outstanding as of January 9, 1996.
1
PART 1. - FINANCIAL INFORMATION
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Item 1. Financial Statements
MYCOGEN CORPORATION
INTERIM CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
THREE MONTHS ENDED
NOVEMBER 30,
1995 1994
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(UNAUDITED)
Net operating revenues.................................. $12,049 $ 9,509
Contract and other revenues:
Unrelated parties..................................... 896 1,054
Related party......................................... 675 842
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Total revenues...................................... 13,620 11,405
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Costs and expenses:
Cost of operating revenues............................ 7,823 6,245
Selling, general and administrative................... 8,181 7,015
Research and development.............................. 4,579 5,196
Amortization of intangible assets..................... 604 493
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Total costs and expenses............................ 21,187 18,949
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Operating loss.......................................... (7,567) (7,544)
Interest income and expense, net...................... 148 564
Exchange gain (loss).................................. 7 (35)
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Net loss................................................ (7,412) (7,015)
Dividends on preferred stock............................ (384) (369)
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Net loss applicable to common shares.................... $(7,796) $(7,384)
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Net loss per common share............................... $ (.40) $ (.39)
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Weighted average number of shares....................... 19,447 19,099
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See accompanying Notes to Interim Consolidated Condensed Financial Statements.
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MYCOGEN CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except par value data)
NOVEMBER 30, AUGUST 31,
1995 1995
ASSETS (UNAUDITED) (NOTE)
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Current assets:
Cash and cash equivalents............................. $ 14,636 $ 5,687
Securities available-for-sale......................... 8,706 11,913
Accounts and notes receivable, net of allowances...... 13,125 27,402
Inventories........................................... 46,967 33,633
Prepaid expenses...................................... 1,762 1,267
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Total current assets................................ 85,196 79,902
Net property, plant and equipment....................... 49,332 49,646
Net intangible assets................................... 17,570 17,759
Other assets............................................ 11,879 12,301
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Total assets............................................ $ 163,977 $ 159,608
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings................................. $ 6,000 $ -
Accounts payable...................................... 11,269 6,760
Accrued compensation and related taxes................ 3,792 3,553
Deferred revenues..................................... 7,125 5,670
Other current liabilities............................. 3,565 5,225
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Total current liabilities........................... 31,751 21,208
Long-term liabilities................................... 3,486 3,291
Minority interest....................................... 21,406 21,406
Stockholders' equity:
Senior convertible cumulative preferred stock:
Series A preferred stock, $.001 par value, 3,940
shares authorized; 3,139 and 3,100 shares issued
to a related party and outstanding at November 30,
1995 and August 31, 1995, respectively; aggregate
liquidation preference, $31,390 and $31,004,
respectively........................................ - -
Common stock, $.001 par value, 40,000,000 shares
authorized; 19,476,958 and 19,400,764 shares issued
and outstanding at November 30, 1995 and August 31,
1995, respectively.................................. 19 19
Additional paid in capital............................ 217,479 216,436
Deficit............................................... (110,164) (102,752)
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Total stockholders' equity.......................... 107,334 113,703
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Total liabilities and stockholders' equity.............. $ 163,977 $ 159,608
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Note: The balance sheet at August 31, 1995 has been derived from the audited
financial statements at that date.
See accompanying Notes to Interim Consolidated Condensed Financial Statements.
3
MYCOGEN CORPORATION
INTERIM CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
THREE MONTHS ENDED
NOVEMBER 30,
1995 1994
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(UNAUDITED)
Operating activities:
Net loss................................................... $ (7,412) $ (7,015)
Items which did not use cash:
Depreciation............................................. 1,144 1,298
Amortization of intangible assets........................ 587 493
Other expense not requiring cash......................... 455 209
Changes in operating assets and liabilities:
Accounts and notes receivable............................ 14,378 10,999
Inventories.............................................. (13,334) (16,558)
Prepaid expenses......................................... (495) (354)
Accounts payable......................................... 4,509 10,588
Deferred revenues........................................ 1,455 2,047
Other current liabilities................................ (1,073) (2,079)
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Cash provided by (used in) operating activities........ 214 (372)
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Investing activities:
Proceeds from sales of available-for-sale securities....... 2,993 -
Proceeds from maturities of available-for-sale securities.. 291 2,000
Capital expenditures....................................... (812) (1,032)
Prepaid contract manufacturing............................. - (3,588)
Change in intangibles and other assets..................... (472) (335)
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Cash provided by (used in) investing activities........ 2,000 (2,955)
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Financing activities:
Net change in short-term borrowings........................ 6,000 -
Payments on long-term borrowings........................... (110) (4)
Proceeds from sale of common stock......................... 782 82
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Cash provided by financing activities.................. 6,672 78
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Effect of exchange rate changes on cash and cash equivalents. 63 35
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Increase (decrease) in cash and cash equivalents............. 8,949 (3,214)
Cash and cash equivalents at beginning of period............. 5,687 8,681
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Cash and cash equivalents at end of period................... $ 14,636 $ 5,467
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See accompanying Notes to Interim Consolidated Condensed Financial Statements.
4
PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements (continued).
Mycogen Corporation
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Notes to Interim Consolidated Condensed Financial Statements
General
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The accompanying financial statements include the accounts of Mycogen
Corporation, its wholly-owned subsidiaries and majority-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The interim financial statements have been prepared by the
Company, without audit, according to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (which include only normal recurring
adjustments) necessary to state fairly the financial position, results of
operations and cash flows as of and for the periods indicated.
It is suggested that these financial statements be read in conjunction with the
financial statements and the notes thereto included in the Annual Report and
Form 10-K of the Company for the fiscal year ended August 31, 1995.
The Company's business is highly seasonal. Operating revenues are expected to
be concentrated principally in the quarters ending in February and May as a
result of the North American agricultural growing season. Consequently,
operating revenues and results of operations for the three months ended November
30, 1995 are not indicative of operating revenues and results to be expected for
a full fiscal year.
Supplemental Schedule of Non-Cash Investing and Financing Activities
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Non-cash investing and financing activities are as follows:
Three months ended
November 30,
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(In thousands) 1995 1994
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Dividends on preferred stock $ 384 $ 369
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Inventories
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Inventories are comprised of:
November 30, August 31,
(In thousands) 1995 1995
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Raw materials and supplies $ 4,789 $ 5,895
Work in process 7,920 3,578
Finished goods 34,258 24,160
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Total $46,967 $33,633
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Accumulated Depreciation and Amortization
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Accumulated depreciation of property, plant and equipment was $18.3 million and
$16.7 million at November 30, 1995 and August 31, 1995, respectively.
Accumulated amortization of intangible assets was $7.4 and $6.8 million at
November 30, 1995 and August 31, 1995, respectively.
Income Taxes
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No provision for income tax is recognized for the three months ended November
30, 1995 since the Company anticipates that the effective tax rate for the year
ending August 31, 1996 will be zero due to the available net operating loss
carryforwards.
Net Loss Per Common Share
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Net loss per common share for the three months ended November 30, 1995 is
determined by deducting dividends on preferred stock from net loss and dividing
the net result by the weighted average number of common shares outstanding
during the respective period. The dilutive effect of common shares issuable
under stock options was less than 3% and was not included in the computation of
primary earnings per share.
Subsequent Event
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In December 1995, the Company entered into an agreement with Pioneer to develop
transgenic crops with built-in resistance. Under the agreement, Pioneer
purchased three million shares of the Company's common stock for $30 million and
provided $10 million in research and development funding. Pioneer will provide
an additional $11 million in funding near the end of 1998. Pioneer will receive
non-exclusive rights to all Bt crop protection technology and associated
technologies codeveloped by the Company and Pioneer during the next 10 years.
The Company and Pioneer are able to market their own products resulting from the
collaboration, royalty-free, in North America. Pioneer will pay a royalty to
Mycogen for jointly developed technology that it markets through seed products
outside of North America. The Company has exclusive world wide rights to
license jointly developed technology to third parties. No proprietary seed
lines will be shared by the companies.
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PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
SEASONALITY
The Company's businesses are highly seasonal as described in each segment
summary. Revenues, expenses and losses for the three months ended November 30
are not indicative of the revenues, expenses and income or loss to be expected
for a full fiscal year.
SUMMARY
Mycogen develops and markets value-added planting seeds for major agricultural
crops and environmentally compatible biopesticide products and provides crop
protection services to control pests and improve food and fiber production. The
Company is organized into two business units, Seed and Crop Protection.
Varying climatic conditions can shift revenues between quarters. Operating
revenues and seed costs are impacted by weather. Weather can influence pest
populations, the effectiveness of pesticides and seeds, seed production yields,
commodity prices, growers' planting decisions and other factors affecting
revenues and costs. Operating revenues also depend on a number of other
factors, including market acceptance of products, competition and U.S. and
foreign government policies that affect crop acreage and farm income. Planted
acreage is a key factor in determining volumes of seed, crop protection services
and biopesticide products purchased by growers.
Weather, competition, regulation and other external factors may affect
Mycogen's ability to increase operating revenues and achieve profitability. The
Company also must continue to invest in commercializing existing products and in
discovery and development of new products, so the trend in losses from
operations may continue if revenues do not increase.
SEGMENT OPERATING REVENUES AND OPERATING LOSS
Three months ended November 30,
(In thousands) 1995 1994
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Operating Revenues
Seed $ 1,126 $ 596
Crop Protection 10,923 8,913
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Total Operating Revenues $12,049 $ 9,509
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Operating Income (Loss)
Seed $(7,635) $(6,691)
Crop Protection 336 (516)
Corporate (268) (337)
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Total Operating Loss $(7,567) $(7,544)
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SEED SEGMENT
OPERATING REVENUES: First quarter Seed operating revenues are not significant
and consist mainly of late season alfalfa sales and international shipments.
The majority of Seed operating revenues are recorded during the second and third
fiscal quarters. Second and third quarter operating revenues also
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include estimates of seed product returns and the fourth quarter includes
adjustments to reconcile those earlier estimates.
OPERATING LOSS: First quarter Seed operating loss increased from $6.7 million
for the quarter ended November 30, 1994 to $7.6 million for the same quarter in
1995, due mainly to higher sales and promotion efforts for the coming growing
season which accounted for $.8 million of the increase.
CROP PROTECTION SEGMENT
OPERATING REVENUES: First quarter Crop Protection operating revenues increased
$2.0 million to $10.9 million for the three months ended November 30, 1995
compared to the same period last year. Soilserv accounted for $1.4 million of
the increase as a result of higher penetration this year into the winter crop
protection markets in Arizona. Biopesticides sales of new products, Mattch(TM)
and Scythe(R), and higher shipments of MVP(R) powder to Kubota accounted for the
remainder of the increase. The majority of Crop Protection revenues are recorded
during the third and fourth fiscal quarters. Second quarter operating revenues
are not significant.
OPERATING INCOME (LOSS): The Crop Protection segment recognized operating
income of $.3 million for the quarter ended November 30, 1995 compared to an
operating loss of $.5 million for the same period in 1994. This improvement in
operating results is due mainly to higher sales volume, which contributed an
additional $.6 million in gross profit, and lower research and development
expenses of $.7 million resulting primarily from headcount and expense
reductions.
NON-OPERATING ITEMS
Non-operating income items decreased $.4 million due mainly to lower net
interest income as a result of less cash available for investment.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and securities available-for-sale increased
by $5.7 million to $23.3 million during the three months ended November 30,
1995. This increase was due primarily to proceeds of $6.0 million from the
Company's bank line of credit facility. The Company has a $25 million bank line
of credit facility, which expires November 30, 1996, to fund portions of its
seasonal working capital needs, of which $19.0 million was unused at November
30, 1995.
In December 1995, the Company signed a definitive agreement for technology
collaboration with Pioneer. Under the agreement, Pioneer purchased three
million shares of the Company's common stock for $30 million and has provided
$10 million in research and development funding. Pioneer will provide an
additional $11 million in funding near the end of 1998.
The Company expects capital expenditures for fiscal 1996 to total
approximately $5.4 million. However, as part of the Seed unit's strategy to
transition from a seller of low-cost generic products to proprietary, value-
added seed products, the Company has decided to undertake an analysis of its
production facilities to determine alternatives for improving quality. The
conclusion of this analysis may result in higher than expected capital
expenditures and/or write-downs. The biopesticide fermentation facility funded
under the Company's long-term manufacturing agreement with Enzyme Bio-Systems,
Ltd. ("EB"), is completed and fully operational. The Company does not anticipate
any significant funding for capital under the EB agreement for the remainder of
fiscal 1996. The Company is involved
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in various actions related to its patent positions and plans to continue to
spend resources as required to defend its intellectual property rights. The
Company will continue to pursue an aggressive acquisition and joint venture
strategy for both the Seed and Crop Protection business units.
Dividends on the Series A preferred stock are cumulative and are payable
quarterly to Lubrizol in additional shares of preferred stock. Starting in
December 1997 and thereafter, the dividends are payable in cash. Also, the
Company has agreed to purchase the remaining ownership interest of MPS from
Lubrizol for additional Common Stock or, after November 2000, for cash at a
price between $21.4 million and $26.3 million.
The Company anticipates that its current cash position, and revenue from
operations and contract and other revenues will be sufficient to finance working
capital and capital requirements for the immediate future. However, the
Company's capital requirements may vary as a result of competitive and
technological developments, the timing of regulatory approval for new products
and the terms and conditions of any future strategic transactions. If such
requirements change, the Company may need to raise additional capital.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
a) The annual meeting of stockholders was held on December 14, 1995.
b) See c below.
c) The following members of the Board of Directors were elected to serve
until the next Annual Meeting and until their successors are elected
and qualified:
Number of Votes Cast
Affirmative Negative
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Thomas J. Cable 17,801,392 169,152
Jerry D. Caulder 17,712,136 258,908
George R. Hill 17,702,452 268,592
Kenneth H. Hopping 17,700,857 270,187
David H. Rammler 17,708,118 262,926
A. John Speziale 17,804,153 166,891
The proposal to approve the implementation of the 1995 Employee Stock
Purchase Plan, pursuant to which 250,000 shares of Common Stock will
be reserved for issuance, was approved by 15,663,825 affirmative
votes vs. 2,029,260 negative votes vs. 99,543 abstentions vs. 178,416
broker non-votes.
The proposal to ratify the non-statutory stock option grants for
20,000 shares of Common Stock under the Company's Automatic Grant
Program to each of three non-employees Board members was approved by
16,498,948 affirmative votes vs. 1,166,962 negative votes vs. 126,718
abstentions vs. 178,416 broker non-votes.
The proposal to ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending August 31,
1996 was approved by 17,887,617 affirmative votes vs. 44,659 negative
votes vs. 38,768 abstentions.
d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
Exhibit 10.1 - Amendment to the 1992 Stock Option Plan. See Exhibit
10.1 attached hereto.
Exhibit 10.2 - Amendment to the Restricted Stock Issuance Plan. See
Exhibit 10.2 attached hereto.
Exhibit 10.3 - 1995 Employee Stock Purchase Plan. See Exhibit 10.3
attached hereto.
Exhibit 27 - Financial Data Schedule. See Exhibit 27 attached hereto.
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b) Reports on Form 8-K
A current report on Form 8-K was filed on November 28, 1995 to report
the Company's reincorporation from the state of Delaware to the state
of California on October 26, 1995 and to provide quarterly operating
revenues by segment for fiscal year 1995.
SIGNATURES
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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.
Mycogen Corporation
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(Registrant)
Date: January 11, 1996 /s/ JAMES A. BAUMKER
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James A. Baumker
Vice President and Chief Financial Officer
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