1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended: SEPTEMBER 30, 2000 Commission File No. 0-19193
CAMBRIDGE NEUROSCIENCE, INC.
----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3319074
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
333 PROVIDENCE HIGHWAY
NORWOOD, MA 02062
-----------------
(Address of principal executive offices including zip code)
781-255-6700
------------
(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
--- ---
At October 31, 2000, 18,149,889 shares of Common Stock, par value $.001 per
share, were issued and outstanding.
2
CAMBRIDGE NEUROSCIENCE, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION NUMBER
- ------------------------------ ------
ITEM 1 - FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets
at September 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2000 and 1999 4-5
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 1999 6
Notes to Condensed Consolidated Financial Statements 7-9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 - 12
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 13
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
EXHIBIT INDEX 16
2
3
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share par values)
September 30, December 31,
2000 1999
------------- ------------
ASSETS (Unaudited)
Current Assets
Cash and cash equivalents $ 1,340 $ 3,333
Marketable securities 5,994 6,489
Receivables from collaboration agreements 8 171
Prepaid expenses and other current assets 366 491
--------- ---------
Total Current Assets 7,708 10,484
Equipment, Furniture and Fixtures, net 481 285
--------- ---------
Total Assets $ 8,189 $ 10,769
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 823 $ 753
--------- ---------
Total Current Liabilities 823 753
Stockholders' Equity
Preferred stock, par value $.01, 10,000
shares authorized; none issued -- --
Common stock, par value $.001, 30,000
shares authorized; 18,150 shares issued
and outstanding at September 30, 2000;
18,136 at December 31, 1999 18 18
Additional paid-in capital 120,129 120,118
Accumulated deficit (112,781) (110,120)
--------- ---------
Total Stockholders' Equity 7,366 10,016
--------- ---------
Total Liabilities and Stockholders' Equity $ 8,189 $ 10,769
========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
4
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three months ended September 30,
--------------------------------
2000 1999
-------------- ----------------
Revenues
Research and development $ 367 $ 298
Operating expenses
Research and development 958 1,228
General and administrative 285 241
-------- --------
1,243 1,469
-------- --------
Loss from operations (876) (1,171)
Interest income 128 142
-------- --------
Net loss $ (748) $ (1,029)
======== ========
Basic and diluted net loss per share $ (0.04) $ (0.06)
======== ========
Shares used in computing basic and diluted net
loss per share 18,150 18,136
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
5
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Nine months ended September 30,
-------------------------------
2000 1999
----------- -----------
Revenues
Research and development $ 1,012 $ 1,170
Operating expenses
Research and development 2,827 3,662
General and administrative 1,246 874
-------- --------
4,073 4,536
-------- --------
Loss from operations (3,061) (3,366)
Interest income 400 448
-------- --------
Net loss $ (2,661) $ (2,918)
======== ========
Basic and diluted net loss per share $ (0.15) $ (0.16)
======== ========
Shares used in computing basic and diluted net
loss per share 18,141 18,112
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
6
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months ended September 30,
-------------------------------
2000 1999
-------------- ---------------
Operating Activities
Net loss $(2,661) $(2,918)
Items not requiring cash:
Depreciation and amortization 141 144
Changes in operating assets and liabilities:
Receivables from collaboration agreements 163 2,032
Prepaid expenses and other current assets 125 290
Accounts payable and accrued expenses 70 (880)
Research and development advances -- (250)
------- -------
Cash used for operating activities (2,162) (1,582)
Investing Activities
Purchases of marketable securities (4,345) (5,536)
Sales of marketable securities 4,840 5,301
Purchases of equipment, furniture and
fixtures (337) (14)
------- -------
Cash provided by (used for) investing activities 158 (249)
Financing Activities
Sale of common stock 11 31
------- -------
Cash provided by financing activities 11 31
Net decrease in Cash and Cash Equivalents (1,993) (1,800)
Cash and Cash Equivalents at beginning of period 3,333 4,863
------- -------
Cash and Cash Equivalents at end of period $ 1,340 $ 3,063
======= =======
The accompanying notes are an integral part of the condensed consolidated
financial statements.
6
7
CAMBRIDGE NEUROSCIENCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements as
of September 30, 2000 and for the three and nine month periods ended September
30, 2000 and 1999 have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q. 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, the
accompanying consolidated financial statements include all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the financial position, results of operations and cash flows for the periods
presented. The results of operations for the interim period ended September 30,
2000 are not necessarily indicative of the results expected for the full fiscal
year.
This Form 10-Q should be read in conjunction with the Company's 1999 Annual
Report on Form 10-K (file number 0-19193). The condensed consolidated balance
sheet presented as of December 31, 1999 is derived from such Form 10-K.
Cambridge NeuroScience, Inc. (the "Company") is a biopharmaceutical company
engaged in the discovery and development of proprietary pharmaceuticals to
prevent or treat severe disorders of, or injuries to, the nervous system.
2. ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101A was released on
March 24, 2000 and deferred the effective date to no later than the second
fiscal quarter beginning after December 15, 1999. In June 2000, the SEC issued
SAB 101B which delayed the implementation date of SAB 101 until no later than
the fourth fiscal quarter of fiscal years beginning after December 15, 1999. In
October 2000, the SEC issued additional interpretative guidance concerning the
implementation of SAB 101. SAB 101 requires companies to report any changes in
revenue recognition as a cumulative change in accounting principle at the time
of implementation in accordance with Accounting Principles Board Opinion No. 20,
"Accounting Changes". The Company believes this interpretation will not have a
significant effect on its financial statements.
In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation - an Interpretation of APB Opinion No. 25." FIN 44
is generally effective for transactions occurring after July 1, 2000 but applies
to repricings and some other transactions after December 15, 1998. See also
Note 6.
3. BASIC AND DILUTED NET LOSS PER SHARE
Net loss per share is based on the weighted-average number of common shares
outstanding during each of the periods presented. Common equivalent shares from
stock options are excluded as their effect is antidilutive.
7
8
CAMBRIDGE NEUROSCIENCE, INC.
4. RESEARCH AND DEVELOPMENT REVENUE
Research and development revenue represents upfront licensing fees and
funding by third parties pursuant to contractual agreements and government
grants. Upfront licensing fees are recognized as revenue when all of the
following have occurred: all rights, patents and technology have been delivered
without contingency; all performance obligations of the Company relating to the
exchange have been met; monies received or receivable are not refundable
irrespective of future research results; and, the Company has no future
performance or financial obligations with respect to such monies. Revenue
received as research funding or from government grants is recorded over the
periods that the research is conducted, based on the performance requirements of
each of the contracts. Expenses relating to collaboration and license agreements
and to the performance of government grants are recorded as research and
development expenses.
Cash received in advance of research and development revenue pursuant to
the Company's research and development agreements is designated as research and
development advances and is included in current liabilities.
5. BUSINESS DEVELOPMENTS
On May 22, 2000, the Company and CeNeS Pharmaceuticals plc, ("CeNeS") a
Scottish corporation entered into an Agreement and Plan of Merger (the Merger
Agreement) which provides for among other things, the acquisition of the Company
by CeNeS through a stock merger. The Merger Agreement provides for the merger of
a wholly owned subsidiary of CeNeS into the Company (the Acquisition). Under the
terms of the Merger Agreement, each Company shareholder will receive a number of
shares of CeNeS ordinary shares equal to the exchange ratio for each share of
Company common stock. The exact exchange ratio will be determined by dividing
$2.25 by the average of the closing prices of a share of CeNeS stock on the
London Stock Exchange for ten consecutive full trading days ending two trading
days prior to the closing date (the CeNeS Price). In the event the CeNeS Price
(i) decreases below $.9586, then the exchange ratio shall remain fixed at 2.3472
or (ii) increases above $1.3915 then the exchange ratio will be fixed at 1.6170.
The merger is expected to be completed in December 2000. The transaction is
expected to be a tax-free exchange to the holders of the Company common stock.
The transaction may be terminated by the Board of Directors of the Company if
the CeNeS price is less than $.6182. The acquisition is subject to customary
conditions, including but not limited to, the approval of CeNeS shareholders and
Company shareholders. CeNeS has completed the United Kingdom Listing Authority
filing requirements. In addition, CeNeS has filed a Registration Statement on
Form F-4 in connection with the Acquisition. Once the Securities and Exchange
Commission has declared that registration statement effective, the Company and
CeNeS anticipate mailing proxy statements/prospectuses to shareholders of the
Company and CeNeS anticipates mailing proxy statements to the CeNeS
shareholders, in each case in November 2000. Shareholder meetings to approve the
merger are anticipated to be in December 2000 for each of CeNeS and the Company.
6. STOCK OPTIONS
In conjunction with the merger agreement with CeNeS, the Company's Board of
Directors voted to accelerate the vesting of all unvested Cambridge NeuroScience
stock options as of the merger date. In accordance with FIN 44, this
modification of the original terms of the awards will result in the
8
9
CAMBRIDGE NEUROSCIENCE, INC.
recognition of non-cash compensation expense of approximately $259,000, which
the Company will record immediately prior to the merger.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The discussion contained in this section as well as elsewhere in this
Quarterly Report on Form 10-Q may contain forward-looking statements based on
the current expectations of the Company's management. The Company cautions
readers that there can be no assurance that actual results or business
conditions will not differ materially from those projected or suggested in the
forward-looking statements as a result of various factors, including, but not
limited to, the following: inability to obtain or meet conditions imposed for
stock exchange and governmental approvals for the CeNeS merger; failure of the
Company's or CeNeS' stockholders to approve the merger; costs related to the
merger; the risk that the Company's and CeNeS' businesses will not be integrated
successfully; uncertainties relating to the Company's product candidates;
uncertainties as to the Company's ability to continue operations and achieve
profitability; the early stage of development of all of the Company's product
candidates; the Company's reliance on current and prospective collaborative
partners to supply funds for research and development and to commercialize its
products; technical risks associated with the development of new products; the
competitive environment of the biotechnology and pharmaceutical industries, and
the Company's ability to resolve potential year 2000 problems on a timely basis.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues
Research and development revenues in the three months ended September 30,
2000 increased by $69,000 or 23% compared to the same period of 1999. Revenue in
the third quarter of this year comprised research funding by Allergan, Inc.
(Allergan) under a collaboration for glaucoma and revenue pursuant to a
government grant. Revenue pursuant to the Allergan collaboration increased by
$62,000 from last year's third quarter. This was the result of an increase in
annual funding from $1.0 million per year, or $250,000 per quarter, for the
twelve month period ended November 1999, to $1.25 million per year, or $313,000
per quarter, which is the funding rate for the twelve month period ending
November 2000. Grant revenue totaled $55,000 in the third quarter of this year,
and related to a phase I Small Business Innovation Research grant awarded by the
National Institutes of Health in May 2000.
Revenue in the third quarter of last year comprised $250,000 in Allergan
research funding, and $48,000 in research funding from Bayer AG ("Bayer"), the
Company's collaborator for Glial Growth Factor 2 ("GGF2"). The Bayer revenue
represented reimbursement of the Company's costs under a research protocol
covered by the agreement. Such reimbursement totaled $1.0 million, and was
received in full as of December 31, 1999. As of that date, the Company had
completed its performance obligations with respect to this collaboration (i.e.
the research protocol), and will therefore receive no
9
10
CAMBRIDGE NEUROSCIENCE, INC.
further research funding from Bayer. The Company had no government grants in
1999.
Operating Expenses
Total operating expenses in the three months ended September 30, 2000
decreased by $226,000 compared to the same period in 1999, a decrease of 15%.
This was primarily due to lower research and development costs, by $270,000,
partly offset by higher general and administrative expenses, by $44,000, as
compared to the same period of last year. The decrease in research and
development costs was primarily due to the absence of costs this quarter in the
area of Alzheimer's disease. The Company concluded its research in Alzheimer's
disease in December 1999. The Company had incurred $313,000 in Alzheimer's
research costs in the third quarter of last year. The increase in general and
administrative costs was primarily a result of merger-related professional fees.
Interest Income
Interest income decreased by $14,000, or 10% for the quarter ended
September 30, 2000, compared to the same period in 1999. This decrease was a
result of the decrease in cash and marketable securities due to the use of cash
for operating activities.
Net Loss Per Share
For the quarter ended September 30, 2000, the Company's net loss was lower
by $813,000 or $0.02 per share than in the same period last year. This
difference was primarily the result of higher revenue and lower expenses, both
as described earlier.
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues
In the nine months ended September 30, 2000, the Company's research and
development revenues decreased by $158,000 as compared to the same period in
1999, a decrease of 14%. This decrease was primarily due to the absence of Bayer
revenue in 2000, partly offset by higher Allergan revenue and grant revenue.
Bayer revenue for the first nine months of last year totaled $420,000. Allergan
revenue increased by $187,000 as compared to the same period last year. Grant
revenue pursuant to a Small Business Innovation Research grant totaled $75,000
for the first nine months of 2000. The Company had no grant revenue in 1999.
Operating Expenses
The Company's total operating expenses decreased by $463,000, or 10% as
compared to the same period of last year. Research and development expenses
decreased by $835,000 or 23%, partly offset by an increase of $372,000 in
general and administrative expenses or 43% as compared to the same period of
last year. The decrease in research and development expenses was primarily the
result of the Company having concluded its Alzheimer's disease research program
at the end of 1999. Such research expenses totaled $938,000 during the first
nine months of last year. Partly offsetting this decrease was an increase in
salary costs due to increased research staffing in 2000. The increase in general
and administrative expenses was attributable primarily to merger-related
professional fees and travel.
10
11
CAMBRIDGE NEUROSCIENCE, INC.
Interest Income
Interest income decreased by $48,000, or 11%, compared to the same period
in 1999. This decrease was the result of a decrease in cash and marketable
securities due to the use of cash for operating activities.
Net Loss Per Share
The Company's net loss and net loss per share for the period were lower by
$257,000 or $0.01 per share as compared to the same period of last year. This
difference was primarily the result of lower expenses partly offset by lower
revenues, both as described earlier.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company had cash, cash equivalents and
marketable securities of $7.3 million, compared to $9.8 million at December 31,
1999, a decrease of $2.5 million. The decrease was primarily due to the use of
cash for operating activities and for capital improvements to the Company's lab
and office facility in Norwood, MA.
In December 1998, the Company and Bayer entered into an agreement whereby
Bayer licensed the Company's rights to GGF2, initially for the treatment of
multiple sclerosis. In exchange, the Company received an upfront license fee of
$1.0 million, and during 1999 received $1.0 million for reimbursement of
research costs under a research protocol covered by the agreement.
Under terms of the collaboration, Bayer is responsible for the cost of
research, development and manufacturing for GGF2. In addition, Bayer performs
all such activities, with the exception of certain initial research studies,
which were conducted by the Company and were subject to reimbursement by Bayer.
These initial studies were completed by the Company as of December 31, 1999, and
as of that date, the Company had received all potential reimbursements, totaling
$1.0 million, for such studies. As of December 31, 1999, the Company had no
further responsibility to conduct research studies, and therefore will receive
no further research reimbursement from Bayer.
The Company may receive up to $24.0 million in milestone payments from
Bayer, however, there can be no assurance as to when or if Bayer will achieve
any of the milestones. Bayer may terminate this agreement at any time upon 120
days' written notice.
As discussed in the Company's 1999 Form 10-K filed on March 17, 2000 and
Forms 10-Q for the quarters ended March 31, 2000 and June 30, 2000 filed on May
12, 2000 and August 14, 2000, respectively, Bayer is in the process of
evaluating data from studies it completed in the first quarter of 2000. Based on
results of these studies, Bayer has indicated it is undertaking a comprehensive
review of all available options for further development of GGF2 before
finalizing a decision on further development. No assurance can be given that
there will not be a substantial delay in the development of GGF2 or that Bayer
will continue the development of GGF2.
11
12
CAMBRIDGE NEUROSCIENCE, INC.
Pursuant to a collaborative agreement with Allergan signed in 1996, the
Company received a total of $3.0 million in research funding, $1.0 million per
year, through November 1999. In December 1999, the research collaboration was
renewed for a one-year period through November 2000. Funding for this additional
12-month period is at the rate of $1.25 million. Through September 30, 2000, the
Company had received $1.1 million of this $1.25 million, and expects to receive
the remaining $150,000 in the fourth quarter of 2000. Under this agreement,
Allergan is responsible for the development of potential products and will bear
all associated costs. The collaboration also provides that the Company may
receive up to an additional $18.5 million upon Allergan's achievement of certain
milestones. However, there can be no assurance as to when or if these milestones
will be achieved. Allergan may terminate this agreement upon six months prior
written notice.
In December 1999, the Company completed its funding obligations with
respect to research in the area of Alzheimer's disease. Such research was being
conducted by The Gladstone Institutes under a collaboration agreement signed in
1996. Pursuant to this collaboration, Gladstone conducted a research program
over a three-year period for which the Company provided $1.25 million in funding
per year.
In May 2000, the Company signed a definitive merger agreement with CeNeS
Pharmaceuticals PLC, a Scottish company, whereby the Company will become a
wholly-owned subsidiary of CeNeS. Completion of the merger is subject to
approval of the shareholders of the Company and CeNeS, and other customary
conditions. The merger is expected to be completed in December 2000. CeNeS has
completed the United Kingdom Listing Authority filing requirements. In addition,
CeNeS has filed a Registration Statement on Form F-4 in connection with the
Acquisition. Once the Securities and Exchange Commission has declared that
registration statement effective, the Company and CeNeS anticipate mailing proxy
statements/prospectuses to shareholders of the Company and CeNeS anticipates
mailing proxy statements to the CeNeS shareholders, in each case in November
2000. Shareholder meetings to approve the merger are anticipated to be in
December 2000 for each of CeNeS and the Company. As of September 30, 2000, the
Company has incurred approximately $500,000 in professional fees relating to the
merger, and anticipates incurring an additional $300,000 in fees to complete the
merger.
In conjunction with the merger agreement with CeNeS, the Company's Board of
Directors voted to accelerate the vesting of all unvested Cambridge NeuroScience
stock options as of the merger date. In accordance with FIN 44, this
modification of the original terms of the awards will result in the recognition
of non-cash compensation expense of approximately $259,000, which the Company
will record immediately prior to the merger.
In the fourth quarter of 2000, the Company will begin a phase II clinical
trial of CNS 5161, which is being developed for the treatment of neuropathic
pain. Approximately 40 patients will be enrolled in this trial over a six-month
period. The patient population for this study will be composed of patients who
suffer from chronic neuropathic pain who do not respond to conventional
treatment. The Company will incur approximately $500,000 to conduct this trial.
The Company believes that its cash, cash equivalents and marketable
securities, totaling $7.3 million as of September 30, 2000, will be sufficient
to maintain operations through 2001.
12
13
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by Item 3 is not provided as the disclosure
requirements are not applicable to the Company pursuant to Item 305(e) of
Regulation S-K.
13
14
CAMBRIDGE NEUROSCIENCE, INC.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule for the interim year-to-date period ended
September 30, 2000 (for electronic filing only)
(b) Reports on Form 8-K
None
14
15
CAMBRIDGE NEUROSCIENCE, INC.
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.
CAMBRIDGE NEUROSCIENCE, INC.
Date November 9, 2000 /s/ Robert N. McBurney
- --------------------- -----------------------------------
Robert N. McBurney
President and Chief Executive Officer
(Principal Executive Officer;
Acting Principal Financial Officer)
Date November 9, 2000 /s/ Glenn A. Shane
- --------------------- -----------------------------------
Glenn A. Shane
(Principal Accounting Officer)
15
16
CAMBRIDGE NEUROSCIENCE, INC.
EXHIBIT INDEX
Exhibit
Number Description
27.1 Financial Data Schedule for the interim year-to-date period ended
September 30, 2000 (for electronic filing only)
16