1
Exhibit 99.2
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Report of Independent Auditors
The Board of Directors and Shareholders
Allergan Ligand Retinoid Therapeutics, Inc.
We have audited the accompanying balance sheets of Allergan Ligand Retinoid
Therapeutics, Inc. as of December 31, 1996 and 1995, the related statement of
operations for the period June 3, 1995 (date operations commenced) through
December 31, 1995 and the year ended December 31, 1996, and the statements of
stockholders' equity, and cash flows for the period December 16, 1994 (date of
incorporation) through December 31, 1995 and the year ended December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Allergan Ligand Retinoid
Therapeutics, Inc. at December 31, 1996 and 1995, and the results of its
operations for the period June 3, 1995 (date operations commenced) through
December 31, 1995 and the year ended December 31, 1996, and its cash flows for
the period December 16, 1994 (date of incorporation) through December 31, 1995
and the year ended December 31, 1996, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Orange County, California
March 26, 1997
2
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Balance Sheets
December 31,
1996 1995
---- ----
ASSETS
Current assets:
Cash and cash equivalents $ 29,897,327 $ 79,792,554
Marketable securities 20,394,182 --
Interest receivable and other current assets 720,009 335,001
------------ ------------
Total current assets $ 51,011,518 $ 80,127,555
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable to Allergan, Inc. $ 812,710 $ 1,038,409
Accounts payable to Ligand Pharmaceuticals Incorporated 3,076,478 1,847,825
Accrued offering costs -- 434,759
Other accounts payable and accrued liabilities 260,733 330,611
------------ ------------
Total current liabilities 4,149,921 3,651,604
Stockholders' equity:
Callable Common Stock, $.001 par value, 3,250,000 shares
authorized, issued and outstanding 3,250 3,250
Special Common Stock, $1 par value, 1,000 shares authorized,
200 shares issued and outstanding 200 200
Additional paid-in capital 94,256,046 94,256,046
Unrealized holding loss on marketable securities (169,753) --
Accumulated deficit (47,228,146) (17,783,545)
------------ ------------
Total stockholders' equity 46,861,597 76,475,951
------------ ------------
$ 51,011,518 $ 80,127,555
============ ============
See accompanying notes.
3
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Statements of Operations
June 3, 1995 (date
operations commenced)
1996 to December 31, 1995
---- --------------------
Interest income $ 3,626,713 $ 2,863,989
Costs and expenses:
Research and development expenses 31,726,438 19,495,346
General and administrative expenses 1,344,876 1,152,188
------------- --------------
Total costs and expenses 33,071,314 20,647,534
------------ -------------
Net loss $(29,444,601) $(17,783,545)
============ ============
Net loss per callable common share $(9.06) $(5.47)
====== ======
Weighted average callable common shares outstanding 3,250,000 3,250,000
============ ============
See accompanying notes.
4
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Statements of Stockholders' Equity
December 16, 1994 (date of incorporation) to December 31, 1996
UNREALIZED
CALLABLE SPECIAL HOLDING
COMMON STOCK COMMON STOCK ADDITIONAL LOSS ON TOTAL
---------------- --------------- PAID-IN MARKETABLE ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL SECURITIES DEFICIT EQUITY
-----------------------------------------------------------------------------------------------
Shares issued upon incorporation
- December 16, 1994
(date of incorporation) -- $ -- 200 $200 $ -- $ -- $ -- $ 200
----------------------------------------------------------------------------------------------
Balance at December 31, 1994 -- -- 200 200 -- -- -- 200
Issuance of callable common
stock in initial public
offering, net of offering
costs of $5,740,704 3,250,000 3,250 -- -- 26,756,046 -- -- 26,759,296
Contribution from Allergan, Inc. -- -- -- -- 50,000,000 -- -- 50,000,000
Contribution from Ligand
Pharmaceuticals Incorporated -- -- -- -- 17,500,000 -- -- 17,500,000
Net loss -- -- -- -- -- -- (17,783,545) (17,783,545)
----------------------------------------------------------------------------------------------
Balance at December 31, 1995 3,250,000 3,250 200 200 94,256,046 -- (17,783,545) 76,475,951
Net loss -- -- -- -- -- -- (29,444,601) (29,444,601)
Unrealized holding loss
on marketable securities -- -- -- -- -- (169,753) -- (169,753)
----------------------------------------------------------------------------------------------
Balance at December 31, 1996 3,250,000 $3,250 200 $200 $94,256,046 $(169,753) $(47,228,146) $46,861,597
==============================================================================================
See accompanying notes.
5
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Statements of Cash Flows
December 16, 1994 (date of incorporation) to December 31, 1996
1996 1995
---- ----
Operating activities:
Net loss $(29,444,601) $(17,783,545)
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in operating assets and liabilities:
Interest receivable and other current assets (385,008) (335,001)
Accounts payable to Allergan, Inc. (225,699) 1,038,409
Accounts payable to Ligand Pharmaceuticals
Incorporated 1,228,653 1,847,825
Accrued offering costs (434,759) 434,759
Other accounts payable and accrued liabilities (69,878) 330,611
------------ ------------
Net cash used in operating activities (29,331,292) (14,466,942)
Investing activities:
Purchase of marketable securities (20,563,935) --
Financing activities:
Proceeds from issuance of callable common stock
in initial public offering, net -- 26,759,296
Proceeds from issuance of special common stock -- 200
Contribution from Allergan, Inc. -- 50,000,000
Contribution from Ligand Pharmaceuticals
Incorporated -- 17,500,000
------------ ------------
Net cash provided by financing activities -- 94,259,496
------------ ------------
Net increase (decrease) in cash and cash equivalents (49,895,227) 79,792,554
Cash and cash equivalents at beginning of period 79,792,554 --
------------ ------------
Cash and cash equivalents at end of period $ 29,897,327 $ 79,792,554
============ ============
See accompanying notes.
6
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Notes to Financial Statements
December 31, 1996
1. ORGANIZATION AND BUSINESS OPERATIONS
BUSINESS
Allergan Ligand Retinoid Therapeutics, Inc. (the Company) was incorporated in
Delaware in 1994 and commenced operations on June 3, 1995 to continue the
efforts of the Allergan Ligand Joint Venture (Joint Venture), established by
Allergan, Inc. (Allergan) and Ligand Pharmaceuticals Incorporated (Ligand) in
June 1992, to discover, develop and commercialize drugs based on retinoids (the
Products).
On June 3, 1995, the Company and Ligand completed a public offering (the
Offering) of 3.25 million units, each unit consisting of one share of the
Company's callable common stock and two warrants, each to purchase one share of
Ligand common stock. The Offering raised net proceeds for the Company of $26.8
million. At the completion of the Offering, Ligand contributed $17.5 million
in cash, as well as warrants in exchange for (i) a right to acquire all of the
Callable Common Stock at specified future dates and amounts and (ii) a right to
acquire all rights to the Panretin (ALRT1057) products, jointly with Allergan,
currently under development by the Company. At the same time, Allergan
contributed $50.0 million in cash to the Company in exchange for (i) the right
to acquire one-half of all technologies and other assets in the event Ligand
exercises its right to acquire all of the Callable Common Stock, (ii) a similar
right to acquire all of the Callable Common Stock if Ligand does not exercise
its right and (iii) a right to acquire all rights to the Panretin (ALRT1057)
products, jointly with Ligand.
ALRT's Board of Directors recently approved a research and development
plan for the year ending December 31, 1997 which represents an acceleration in
spending on ALRT's retinoid programs. The accelerated spending is the result
of more rapid discovery and development of a significantly larger library of
viable retinoid compounds than anticipated at the time of formation of ALRT.
ALRT anticipates the acceleration in spending could result in the use of
substantially all of the funds available for research and development remaining
in ALRT in late 1997 or early 1998. Ligand and Allergan have certain purchase
options over the Callable Common Stock and the assets of ALRT which could be
triggered by the use of substantially all of ALRT's funds. There can be no
assurance that Ligand or Allergan will exercise these options.
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the accompanying financial statements.
Actual results could differ from those estimates.
7
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATIONS OF BUSINESS RISK
The Company conducts research and development for the purpose of identifying
and developing retinoid drugs for therapeutic uses and is subject to intense
competition and technological changes in the biotechnology industry. The
Company is also dependent upon Allergan and Ligand who are primarily
responsible for research, development, marketing and manufacturing on behalf of
the Company.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consists of demand deposits and bank certificates of
deposit carried at cost which approximates fair value.
MARKETABLE SECURITIES
Marketable securities consist of United States Treasury Bills and debt
instruments of financial institutions and corporations with strong credit
ratings. The Company determines the fair value of marketable securities based
upon quoted market values. At December 31, 1996, the fair value of marketable
securities was $169,753 less than cost. Such reduction in value was recorded
as a charge in stockholders' equity as the marketable securities are available
for sale.
CONCENTRATION OF CREDIT RISKS
The Company invests its excess cash in certificates of deposit and marketable
securities. The Company has established guidelines with respect to
diversification and maturities designed to maintain safety and liquidity.
RESEARCH AND DEVELOPMENT EXPENSES
The Company contracts with Allergan and Ligand to conduct research, development
and initial clinical testing. The costs of such work are expensed as incurred.
INCOME TAXES
The Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred taxes are determined based on the
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates.
8
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS PER CALLABLE COMMON SHARE
Net loss per callable common share is calculated by dividing the net loss by
the number of callable common shares outstanding, which was 3,250,000 at all
times during the period from commencement of operations following the closing
of the initial public offering on June 3, 1995 to December 31, 1996.
3. RELATIONSHIP WITH ALLERGAN AND LIGAND
TECHNOLOGY LICENSE AGREEMENT
Under a technology license agreement (the License), the Company has an
exclusive license to use the retinoid technologies developed first by Allergan
and Ligand and subsequently by the Joint Venture. The License granted is
subject to certain exceptions that allow Allergan and Ligand to pursue limited
research activities and development and commercialization of certain products.
In consideration for the License, the Company will pay to Allergan and Ligand a
royalty aggregating 3% of net sales of Products under the License during the
life of applicable patents or, in certain circumstances, for 10 years.
RESEARCH AND DEVELOPMENT AGREEMENT
The Company entered into a research and development agreement (the Development
Agreement) under which Allergan and Ligand perform research and development for
the Company on retinoid compounds and products in accordance with annual
budgets and development plans jointly proposed by Allergan and Ligand and
approved by the Company's Board of Directors. Under the Development Agreement,
the Company has agreed to reimburse Allergan and Ligand for their internal
costs plus 10% and the cost of services performed by third parties. Total
amounts charged to the Company during 1996 and 1995 by Allergan and Ligand
under the Development Agreement were (in millions):
1996 1995
---- ----
Allergan $10.6 $ 6.6
Ligand 21.8 12.7
If the Company discontinues development of compounds meeting certain criteria,
Allergan and Ligand are entitled to develop and commercialize such compounds
using their own funds. The Company is entitled to receive a royalty equal to
6% of net sales of any such independently developed products. The Company also
has the right to reacquire any such product prior to the earlier of the
commencement of Phase III clinical trials for such product or the exercise or
expiration of the Stock Purchase Option, for an amount equal to costs incurred
by Allergan and/or Ligand plus interest at 25% per year. Additionally, with
respect to any reacquired product, the Company will pay a royalty equal to 4%
of net sales to the developing party.
9
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Notes to Financial Statements (continued)
3. RELATIONSHIP WITH ALLERGAN AND LIGAND (CONTINUED)
COMMERCIALIZATION AGREEMENT
The Company also entered into a commercialization agreement (the
Commercialization Agreement) which provides for the marketing, manufacture and
sale by Allergan and/or Ligand of the Products developed under the Development
Agreement which have received regulatory approval for commercial sale.
SERVICES AGREEMENT
The Company also entered into a services agreement (the Services Agreement)
under which Allergan and Ligand provide management and administrative services
to the Company at 110% of direct and indirect costs for services performed
internally by Allergan and Ligand and on a cost reimbursement basis for
services performed by third parties. Total amounts charged to the Company
during 1996 and 1995 by Allergan and Ligand for these services under the
Services Agreement were (in millions):
1996 1995
---- ----
Allergan $0.1 $0.1
Ligand 0.1 0.1
PANRETIN (ALRT1057) PURCHASE OPTION
The Company has granted Allergan and Ligand an option (the Panretin (ALRT1057)
Purchase Option) to acquire the Company's Panretin (ALRT1057) Products. Unless
the Panretin (ALRT1057) Purchase Option has been terminated as to either
Allergan or Ligand as a result of default under the agreement (in which case
the Panretin (ALRT1057) Purchase Option will only be exercisable by the party
for which such option has not been terminated), Allergan and Ligand, jointly,
may exercise the Panretin (ALRT1057) Purchase Option beginning on the earlier
of (i) June 3, 1997 or (ii) the receipt of regulatory approval for commercial
sale of any Panretin (ALRT1057) Product in the United States or in certain
other major countries and ending on the earlier of (a) 90 days after receipt of
such regulatory approval or (b) June 3, 2000. Additionally, the Panretin
(ALRT1057) Purchase Option will terminate on the date the Stock Purchase Option
is exercised or expires.
The Panretin (ALRT1057) Purchase Option exercise price is $21.4 million prior
to June 3, 1998 and increases in equal amounts on a quarterly basis to $27.8
million on March 3, 1999 and to $36.2 million on March 3, 2000. The exercise
price may be paid in cash, shares of Allergan or Ligand, or any combination
thereof.
10
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Notes to Financial Statements (continued)
3. RELATIONSHIP WITH ALLERGAN AND LIGAND (CONTINUED)
The Company may not distribute or otherwise expend any proceeds received upon
the exercise of the Panretin (ALRT1057) Purchase Option until the earlier of
the exercise or expiration of the Stock Purchase Option.
4. STOCKHOLDERS' EQUITY
STOCK PURCHASE OPTION
The Company's Callable Common Stock is subject to a Stock Purchase Option
agreement pursuant to which Ligand and, in the event not exercised by Ligand,
Allergan may purchase all, but not less than all, of the Callable Common Stock
outstanding at specified prices, subject to adjustment. The option becomes
exercisable on the earlier of (i) June 3, 1997 or (ii) the quarter in which the
Company's available funds, as defined, decline below $10 million and expires on
the earlier of (a) June 3, 2000 or (b) 90 days subsequent to such a decline in
cash. The option is not exercisable prior to June 3, 1998 unless the available
funds are less than $60 million at the date of exercise.
The Stock Purchase Option exercise price is $21.97 per share prior to June 3,
1998 and increases in equal amounts on a quarterly basis to $28.56 per share on
March 3, 1999 and to $37.13 per share on March 3, 2000. The exercise price may
be paid in cash, shares of Allergan or Ligand, or any combination thereof.
The Company may not, until the expiration of the Stock Purchase Option, pay any
dividends, issue additional shares of capital stock, borrow money in excess of
$1 million, merge, liquidate or sell all or substantially all of its assets.
WARRANTS
Each unit sold by the Company in its initial public offering includes two
warrants, each warrant giving the holder the right to purchase one share of
Ligand common stock at a price of $7.12 per share. The warrants are
exercisable at any time from June 3, 1997 through June 2, 2000, subject to
certain acceleration provisions including the exercise or expiration of the
Stock Purchase Option. The warrants will trade with the Company's Callable
Common Stock as units until they become exerciseable on June 3, 1997. After
such date, the warrants will separate from the Company's common stock and
become independently tradable.
11
FINANCIAL INFORMATION EXTRACTED FROM ALRT'S
ANNUAL REPORT FILED ON FORM 10-K, AS AMENDED,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
Allergan Ligand Retinoid Therapeutics, Inc.
Notes to Financial Statements (continued)
4. STOCKHOLDERS' EQUITY (CONTINUED)
SPECIAL STOCK
The Company has issued 200 shares of Special Stock to Allergan and Ligand. The
holders of shares of Special Stock are not entitled to vote, except: (i) as
required by law and (ii) to elect two directors of ALRT, voting as a separate
class. ALRT's Board of Directors consists of a total of five directors. When
entitled to vote, each holder of Special Stock has one vote for each share
standing in his or her name.
The holders of shares of Special Stock do not have the right to any profits of
ALRT as a result of the ownership of such shares. In the event of the
liquidation, dissolution or winding up of ALRT, holders of the Callable Common
Stock shall have a priority over the holders of the Special Stock with respect
to return of capital, and the holders of the shares of Special Stock shall not
otherwise be entitled to participate in any way in the profits or assets of
ALRT.
In addition, until the Stock Purchase Option is exercised or terminates
unexercised, ALRT cannot, without the affirmative vote of the holders of a
majority of the issued and outstanding shares of Special Stock, voting
separately and as a class: (i) issue any additional shares of capital stock
through a stock split, sale, reorganization or otherwise, (ii) alter, change or
amend the rights, powers, preferences and restrictions of the Special Stock,
(iii) alter or change the provisions of ALRT's Certificate of Incorporation
relating to ALRT's capital stock and the Stock Purchase Option, (iv) merge,
consolidate or reorganize ALRT with or into any other corporation, (v) sell,
liquidate or otherwise dispose of all or substantially all of the assets of
ALRT, (vi) borrow an aggregate of in excess of $1 million outstanding at any
one time, (vii) declare or pay dividends or make any other distributions to
stockholders or (viii) adopt, amend or repeal the Bylaws of ALRT.
5. INCOME TAXES
Valuation allowances of $21 million at December 31, 1996 and $7.6 million at
December 31, 1995 have been recognized as offsets to the deferred tax assets as
realization of such assets is uncertain. Significant components of the
Company's deferred tax assets as of December 31, 1996 and 1995 are (in
thousands):
DECEMBER 31, 1996 DECEMBER 31, 1995
----------------- -----------------
Deferred tax assets:
Net operating loss carryforwards $16,076 $ 6,777
Research and development credits 2,440 327
Capitalized costs and other 2,470 482
------- -------
Total deferred tax assets 20,986 7,586
Valuation allowance for deferred tax assets (20,986) (7,586)
------- -------
Net deferred tax assets $ -- $ --
======= =======
At December 31, 1996, the Company had federal and California net operating loss
carryforwards of approximately $45.5 million and $2.4 million, respectively.
The federal and California tax loss carryforwards will expire in 2010 and 2003,
respectively, unless previously utilized. The Company also has federal and
California research and development tax credit carryforwards totaling $1.5
million and $1.3 million, respectively, which will begin to expire in 2010
unless previously utilized.