SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended June 30, 2001
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 No. 000-24537
DYAX CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3053198
(State of Incorporation) (I.R.S. Employer Identification Number)
ONE KENDALL SQUARE, CAMBRIDGE, MA 02139
(Address of Principal Executive Offices)
(617) 225-2500
(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
Number of shares outstanding of Dyax Corp.'s Common Stock as of August 10, 2001:
Common Stock, par value $.01 19,262,770 shares outstanding
DYAX CORP.
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Unaudited Consolidated Financial Statements
Consolidated Balance Sheets (Unaudited)
June 30, 2001 and December 31, 2000 .............................3
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited) For the three months ended June 30, 2001 and
2000 and for the six months ended June 30, 2001 and 2000.........4
Consolidated Statements of Cash Flows (Unaudited)
For the six months ended June 30, 2001 and 2000..................5
Notes to Unaudited Financial Statements.................................6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations .........................10
Item 3 - Quantitative and Qualitative Disclosures About Market Risk ............13
PART II - OTHER INFORMATION ....................................................13
Item 2 - Use of Proceeds from Registered Securities ............................13
Item 4 - Submission of Matters to a Vote of Security Shareholders...............13
Item 6(a) - Exhibits............................................................14
Item 6(b) - Reports on Form 8-K ................................................14
Signatures .....................................................................15
Exhibit Index...................................................................16
2
PART I - FINANCIAL INFORMATION
Item 1 - Unaudited Consolidated Financial Statements
DYAX CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2001 2000
-------------- ----------------
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 63,136,000 $ 74,205,000
Accounts receivable, net..................................... 8,164,000 6,509,000
Inventories.................................................. 3,049,000 2,719,000
Notes receivable, officers................................... 320,000 412,000
Other current assets......................................... 919,000 780,000
------------- ------------
Total current assets....................................... 75,588,000 84,625,000
Fixed assets, net............................................ 5,552,000 4,101,000
Notes receivable, officers................................... 1,360,000 1,380,000
Goodwill and other intangibles, net.......................... 655,000 1,100,000
Other assets................................................. 281,000 199,000
------------ ------------
Total assets............................................... $ 83,436,000 $ 91,405,000
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses........................ $ 6,706,000 $ 7,983,000
Current portion of deferred revenue.......................... 4,986,000 4,161,000
Current portion of capital leases............................ 802,000 683,000
------------ ------------
Total current liabilities.................................... 12,494,000 12,827,000
Deferred revenue................................................ 6,203,000 7,141,000
Capital leases.................................................. 1,367,000 1,580,000
------------ ------------
Total liabilities.......................................... 20,064,000 21,548,000
Commitments
Stockholders' equity:
Common stock, $0.01 par value; 50,000,000 shares
authorized at June 30, 2001 and December 31, 2000;
19,244,965 shares issued and outstanding at June 30,
2001 and 19,046,711 shares issued at December 31, 2000..... 192,000 190,000
Additional paid-in capital................................... 141,059,000 140,936,000
Receivable from officer for common stock purchase............ (418,000) (418,000)
Accumulated (deficit) ....................................... (74,059,000) (66,844,000)
Treasury stock (0 and 1,378 common shares at cost at June 30, _ _ _ _
2001 and December 31, 2000, respectively).................
Deferred compensation........................................ (3,146,000) (3,980,000)
Accumulated other comprehensive loss......................... (256,000) (27,000)
------------- -------------
Total stockholders' equity................................. 63,372,000 69,857,000
------------ ------------
Total liabilities and stockholders' equity................. $ 83,436,000 $ 91,405,000
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS.
3
DYAX CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
2001 2000 2001 2000
------------ -------------- ------------- -------------
Revenues:
Product revenues.......................... $ 4,628,000 $ 3,308,000 $ 8,474,000 $ 6,686,000
Product development and license fee
revenues................................ 3,581,000 2,148,000 6,803,000 3,577,000
------------ ------------ ------------ ------------
Total revenues............................... 8,209,000 5,456,000 15,277,000 10,263,000
Operating expenses:
Cost of products sold..................... 2,078,000 1,578,000 3,846,000 3,071,000
Research and development:
Other research and development.......... 5,083,000 3,289,000 9,045,000 6,992,000
Noncash compensation.................... 168,000 213,000 339,000 395,000
Selling, general and administrative:
Other selling, general and
administrative.......................... 5,072,000 4,509,000 10,322,000 8,365,000
Noncash compensation.................... 206,000 261,000 415,000 483,000
------------ ------------ ------------ ------------
Total operating expenses..................... 12,607,000 9,850,000 23,967,000 19,306,000
------------ ------------ ------------ ------------
Loss from operations......................... (4,398,000) (4,394,000) (8,690,000) (9,043,000)
Interest income, net...................... 609,000 160,000 1,475,000 318,000
------------ ------------ ------------ ------------
Net loss..................................... (3,789,000) (4,234,000) (7,215,000) (8,725,000)
------------ ------------ ------------ ------------
Other comprehensive income (loss):
Foreign currency translation adjustments.. (72,000) (10,000) (229,000) 143,000
------------ ------------ ------------ ------------
Comprehensive loss........................... $ (3,861,000) $ (4,244,000) $ (7,444,000) $ (8,582,000)
============= ============ ============ ============
Basic and diluted net loss per share......... $ (.20) $ (1.77) $ (.38) $ (3.74)
============= ============ ============ ============
Shares used in computing basic and diluted
net loss per share........................ 19,220,875 2,388,650 19,161,082 2,333,493
============= ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS.
4
DYAX CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
----------------------------------
2001 2000
-------------- --------------
Cash flows from operating activities:
Net loss........................................................... $ (7,215,000) $ (8,725,000)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization.................................... 619,000 408,000
Amortization of goodwill and other intangibles................... 445,000 445,000
Compensation expenses associated with stock options.............. 754,000 878,000
Changes in operating assets and liabilities:
Accounts receivable.............................................. (1,794,000) (515,000)
Inventories...................................................... (355,000) 206,000
Notes receivable, officers....................................... 112,000 (8,000)
Other assets..................................................... (231,000) (450,000)
Accounts payable and accrued expenses............................ (1,222,000) 198,000
Deferred revenue................................................. (108,000) 6,711,000
------------ ------------
Net cash used in operating activities................................. (8,995,000) (852,000)
------------ ------------
Cash flows from investing activities:
Purchase of fixed assets........................................... (2,142,000) (1,232,000)
------------ ------------
Cash flows from financing activities:
Proceeds from the exercise of stock options......................... 205,000 239,000
Proceeds from sale-leaseback of equipment........................... 291,000 1,186,000
Repayment of capital lease obligations.............................. (362,000) (173,000)
------------ ------------
Net cash provided by financing activities............................. 134,000 1,252,000
Effect of foreign currency translation on cash balances............... (66,000) 262,000
------------ ------------
Net decrease in cash and cash equivalents............................. (11,069,000) (570,000)
Cash and cash equivalents at beginning of the period.................. 74,205,000 16,726,000
------------ ------------
Cash and cash equivalents at end of the period........................ $ 63,136,000 $ 16,156,000
============ ============
Supplemental disclosure of cash flow information:
Interest paid...................................................... $ 69,000 $ 94,000
============ ============
Supplemental disclosure of non-cash investing and financing
activities:
Acquisition of property and equipment under capital leases......... $ 291,000 $ 1,186,000
============ ============
Deferred compensation.............................................. $ --- $ 1,368,000
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS.
5
DYAX CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
Dyax Corp. (the "Company") is a biopharmaceutical company that has developed and
patented its phage display technology with applications in the discovery and
development of a broad range of compounds for the treatment and diagnosis of
diseases and for the purification and manufacture of biopharmaceuticals and
other chemicals. Through the use of phage display technology, Dyax's scientists,
collaborators and licensees seek to discover proteins and peptides, including
human antibodies, that bind tightly to specific molecular targets. The Company,
through its Biotage subsidiary, develops, manufactures and sells chromatography
separations systems and products.
The accompanying unaudited interim financial statements have been prepared by
the Company in accordance with generally accepted accounting principles ("GAAP")
in the United States of America for interim financial information and with the
instructions to Form 10-Q. The consolidated financial statements include the
accounts of the Company and its subsidiaries. All material intercompany balances
and transactions have been eliminated. Certain amounts from prior years have
been reclassified in the accompanying financial statements in order to be
consistent with the current year's classifications.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect (i) the reported amounts of assets and liabilities, (ii) disclosure of
contingent assets and liabilities at the dates of the financial statements and
(iii) the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates. The results of
operations for the three month and six month periods ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.
It is management's opinion that the accompanying interim financial statements
reflect all adjustments (which are normal and recurring) necessary for a fair
presentation of the results for the interim periods. The interim financial
statements should be read in conjunction with the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.
2. INVENTORY
Inventories consist of the following:
JUNE 30, DECEMBER 31,
2001 2000
---------- ----------
Raw materials........................................ $1,607,000 $1,627,000
Work in process...................................... 66,000 231,000
Finished products.................................... 1,376,000 861,000
---------- ----------
$3,049,000 $2,719,000
========== ==========
6
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
JUNE 30, DECEMBER 31,
2001 2000
---------- ------------
Accounts payable..................................... $3,929,000 $4,489,000
Accrued wages and related taxes...................... 1,821,000 2,311,000
Accrued warranty costs............................... 146,000 146,000
Other accrued liabilities............................ 810,000 1,037,000
---------- ----------
Total................................................ $6,706,000 $7,983,000
========== ==========
4. NET LOSS PER SHARE
Net loss per share is computed under Statement of Financial Accounting
Standards ("SFAS") No. 128. Basic net loss per share is computed using the
weighted average number of shares of common stock outstanding. Diluted loss per
share does not differ from basic loss per share since potential common shares
from the conversion of preferred stock and exercise of stock options and
warrants are antidilutive for all periods presented and therefore are excluded
from the calculation of diluted net loss per share.
The following sets forth the computation of net loss per share:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ------------------------------------
2001 2000 2001 2000
---------------- -------------- ---------------- ----------------
Numerator: Net Loss.......................... $ (3,789,000) $ (4,234,000) $ (7,215,000) $ (8,725,000)
================ ============== ================= ================
Denominator: Weighted average common shares,
basic and diluted......................... 19,220,875 2,388,650 19,161,082 2,333,493
================ ============== ================= ================
Net loss per share: Basic and diluted........ $ (.20) $ (1.77) $ (.38) $ (3.74)
================ ============== ================= ================
At June 30, 2001 and 2000, the following potentially dilutive common shares
were excluded because their effect was antidiliutive:
JUNE 30,
2001 2000
--------- ----------
Convertible preferred stock............... -- 11,584,459
Stock options............................. 3,040,873 2,333,472
Warrants.................................. -- 27,022
Unvested restricted stock................. -- 97,399
7
5. COMPREHENSIVE INCOME
Accumulated other comprehensive income (loss) is calculated as follows:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- -------------------------------
2001 2000 2001 2000
------------- ------------- ------------- ------------
Accumulated other comprehensive income
(loss):
Foreign currency translation adjustment:
Balance at beginning of period....... $ (184,000) $ 45,000 $ (27,000) $ (108,000)
Change during each period............ (72,000) (10,000) (229,000) 143,000
------------- ------------- ------------- ------------
Balance at end of each period........ $ (256,000) $ 35,000 $ (256,000) $ 35,000
============= ============= ============= ============
6. BUSINESS SEGMENTS
The Company discloses business segments under SFAS No. 131. Segment data
does not include allocation of corporate administrative costs to each of its
operating segments. The Company evaluates the performance of its segments and
allocates resources to them based on earnings (losses) before corporate
administrative costs, interest and taxes.
The Company has two reportable segments: Separations and Therapeutics/
Diagnostics. The Separations segment develops, manufactures, markets and sells
chromatography separations equipment and media cartridges through its Biotage
subsidiary. The Therapeutics/Diagnostics segment develops therapeutic and
diagnostic products using the Company's proprietary Phage Display technology,
licenses this proprietary technology to third parties and licenses affinity
ligands developed using the Company's Phage Display technology to third parties
for separations applications.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technologies and marketing strategies.
The following table presents certain segment financial information and the
reconciliation of segment financial information to consolidated totals as of
the:
THERAPEUTICS/
SEPARATIONS DIAGNOSTICS TOTAL
THREE MONTHS ENDED JUNE 30, 2001 ----------- ------------- -----------
Revenue from external customers........................ $ 4,628,000 $ 3,581,000 $ 8,209,000
Segment loss from operations........................... $ (585,000) $(1,985,000) $(2,570,000)
Segment assets......................................... $10,034,000 $ 4,533,000 $14,567,000
THERAPEUTICS/
SEPARATIONS DIAGNOSTICS TOTAL
THREE MONTHS ENDED JUNE 30, 2000 ----------- ------------- -----------
Revenue from external customers........................ $ 3,308,000 $ 2,148,000 $ 5,456,000
Segment loss from operations........................... $ (542,000) $(2,032,000) $(2,574,000)
Segment assets......................................... $ 6,543,000 $ 2,793,000 $ 9,336,000
THERAPEUTICS/
SEPARATIONS DIAGNOSTICS TOTAL
SIX MONTHS ENDED JUNE 30, 2001 ----------- ------------- -----------
Revenue from external customers........................ $ 8,474,000 $ 6,803,000 $15,277,000
Segment loss from operations........................... $(1,347,000) $(3,125,000) $(4,472,000)
Segment assets......................................... $10,034,000 $ 4,533,000 $14,567,000
8
THERAPEUTICS/
SEPARATIONS DIAGNOSTICS TOTAL
SIX MONTHS ENDED JUNE 30, 2000 ----------- ------------- -----------
Revenue from external customers........................ $ 6,686,000 $ 3,577,000 $10,263,000
Segment loss from operations........................... $(1,546,000) $(4,075,000) $(5,621,000)
Segment assets......................................... $ 6,543,000 $ 2,793,000 $ 9,336,000
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- --------------------------------
2001 2000 2001 2000
------------ ------------ ------------ -------------
RECONCILIATIONS:
Loss from operations:
Loss from operations from reportable
segments................................ $ (2,570,000) $ (2,574,000) $ (4,472,000) $ (5,621,000)
Unallocated amounts:
Corporate expenses................... (1,828,000) (1,820,000) (4,218,000) (3,422,000)
Interest income, net................. 609,000 160,000 1,475,000 318,000
------------ ------------ ------------ ------------
Consolidated net loss..................... $ (3,789,000) $ (4,234,000) $ (7,215,000) $ (8,725,000)
============ ============ ============ ============
7. RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets." SFAS No. 141 requires that all business combinations be
accounted for using the purchase method only and that certain acquired
intangible assets in a business combination be recognized as assets apart
from goodwill. SFAS No. 142 requires that ratable amortization of goodwill be
replaced with periodic tests of the goodwill's impairment and that intangible
assets other than goodwill be amortized over their useful lives. SFAS No. 141
is effective for all business combinations initiated after June 30, 2001 and
for all business combinations accounted for by the purchase method for which
the date of acquisition is after June 30, 2001. The provisions of SFAS No.
142 will be effective for fiscal years beginning after December 15, 2001, and
will thus be adopted by the Company, as required, in fiscal year 2002. The
impact of SFAS No. 141 and SFAS No. 142 on the Company's financial statements
has not yet been determined.
8. COMMITMENTS AND CONTINGENCIES
On June 13, 2001, the Company signed a ten-year lease with the Massachusetts
Institute of Technology. The leased property is located in Cambridge,
Massachusetts and will serve as the Company's corporate headquarters and main
research facility. Under the terms of the lease, the Company will initially
lease 67,197 square feet. The Company expects to occupy this space in the first
quarter of 2002. The Company is obligated to lease an additional 24,122 square
feet by the sixtieth month of our initial occupancy date. The Company has the
option to extend the lease for two additional five-year terms.
Minimum future lease payments for the new property as of the years ending
December 31 are as follows:
2001 $ --
2002 $ 3,629,000
2003 $ 3,629,000
2004 $ 3,629,000
2005 and thereafter $ 34,196,000
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are a biopharmaceutical company that has developed and patented a method,
known as phage display, that we are using to identify a broad range of compounds
with potential for the treatment and diagnosis of diseases. We are using phage
display to build a broad portfolio of product candidates that we plan to develop
and commercialize either ourselves or through collaborations. We are further
leveraging this technology platform with collaborative arrangements and licenses
that can produce revenues through research funding, patent and library license
fees, milestone payments and royalties. We are currently engaged in funded
collaborative arrangements with biotechnology and pharmaceutical companies for
the discovery and/or development of biopharmaceutical, separations and
diagnostic lead compounds, and we have over 50 licensees.
We also develop, manufacture and sell chromatography separations systems and
products through our Biotage subsidiary. We are a leading developer,
manufacturer and supplier of chromatography separations systems that use
disposable cartridges to separate and purify pharmaceuticals being produced for
research and clinical development. Using our phage display technology, we are
also developing potential separations products to purify biopharmaceuticals.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 AND 2000
Total revenues for the quarter ended June 30, 2001 were $8.2 million,
compared with $5.5 million for the same period in 2000, an increase of $2.8
million or 50%. Product sales, and product development and license revenues
accounted for 56% and 44% respectively, of total revenues in the quarter ended
June 30, 2001, as compared with 61% and 39% in the quarter ended June 30, 2000.
Product sales increased to $4.6 million in the three months ended June 30, 2001
from $3.3 million in the same period in 2000, an increase of $1.3 million or
40%. The increase in product sales is primarily due to increased unit sales of
Biotage's pharmaceutical discovery systems. Product development and license fee
revenues increased to $3.6 million for the three months ended June 30, 2001 from
$2.1 million for the three months ended June 30, 2000, an increase of $1.4
million or 67%. The increase in product development and license fee revenues is
due to several large funded collaborative arrangements, as well as the continued
expansion of our phage display licensing program.
As a result of amortization of product development and license fees
signed in 2000, our deferred revenue decreased to $11.2 million from $11.3
million as of June 30, 2001 and December 31, 2000, respectively. These product
development and license fees are amortized over the expected term of each
agreement, ranging from one to six years.
Cost of products sold for the quarter ended June 30, 2001 was $2.1
million compared to $1.6 million for the same quarter in 2000, an increase of
$500,000 or 32%. The cost of products sold as a percentage of product sales
decreased to 45% in the quarter ended June 30, 2001 from 48% for the same
quarter in 2000. This decrease is primarily due to inventory obsolescence
related to component piece parts for older systems in the quarter ended June
30, 2000 and an increase in product sales to absorb overhead costs in the
quarter ended June 30, 2001.
Research and development expenses for the three months ended June 30, 2001
were $5.3 million, compared with $3.5 million for the same three months in 2000,
an increase of $1.7 million or 50%. This increase resulted primarily from
expenditures on new collaborative arrangements and increased headcount to expand
internal efforts to develop biopharmaceutical, diagnostic products and
industrial enzymes.
Selling, general and administrative expenses increased to $5.3 million for
the three months ended June 30, 2001 compared to $4.8 million for the same three
months in 2000, an increase of $508,000 or 11%. This increase is primarily due
to increased personnel in sales and marketing functions at Biotage, including
the opening of a sales office in Japan and in legal, finance and human resources
to support corporate administrative functions.
10
Net interest income increased to $609,000 for the three months ended June
30, 2001, from $160,000 for the same three months in 2000, due to a higher
average balance available for investment as a result of the proceeds from our
initial public offering in August 2000.
Our net loss for the quarter ended June 30, 2001 was $3.8 million compared
to $4.2 million for the same quarter in 2000.
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Total revenues for the six months ended June 30, 2001 were $15.3 million,
compared with $10.3 million for the same six month period in 2000, an increase
of $5 million or 49%. Product sales, and product development and license
revenues accounted for 55% and 45% respectively, of total revenues in the six
months ended June 30, 2001, as compared with 65% and 35% in the six months ended
June 30, 2000. Product sales increased to $8.5 million in the six months ended
June 30, 2001 from $6.7 million in the same six month period in 2000, an
increase of $1.8 million or 27%. The increase in product sales is primarily due
to increased unit sales of Biotage's pharmaceutical discovery systems. Product
development and license fee revenues increased to $6.8 million for the six
months ended June 30, 2001 from $3.6 million for the six months ended June 30,
2000, an increase of $3.2 million or 90%. The increase in product development
and license fee revenues is due to several large funded collaborative
arrangements, as well as the continued expansion of our phage display licensing
program.
As a result of amortization of product development and license fees
signed in 2000, our deferred revenue decreased to $11.2 million from $11.3
million as of June 30, 2001 and December 31, 2000, respectively. These product
development and license fees are amortized over the expected term of each
agreement, ranging from one to six years.
Cost of products sold for the six months ended June 30, 2001 was $3.8
million compared to $3.1 million for the same six month period in 2000, an
increase of $775,000 or 25%. The cost of products sold as a percentage of
product sales decreased to 45% in the six months ended June 30, 2001 from 46%
for the same six month period in 2000. This decrease is primarily due to
inventory obsolescence related to component piece parts for older systems in
the six months ended June 30, 2000 and an increase in product sales to absorb
overhead costs in the six months ended June 30, 2001.
Research and development expenses for the six months ended June 30, 2001
were $9.4 million, compared with $7.4 million for the same six month period in
2000, an increase of $2.0 million or 27%. This increase resulted primarily from
expenditures on new collaborative arrangements and increased headcount to expand
internal efforts to develop biopharmaceutical, diagnostic products and
industrial enzymes.
Selling, general and administrative expenses increased to $10.7 million for
the six months ended June 30, 2001 compared to $8.8 million for the same six
month period in 2000, an increase of $1.9 million or 21%. This increase is
primarily due to increased personnel in sales and marketing functions at
Biotage, including the opening of a sales office in Japan and in legal, finance
and human resources to support corporate administrative functions.
Net interest income increased to $1.5 million for the six months ended June
30, 2001, from $318,000 for the same six month period in 2000, due to a higher
average balance available for investment as a result of the proceeds from our
initial public offering in August 2000.
Our net loss for the six months ended June 30, 2001 was $7.2 million
compared to $8.7 million for the same six month period in 2000.
11
LIQUIDITY AND CAPITAL RESOURCES
On August 18, 2000, the Company completed its initial public offering of
4,600,000 shares of common stock at a price of $15.00 per share resulting in net
proceeds to the Company, after commissions and expenses, of $62.4 million.
Through June 30, 2001, we have funded our operations principally through the
sale of equity securities, which have provided aggregate net cash proceeds since
inception of approximately $131.2 million. We have also generated funds from
product sales, product development and license fee revenues, interest income and
other sources. As of June 30, 2001, we had cash and cash equivalents of
approximately $63.1 million, a decrease of $11.1 million from December 31, 2000.
Our funds are currently invested in U.S. Treasury obligations.
Our operating activities used cash of $9.0 million and $852,000 for the six
months ended June 30, 2001 and 2000, respectively. The use of cash in the six
months ended June 30, 2001 resulted primarily from our losses from operations
and changes in our working capital accounts, net of depreciation, amortization
and non-cash compensation expense. Cash used by operating activities for the six
months ended June 30, 2000 was primarily due to cash received from large funded
collaboration arrangements included in deferred revenue which was partially
offset by cash used to pay accounts payable.
Our investing activities used cash of $2.1 million and $1.2 million for the
six months ended June 30, 2001 and 2000, respectively. Our investing activities
consisted of purchases of equipment. We anticipate that we will invest $6.0
million to $8.0 million in the next twelve months for leasehold improvements to
satisfy facilities requirements for our research activities. Additionally, our
Biotage subsidiary plans to begin construction on a 50,000 square foot facility
in Charlottesville, Virginia at an estimated cost of $4.0 million to $6.0
million.
Our financing activities provided cash of $134,000 and $1.3 million for the
six months ended June 30, 2001 and 2000, respectively. Our financing activities
for the six months ended June 30, 2001 and 2000 consisted primarily of proceeds
from the exercise of stock options and proceeds from the sale-leaseback of
equipment, offset by repayments of capital lease obligations.
We currently have a $3.0 million loan facility available from Genzyme
Corporation that was established as part of the collaboration to bring DX-88 to
market. Interest on any outstanding balance accrues at a rate equal to one
percent over the prime rate. There are currently no amounts outstanding under
this facility.
Statements about our expectations of the period of time through which
financial resources will be adequate to support our operations are
forward-looking statements that involve risks and uncertainties. Actual results
could vary as a result of a number of factors. We believe that existing cash and
cash equivalents plus anticipated cash flow from product sales and existing
collaborations will be sufficient to support our current operating plan for the
foreseeable future. If our existing resources are insufficient to satisfy our
liquidity requirements, we may need to sell additional equity or debt
securities. The sale of any equity or debt securities may result in additional
dilution to our stockholders, and we cannot be certain that additional financing
will be available in amounts or on terms acceptable to us, if at all. If we are
unable to obtain any required additional financing, we may be required to reduce
the scope of our planned research, development and commercialization activities,
which could harm our financial condition and operating results.
CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATIONS AND RESULTS
This Quarterly Report on Form 10-Q contains forward-looking statements,
including statements regarding our strategies, results of operations, research
and development programs and collaborations. Statements that are not historical
facts are based on our current expectations, beliefs, assumptions, estimates,
forecasts and projections about the industry and markets in which we compete.
The statements contained in this release are not guarantees of future
performance and involve certain risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
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materially from what is expressed in such forward-looking statements.
Important factors which may affect future operating results include, without
limitation, those set forth in Exhibit 99.1 entitled, "Factors Affecting
Future Operating Results" filed with our Annual Report on Form 10-K for the
year ended December 31, 2000 filed with the Securities and Exchange
Commission on April 2, 2001 (File No. 000-24537).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk is confined to our cash and cash equivalents. We
place our investments in high-quality financial instruments, primarily U.S.
government securities funds, which we believe are subject to limited credit
risk. We currently do not hedge interest rate exposure. As of June 30, 2001, we
had cash and cash equivalents of $63.1 million consisting of cash and highly
liquid, short-term investments. Our short-term investments will decline by an
immaterial amount if market interest rates increase, and therefore, our exposure
to interest rate changes is immaterial. Declines of interest rates over time
will, however, reduce our interest income from our short-term investments. Our
outstanding capital lease obligations are all at fixed interest rates and
therefore have minimal exposure to changes in interest rates.
Most of our transactions are conducted in U.S. dollars. We have
collaboration, technology license agreements and product sales with parties
located outside the United States. Transactions under certain other agreements
are conducted in the local foreign currency. We do not believe that there would
be a material impact on our results of operations or cash flows; unless the
exchange rate undergoes a change of 10% or more.
PART II - OTHER INFORMATION
Item 2 - Use of Proceeds from Registered Securities
On August 14, 2000 the Securities and Exchange Commission declared
effective our Registration Statement on Form S-1 (File No. 333-37394) in
connection with the initial public offering of our common stock. On August 18,
2000, we sold 4,600,000 shares of our common stock (including 600,000 shares
pursuant to the exercise by the underwriters of their overallotment option) at a
price of $15.00 per share to the underwriters. We received net proceeds in the
initial public offering of approximately $62,350,000. No expenses were paid or
payments made to our directors, officers or affiliates or 10% owners of any
class of our equity securities in connection with the offering. From August 18,
2000 through June 30, 2001, we invested the net proceeds from the offering in
highly liquid, short-term investments.
Item 4 - Submission of Matters to a Vote of Security Shareholders
At the Annual Meeting of Stockholders held on May 17, 2001, The Company's
stockholders voted as follows:
(a) To elect Henry E. Blair, Gregory D. Phelps and John W. Littlechild to the
Board of Directors, each to serve a three year term.
NOMINEE VOTE "FOR" VOTE WITHHELD
------- ---------- -------------
Henry E. Blair 13,456,226 222,732
Gregory D. Phelps 13,456,228 222,730
John W. Littlechild 13,674,278 4,680
There were no broker non-votes or abstentions with respect to this matter.
The term in office of James W. Fordyce, Thomas L. Kempner, Alix Marduel,
Constantine E. Anagnostopoulos, Henry R. Lewis and David J. McLachlan continued
after the meeting.
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Item 6(a) - Exhibits
EXHIBITS DESCRIPTION
10.1 Lease dated June 13, 2001 between the Massachusetts
Institute of Technology and the Company. Filed
herewith.
Item 6(b) - Reports on Form 8-K
A Current Report on Form 8-K was filed with the U.S. Securities and
Exchange Commission on June 27, 2001 to announce the adoption of a shareholders'
rights plan. The Rights Agreement was filed as Exhibit 4.1 to that report.
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DYAX CORP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
DYAX CORP.
Date: August 14, 2001 /s/ Stephen S. Galliker
----------------------------------
Executive Vice President, Finance
and Administration, and Chief
Financial Officer
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DYAX CORP.
EXHIBIT INDEX
EXHIBITS DESCRIPTION
10.1 Lease dated June 13, 2001 between the Massachusetts
Institute of Technology and the Company. Filed
herewith.
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