UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
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 33-14582
PAINEWEBBER R&D PARTNERS II, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3437420
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 713-2000
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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 [_]
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SPECIAL NOTE REGARDING
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Except for the historical information
contained herein, the matters discussed herein are forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of PaineWebber R&D Partners II, L.P. or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: general economic and business conditions; fluctuations in the
value of securities for which only a limited, or no, public market exists; the
Sponsor Companies (hereinafter defined) having insufficient funds to
commercialize products to their maximum potential; the restructuring of Sponsor
Companies; the dependence of PaineWebber R&D Partners II, L.P. on the skills of
certain scientific personnel; and the dependence of PaineWebber R&D Partners II,
L.P. on the General Partner (hereinafter defined).
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
FORM 10-Q
SEPTEMBER 30, 2001
Table of Contents
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Statements of Financial Condition (unaudited) at 2
September 30, 2001 and December 31, 2000
Statements of Operations
(unaudited) for the three months and nine months
ended September 30, 2001 and 2000 3
Statement of Changes in Partners' Capital
(unaudited) for the nine months
ended September 30, 2001 4
Statements of Cash Flows
(unaudited) for the nine months
ended September 30, 2001 and 2000 5
Notes to Financial Statements
(unaudited) 6-10
Item 2. Management's Discussion and Analysis of Financial 11-12
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
All schedules are omitted either because they are not applicable or the
information required to be submitted has been included in the financial
statements or notes thereto.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF FINANCIAL CONDITION
(unaudited)
SEPTEMBER 30, DECEMBER 31,
2001 2000
- --------------------------------------------------------------------------------------------------------
Assets:
Cash $ 6,998 $ 6,998
Marketable securities, at market value 9,912,762 1,018,977
Royalty income receivable - 1,893,334
----------------- -----------------
Total assets $ 9,919,760 $ 2,919,309
================= =================
Liabilities and partners' capital:
Due to CPI Holders $ 519,286 $ -
Accrued liabilities 232,921 146,657
----------------- -----------------
752,207 146,657
Partners' capital 9,167,553 2,772,652
----------------- -----------------
Total liabilities and partners' capital $ 9,919,760 $ 2,919,309
================= =================
- --------------------------------------------------------------------------------------------------------
See notes to financial statements.
2
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 2000
- --------------------------------------------------------------------------------------------------------
Revenues:
Interest income $ 74,935 $ 93,674
Income from product development projects 2,826 1,420,274
----------------- -----------------
77,761 1,513,948
----------------- -----------------
Expenses:
General and administrative costs 221,669 414,918
----------------- -----------------
Net income (loss) $ (143,908) $ 1,099,030
================= =================
Net income (loss) per partnership unit:
Limited partners (based on 8,257 units) $ (17.25) $ 131.77
General partner $ (1,439.08) $ 10,990.30
========================================================================================================
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 2000
- --------------------------------------------------------------------------------------------------------
Revenues:
Interest income $ 198,225 $ 170,253
Income from product development projects 6,542,570 11,843,742
----------------- -----------------
6,740,795 12,013,995
----------------- -----------------
Expenses:
General and administrative costs 345,894 705,852
----------------- -----------------
Net income $ 6,394,901 $ 11,308,143
================= =================
Net income per partnership unit:
Limited partners (based on 8,257 units) $ 766.74 $ 1,355.83
General partner $ 63,949.01 $ 113,081.43
- --------------------------------------------------------------------------------------------------------
See notes to financial statements.
3
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(unaudited)
LIMITED GENERAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 PARTNERS PARTNER TOTAL
- -----------------------------------------------------------------------------------------------------------------------------
Balance at January 1, 2001 $ 2,740,843 $ 31,809 $ 2,772,652
Net income 6,330,952 63,949 6,394,901
----------------- ----------------- ----------------
Balance at September 30, 2001 $ 9,071,795 $ 95,758 $ 9,167,553
================= ================= ================
- -----------------------------------------------------------------------------------------------------------------------------
See notes to financial statements.
4
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 2000
- --------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 6,394,901 $ 11,308,143
Adjustments to reconcile net income to cash
provided by operating activities:
(Increase) decrease in operating assets:
Marketable securities (8,893,785) (2,128,849)
Royalty income receivable 1,893,334 (315,344)
Increase (decrease) in operating liabilities:
Accrued liabilities 86,264 (14,506)
Due to CPI Holders 519,286 -
Other liability - 325,000
----------------- -----------------
Cash provided by operating activities - 9,174,444
Cash flows from financing activities:
Distributions to partners - (9,174,444)
----------------- -----------------
Increase in cash - -
Cash at beginning of period 6,998 6,998
----------------- -----------------
Cash at end of period $ 6,998 $ 6,998
================= =================
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Supplemental disclosure of cash flow information:
The Partnership paid no cash for interest or taxes during the nine months ended
September 30, 2001 and 2000
- --------------------------------------------------------------------------------------------------------
See notes to financial statements.
5
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BUSINESS
The financial information as of September 30, 2001 and for the periods
ended September 30, 2001 and 2000 is unaudited. The General Partner intends to
distribute the Partnership's assets to the Partners and dissolve the Partnership
by December 31, 2001. The Partnership expects to incur additional costs in
connection with its planned dissolution. These costs have been accrued as
expenses in the accompanying financial statements. The anticipated dissolution
of the Partnership has had no effect on the carrying value of the Partnership's
assets. These financial statements should be read in conjunction with the most
recent annual report of the Partnership on Form 10-K for the year ended December
31, 2000 and the previously issued quarterly report on Form 10-Q for the quarter
ended June 30, 2001.
The Partnership is a Delaware limited partnership that commenced
operations on September 30, 1987 with a total of $72.0 million available for
investment. PWDC Holding Company (the "Manager") is the general partner of
PaineWebber Technologies II, L.P. (the "General Partner"), which is the general
partner of the Partnership. PWDC Holding Company is a wholly-owned subsidiary of
Paine Webber Development Corporation ("PWDC"), an indirect, wholly-owned
subsidiary of UBS Americas Inc. (formerly, Paine Webber Group Inc. ("PWG")).1
- ------------------------
1 On November 3, 2000, pursuant to the Agreement and Plan of Merger dated as
of July 12, 2000 by and among PWG, UBS AG and UBS Americas Inc., PWG merged with
and into UBS Americas Inc. The General Partner does not expect this transaction
to have a material effect on the Partnership.
6
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE 1 CONTINUED)
The following table sets forth the proportion of each distribution to
be received by limited partners of the Partnership (the "Limited Partners") and
the General Partner (collectively the "Partners"). All distributions to the
individual Limited Partners have been made pro rata in accordance with their
individual capital contributions.
LIMITED GENERAL
PARTNERS PARTNER
-------- -------
I. Until the value of the aggregate distributions for each
limited partnership unit ("Unit") equals $10,000 plus
simple interest on such amount accrued at 7% per annum
for each Unit sold at the Initial Closing (6% per annum
for each subsequent Unit sold up to the 5,000th Unit and
5% per annum for each Unit sold thereafter)
("Contribution Payout"). At September 30, 2001,
Contribution Payout ranged from $16,125 per Unit to
$19,800 per Unit ................................................ 99% 1%
II. After Contribution Payout and until the value of the
aggregate distributions for each Unit equals $50,000
("Final Payout") ................................................ 80% 20%
III. After Final Payout .............................................. 75% 25%
Effective May 31, 2001, the Partnership distributed to the Partners its
rights to receive contingent payments from Centocor, Inc. and Genzyme
Corporation (see Note 5). The General Partner valued these rights as of this
date at $2,601 per Unit. As of September 30, 2001, the Partnership has made cash
and security distributions, as valued on the dates of distribution, since
inception of $5,856 and $9,807 per Unit, respectively.
Profits and losses of the Partnership are allocated as follows: (i)
until cumulative profits and losses for each Unit equals Contribution Payout,
99% to Limited Partners and 1% to the General Partner, (ii) after Contribution
Payout and until cumulative profits and losses for each Unit equals Final
Payout, 80% to Limited Partners and 20% to the General Partner, and (iii) after
Final Payout, 75% to Limited Partners and 25% to the General Partner. As of
September 30, 2001, the cumulative profit for the Partnership was $1,716 per
Unit.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States which require management to
make certain estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.
7
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE 2 CONTINUED)
Marketable securities consist of a money market fund which is recorded
at market value. Marketable securities are not considered cash equivalents for
the Statements of Cash Flows.
3. MARKETABLE SECURITIES
As of September 30, 2001 and December 31, 2000, the Partnership had
invested $9,912,762 and $1,018,977, respectively, in a money market fund.
4. RELATED PARTY TRANSACTIONS
The money market fund invested in by the Partnership is managed by an
affiliate of UBS PaineWebber Inc. ("PWI").
PWDC and PWI, and its affiliates, have acted in an investment banking
capacity for several of the Sponsor Companies. In addition, PWDC and its
affiliates have had direct limited partnership interests in some of the same
Projects as the Partnership.
5. PRODUCT DEVELOPMENT PROJECTS
On January 31, 1997, pursuant to the provisions of the Partnership
Purchase Option Agreement between Centocor, Inc. ("Centocor") and the
Partnership, Centocor exercised its option to purchase the limited partnership
interests of Centocor Partners III, L.P. ("CP III"). The Partnership owned 22
Class A limited partnership units and 111 Class C limited partnership units. As
a result, the Partnership was entitled to receive future quarterly payments (the
"Centocor CPIs") through 2007 based on sales of ReoPro(TM), a drug developed by
CP III. Effective May 31, 2001, the Partnership distributed the Centocor CPIs to
its Partners in accordance with the distribution provisions pursuant to its
Partnership Agreement as summarized in Note 1. For the nine months ended
September 30, 2001 and 2000, the Partnership recognized income from Centocor
CPIs of $2,548,884 and $4,584,244, respectively.
Pursuant to the terms of the Partnership Purchase Agreement among
Genzyme Corporation ("Genzyme"), Genzyme Development Partners ("GDP"), Genzyme
Development Corporation and the Class A Limited Partners of GDP (including the
Partnership), Genzyme exercised its option to purchase the Class A limited
partnership interests of GDP on January 12, 2001. The purchase price consisted
of an advance payment price of $35,000 per Class A limited partnership interest
plus royalties on the sale of Sepra products for ten years (the "Genzyme CPIs")
commencing with the first calendar quarter of 2001. In January 2001 the
Partnership received $3,885,000 as the owner of 111 Class A limited partnership
interests. Effective May 31, 2001, the Partnership distributed the Genzyme CPIs
to its Partners in accordance with the distribution provisions pursuant to its
Partnership Agreement as summarized in Note 1. (The Partners receiving the
Centocor CPIs and Genzyme CPIs referred to as the CPI Holders.)
8
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE 5 CONTINUED)
For the nine months ended September 30, 2001 the Partnership recorded income
from the Genzyme CPIs in the amount of $3,993,686.
In September 2001 the Partnership received proceeds from the Centocor
CPIs and Genzyme CPIs totalling $519,286. Such amount is applicable to income
accrued for June 2001 which is payable to the CPI Holders.
PWDC will receive future Centocor CPI and Genzyme CPI payments and make
quarterly distributions to the Partners with the exception of Partners owning
more than 5% of the Units (the "5% Partners") who will receive their allocable
share of the Centocor CPI and Genzyme CPI payments directly from Centocor and
Genzyme.
6. INCOME TAXES
The Partnership is not subject to federal, state or local income taxes.
Accordingly, individual Partners are required to report their distributive share
of realized income and loss on their respective federal and state income tax
returns.
7. LEGAL PROCEEDING
On July 12, 1995, the Partnership commenced a derivative action against
Centocor and Centocor Development Corporation III in the Chancery Court of
Delaware (the "Court") arising from certain agreements entered into by Centocor
and Eli Lilly & Company in July 1992. In June 1997, the parties to the
Partnership's action entered into an agreement to settle the action which
provided, among other things, for Centocor to pay to CP III investors (including
the Partnership, a former limited partner in CP III) in the aggregate: $10.8
million, net of attorneys' fees and expenses as may be awarded by the Court (the
"Initial Payment"); an additional $5.0 million, if and when cumulative
world-wide sales of ReoPro exceed $600 million (the "Milestone Payment"); and
possible additional payments totaling $2.2 million, depending upon regulatory
developments in Japan. The agreement further provided for revisions to the
ReoPro royalties payable by Centocor to CP III investors through 2007 (the
"Retroactive Payments"). On March 15, 1999, the Court issued a memorandum
opinion and order approving the settlement as fair and reasonable. On January
31, 2000, the Court awarded legal fees and expenses relating to the Centocor
litigation of approximately $1,476,000 to the Partnership's counsel plus
interest at the statutory rate. PWDC, which had advanced the funds necessary to
pay the Partnership's legal fees and expenses relating to this litigation, was
reimbursed its applicable share of this award in the amount of $1,244,000. Legal
fees and expenses in the amount of $650,000 together with interest at the
statutory rate was awarded to
9
PAINEWEBBER R&D PARTNERS II, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 CONTINUED
counsel for certain objectors to the settlement. On February 17, 2000, the Court
signed an order of final judgment resolving all settlement matters regarding the
litigation with Centocor. During the nine months ended September 30, 2000, the
Partnership received $3,195,190 representing its allocable share of the Initial
Payment and the amount of $4,064,308 representing the Partnership's allocable
share of the Milestone Payment and the Retroactive Payments due for the years
1997 through 1999. These settlement payments of $7,259,498 have been included as
income from product development projects for the nine months ended September 30,
2000, in the accompanying financial statements.
8. SUBSEQUENT EVENT
On October 11, 2001, the Partnership remitted a cash distribution to
its Partners in the amount of $3,853,267 ($462 per Unit; $38,533 to the General
Partner).
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
Partners' capital increased from $2.8 million at December 31, 2000, to
$9.2 million at September 30, 2001, resulting from the recognition of net income
of $6.4 million (as more fully explained in Results of Operations below).
The Partnership's funds are invested in a money market fund until cash
is needed to pay for the expenses incurred in connection with the dissolution of
the Partnership or upon the remittance of cash distributions to the Partners.
Liquid assets increased from $1.0 million at December 31, 2000 to $9.9 million
at September 30, 2001, resulting primarily from the sale by the Partnership of
its interest in GDP for proceeds of $3.9 million and the receipt of quarterly
payments due from the Centocor and Genzyme CPIs aggregating $5.1 million.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2000:
Net income (loss) for the quarters ended September 30, 2001 and 2000
was $(0.1) million and $1.1 million, respectively. The unfavorable variance was
due primarily to a decrease in revenues of $1.4 million offset by a decrease in
expenses of $0.2 million.
Revenues for the three months ended September 30, 2001 and 2000 were
$0.1 million and $1.5 million, respectively. Income from product development
projects for the three months ended September 30, 2000 of $1.4 million resulted
from the Partnership's accrual of income due in connection with the Centocor
CPIs. The Partnership distributed the Centocor CPIs (as well as the Genzyme
CPIs) effective May 31, 2001 and, therefore, recognized no income from product
development projects for the quarter ended September 30, 2001. Interest income
earned on money market funds was $0.1 million for these periods.
Expenses decreased from $0.4 million for the three months ended
September 30, 2000 to $0.2 million for this same period ended September 30,
2001. During 2000, the Partnership entered into an agreement whereby the
Partnership intended to sell a portion of its investment in the Centocor CPIs to
a third party. Upon termination of the agreement on July 15, 2000, the
Partnership was obligated to pay a termination fee in the amount of $0.3 million
which has been reflected as an expense for the quarter ended September 30, 2000.
The Partnership's financial statements for the quarter ended September 30, 2001
include the accrual of expenses in the amount of $0.1 million related to the
Partnership's anticipated dissolution by December 31, 2001.
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2000:
Net income decreased from $11.3 million for the nine months ended
September 30, 2000 to $6.4 million for the same period ended September 30, 2001
resulting from a decrease in revenues of $5.3 million offset by a decrease in
expenses of $0.4 million.
Revenues for the nine months ended September 30, 2001 and 2000 of $12.0
million and $6.7 million consisted primarily of income from product development
projects. For the nine months ended September 30, 2001 the Partnership received
proceeds of $3.9 million upon its sale of its interest in GDP
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
and recognized income of $2.7 million from the Genzyme CPIs and Centocor CPIs.
During this same period in 2000 the Partnership (as a former limited partner of
CP III) received payments due, pursuant to a settlement agreement with Centocor,
in the amount of $7.3 million In addition, the Partnership received and/or
accrued quarterly payments from Centocor in regard to its investment in the
Centocor CPIs of $4.5 million.
Expenses for the nine months ended September 30, 2001 and 2000 were
$0.3 million and $0.7 million. Expenses for this period in 2000 included
increased legal fees incurred with respect to the proposed sale of Centocor CPIs
as well as the accrual of liquidating damages of $0.3 million due upon
termination of an agreement to sell the Centocor CPIs (see three months ended
September 30, 2001 compared to the three months ended September 30, 2000).
12
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS:
None
b) REPORTS ON FORM 8-K:
None
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 14th day of
November 2001.
PAINEWEBBER R&D PARTNERS II, L.P.
By: PaineWebber Technologies II, L.P.
(General Partner)
By: PWDC Holding Company
(general partner of the General Partner)
By: /s/ Stephen R. Dyer
----------------------------------
Stephen R. Dyer
President*
By: /s/ Robert J. Chersi
----------------------------------
Robert J. Chersi
Principal Financial and Accounting Officer*
* The capacities listed are with respect to PWDC Holding Company, the
Manager, as well as PWDC, the parent company of the Manager.
14