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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q/A
Amendment No. 1
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000
[ ] 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 0-23272
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NPS PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 87-0439579
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
420 Chipeta Way, Salt Lake City, Utah 84108-1256
(Address of principal executive offices) (Zip Code)
(801) 583-4939
(Registrant's telephone number, including area code)
N/A
(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 at least 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.
Class Outstanding at August 9, 2000
---------------------------- --------------------------------
Common Stock $.001 par value 24,886,193 *
* Includes 1,329,990 shares of exchangeable stock which are exchangeable at
any time into common stock on a one-for-one basis. Holders of shares of
exchangeable stock are entitled to dividends and other rights economically
equivalent to those of the common stock, and, through a voting trust, holders
are entitled to vote at all meetings of stockholders of the Registrant, also on
a one-for-one basis.
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TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page No.
--------
Item 1. Consolidated Financial Statements.
Consolidated Balance Sheets.............................. 3
Consolidated Statements of Operations.................... 4
Consolidated Statements of Cash Flows.................... 5
Notes to Consolidated Financial Statements............... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 15
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds................... 15
Item 4. Submission of Matters to a Vote of Security Holders......... 16
Item 6. Exhibits and Reports on Form 8-K............................ 17
(a) Exhibits
10.38 Consulting Services Agreement between the Registrant
and Tamar Howson, dated July 3, 2000
27.1 Financial Data Schedule for the three months ended
June 30, 2000
SIGNATURES........................................................... 17
2
Item 1. Consolidated Financial Statements.
NPS PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
Consolidated Balance Sheets
(In thousands)
June 30, 2000 December 31, 1999
------------------ ------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 26,933 $ 13,116
Marketable investment securities 46,475 22,563
Due from related parties - 68
Accounts receivable 443 815
Other current assets 1,024 417
------------------ ------------------
Total current assets 74,875 36,979
Restricted marketable securities 762 778
Plant and equipment:
Land 447 447
Building 1,201 1,201
Equipment 7,893 8,238
Leasehold improvements 2,881 3,732
------------------ ------------------
12,422 13,618
Less accumulated depreciation and amortization 6,458 5,541
------------------ ------------------
Net plant and equipment 5,964 8,077
Goodwill, net of accumulated amortization 10,294 11,230
Purchased intangible assets, net of accumulated amortization 6,936 7,820
Other assets 35 82
------------------ ------------------
$ 98,866 $ 64,966
================== ==================
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of obligations under capital leases $ 315 $ 371
Due to related parties 107 -
Accounts payable 790 669
Accrued expenses 2,967 687
Accrued severance 457 1,455
Deferred income 698 1,265
------------------ ------------------
Total current liabilities 5,334 4,447
Obligations under capital leases, excluding current installments 217 373
Long-term debt 1,532 1,567
------------------ ------------------
Total liabilities 7,083 6,387
Minority interest - 2,500
Stockholders' equity:
Common stock 25 20
Additional paid-in capital 189,233 135,036
Accumulated other comprehensive loss (33) (54)
Deficit accumulated during development stage (97,442) (78,923)
------------------ ------------------
Net stockholders' equity 91,783 56,079
------------------ ------------------
$ 98,866 $ 64,966
================== ==================
See accompanying notes to consolidated financial statements.
3
NPS PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
October 22, 1986,
Three Months Ended June 30, Six Months Ended June 30, (inception) through
2000 1999 2000 1999 June 30, 2000
---------------- --------------- ---------------- ---------------- ---------------------
Revenues from research
and license agreements $ 1,707 $ 915 $ 3,654 $ 1,830 $ 59,167
Operating expenses:
Research and development 6,260 4,900 13,961 10,404 105,529
General and administrative 2,994 1,515 6,792 3,099 41,808
Amortization of goodwill and
acquired intangibles 910 - 1,820 - 1,820
In-process research and
development acquired - - - - 17,760
---------------- --------------- ---------------- ---------------- ---------------------
Total operating expenses 10,164 6,415 22,573 13,503 166,917
---------------- --------------- ---------------- ---------------- ---------------------
Operating loss (8,457) (5,500) (18,919) (11,673) (107,750)
Other income (expense):
Interest income 896 497 1,373 912 13,078
Interest expense (25) (3) (50) (4) (755)
Gain on sale of marketable
investment securities 88 - 88 - 105
Loss on disposition of
equipment, leasehold
improvements and leases (284) - (1,124) - (1,226)
Foreign currency transaction gain 72 - 84 - 84
Other 26 - 29 - 40
---------------- --------------- ---------------- ---------------- ---------------------
Total other income 773 494 400 908 11,326
---------------- --------------- ---------------- ---------------- ---------------------
Loss before tax expense (7,684) (5,006) (18,519) (10,765) (96,424)
Income tax expense - - - - 1,018
---------------- --------------- ---------------- ---------------- ---------------------
Net loss $ (7,684) $ (5,006) $ (18,519) $ (10,765) $ (97,442)
================ =============== ================ ================ =====================
Net loss per common and
common-equivalent share
- basic and diluted $ (0.33) $ (0.40) $ (0.85) $ (0.85)
================ =============== ================ ================
Weighted average common
and common-equivalent
shares outstanding
- basic and diluted 23,509 12,667 21,724 12,649
================ =============== ================ ================
See accompanying notes to consolidated financial statetments.
4
NPS PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June 30, October 22, 1986
----------------------------------------- (inception) through
2000 1999 June 30, 2000
------------------- ------------------- ---------------------
Cash flows from operating activities:
Net loss $ (18,519) $ (10,765) $ (97,442)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 2,847 571 9,555
Loss (gain) on disposition of equipment,
leasehold improvements and leases 1,124 (4) 1,226
Realized gain on sale of marketable
investment securities (88) - (105)
Issuance of stock in lieu of cash for services 221 105 1,255
Compensation expense on stock options 1,163 - 2,026
Write off of in-process research and development - - 17,760
Decrease (increase) in receivables 322 - (104)
Decrease (increase) in other current assets, restricted
marketable securities, due from related parties and
other assets (87) 63 (125)
Increase (decrease) in accounts payable,
accrued expenses and accrued severance 1,463 (551) 1,983
Increase (decrease) in deferred income (557) (255) 212
Increase in due to related parties 113 - 113
------------------- ------------------- ---------------------
Net cash used in operating activities (11,998) (10,836) (63,646)
Cash flows from investing activities:
Net sale (purchase) of marketable investment securities (23,807) 4,954 (36,278)
Acquisition of equipment and leasehold improvements (48) (540) (9,976)
Proceeds from sale of equipment 33 4 1,109
Cash paid for acquisition, net of cash received - - (676)
------------------- ------------------- ---------------------
Net cash provided by (used in) investing activities (23,822) 4,418 (45,821)
Cash flows from financing activities:
Proceeds from note payable to bank - - 124
Proceeds from issuance of preferred stock - - 17,581
Proceeds from issuance of common stock 49,816 161 120,941
Proceeds from long-term debt - - 1,166
Principal payments on note payable to bank - - (124)
Principal payments under capital lease obligations (207) (13) (1,653)
Principal payments on long-term debt (4) (9) (1,367)
Repurchase of preferred stock - - (300)
------------------- ------------------- ---------------------
Net cash provided by financing activities 49,605 139 136,368
Effect of exchange rate changes 32 - 32
------------------- ------------------- ---------------------
Net increase (decrease) in cash and cash equivalents 13,817 (6,279) 26,933
Cash and cash equivalents at beginning of period 13,116 23,615 -
------------------- ------------------- ---------------------
Cash and cash equivalents at end of period $ 26,933 $ 17,336 $ 26,933
=================== =================== =====================
See accompanying notes to consolidated financial statements.
5
NPS PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June 30, October 22, 1986
----------------------------------------- (inception) through
2000 1999 June 30, 2000
------------------- ------------------- ---------------------
Supplemental Disclosure of Cash Flow
Information:
Cash paid for interest $ 50 $ - $ 756
Cash paid for taxes - - 1,018
Supplemental Schedule of Noncash Investing and
Financing Activities:
Acquisition of equipment through incurrence of
capital lease obligations - - 1,478
Acquisition of leasehold improvements through
incurrence of debt - - 197
Issuance of preferred stock for stock subscription
receivable - - 4,000
Accrual of deferred offering costs - - 150
Change in unrealized gain/loss on marketable
investment securities 47 35 21
Issuance of common stock in exchange for
minority interest 2,500 - 2,500
See accompanying notes to consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements included
herein have been prepared by NPS Pharmaceuticals, Inc. (NPS) pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC). The
consolidated financial statements include the financial statements of NPS and
its operating subsidiary NPS Allelix Corp. (NPS Allelix), collectively referred
to as the Company. In management's opinion, the interim financial data presented
includes all adjustments (consisting solely of normal recurring items) necessary
for fair presentation. All intercompany accounts and transactions have been
eliminated. All monetary amounts are reported in U.S. dollars unless specified
otherwise. Certain information required by generally accepted accounting
principles has been condensed or omitted pursuant to rules and regulations of
the SEC. Operating results for the three- and six-month periods ended June 30,
2000, are not necessarily indicative of the results that may be expected for any
future period or the year ended December 31, 2000.
This report should be read in conjunction with the Company's audited
consolidated financial statements and the notes thereto for the year ended
December 31, 1999, included in the Company's Annual Report on Form 10-K/A filed
with the SEC.
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates.
(2) Business Acquisition
NPS acquired Allelix Biopharmaceuticals, Inc. (Allelix), in a transaction
accounted for by the purchase method as of December 31, 1999. Allelix was merged
with and into NPS Allelix, an acquisition subsidiary of NPS. Accordingly, the
operations of NPS Allelix have been included in the accompanying consolidated
financial statements of the Company since December 31, 1999.
In connection with the acquisition, the Company recorded a write-off of
$17.76 million for in-process research and development in the fourth quarter of
1999. Management believed that the assumptions used in the Allelix in-process
research and development analysis were reasonable at the time of the
acquisition. No assurance can be given, however, that the underlying assumptions
used to estimate expected revenues, development costs, or profitability, or the
events associated with such projects, will transpire as estimated. Management
believes that the expenses associated with the development of ALX1-11, one such
project, will be higher than originally estimated due to changes in the clinical
development plan. However, management believes that the clinical trials for
ALX1-11 will be completed earlier than originally estimated and that projected
revenues will start earlier and be higher than originally estimated. Therefore,
management believes that revised estimates of net cash flows related to ALX1-11
are not materially different from the original net cash flows used to calculate
the in-process research and development write-off. To date, no revenues have
been recognized on any of these projects.
7
(3) Loss Per Common Share
Loss per common share was the same for both the basic and diluted
calculations. Common stock equivalents (stock options and warrants outstanding)
of approximately 3.0 million and 2.3 million shares at June 30, 2000 and 1999,
respectively, that could potentially dilute basic earnings per share in the
future were not included in the computation of diluted loss per share because to
do so would have been anti-dilutive for the periods presented.
(4) Operating Segment
The Company is engaged in the discovery, development, and commercialization
of pharmaceutical products and in its current state of development, considers
its operations to be a single reportable segment. Financial results of this
reportable segment are presented in the accompanying consolidated financial
statements.
(5) Comprehensive Loss
The components of the Company's comprehensive loss are as follows, in
thousands:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
--------------- --------------- --------------- ---------------
Net loss $7,684 $5,006 $18,519 $10,765
Other comprehensive loss (income):
Unrealized loss (gain) on marketable
investment securities, net (47) 116 (75) 80
Foreign currency translation loss 54 --- 54 ---
--------------- --------------- --------------- ---------------
Comprehensive loss $7,691 $5,122 $18,498 $10,845
=============== =============== =============== ===============
(6) Plan of Termination
As of December 31, 1999, the Company had a balance of $1.46 million for
accrued severance for salaries and benefits payable to former employees under
formal plans of termination. Approximately $1.003 million was paid in severance
benefits during the first six months of 2000, leaving an accrued balance of
approximately $457,000 as of June 30, 2000.
(7) Capital Stock Transactions
In February 2000, the Company completed a private placement of 3.9 million
shares of its common stock to selected institutional and other accredited
investors which closed on April 24, 2000, with net proceeds to the Company of
approximately $43.3 million.
8
On May 2, 2000, the Company issued 210,526 shares of common stock in
exchange for 1,000 preferred shares of NPS Allelix that were recorded as a
minority interest of $2.5 million at December 31, 1999. The value of the
minority interest was allocated using the purchase method effective December 31,
1999 as the amount was fixed and determinable based upon contractual terms of
the exchange. The minority interest was eliminated upon issuance of the common
shares.
On May 11, 2000, the Company sold 168,492 shares of its common stock for $2
million based upon the average of the bid and ask prices of the Company's common
stock during a period of 20 consecutive trading days prior to the sale under the
terms of an on-going corporate license agreement. The fair value on May 11, 2000
of the shares issued on the closing date was $2,021,904.
(8) Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities in 1998. SFAS No. 133, as amended,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. For a derivative not designated as a hedging instrument, changes
in the fair value of the derivative are recognized in earnings in the period of
change. We must adopt SFAS No. 133 in the first quarter of 2001. Management does
not believe the adoption of SFAS No.133 will have a material effect on the
Company's consolidated financial position, results of operations, or liquidity.
In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition," (SAB No. 101) to provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB No. 101 does not modify existing literature or revenue
recognition. SAB No. 101 explains the staff's general framework for revenue
recognition. The Company will incorporate the guidance of SAB No. 101 in
financial reporting beginning with the fourth quarter of fiscal 2000. The
Company continues to evaluate the impact, if any, of SAB No. 101 and any
possible, subsequent interpretations of SAB No. 101 on the Company's policies
and procedures relating primarily to upfront license fees and milestone payments
receivable under current and potential collaborative licensing agreements.
The FASB issued Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation--an Interpretation of APB Opinion No. 25" (FIN No.
44) in March 2000. The interpretation clarifies the application of Opinion 25
for only certain issues such as the following: (i) the definition of employee
for purposes of applying Opinion 25, (ii) the criteria for determining whether a
plan qualifies as a noncompensatory plan, (iii) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (iv) the accounting for an exchange of stock compensation awards in a
business combination. The Company adopted FIN No 44, effective July 1, 2000.
Management does not believe that the interpretation will have a material impact
on the Company's consolidated financial position, results of operations, or
liquidity.
(9) Subsequent Events
In July 2000, the Company's wholly owned Canadian subsidiary, NPS Allelix
Inc., issued 264,650 shares of exchangeable shares upon exercise of outstanding
warrants, with proceeds to the Company of approximately $4.2 million. The
exchangeable shares may be exchanged into the Company's common shares at any
time with the value of the exchangeable shares being accounted for as equity of
the Company.
(10) Legal Proceedings
The Company is involved in various legal actions that arose in the normal
course of business. Although the final outcome of such matters cannot be
predicted, the Company believes the ultimate disposition of these matters will
not have a material adverse effect on the Company's consolidated financial
position, results of operations, or liquidity.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING THE FINANCIAL STATEMENTS AND
NOTES THERETO, CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE FORWARD-
LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
ARE DISCUSSED IN THIS DOCUMENT, AS WELL AS IN OUR ANNUAL REPORT ON SEC-FILED
FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 1999, UNDER THE HEADING "RISK
FACTORS."
Overview
NPS Pharmaceuticals, Inc. is a biopharmaceutical company with headquarters
in Salt Lake City, Utah, and additional operations in Toronto (Mississauga),
Ontario, Canada. We conduct our operations in Canada under the name "NPS
Allelix." We engage in drug discovery and development of small, orally active
molecules and recombinant peptides. The Company uses a blend of partnered
initiatives and proprietary efforts to fund and pursue its discovery,
development and market efforts.
On December 23, 1999 the Company acquired Allelix Biopharmaceuticals Inc.
(Allelix), a biopharmaceutical company based in Ontario, Canada. As the
acquisition was accounted for under the purchase method with an effective date
of December 31, 1999, operating results of NPS Allelix are only included in the
consolidated statements of operations during the current year.
Substantially all of our resources are devoted to our research and
development programs. To date, we have not completed development of any
pharmaceutical product for sale. We have incurred cumulative losses through June
30, 2000, of $97.4 million, net of cumulative revenues from research and license
agreements of approximately $59.2 million. We expect to incur significant
operating losses over at least the next several years as we continue to expand
our research and development activities and our testing activities in the
laboratory, in animals, and in humans. Profitability will depend in part on our
ability and the ability of our licensees, to complete product development, to
obtain the required regulatory approvals, and to manufacture and market
products. We cannot assure that these events will occur.
Results of Operations
Revenues
Substantially all our revenues have come from license fees, milestone
payments, and research and development support payments from licensees. These
revenues fluctuate from quarter to quarter. Our revenues were $1.7 million for
the quarter ended June 30, 2000, compared to $915,000 for the quarter ended June
30, 1999. Revenues for the six-month period ended June 30, 2000 were $3.7
million compared to $1.8 million for the same period in the prior year. The
increases in revenues for the three- and six-month periods ended June 30, 2000
were primarily due to revenue from license agreements acquired in the purchase
of Allelix. See "Liquidity and Capital Resources" below for further discussion
of payments that we may earn in the future under these agreements.
Operating Expenses
Research and Development
Research and development expenses arise primarily from compensation and
other related costs of personnel dedicated to research and development
activities and from fees paid to outside professionals to conduct clinical
studies and trials. Research and development expenses increased to $6.3 million
for the quarter ended June 30, 2000, from $4.9 million in the comparable period
of 1999 and to $14.0 million for the six-month period ended June 30, 2000, from
$10.4 million in the comparable period in 1999. The increases in research and
development expenses for the three- and six-month periods ended June 30, 2000
were principally due to the conduct of pivotal Phase III clinical trials for
ALX1-11 and pilot Phase II
10
clinical trials for ALX-0600, two product candidates that we acquired through
our acquisition of Allelix in December 1999. We expect research and development
expenses to continue at this level or higher as these clinical trials progress.
We may incur additional research and development expenses if we start other
clinical trials, or if we acquire new technologies, product candidates or
companies.
General and Administrative
General and administrative expenses consist primarily of the costs of
executive management, finance, and administrative staff, business insurance and
taxes, and professional fees. General and administrative expenses increased to
$3.0 million for the quarter ended June 30, 2000, from $1.5 million for the
quarter ended June 30, 1999, and to $6.8 million for the six-month period ended
June 30, 2000 from $3.1 million in the comparable period in 1999. The increase
in general and administrative expenses was primarily the result of increased
costs of operating the Company and our recently acquired subsidiary, NPS
Allelix, and due to a charge of $990,000 for compensation expense for stock
options held by management which vested upon the signing of a license agreement
in the first quarter of 2000. Such compensation expense may occur in the future
in the event of vesting of contingent options or upon grants of options to
consultants or other non-employees.
Amortization of Goodwill and Acquired Intangibles
We are required to amortize goodwill and other acquired intangibles as a
result of our acquisition of Allelix. The remaining intangible assets at June
30, 2000 total approximately $17.2 million. We are amortizing these assets over
the expected lives which range from two to six years. We recorded amortization
expense of $910,000 for the three months ended June 30, 2000 and $1.82 million
for the six months ended June 30, 2000. We did not record any amortization of
goodwill and acquired intangibles for the same periods in 1999 as the effective
date of the Allelix acquisition was December 31, 1999.
Total Other Income, Net
Other income, net, increased from $494,000 to $773,000 for the three months
ended June 30, 2000, as compared with the same period in the prior year, and
decreased from $908,000 to $400,000 for the six months ended June 30, 2000, as
compared with the same period in the prior year. The increase for the three
months ended June 30, 2000 is mainly the result of increased interest income of
$399,000 resulting from higher cash, cash equivalents, and marketable investment
security balances. These balances increased primarily due to cash received from
a private placement offering of 3.9 million common shares of the Company which
was completed in February 2000 and closed in April 2000. The decrease in total
other income for the six months ended June 30, 2000 is primarily related to a
non-cash loss of approximately $1.2 million associated with closing a facility
in New Jersey that we acquired as part of the Allelix transaction. We
anticipated at the time of the acquisition that we would sublease the facility
for the remaining nine year term of our lease obligation and retain the existing
leasehold improvements. However, we were able to negotiate a release of our
obligation from the landlord subject to our forfeiting the leasehold
improvements and certain office furniture and equipment which had a net book
value of approximately $1.2 million.
Liquidity and Capital Resources
We have financed operations since inception primarily through collaborative
research and license agreements and the private and public placement of equity
securities. As of June 30, 2000, we had recognized $59.2 million of cumulative
revenues from payments for research support and license fees and $138.2 million
from the sale of equity securities for cash, including $4.5 million received
upon the exercise of options during the first six months of 2000, $43.3 million,
net, from the closing of the sale of 3.9 million shares of Company stock in a
private placement during the second quarter of 2000, and $2 million from the
sale of 168,492 shares of common stock under the terms of an agreement with an
existing corporate licensee during the second quarter of 2000. Our principal
sources of liquidity are cash, cash equivalents, and marketable investment
securities, which totaled $73.4 million at June 30, 2000. During July 2000,
existing warrant holders of the Company's wholly owned subsidiary, NPS Allelix
Inc., exercised an option to acquire 264,650 shares of our exchangeable shares
for approximately $4.2 million. The exchangeable shares may be exchanged into
NPS common shares at any time.
11
During the past, we have received quarterly research and/or development
support payments under our agreements with Amgen, Kirin, and SmithKline Beecham,
and under NPS Allelix's agreements with Janssen and Eli Lilly Canada. All of the
research and development support payments under these agreements are scheduled
to expire in 2000. We do not receive any research and development support
payments under our agreement with Abbott Laboratories. We could receive future
payments of up to $88.5 million in the aggregate if we accomplish specified
research and/or development milestones under our agreements with all of those
parties. All of the agreements require the licensees to make royalty payments to
us if they sell products derived from the license rights. However, we do not
control the subject matter, timing, or resources applied by our licensees to
their development programs. Thus, potential receipt of milestone payments from
these licensees is largely beyond our control. Progress under these agreements
is subject to risk and each of these agreements may be terminated before its
scheduled expiration date by the respective licensee. We cannot assure that our
licensees will make any future payments to us, whether as research or
development support payments, milestone payments or royalty payments.
We have an agreement with Technology Partnerships Canada (TPC), a program
of the Canadian government, under which TPC will reimburse us for our research
expenses for treatments for various intestinal disorders utilizing specified
technology (the ALX-0600 technology). TPC will reimburse us for 30% of the
qualified costs we incur through December 2002, up to a maximum of Cdn. $8.4
million. We will pay a 10% royalty to TPC on revenues received by us through
December 2008 from the sale or license of any product developed from the funded
research. If such payments have not reached a total of Cdn. $23.9 million by
that date, then the royalty payments shall continue until that amount is reached
or until December 2017, whichever occurs first. If we default under the
agreement, we could be required to repay all the amounts we received from TPC,
plus interest and other damages.
We have entered into service agreements and sponsored research and license
agreements that obligate us to purchase services and to make research support
payments to academic and/or commercial research institutions. As of June 30,
2000, we had a total commitment under the arrangements of approximately
$244,000. We may be required to make additional payments if the research
institutions reach milestones, or for license fees or royalties to maintain the
licenses. We expect to enter into additional sponsored research and license
agreements in the future.
We expect that our existing capital resources, including interest earned
thereon, and expected research and development support payments and milestone
payments will be sufficient to enable us to maintain our current and planned
operations for at least the next 24 months. However, our actual needs will be
dependent on numerous factors, especially with regard to the clinical trial and
pre-launch marketing and production costs for ALX1-11. Furthermore, in the event
that we advance current propriety programs or that we in-license or otherwise
acquire other technologies, product candidates or companies, we may need to make
substantial additional expenditures. In addition, if any licensee terminates its
agreement, we might not have sufficient capital to complete the development and
commercialization of a product arising from the technology that is returned to
us. A reduction in the expected amount of research and development support
payments or milestone payments may shorten the period during which we could
maintain our operations or require us to reduce operations, or both.
We may also need to raise additional funds to support our current
development and commercialization programs. We are presently seeking additional
funding for certain of our current programs through corporate collaborations and
licensing agreements. We may also seek additional funding through public or
private financing, which could be dilutive to current shareholders. We can give
no assurances that any such additional funding will be available on acceptable
terms, if at all. If adequate funds are not available, we may modify plans for
some of our research and development programs.
12
In-Process Research and Development
In connection with our acquisition of Allelix, we recorded a write-off of
$17.76 million in the fourth quarter of 1999 for in-process research and
development. We determined the fair value assigned to purchased in-process
research and development by estimating the costs to develop the purchased in-
process research and development into commercially viable products. We then
discounted the resulting net cash flows related to these projects. At the date
of the acquisition, the acquired in-process research and development had not yet
reached technological feasibility (i.e., FDA approval) and had no alternative
future uses.
In developing these cash flow projections, we forecasted revenues for each
project based on estimates of relevant market sizes and growth factors, expected
trends in technology, and the nature and expected timing of new product
introductions by Allelix and its competitors. In projecting these revenues we
assume the successful introduction of products from the in-process research and
development projects.
In determining an estimate of the operating cash flows related exclusively
to each in-process research and development project, we considered the
contribution of both developed technology and core technology leveraged by the
in-process project. Because Allelix did not have any products that had achieved
technological feasibility as of the valuation date, we assigned no value to
developed technology for allocation purposes. The value of the core technology
leveraged by the in-process projects was captured in the valuation of the patent
portfolio, consequently, we assigned no value for allocation purposes to core
technology leveraged by the in-process projects.
We considered both project costs and technological progress for each
project. We then employed percentage of completion assumptions to reduce the
projected revenue streams for the incomplete portion of each project as of the
valuation date. We forecasted operating expenses with resulting profit margins
based on the characteristics and cash flow generating potential of the acquired
in-process research and development. We applied a tax rate of 40 percent and
appropriate adjustments were made to operating income to derive net cash flow
for each project.
The estimated revenues to be earned by the in-process research and
development products represent the return on all of the assets we acquired under
the agreement. The cash flows generated by the new products must provide a
return on each asset purchased that is consistent with the value and the
relative risk of the asset. To separately value in-process research and
development, we determined the value and required rate of return for other
identifiable assets. We deducted the required return on these other contributory
assets from the cash flows generated by the projects in the in-process research
and development model to determine the incremental net cash flows specifically
attributable to the completed portion of the in-process research and development
projects.
The discount rate we applied to the net estimated cash flow for each in-
process research and development project was based on each project's state of
development, complexity, and the market risk for the resulting product. We
applied discount rates of 45 to 75 percent to the in-process research and
development projects.
We believed that the assumptions used in the Allelix in-process research
and development analysis were reasonable at the time of the acquisition. We can
give no assurances, however, that our underlying assumptions are correct or that
actual results will not be materially different from the assumptions. We believe
that the expenses associated with the development of one such project, ALX1-11,
will be higher than originally estimated due to changes in the clinical
development plan. However, we believe that the clinical trials for ALX1-11 will
be completed earlier than we originally estimated and that projected revenues
will start earlier and be higher than we originally estimated. Therefore, we
believe that revised estimates of net cash flows related to ALX1-11 would not be
materially different than the original net cash flows used to calculate the in-
process research and development write-off. To date, we have not recognized any
revenues on any of these projects.
13
Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities in 1998. SFAS No. 133, as amended,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. For a derivative not designated as a hedging instrument, changes
in the fair value of the derivative are recognized in earnings in the period of
change. We must adopt SFAS No. 133 in the first quarter of 2001. We do not
believe the adoption of SFAS No.133 will have a material effect on our
consolidated financial position, results of operations, or liquidity.
In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition," ("SAB No. 101") to provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB No. 101 does not modify existing literature on revenue
recognition. SAB No. 101 explains the staff's general framework for revenue
recognition. We will incorporate the guidance of SAB No. 101 in financial
reporting beginning with the fourth quarter of fiscal 2000. We continue to
evaluate the impact, if any, of SAB No. 101 and any possible, subsequent
interpretations of SAB No. 101 on the Company's policies and procedures relating
primarily to upfront license fees and milestone payments receivable under
current and potential collaborative licensing agreements.
The FASB issued Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation--an Interpretation of APB Opinion No. 25" (FIN No.
44) in March 2000. The interpretation clarifies the application of Opinion 25
for only certain issues such as the following: (i) the definition of employee
for purposes of applying Opinion 25, (ii) the criteria for determining whether a
plan qualifies as a noncompensatory plan, (iii) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (iv) the accounting for an exchange of stock compensation awards in a
business combination. The Company adopted FIN No. 44 effective July 1, 2000. The
impact of adopting Fin No. 44 is not anticipated to be material to our
consolidated financial position, results of operations, or liquidity.
Certain Business Risks
We have not completed the development of any products for commercial sale.
We can give no guarantee that any of our product candidates will prove to be
safe or effective. All of our product candidates and pre-clinical technologies
will require significant additional research and development efforts before they
can be used commercially. Because we have granted technologies to our strategic
partners, exclusive development, commercialization, and marketing rights for
certain of our product candidates and the success of the development programs
for those products will be primarily dependent upon the efforts of those
strategic partners.
Other business risks include the following: our lack of product sales, our
history of operating losses, the uncertainty of regulatory approvals for our
products, rapid technological change and competition, the uncertainty of
protection of our patents and proprietary technology, our dependence on third
parties for manufacturing, future capital needs and the uncertainty of
additional funding, our lack of marketing capabilities, the uncertainty of
third-party reimbursement, the uncertainty of our in-licensing efforts, our
dependence on key personnel and our ability to manage growth. A more detailed
discussion of factors that could cause actual results to differ materially from
those in forward-looking statements is contained in Item 1, "Business-Risk
Factors" of our Annual Report on Form 10-K/A for the year ended December 31,
1999, as filed with the Securities and Exchange Commission.
14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
Our primary objectives in managing our investment portfolio are to preserve
principal, maintain proper liquidity to meet operating needs, and maximize
yields. The securities held in our investment portfolio are subject to interest
rate risk. We employ established policies and procedures to manage exposure to
fluctuations in interest rates. We place our investments with high quality
issuers and limit the amount of credit exposure to any one issuer and do not use
derivative financial instruments in our investment portfolio. We maintain an
investment portfolio of various issuers, types, and maturities, which consist
mainly of fixed rate financial instruments. These securities are classified as
available-for-sale and, consequently, are recorded on the balance sheet at fair
value with unrealized gains or losses reported as accumulated other
comprehensive income as a separate component in stockholders' equity. At any
time, sharp changes in interest rates can affect the fair value of the
investment portfolio and its interest earnings. Currently, we do not hedge these
interest rate exposures. After a review of our marketable securities, we believe
that in the event of a hypothetical 10% increase in interest rates, the
resulting decrease in fair market value of our marketable investment securities
would be insignificant to the financial statements.
Foreign Currency Risk
Some of our research and development operations are in Canada. As a result,
our financial results could be affected by factors such as a change in the
foreign currency exchange rate between the U.S. dollar and the Canadian dollar,
or by weak economic conditions in Canada. When the U.S. dollar strengthens
against the Canadian dollar, the cost of expenses in Canada decreases. When the
U.S. dollar weakens against the Canadian dollar, the cost of expenses in Canada
increases. The monetary assets and liabilities in our foreign subsidiary which
are impacted by the foreign currency fluctuations are cash, accounts receivable,
accounts payable, and certain accrued liabilities. A hypothetical 10% increase
or decrease in the exchange rate between the U.S. dollar and the Canadian dollar
from the June 30, 2000, rate would cause the fair value of such monetary assets
and liabilities in Canada to change by an insignificant amount. We are not
currently engaged in any foreign currency hedging activities, although we may
engage in those types of activities in the future.
Part II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
During the three month period ended June 30, 2000, the Company closed a
private placement transaction effected in the first quarter, and received
approximately $43.3 million, net, for 3.9 million shares of NPS common stock.
This transaction was exempt from registration under Section 4(2) of the 1933
Act, and in connection with the transaction, the Company registered the shares
for resale pursuant to a registration statement on Form S-3 that was declared
effective by the Commission effective April 2000.
During the three month period ended June 30, 2000, the Company received
$2.0 million from the sale of 168,492 NPS common shares, in a private placement
exempt from registration under Section 4(2) of the 1933 Act. The holder has
certain rights to request registration for resale of these shares, but has not
yet exercised those rights.
In July 2000, two entities acquired 264,650 shares of the stock of our
wholly-owned Canadian subsidiary, NPS Allelix Inc., through the exercise of
warrants. The exercise price for the warrants was $4.2 million. The transaction
was exempt from registration pursuant to the provisions of Section 3(a)(10) of
the 1933 Act applicable to the merger of Allelix with the Company in December
1999. The shares may be exchanged for NPS common stock at any time, and the
Company has filed a registration
15
statement on Form S-3 providing for resale by the purchasers of the NPS common
stock obtainable by the holders of the exchangeable shares upon any exchange of
the exchangeable stock.
In connection with each of these isolated issuances of our securities, we
believe that each such purchaser: ( i) was an accredited investor, as that term
is defined in the 1933 Act; (ii) was aware that the securities had not been
registered under the Federal Securities laws; (iii) acquired the securities for
its own account, for investment purposes, and not with a view to or for resale
in connection with any distribution for purposes under the Federal Securities
laws; (iv) understood that the securities would need to be held indefiniately
unless registered or an exemption from registration applied to a proposed
disposition; and (v) was aware that the certificate representing the securities
would bear a legend restricting its transfer.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Stockholders was held on June 21, 2000. The
stockholders approved all proposals by the vote specified below:
Proposal One: To elect eleven (11) directors as set forth in the Proxy
Statement.
Nominees For Withheld
- ------------------------------------------- ------------ ------------
Santo J. Costa............................. 13,150,972 913,498
John R. Evans.............................. 13,251,772 812,698
James G. Groninger......................... 13,213,236 851,234
Hunter Jackson............................. 12,930,769 1,133,701
James U. Jensen............................ 13,213,436 851,034
Joseph Klein, III.......................... 13,251,972 812,498
Donald E. Kuhla............................ 13,213,436 851,034
Thomas N. Parks............................ 13,251,772 812,698
Edward Rygiel.............................. 13,251,972 812,498
Calvin Stiller............................. 13,251,772 812,698
Peter G. Tombros........................... 13,251,972 812,498
Proposal Two: To approve an increase of 2,000,000 shares of common stock for
issuance under the Company's 1998 Stock Option Plan: For:
9,108,805; Against: 1,540,499
Proposal Three: To ratify the appointment of KPMG LLP as independent auditors
for the company for the 2000 fiscal year: For: 14,055,238;
Against: 5,295.
16
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.38(1) Consulting Services Agreement between the Registrant and
Tamar Howson, dated July 3, 2000.
27.1(1) Financial Data Schedule for the three months ended
June 30, 2000
(1) Previously filed with the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 30,
2000.
SIGNATURES
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.
NPS Pharmaceuticals, Inc.
Date: November 9, 2000 By: /s/ James U. Jensen
--------------------------------------------
James U. Jensen, Vice President
Corporate Development and Legal Affairs
(Executive Officer)
Date: November 9, 2000 By: /s/ Robert K. Merrell
--------------------------------------------
Robert K. Merrell, Vice President, Finance,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
17