1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2001 Commission File Number 0-22962 HUMAN GENOME SCIENCES, INC. (Exact name of registrant) Delaware 22-3178468 (State of organization) (I.R.S. Employer Identification Number) 9410 Key West Avenue, Rockville, Maryland 20850-3331 (Address of principal executive offices and zip code) (301) 309-8504 (Registrant's telephone Number) 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 -------- ------- The number of shares of the registrant's common stock outstanding on March 31, 2001 was 125,722,754. 2 TABLE OF CONTENTS Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000................................. 3 Consolidated Balance Sheets at March 31, 2001 and December 31, 2000 4 Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000................................. 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....... 12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K................................. 13 Signatures....................................................... 14 Exhibit Index....................................................Exhibit Volume 2 3 PART I. FINANCIAL INFORMATION HUMAN GENOME SCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended March 31, ---------------------------------- 2001 2000 ---------------------------------- (dollars in thousands, except share and per share amounts) Revenue - research and development collaborative contracts: Third parties............................... $ 4,625 $ 4,625 Related parties............................. 642 642 ---------------- --------------- Total revenue.......................... 5,267 5,267 ---------------- --------------- Costs and expenses: Research and development.................... 32,096 19,514 General and administrative.................. 8,283 6,016 ---------------- --------------- Total costs and expenses............... 40,379 25,530 ---------------- --------------- Income (loss) from operations.................. (35,112) (20,263) Interest income................................ 28,625 9,773 Interest expense............................... (6,520) (2,965) Debt conversion expenses....................... -0- (50,818) ---------------- --------------- Income (loss) before taxes and cumulative effect of change in accounting principle.... (13,007) (64,273) Provision for income taxes..................... -0- -0- ---------------- --------------- Income (loss) before cumulative effect of change in accounting principle.............. (13,007) (64,273) Cumulative effect of change in accounting principle................................... -0- (8,250) ---------------- --------------- Net income (loss).............................. $ (13,007) $ (72,523) ================ =============== Net income (loss) per share, basic and diluted: Net income (loss) per share, before cumulative effect of change in accounting principle.... $ (0.10) $ (0.62) Cumulative effect of change in accounting principle................................... -0- (0.08) ---------------- --------------- Net income (loss) per share, basic and diluted. $ (0.10) $ (0.70) ================ =============== Weighted average shares outstanding, basic and diluted......................... 125,394,401 103,023,538 ================ =============== See accompanying notes to consolidated financial statements. 3 4 HUMAN GENOME SCIENCES, INC. CONSOLIDATED BALANCE SHEETS March 31, December 31, 2001 2000 ------------- --------------- ASSETS (dollars in thousands) - ------ Current assets: Cash and cash equivalents ..................................... $ 247,042 $ 493,867 Short-term investments......................................... 1,504,404 1,268,441 Prepaid expenses and other current assets..................... 14,415 9,290 ------------- --------------- 1,765,861 1,771,598 Total current assets....................................... Long-term investments.............................................. 46,292 93,337 Property, plant and equipment (net of accumulated depreciation) ... 44,017 38,567 Restricted investments............................................ 12,494 12,332 Other assets...................................................... 30,987 32,691 ------------- --------------- TOTAL ASSETS.............................................. $ 1,899,651 $ 1,948,525 ============= =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt............................. $ 738 $ 729 Accounts payable and accrued expenses.......................... 16,910 18,317 Accrued payroll and related taxes.............................. 3,906 3,820 Deferred revenues.............................................. 7,193 11,818 ------------- --------------- Total current liabilities................................. 28,747 34,684 Long-term debt, net of current portion............................ 530,375 533,146 Deferred revenues.................................................. 14,765 15,407 Other liabilities................................................. 2,254 2,333 ------------- --------------- Total liabilities.......................................... 576,141 585,570 ------------- --------------- Stockholders' Equity: Preferred stock............................................. -0- -0- Common stock................................................. 1,257 1,252 Additional paid-in capital.................................. 1,704,131 1,698,384 Unearned portion of compensatory stock options.............. (126) (192) Accumulated other comprehensive income (deficit)............ (4,066) 28,190 Retained earnings (deficit).................................. (377,686) (364,679) ------------- --------------- Total stockholders' equity................................. 1,323,510 1,362,955 ------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,899,651 $1,948,525 ============= =============== See accompanying notes to consolidated financial statements. 4 5 HUMAN GENOME SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31, 2001 2000 ----------- ----------- (dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ................................................. $(13,007) $(72,523) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Accrued interest on U.S. Treasury bills and commercial paper.... 1,238 (2,885) Depreciation and amortization................................... 3,032 2,491 Inducement costs paid in the form of common stock............... -0- 19,433 Cumulative effect of change in accounting principle ............ -0- 8,250 Loss (gain) on disposal of fixed assets......................... 46 -0- Compensation expense related to stock options................... 66 48 Changes in operating assets and liabilities: Prepaid expenses and other current assets.................... (5,977) (1,177) Other assets................................................. 1,018 (17,441) Accounts payable and accrued expenses........................ (585) 4,160 Accrued payroll and related taxes............................ 86 206 Deferred revenues............................................ (5,267) (5,267) Other liabilities............................................ (79) 37 ----------- ----------- Net cash provided by (used in) operating activities............. (19,429) (64,668) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures - property, plant and equipment............... (8,730) (4,591) Purchase of short-term investments and marketable securities....... (512,309) (231,191) Proceeds from sales and maturities of investments and marketable securities......................................................... 290,750 46,607 ----------- ----------- Net cash provided by (used in) investing activities............. (230,289) (189,175) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt........................................ (68) -0- Restricted investments............................................. (162) (153) Proceeds from issuance of long term debt (net of expenses)......... -0- 508,850 Proceeds from issuance of common stock (net of expenses)........... 3,123 6,640 ----------- ----------- Net cash provided by (used in) financing activities............. 2,893 515,337 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................. (246,825) 261,494 Cash and cash equivalents - beginning of period....................... 493,867 180,839 ----------- ----------- CASH AND CASH EQUIVALENTS - END OF PERIOD............................. $247,042 $442,333 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest........................................................ $11,515 $30,067 Income taxes.................................................... 25 -0- See accompanying notes to consolidated financial statements. 5 6 SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (DOLLARS IN THOUSANDS): In February 2001, the Company converted $2,694 of 5 1/2% Convertible Subordinated Notes Due 2006 to common stock. In connection with this conversion, the Company reclassified $65 of unamortized debt financing costs associated with these notes to stockholders' equity as part of the conversion. In January 2000, the Company converted $118,285 of 5 1/2% Convertible Subordinated Notes Due 2006 to common stock and incurred $19,433 in inducement costs paid in the form of common stock as an inducement to convert. In addition, the Company reclassified $3,470 of unamortized debt financing costs associated with these notes to stockholders' equity as part of the conversion. In March 2000, the Company converted $200,000 of 5% Convertible Subordinated Notes Due 2006 to common stock. In connection with this conversion, the Company made a $30.0 million cash "make-whole" payment. In addition, the Company reclassified $6,000 of unamortized debt financing costs associated with these notes to stockholders' equity as part of the conversion. See accompanying notes to consolidated financial statements 6 7 HUMAN GENOME SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2001 (In thousands, except share and per share data) NOTE 1. INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements of Human Genome Sciences, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. In the opinion of the Company's management, the consolidated financial statements reflect all adjustments necessary to present fairly the results of operations for the three month periods ended March 31, 2001 and 2000, the Company's financial position at March 31, 2001, and the cash flows for the three month periods ended March 31, 2001 and 2000. These adjustments are of a normal recurring nature. The results of operations, cash flows and comprehensive income for the three month period ended March 31, 2000 have been restated to reflect the implementation of SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") in 2000, retroactive to January 1, 2000. In addition, share and per share amounts have been restated to reflect a two-for-one stock split paid in the form of a stock dividend on October 5, 2000. Certain notes and other information have been condensed or omitted from the interim consolidated financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company's 2000 Annual Report on Form 10-K. The results of operations for the three month period ended March 31, 2001 are not necessarily indicative of future financial results. NOTE 2. ACQUISITION OF PRINCIPIA PHARMACEUTICAL CORPORATION On September 8, 2000, the Company acquired all of the outstanding shares of capital stock of Principia Pharmaceutical Corporation ("Principia") from its shareholders. The cost of the acquisition was $135,071, including fees and expenses. The purchase price was paid with 1,582,204 shares of the Company's Common Stock. The consolidated financial statements include the results of operations of Principia since the date of acquisition. The acquisition has been accounted for as a purchase and, accordingly, the purchase price has been allocated as follows: Net assets and liabilities acquired at their estimated fair value as of the date of acquisition $ 521 Assembled Workforce 500 Purchased In-Process Research and Development 134,050 ----------- Total $135,071 =========== The Company's unaudited pro forma consolidated condensed statements of operations information for the three months ended March 31, 2001 and 2000, assuming the acquisition of Principia was effected at the beginning of each period, and including the one-time write-off of the Purchased In-Process Research and Development and amortization of Assembled Workforce, are summarized as follows: 7 8 HUMAN GENOME SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2001 (In thousands, except share and per share data) NOTE 2. ACQUISITION OF PRINCIPIA PHARMACEUTICAL CORPORATION, CONTINUED (Unaudited) March 31, --------------------------------- 2001 2000 --------------- --------------- Revenue ....................................... $ 5,267 $ 5,267 Net loss ...................................... $ (13,007) $ (238,529) Weighted average shares outstanding, basic and diluted...................................... 125,394,401 104,605,742 Net income (loss) per share, basic and diluted $ (0.10) $ (2.28) This pro forma information does not purport to be indicative of the results which may have been obtained had the acquisition been consummated at the date assumed. During the first quarter of 2001, the Company announced its decision to relocate Principia's operations from Norristown, Pennsylvania to the Company's Rockville, Maryland location. As a result, the Company recorded a one-time charge in the first quarter of 2001 of approximately $1,900, representing unit relocation costs and the write off of the remaining book value of Principia's Assembled Workforce. The balance of the unit relocation reserve was approximately $1,500 as of March 31, 2001. In addition, the Company expects to incur approximately $600 in personnel relocation costs and stay bonuses in the second half of 2001. NOTE 3. COMPREHENSIVE INCOME (LOSS) Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income", requires unrealized gains or losses on the Company's available-for-sale securities and on the Company's investments in Transgene S.A., Cambridge Antibody Technology and Ciphergen Biosystems to be included in other comprehensive income. During the three month periods ended March 31, 2001 and 2000, total comprehensive income (loss) amounted to: Three months ended March 31, 2001 2000 ---- ---- Net income (loss) $ (13,007) $ (72,523) Net unrealized gains (losses): Short-term investments 14,789 247 Long-term investments (47,045) 16,381 ----------- ---------- Total comprehensive income (loss) $ (45,263) $ (55,895) =========== ========== 8 9 HUMAN GENOME SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2001 (In thousands, except share and per share data) NOTE 3. COMPREHENSIVE INCOME (LOSS), CONTINUED Realized gains and losses, which are included in the Company's net income (loss) for the three months ended March 31, 2001, and their respective net proceeds were as follows: Three months ended March 31, 2001 -------------- Realized gains $1,132 Realized losses (142) Net proceeds 230,099 Realized gains and losses on investments and their respective net proceeds were immaterial for the three months ended March 31, 2000. NOTE 4. NEW SEC INTERPRETATIONS During the fourth quarter of 2000, the Company implemented SAB 101. SAB 101 provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. SAB 101 requires revenues to be recognized ratably over the life of a contract period whereas previously, the Company generally recognized revenue as non-refundable cash payments were made assuming no significant obligations remained. It requires companies to report any changes in revenue recognition as a cumulative effect of a change in accounting principle at the time of implementation in accordance with Accounting Principles Board Opinion No. 20, "Accounting Changes". Historically, the Company has recognized non-refundable license fees, research payments, additional payments and milestone payments in connection with collaboration agreements when the revenue is earned in accordance with the applicable performance requirements and/or contractual terms. This revenue recognition policy was applicable to certain multi-year agreements the Company entered into with Schering-Plough, Sanofi-Synthelabo and Merck KgaA during 1996 (the "1996 Agreements"). The Company recognized revenue under these agreements when it had performed all significant obligations and the customer was obligated to pay. The Company generally considered any remaining performance obligation, such as maintaining access to its genomic databases, as insignificant. However, SAB 101 provides guidance that indicates revenue recognition over the collaboration term is generally the required treatment for all fees, regardless of the significance of remaining performance obligations. As a result of the implementation of SAB 101, the Company recorded a charge to earnings in 2000 in the form of a cumulative effect of a change in accounting principle and additional deferred revenue in the amount of $8,250. The Company has recognized $4,125 of this deferred amount as revenue during the first quarter of 2001 and will recognize the remaining $4,125 as revenue during the second quarter of 2001. 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 RESULTS OF OPERATIONS Revenues. We had revenues of $5.3 million for the three months ended March 31, 2001 and March 31, 2000. Revenues for the three months ended March 31, 2001 represented the recognition of $1.9 million in revenue from Schering Corporation and Schering Plough Ltd., $1.7 million in revenue recognized from Merck KGaA, $1.1 million in revenue recognized from Synthelabo, and $0.6 million recognized in revenue from Transgene, S.A. As a result of our implementation of SAB 101 last year, our first quarter revenues for 2000 have been restated. Revenues for the three months ended March 31, 2000 represented the recognition of $1.9 million in revenue from Schering Corporation and Schering Plough Ltd., $1.7 million in revenue recognized from Merck KGaA, $1.1 million in revenue recognized from Synthelabo, and $0.6 million recognized in revenue from Transgene, S.A. Related party revenues include revenues from Transgene in which we hold a minority interest. We expect that our revenues may be limited to annual license fees and research payments from our collaborations with Schering, Synthelabo and Merck, interest income, payments under existing collaboration agreements which are contingent on meeting certain product milestones, license fees, proceeds from the sale of rights and other payments from other collaborators and licensees under existing or future arrangements, to the extent that we enter into any such further arrangements. Revenues from Schering, Synthelabo and Merck will substantially conclude during fiscal year 2001. Expenses. Research and development expenses were $32.1 million for the three months ended March 31, 2001 compared to $19.5 million for the three months ended March 31, 2000. The increase is due primarily to increased operations costs related to our leased manufacturing and process development facility as well as increased expenditures in preclinical research and clinical trial research. In addition, research and development expenses for the three months ended March 31, 2001 include $1.9 million in unit relocation costs and asset write-downs relating to the relocation of Principia's operations to our Rockville, Maryland location as discussed in Note 2 to the Consolidated Financial Statements. General and administrative expenses increased to $8.3 million for the three months ended March 31, 2001 from $6.0 million for the three months ended March 31, 2000. The increase for the three month period ended March 31, 2001 resulted primarily from higher legal expenses associated with filing and prosecuting a larger number of patent applications relating to genes and proteins we discovered, along with increased business and product development expenses in support of our expanding activities. Interest income increased for the three month period ended March 31, 2001 compared to the three month period ended March 31, 2000 due to higher cash balances arising primarily due to our public offering of common stock during the fourth quarter of 2000 that raised net proceeds of approximately $912.7 million. Interest expense increased for the three month period due primarily to the issuance of $525.0 million of convertible subordinated notes during the first quarter of fiscal 2000. Debt conversion expenses of $50.8 million for the three months ended March 31, 2000 relate to the first quarter of fiscal 2000 conversion costs of $318.3 million aggregate principal amount of convertible subordinated notes into equity. We converted $118.3 million of our $125.0 million aggregate principal amount of 5 1/2% Notes Due 2006 into common stock at a cost of $20.8 million, substantially all of which was paid in the form of common stock. In addition, we converted all of our $200.0 million aggregate principal amount of 5% Notes Due 2006 into common stock at a cost of $30.0 million, all of which was paid in cash. Cumulative effect of a change in accounting principle of $8.3 million for the three months ended March 31, 2000 relates to our implementation of Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). As a result of the implementation of SAB 101, we recorded a charge of $8.3 million as a cumulative effect of a change in accounting principle, retroactive to January 1, 2000. 10 11 RESULTS OF OPERATIONS, CONTINUED Net Income. We recorded a net loss of $13.0 million, or $0.10 per share, for the three months ended March 31, 2001 compared to a net loss of $72.5 million, or $0.70 per share, for the three months ended March 31, 2000. The decreased loss for the three month period of 2001 reflects the absence of debt conversion expenses and cumulative effect of a change in accounting principle in 2001, the increase in net interest income in 2001, partially offset by the increase in operations at our manufacturing and process development facility, increased investment in the development of preclinical and clinical drug candidates and increased general and administrative activities. Our net loss for the three months ended March 31, 2001 of $13.0 million, or $0.10 per share, compares to $13.5 million, or $0.13 per share, excluding the charge for debt conversion expenses and cumulative effect of a change in accounting principle incurred in the three months ended March 31, 2000. LIQUIDITY AND CAPITAL RESOURCES We had working capital of $1.7 billion at March 31, 2001 and December 31, 2000. No significant transactions have occurred in the three months ended March 31, 2001 that have affected our working capital. We expect to continue to incur substantial expenses relating to our research and development efforts, which are expected to increase relative to historical levels as we focus on preclinical and clinical trials required for the development of therapeutic protein and antibody product candidates. We expect that our existing funds, interest income, and committed license fees and research payments from existing collaboration agreements will be sufficient to fund our operations for the foreseeable future. Our future capital requirements and the adequacy of our available funds will depend on many factors, including scientific progress in our research and development programs, the magnitude of those programs, our ability to establish additional collaborative and licensing arrangements, the cost involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and competing technological and market developments. Our funds are currently invested in U.S. Treasury and government agency obligations, high grade corporate debt securities and commercial paper. Such investments reflect our policy regarding the investment of liquid assets, which is to seek a reasonable rate of return consistent with an emphasis on safety, liquidity and preservation of capital. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on our current intent, belief and expectations. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Actual results may differ materially from these forward-looking statements because of our unproven business model, dependence on new technologies, uncertainty and timing of clinical trials, ability to develop and commercialize products, dependence on collaborators for services and revenue, substantial indebtedness, intense competition, uncertainty of patent and intellectual property protection, dependence on key management, uncertainty of regulation of products, dependence on key suppliers, the impact of future alliances or transactions and other risks that may be described in our filings with the Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today's date. We undertake no obligation to update or revise the information contained in this announcement whether as a result of new information, future events or circumstances or otherwise. 11 12 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We do not have operations subject to risks of foreign currency fluctuations, nor do we use derivative financial instruments in our operations or investment portfolio. Our investment portfolio is comprised primarily of low-risk U.S. Treasury securities and corporate debt having a rating of at least A1\P1. The short-term nature of these securities, which have an average term of approximately one year, significantly decreases the risk of a material loss caused by a market change. We believe that a hypothetical 100 basis point adverse move (increase) in interest rates along the entire interest rate yield curve would adversely affect the net fair value of our cash, cash equivalents and short-term investments by approximately $21.5 million, or approximately 1.2% of the aggregate fair value of $1.75 billion, at March 31, 2001. For these reasons, and because these securities are almost always held to maturity, we believe we do not have significant exposure to market risks associated with changes in interest rates related to our corporate debt securities held as of March 31, 2001. We believe that any market change related to our U.S. securities held as of March 31, 2001 is not material to our consolidated financial statements. However, given the short-term nature of these securities, a general decline in interest rates would adversely affect the interest income from our portfolio as securities mature and are replaced with securities having a lower interest rate. As of March 31, 2001, the carrying values of our equity investments in Transgene, Cambridge Antibody Technology (CAT) and Ciphergen Biosystems were approximately $8.0 million, $37.4 million and $0.9 million, respectively. Our investments in Transgene and Ciphergen Biosystems are subject to equity market risk. Our investment in CAT is denominated in pounds sterling and is subject to both foreign currency risk as well as equity market risk. 12 13 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K None 13 14 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. HUMAN GENOME SCIENCES, INC. BY: /s/ William A. Haseltine, Ph.D. --------------------------------- William A. Haseltine, Ph.D. Chairman and Chief Executive Officer BY: /s/ Steven C. Mayer --------------------- Steven C. Mayer Senior Vice President and Chief Financial Officer Dated: May 2, 2001 14 15 EXHIBIT INDEX Exhibit Page Number None