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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _____________
COMMISSION FILE NUMBER: 000-30111
LEXICON GENETICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0474169
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8800 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES AND ZIP CODE)
(281) 863-3000
(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 [ ]
As of August 12, 2002, 52,311,615 shares of the registrant's common
stock, par value $0.001 per share, were outstanding.
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LEXICON GENETICS INCORPORATED
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
FACTORS AFFECTING FORWARD-LOOKING STATEMENTS............................................... 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2002 (unaudited) and December 31, 2001..... 3
Consolidated Statements of Operations (unaudited) - Three and Six Months Ended
June 30, 2002 and 2001....................................................... 4
Consolidated Statements of Cash Flows (unaudited) - Six Months Ended
June 30, 2002 and 2001....................................................... 5
Notes to Consolidated Financial Statements (unaudited)............................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................ 17
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............................... 17
Item 6. Exhibits and Reports on Form 8-K.................................................. 17
SIGNATURES................................................................................. 18
</Table>
The Lexicon name and logo, LexVision(R) and OmniBank(R) are registered
trademarks and Genome5000(TM) and e-Biology(TM) are trademarks of Lexicon
Genetics Incorporated.
------------
FACTORS AFFECTING FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements.
These statements relate to future events or our future financial performance. We
have attempted to identify forward-looking statements by terminology including
"anticipate," "believe," "can," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "potential," "predict," "should" or "will" or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Risk Factors," that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels or
activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. We are not under any duty to
update any of the forward-looking statements after the date of this quarterly
report on Form 10-Q to conform these statements to actual results, unless
required by law.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LEXICON GENETICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
<Table>
<Caption>
AS OF JUNE 30, AS OF DECEMBER 31,
2002 2001
-------------- --------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash of
$34,039 and $6,693, respectively .................................... $ 56,336 $ 23,048
Short-term investments, including restricted investments of
$23,124 and $36,645, respectively ................................... 73,082 133,394
Accounts receivable, net of allowance for doubtful accounts
of $175 and $211, respectively ...................................... 4,043 4,544
Prepaid expenses and other current assets .............................. 6,087 5,456
-------------- --------------
Total current assets ................................................ 139,548 166,442
Property and equipment, net of accumulated depreciation
of $14,913 and $10,747, respectively ................................... 35,571 26,707
Long-term investments ...................................................... 5,693 10,398
Goodwill ................................................................... 25,798 25,798
Intangible assets, net of amortization of $1,160 and $560, respectively .... 4,840 5,440
Other assets ............................................................... 2,385 5,205
-------------- --------------
Total assets ........................................................ $ 213,835 $ 239,990
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................................... $ 4,406 $ 3,168
Accrued liabilities .................................................... 4,565 5,016
Current portion of deferred revenue .................................... 9,417 10,595
-------------- --------------
Total current liabilities ........................................... 18,388 18,779
Deferred revenue, net of current portion ................................... -- 2,500
Other long-term liabilities ................................................ 320 339
-------------- --------------
Total liabilities ................................................... 18,708 21,618
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 5,000 shares authorized;
no shares issued and outstanding .................................... -- --
Common stock, $.001 par value; 120,000 shares authorized;
52,293 and 52,022 shares issued and outstanding ..................... 52 52
Additional paid-in capital ............................................. 330,797 331,092
Deferred stock compensation ............................................ (16,506) (22,260)
Accumulated deficit .................................................... (119,074) (90,075)
Accumulated other comprehensive loss ................................... (142) (437)
-------------- --------------
Total stockholders' equity .......................................... 195,127 218,372
-------------- --------------
Total liabilities and stockholders' equity .......................... $ 213,835 $ 239,990
============== ==============
</Table>
The accompanying notes are an integral part of these
consolidated financial statements.
3
LEXICON GENETICS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
Subscription and license fees ...................... $ 4,975 $ 1,283 $ 8,370 $ 3,030
Collaborative research ............................. 4,267 2,199 8,523 3,723
Compound libraries and other ....................... 169 20 174 60
----------- ----------- ----------- -----------
Total revenues ................................... 9,411 3,502 17,067 6,813
Operating expenses:
Research and development, including stock-based
compensation of $1,267, $1,413, $2,574
and $2,810, respectively ......................... 19,032 10,692 35,896 20,555
General and administrative, including stock-based
compensation of $1,276, $1,311, $2,558
and $2,652, respectively ......................... 6,019 5,046 11,988 9,317
----------- ----------- ----------- -----------
Total operating expenses ....................... 25,051 15,738 47,884 29,872
----------- ----------- ----------- -----------
Loss from operations .................................. (15,640) (12,236) (30,817) (23,059)
Interest and other income ............................. 702 2,426 1,822 5,322
Interest expense ...................................... (2) (129) (4) (210)
----------- ----------- ----------- -----------
Net loss .............................................. $ (14,940) $ (9,939) $ (28,999) $ (17,947)
=========== =========== =========== ===========
Net loss per common share, basic and diluted .......... $ (0.29) $ (0.20) $ (0.56) $ (0.37)
Shares used in computing net loss per common share,
basic and diluted .................................. 52,250 48,865 52,188 48,672
</Table>
The accompanying notes are an integral part of these consolidated
financial statements.
4
LEXICON GENETICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<Table>
<Caption>
SIX MONTHS ENDED JUNE 30,
--------------------------
2002 2001
----------- -----------
Cash flows from operating activities:
Net loss ................................................................. $ (28,999) $ (17,947)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation ........................................................... 4,166 2,016
Amortization of intangible assets, other than goodwill ................. 600 --
Amortization of deferred stock compensation ............................ 5,132 5,462
Loss on sale of long-term investments .................................. 197 --
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable ........................... 501 (13,223)
Increase in prepaid expenses and other current assets ................ (710) (3,133)
(Increase) decrease in other assets .................................. 2,820 (1,441)
Increase in accounts payable and other liabilities ................... 768 2,886
Increase (decrease) in deferred revenue .............................. (3,678) 12,371
----------- -----------
Net cash used in operating activities .............................. (19,203) (13,009)
Cash flows from investing activities:
Purchases of property and equipment ...................................... (13,030) (4,395)
Purchases of short-term investments ...................................... (39,236) (210,245)
Maturities of short-term investments ..................................... 99,548 234,889
Sale of long-term investments ............................................ 4,803 --
----------- -----------
Net cash provided by investing activities .......................... 52,085 20,249
Cash flows from financing activities:
Proceeds from issuance of common stock ................................... 406 406
Repayment of debt borrowings ............................................. -- (1,872)
----------- -----------
Net cash provided by (used in) financing activities ................ 406 (1,466)
----------- -----------
Net increase in cash and cash equivalents ................................... 33,288 5,774
Cash and cash equivalents at beginning of period ............................ 23,048 37,811
----------- -----------
Cash and cash equivalents at end of period .................................. $ 56,336 $ 43,585
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest ................................................... $ 4 $ 198
Supplemental disclosure of non-cash investing and financing activities:
Unrealized gain on long-term investments ................................. $ 295 $ --
Cancellation of equity securities issued in connection with acquisition .. $ (79) $ --
Reversal of deferred stock compensation in connection with
stock options .......................................................... $ 721 $ 321
Deferred stock compensation in connection with issuance of
restricted stock ....................................................... $ (99) $ --
</Table>
The accompanying notes are an integral part of these consolidated
financial statements.
5
LEXICON GENETICS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Lexicon
Genetics Incorporated (Lexicon or the Company) have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the six-month period ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2002.
The accompanying consolidated financial statements include the accounts
of Lexicon and its subsidiary. Intercompany transactions and balances are
eliminated in consolidation.
For further information, refer to the financial statements and
footnotes thereto included in Lexicon's annual report on Form 10-K for the year
ended December 31, 2001, as filed with the SEC.
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and No. 142, "Goodwill and Other Intangible Assets." These
statements, which Lexicon fully adopted on January 1, 2002, generally require
that all business combinations initiated after June 30, 2001 be accounted for
using the purchase method. Additionally, any resulting goodwill will not be
amortized, but rather will be subject to at least an annual impairment test.
Acquired intangible assets will be separately recognized and amortized over
their useful lives.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This new standard on asset
impairment, which Lexicon adopted effective January 1, 2002, supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." The adoption of this standard had no impact on the
Company.
2. RESTRICTED CASH AND INVESTMENTS
Lexicon is required to maintain restricted cash, cash equivalents or
investments to collateralize borrowings made under the synthetic lease agreement
under which it leases its office and laboratory facilities in The Woodlands,
Texas (see Notes 7 and 8). As of June 30, 2002 and December 31, 2001, the
Company maintained restricted cash and investments of $57.2 million and $43.3
million, respectively, to collateralize borrowings of $55.0 million and $41.7
million.
3. COMPREHENSIVE LOSS
Comprehensive loss is comprised of net loss and unrealized gains and
losses on long-term investments, which are considered available-for-sale
securities. Comprehensive loss for the three-month
6
and six-month periods ended June 30, 2002 was $14.3 million and $28.7 million,
respectively, reflecting a $0.6 million and $0.3 million unrealized gain on
long-term investments, respectively. Net loss for the three-month and six-month
periods ended June 30, 2002 included a $0.2 million realized loss on the sale of
long-term investments.
4. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of
shares of common stock outstanding during the applicable period. Shares
associated with stock options and warrants are not included because they are
antidilutive. There are no differences between basic and diluted net loss per
share for all periods presented.
5. DEFERRED STOCK COMPENSATION
Deferred stock compensation represents the difference between the
exercise price of stock options and the fair value of Lexicon's common stock at
the date of grant. Deferred stock compensation is amortized over the vesting
periods of the individual stock options for which it was recorded, generally
four years. For the six months ended June 30, 2002 and 2001, Lexicon amortized
$5.1 million and $5.5 million, respectively, of deferred stock compensation. If
vesting continues in accordance with the outstanding individual stock options,
Lexicon expects to record amortization expense for deferred stock compensation
as follows: $5.2 million during the last six months of 2002, $10.4 million
during 2003 and $0.9 million during 2004. The amount of stock based compensation
expense to be recorded in future periods may decrease if unvested options for
which deferred stock compensation expense has been recorded are subsequently
canceled or forfeited or may increase if additional options are granted to
individuals other than employees or directors.
6. COELACANTH ACQUISITION
On July 12, 2001, Lexicon completed the acquisition of Coelacanth
Corporation (Coelacanth) in a merger, under an Agreement and Plan of Merger
entered into on June 13, 2001. Coelacanth, now Lexicon Pharmaceuticals (New
Jersey), Inc., forms the core of Lexicon Pharmaceuticals, the division of the
Company responsible for small molecule compound discovery. The results of
Lexicon Pharmaceuticals (New Jersey), Inc. are included in the Company's results
of operations subsequent to the acquisition.
7. COMMITMENTS AND CONTINGENCIES
In October 2000, Lexicon entered into a synthetic lease agreement under
which the lessor purchased the Company's existing laboratory and office
buildings and animal facility in The Woodlands, Texas and agreed to fund the
construction of an additional laboratory and office building and a second animal
facility. The synthetic lease agreement was subsequently expanded to include
funding for the construction of a central plant facility. Including the purchase
price for the Company's existing facilities, the synthetic lease, as amended,
provided for funding of up to $55.0 million in property and improvements. The
term of the agreement is six years, which includes the construction period and a
lease period. Lease payments for the new facilities began upon completion of
construction, which occurred at the end of the first quarter of 2002. Lease
payments are subject to fluctuation based on LIBOR rates. Based on a LIBOR rate
of 1.86% at June 30, 2002 the Company's total lease payments would be
approximately $1.2 million per year. At the end of the lease term, the lease may
be extended for one-year terms, up to seven additional terms, or the Company may
purchase the properties for a price including the outstanding lease balance. If
the Company elects not to renew the lease or purchase the properties, it may
arrange for the sale of the properties to a third party or surrender the
properties to the lessor. If the Company elects to arrange for the sale of the
properties or surrender the properties to the lessor, it has
7
guaranteed approximately 86% of the total original cost as the residual fair
value of the properties. The Company is required to maintain restricted cash or
investments to collateralize borrowings made under the synthetic lease
agreement. In addition, Lexicon has agreed to maintain cash and investments of
at least $35.0 million in excess of the Company's restricted cash and
investments. If the Company's cash and investments fall below that level, the
Company may be required to seek a waiver of that agreement or to purchase the
properties or arrange for their sale to a third party. Because the Company's
cost to purchase the properties would not materially exceed the amount of
restricted cash and investments it is required to maintain under the synthetic
lease, the Company believes that any requirement that it do so would not have a
material adverse effect on its financial condition.
On February 13, 2002, the FASB announced that it intended to propose
for adoption before the end of 2002 that companies be required to consolidate
special purpose entities, such as the lessor under Lexicon's synthetic lease, on
their balance sheets under certain circumstances. In a proposed interpretation
dated June 28, 2002, the FASB outlined new rules that would require such
consolidation by a lessee that provides a residual value guarantee or similar
arrangement to the lessor/special purpose entity. While the lessor under the
Company's synthetic lease qualifies for off-balance sheet treatment under
current rules, the Company will be required to consolidate the lessor on the
Company's balance sheet if the FASB's proposed interpretation as currently
drafted is adopted. If such consolidation is required, the Company's balance
sheet will reflect as assets additional property and equipment approximating the
$55.0 million funded under the synthetic lease for property and improvements and
the same amount as a liability. In addition, the Company will be required to
depreciate such property and improvements over their useful lives. The proposed
guidance would require companies with calendar-fiscal years that have existing
special purpose entities, such as Lexicon, to apply the new standards on April
1, 2003. Lexicon believes that the consolidation of the lessor, if required,
will not have a material adverse effect on its financial condition or results of
operations.
On May 23, 2002, Lexicon Pharmaceuticals (New Jersey), Inc. signed a
ten-year lease for a 76,000 square-foot facility in Princeton, New Jersey. The
lease provides for an escalating yearly rent payment of $1.3 million in the
first year, $1.7 million in years two and three, $1.8 million in years four to
six, $2.0 million in years seven to nine and $2.1 million in year ten. The lease
also provides Lexicon Pharmaceuticals with the option in the second year of the
lease to borrow $2.0 million in tenant improvement funds from the landlord, at
which time rental payments due under the lease will increase as the tenant
improvement allowance is amortized over a ten-year period. Lexicon is the
guarantor of the obligations of Lexicon Pharmaceuticals (New Jersey), Inc. under
the lease.
8. SUBSEQUENT EVENTS.
On August 7, 2002, the Company amended its synthetic lease agreement to
reduce the amount of cash and investments it has agreed to maintain in excess of
its restricted cash and investments from $35.0 million to $30.0 million.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We are a biopharmaceutical company focused on the discovery of
breakthrough treatments for human disease. We are using gene knockout technology
to systematically discover the physiological functions of genes in living
mammals, or in vivo. We generate our gene function discoveries using knockout
mice - mice whose DNA has been altered to disrupt, or "knock out," the function
of the altered gene. Our patented gene trapping and gene targeting technologies
enable us to rapidly generate these knockout mice by altering the DNA of genes
in a special variety of mouse cells, called embryonic stem (ES) cells, which can
be cloned and used to generate mice with the altered gene. We employ an
integrated platform of advanced medical technologies to systematically discover
and validate which genes, when knocked out, result in a favorable medical
profile with pharmaceutical utility. We then pursue those genes and the proteins
they encode as potential targets for therapeutic intervention in our drug
discovery programs.
We employ internal resources and drug discovery alliances to discover
potential small molecule drugs, therapeutic antibodies and therapeutic proteins
for in vivo-validated drug targets that we consider to have high pharmaceutical
value. We use our own sophisticated libraries of drug-like chemical compounds
and an industrialized medicinal chemistry platform to identify small molecule
drug candidates for our in vivo-validated drug targets. We have established
alliances with Abgenix, Inc. for the discovery and development of therapeutic
antibodies based on our drug target discoveries and with Incyte Genomics, Inc.
for the discovery and development of therapeutic proteins. In addition, we have
established collaborations and license agreements with many other leading
pharmaceutical and biotechnology companies under which we receive fees and, in
many cases, are eligible to receive milestone and royalty payments, for access
to some of our technologies and discoveries for use in their own drug discovery
efforts.
We derive substantially all of our revenues from subscriptions to our
databases, drug discovery alliances, functional genomics collaborations for the
development and, in some cases, analysis of the physiological effects of genes
altered in knockout mice, technology licenses and compound library sales. To
date, we have generated a substantial portion of our revenues from a limited
number of sources.
Our operating results and, in particular, our ability to generate
additional revenues are dependent on many factors, including our success in
establishing new database subscriptions, research collaborations and technology
licenses, expirations of our database subscription and research collaborations,
the success rate of our discovery efforts leading to opportunities for new
research collaborations and licenses, as well as milestone payments and
royalties, the timing and willingness of collaborators to commercialize products
which may result in royalties, and general and industry-specific economic
conditions which may affect research and development expenditures. Our future
revenues from database subscriptions, collaborations and alliances are uncertain
because our existing agreements have fixed terms or relate to specific projects
of limited duration. Our future revenues from technology licenses are uncertain
because they depend, in large part, on securing new agreements. Subject to
limited exceptions, we do not intend to continue to make our compound libraries
available for purchase in the future. Our ability to secure future
revenue-generating agreements will depend upon our ability to address the needs
of our potential future subscribers, collaborators and licensees, and to
negotiate agreements that we believe are in our long-term best interests. We may
determine that our interests are better served by retaining rights to our
discoveries and advancing our therapeutic programs to a later stage, which could
limit our near-term revenues. Because of these and other factors, our quarterly
operating results have fluctuated in the past
9
and are likely to do so in the future, and we do not believe that
quarter-to-quarter comparisons of our operating results are a good indication of
our future performance.
Since our inception, we have incurred significant losses and, as of
June 30, 2002, we had an accumulated deficit of $119.1 million. Our losses have
resulted principally from costs incurred in research and development, general
and administrative costs associated with our operations, and non-cash
stock-based compensation expenses associated with stock options granted to
employees and consultants prior to our April 2000 initial public offering.
Research and development expenses consist primarily of salaries and related
personnel costs, material costs, legal expenses resulting from intellectual
property prosecution and other expenses related to our drug discovery and
LexVision programs, the development and analysis of knockout mice and our other
functional genomics research efforts, and the development of compound libraries.
General and administrative expenses consist primarily of salaries and related
expenses for executive, finance and other administrative personnel, professional
fees and other corporate expenses including business development and general
legal activities, as well as expenses related to our patent infringement
litigation against Deltagen, Inc., which was settled in September 2001. In
connection with the expansion of our drug discovery programs and our functional
genomics research efforts, we expect to incur increasing research and
development and general and administrative costs. As a result, we will need to
generate significantly higher revenues to achieve profitability.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
Fees for access to our databases and other functional genomics
resources are recognized ratably over the subscription or access period.
Payments received in advance under these arrangements are recorded as deferred
revenue until earned. Collaborative research payments are generally
non-refundable, regardless of the success of the research effort, and are
recognized as revenue as we perform our obligations related to such research.
Milestone-based fees are recognized upon completion of specified milestones
according to contract terms. Non-refundable technology license fees are
recognized as revenue upon the grant of the license to third parties, when
performance is complete and there is no continuing involvement. A change in our
revenue recognition policy or changes in the terms of contracts under which we
recognize revenues could have an impact on the amount and timing of our
recognition of revenues.
Research and Development Expenses
Research and development expenses consist of costs incurred for
company-sponsored as well as collaborative research and development activities.
These costs include direct and research-related overhead expenses and are
expensed as incurred. Patent costs and technology license fees for technologies
that are utilized in research and development and have no alternative future use
are expensed when incurred.
Stock-Based Compensation
Deferred stock-based compensation and related amortization represents
the difference between the exercise price of stock options granted and the fair
value of our common stock at the applicable date of grant. Stock-based
compensation is amortized as research and development expense or general and
administrative expense, as appropriate, over the vesting period of the
individual stock options for which it was recorded, generally four years. If
employees and consultants continue to vest in accordance with their individual
stock options, we expect to record amortization expense for deferred stock-based
compensation as follows: $5.2 million during the last six months of 2002, $10.4
million during 2003 and
10
$0.9 million during 2004. The amount of stock-based compensation expense to be
recorded in future periods may decrease if unvested stock options for which
deferred stock-based compensation has been recorded are subsequently canceled or
forfeited or may increase if additional stock options are granted to individuals
other than employees or directors.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 141, "Business
Combinations," and No. 142, "Goodwill and Other Intangible Assets." These
statements, which we fully adopted on January 1, 2002, generally require that
all business combinations initiated after June 30, 2001 be accounted for using
the purchase method. Additionally, any resulting goodwill will not be amortized,
but rather will be subject to at least an annual impairment test. Acquired
intangible assets will be separately recognized and amortized over their useful
lives.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This new standard on asset
impairment, which we adopted effective January 1, 2002, supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." The adoption of this standard had no impact on the Company.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2002 and 2001
Revenues. Total revenues increased 169% to $9.4 million in the three
months ended June 30, 2002 from $3.5 million in the corresponding period in
2001. Of the $5.9 million increase, $3.7 million was derived from increased
database subscription and technology license fees and $2.1 million was derived
from increased revenues from functional genomics collaborations for the
development and analysis of knockout mice and from our drug discovery alliance
with Incyte Genomics, Inc.
Research and Development Expenses. Research and development expenses,
including stock-based compensation expense, increased 78% to $19.0 million in
the three months ended June 30, 2002 from $10.7 million in the corresponding
period in 2001. The increase of $8.3 million was primarily attributable to
increased personnel costs to support the expansion of our drug discovery
programs, the development and analysis of knockout mice and our other functional
genomics research efforts. Research and development expenses for the three
months ended June 30, 2002 and 2001 included $1.3 million and $1.4 million,
respectively, of stock-based compensation primarily relating to option grants
made prior to our April 2000 initial public offering.
General and Administrative Expenses. General and administrative
expenses, including stock-based compensation expense, increased 19% to $6.0
million in the three months ended June 30, 2002 from $5.0 million in the
corresponding period in 2001. The increase of $1.0 million was due primarily to
additional personnel costs, offset by a reduction in legal costs as a result of
the September 2001 settlement of our patent infringement litigation against
Deltagen, Inc. General and administrative expenses for both three-month periods
included $1.3 million of stock-based compensation primarily relating to option
grants made prior to our April 2000 initial public offering.
Interest and Other Income and Interest Expense. Interest and other
income decreased to $0.7 million in the three months ended June 30, 2002 from
$2.4 million in the corresponding period in 2001. The decrease resulted from
lower average cash and investment balances, lower average interest rates and
11
a loss of $197,000 realized on the sale of long-term investments during the 2002
period. Interest expense was $2,000 and $129,000 in the three months ended June
30, 2002 and 2001, respectively.
Net Loss and Net Loss Per Common Share. Net loss increased to $14.9
million in the three months ended June 30, 2002 from $9.9 million in the
corresponding period in 2001. Net loss per common share increased to $0.29 in
the three months ended June 30, 2002 from $0.20 in the corresponding period of
2001. A portion of the net loss for the three months ended June 30, 2002 and
2001 was attributable to stock-based compensation expense. Excluding stock-based
compensation expense, we would have had a net loss of $12.4 million and net loss
per common share of $0.24 in the three months ended June 30, 2002, as compared
to a net loss of $7.2 million and net loss per common share of $0.15 in the
corresponding period in 2001.
Our quarterly operating results have fluctuated in the past and are
likely to do so in the future, and we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance.
Six Months Ended June 30, 2002 and 2001
Revenues. Total revenues increased 151% to $17.1 million in the six
months ended June 30, 2002 from $6.8 million in the corresponding period in
2001. Of the $10.3 million increase, $5.3 million was derived from increased
database subscription and technology license fees and $4.8 million was derived
from increased revenues from functional genomics collaborations for the
development and analysis of knockout mice and from our drug discovery alliance
with Incyte Genomics, Inc.
Research and Development Expenses. Research and development expenses,
including stock-based compensation expense, increased 75% to $35.9 million in
the six months ended June 30, 2002 from $20.6 million in the corresponding
period in 2001. The increase of $15.3 million was primarily attributable to
increased personnel costs to support the expansion of our drug discovery
programs, the development and analysis of knockout mice and our other functional
genomics research efforts. Research and development expenses for the six months
ended June 30, 2002 and 2001 included $2.6 million and $2.8 million,
respectively, of stock-based compensation primarily relating to option grants
made prior to our April 2000 initial public offering.
General and Administrative Expenses. General and administrative
expenses, including stock-based compensation expense, increased 29% to $12.0
million in the six months ended June 30, 2002 from $9.3 million in the
corresponding period in 2001. The increase of $2.7 million was due primarily to
additional personnel costs, offset by a reduction in legal costs as a result of
the September 2001 settlement of our patent infringement litigation against
Deltagen, Inc. General and administrative expenses for the six months ended June
30, 2002 and 2001 included $2.6 and $2.7 million, respectively, of stock-based
compensation primarily relating to option grants made prior to our April 2000
initial public offering.
Interest and Other Income and Interest Expense. Interest and other
income decreased to $1.8 million in the six months ended June 30, 2002 from $5.3
million in the corresponding period in 2001. The decrease resulted from lower
average cash and investment balances, lower average interest rates and a loss of
$197,000 realized on the sale of long-term investments during the 2002 period.
Interest expense was $4,000 and $210,000 in the six months ended June 30, 2002
and 2001, respectively.
Net Loss and Net Loss Per Common Share. Net loss increased to $29.0
million in the six months ended June 30, 2002 from $17.9 million in the
corresponding period in 2001. Net loss per common share increased to $0.56 in
the six months ended June 30, 2002 from $0.37 in the corresponding period of
2001. A portion of the net loss for the six months ended June 30, 2002 and 2001
was attributable to stock-based
12
compensation expense. Excluding stock-based compensation expense, we would have
had a net loss of $23.9 million and net loss per common share of $0.46 in the
six months ended June 30, 2002, as compared to a net loss of $12.5 million and
net loss per common share of $0.26 in the corresponding period in 2001.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations from inception primarily through sales
of common and preferred stock, contract and milestone payments to us under our
database subscription, collaboration and license agreements, equipment financing
arrangements and leasing arrangements. From our inception through June 30, 2002,
we had received net proceeds of $242.5 million from issuances of common and
preferred stock, including $203.2 million of net proceeds from the initial
public offering of our common stock in April 2000. In addition, from our
inception through June 30, 2002, we received $75.7 million in cash payments from
database subscription and technology license fees, drug discovery alliances,
functional genomics collaborations, sales of compound libraries and reagents,
and government grants, of which $70.4 million had been recognized as revenues
through June 30, 2002.
As of June 30, 2002, we had $129.4 million in cash, cash equivalents
and short-term investments (including restricted cash and investments), as
compared to $156.4 million as of December 31, 2001. We also had $5.7 million of
long-term investments at June 30, 2002, as compared to $10.4 million at December
31, 2001. We used cash of $19.2 million in operations in the six months ended
June 30, 2002. This consisted primarily of the net loss for the period of $29.0
million offset by non-cash charges of $5.1 million related to stock-based
compensation expense, $4.2 million related to depreciation expense and $0.6
million related to amortization of intangible assets other than goodwill.
Investing activities provided cash of $52.1 million in the six months ended June
30, 2002, principally as a result of net maturities of short-term investments
and the sale of long-term investments, offset in part by purchases of property
and equipment. We received cash of $0.4 million in financing activities in the
six months ended June 30, 2002, principally as a result of stock option
exercises.
In October 2000, we entered into a synthetic lease agreement under
which the lessor purchased our existing laboratory and office buildings and
animal facility in The Woodlands, Texas and agreed to fund the construction of
an additional laboratory and office building and a second animal facility. The
synthetic lease agreement was subsequently expanded to include funding for the
construction of a central plant facility for the distribution of utilities and
related services among our facilities. Including the purchase price for our
existing facilities, the synthetic lease, as amended, provided for funding of up
to $55.0 million in property and improvements. The term of the agreement is six
years, which includes the construction period and a lease period. Lease payments
for the new facilities began upon completion of construction, which occurred at
the end of the first quarter of 2002. Lease payments are subject to fluctuation
based on LIBOR rates. Based on a LIBOR rate of 1.86% at June 30, 2002, our total
lease payments would be approximately $1.2 million per year. At the end of the
lease term, the lease may be extended for one-year terms, up to seven additional
terms, or we may purchase the properties for a price including the outstanding
lease balance. If we elect not to renew the lease or purchase the properties, we
may arrange for the sale of the properties to a third party or surrender the
properties to the lessor. If we elect to arrange for the sale of the properties
or surrender the properties to the lessor, we have guaranteed approximately 86%
of the total original cost as the residual fair value of the properties. We are
required to maintain restricted cash or investments to collateralize borrowings
made under the synthetic lease agreement. In addition, we have agreed to
maintain cash and investments of at least $30.0 million in excess of our
restricted cash and investments. If our cash and investments fall below that
level, we may be required to seek a waiver of that agreement or to purchase the
properties or arrange for their sale to a third party. Because our cost to
purchase the properties would not materially exceed the amount of restricted
cash and investments we are required to maintain under the synthetic lease, we
believe that any
13
requirement that we do so would not have a material adverse effect on our
financial condition. As of June 30, 2002 and December 31, 2001, we maintained
restricted cash and investments of $57.2 million and $43.3 million,
respectively, to collateralize borrowings of $55.0 million and $41.7 million.
On February 13, 2002, the FASB announced that it intended to propose
for adoption before the end of 2002 that companies be required to consolidate
special purpose entities, such as the lessor under our synthetic lease, on their
balance sheets under certain circumstances. In a proposed interpretation dated
June 28, 2002, the FASB outlined new rules that would require such consolidation
by a lessee that provides a residual value guarantee or similar arrangement to
the lessor/special purpose entity. While the lessor under our synthetic lease
qualifies for off-balance sheet treatment under current rules, we will be
required to consolidate the lessor on our balance sheet if the FASB's proposed
interpretation as currently drafted is adopted. If such consolidation is
required, our balance sheet will reflect as assets additional property and
equipment approximating the $55.0 million funded under the synthetic lease for
property and improvements and the same amount as a liability. In addition, we
will be required to depreciate such property and improvements over their useful
lives. The proposed guidance would require companies with calendar-fiscal years
that have existing special purpose entities, such as ours, to apply the new
standards on April 1, 2003. We believe that the consolidation of the lessor, if
required, will not have a material adverse effect on our financial condition or
results of operations. We will continue to monitor the FASB's proposals and
evaluate their impact on our synthetic lease.
On May 23, 2002, Lexicon Pharmaceuticals (New Jersey), Inc. signed a
ten-year lease for a 76,000 square-foot facility in Princeton, New Jersey. The
lease provides for an escalating yearly rent payment of $1.3 million in the
first year, $1.7 million in years two and three, $1.8 million in years four to
six, $2.0 million in years seven to nine and $2.1 million in year ten. The lease
also provides Lexicon Pharmaceuticals with the option in the second year of the
lease to borrow $2.0 million in tenant improvement funds from the landlord, at
which time rental payments due under the lease will increase as the tenant
improvement allowance is amortized over a ten-year period. Lexicon is the
guarantor of the obligations of Lexicon Pharmaceuticals (New Jersey), Inc. under
the lease.
Our future capital requirements will be substantial and will depend on
many factors, including our ability to obtain database subscription, alliance,
collaboration and technology license agreements, the amount and timing of
payments under such agreements, the level and timing of our research and
development expenditures, market acceptance of our products, the resources we
devote to developing and supporting our products and other factors. Our capital
requirements will also be affected by any expenditures we make in connection
with license agreements and acquisitions of and investments in complementary
technologies and businesses. We expect to devote substantial capital resources
to continue our research and development efforts, to expand our support and
product development activities, and for other general corporate activities. We
believe that our current unrestricted cash and investment balances and revenues
we expect to derive from subscriptions to our databases, functional genomics
collaborations, technology licenses and drug discovery alliances will be
sufficient to fund our operations at least through the end of 2003. During or
after this period, if cash generated by operations is insufficient to satisfy
our liquidity requirements, we will need to sell additional equity or debt
securities or obtain additional credit arrangements. Additional financing may
not be available on terms acceptable to us or at all. The sale of additional
equity or convertible debt securities may result in additional dilution to our
stockholders.
DISCLOSURE ABOUT MARKET RISK
We are exposed to limited market and credit risk on our cash
equivalents, which have maturities of three months or less. We maintain a
short-term investment portfolio which consists of U.S. government agency debt
obligations and investment grade commercial paper that mature three to twelve
months from
14
the time of purchase, which we believe are subject to limited market and credit
risk. Additionally, we hold long-term investments consisting of U.S. government
agency debt obligations with a maturity of greater than twelve months from the
time of purchase. These investments are also subject to market and credit risk.
A hypothetical one percent increase in market rates would result in a decrease
of approximately $0.5 million in the fair value of our long-term investments as
of June 30, 2002. We currently do not hedge interest rate exposure or hold any
derivative financial instruments in our investment portfolio.
We have operated primarily in the United States and substantially all
sales to date have been made in U.S. dollars. Accordingly, we have not had any
material exposure to foreign currency rate fluctuations.
RISK FACTORS
Our business is subject to certain risks and uncertainties, including
those referenced below:
Risks Related to Our Business
o we have a history of net losses, and we expect to continue to incur net
losses and may not achieve or maintain profitability
o our quarterly operating results have been and likely will continue to
fluctuate, and we believe that quarter-to-quarter comparisons of our
operating results are not a good indication of our future performance
o we are an early-stage company with an unproven business strategy
o we will need additional capital in the future and, if it is not
available, we will have to curtail or cease operations
o we face substantial competition in the discovery of the functions of
genes and in our drug discovery and product development efforts
o we rely heavily on collaborators to develop and commercialize
pharmaceutical products based on genes that we identify as promising
candidates for development as drug targets
o any cancellation by or conflicts with our collaborators could harm our
business
o we have no experience in developing and commercializing pharmaceutical
products on our own
o we may engage in future acquisitions, which may be expensive and time
consuming and from which we may not realize anticipated benefits
o if we lose our key personnel or are unable to attract and retain
additional personnel, we may be unable to pursue collaborations or
develop our own products
o we may encounter difficulties in managing our growth, which could
increase our losses
o because our entire OmniBank mouse clone library is located at a single
facility, the occurrence of a disaster could significantly disrupt our
business
15
Risks Related to Our Industry
o our ability to patent our discoveries is uncertain because patent laws
and their interpretation are highly uncertain and subject to change
o our patent applications may not result in enforceable patent rights
o if other companies and institutions obtain patents claiming the
functional uses of genes and gene products based upon gene sequence
information and predictions of gene function, we may be unable to
obtain patents for our discoveries of biological function in knockout
mice
o we may become involved in patent litigation and other disputes
regarding intellectual property rights, and can give no assurance that
we will prevail in any such litigation or other dispute
o issued patents may not fully protect our discoveries, and our
competitors may be able to commercialize products similar to those
covered by our issued patents
o our rights to the use of technologies licensed by third parties are not
within our control
o we may be unable to protect our trade secrets
o we may become subject to regulation under the Animal Welfare Act, which
could subject us to additional costs and permit requirements
o we and our collaborators are subject to extensive and uncertain
government regulatory requirements, which could increase our operating
costs or adversely affect our ability to obtain government approval of
products based on genes that we identify in a timely manner or at all
o the uncertainty of pharmaceutical pricing and reimbursement may
decrease the commercial potential of our products and affect our
ability to raise capital
o security risks in electronic commerce or unfavorable internet
regulation may deter future use of our products and services
o we use hazardous chemicals and radioactive and biological materials in
our business; any disputes relating to improper handling, storage or
disposal of these materials could be time consuming and costly
o we may be sued for product liability
o public perception of ethical and social issues may limit or discourage
the use of our technologies, which could reduce our revenues
For additional discussion of the risks and uncertainties that affect
our business, see "Item 1. Business - Risk Factors" included in our annual
report on Form 10-K for the year ended December 31, 2001, as filed with the
Securities and Exchange Commission.
16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Disclosure about Market Risk" under "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations for
quantitative and qualitative disclosures about market risk.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our annual meeting of stockholders was held on May 8, 2002 to consider
and vote upon the following proposals:
(1) The following individuals were nominated and elected as Class
II directors, with the following numbers of shares voted for
and withheld for such directors:
<Table>
<Caption>
NAME OF DIRECTOR FOR WITHHELD
- ---------------- --- --------
Sam L. Barker, Ph.D. 46,219,334 94,242
Gordon A. Cain 46,091,644 221,932
Patricia M. Cloherty 46,220,561 93,015
</Table>
(2) The following additional matter was considered and approved,
with the following numbers of shares voted for, voted against
and abstaining with respect to such matter:
<Table>
<Caption>
MATTER FOR AGAINST ABSTAIN
- ------ --- ------- -------
Appointment of Ernst & Young LLP as our
independent public accountants for the
fiscal year ending December 31, 2002 45,872,996 430,655 9,925
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
10.1 -- Lease Agreement, dated May 23, 2002, between Lexicon Pharmaceuticals
(New Jersey), Inc. and Townsend Property Trust Limited Partnership.
99.1 -- Certification of CEO and CFO Pursuant to Section 906 of the Public
Company Accounting Reform and Investor Protection Act of 2002
</Table>
(b) Reports on Form 8-K:
None.
17
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.
LEXICON GENETICS INCORPORATED
Date: August 14, 2002 By: /s/ ARTHUR T. SANDS
-------------------------------------------
Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer
Date: August 14, 2002 By: /s/ JULIA P. GREGORY
-------------------------------------------
Julia P. Gregory
Executive Vice President and
Chief Financial Officer
18
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 -- Lease Agreement, dated May 23, 2002, between Lexicon Pharmaceuticals (New Jersey), Inc. and
Townsend Property Trust Limited Partnership.
99.1 -- Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</Table>