FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
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 0-19732
-------
CORVAS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0238812
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3030 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
(858) 455-9800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark whether the Registrant (l) 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 November 7, 2000, there were 27,067,559 shares of Common Stock,
$0.001 par value, of the Registrant issued and outstanding.
CORVAS INTERNATIONAL, INC.
INDEX
Page
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2000 and
December 31, 1999 (unaudited) 1
Condensed Statements of Operations for the Three and Nine
Months Ended September 30, 2000 and 1999 (unaudited) 2
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and 1999 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
None
Item 3. Defaults Upon Senior Securities 11
None
Item 4. Submission of Matters to a Vote of Security Holders 11
None
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 11
(b) Reports on Form 8-K 11
None
SIGNATURES 12
PART I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CORVAS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
In thousands
(unaudited)
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 1,263 $ 881
Short-term debt securities held to maturity
and time deposits, partially restricted 29,597 20,630
Receivables 196 316
Note receivable from related party 278 278
Deferred offering costs 165 0
Other current assets 547 547
---------- ----------
Total current assets 32,046 22,652
---------- ----------
Debt issuance costs 112 127
Property and equipment, net 1,046 1,110
---------- ----------
$ 33,204 $ 23,889
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 556 $ 993
Accrued liabilities 1,705 1,167
Accrued vacation 231 214
Deferred revenue 750 0
---------- ----------
Total current liabilities 3,242 2,374
---------- ----------
Convertible notes payable 10,770 10,215
Deferred rent 106 25
Stockholders' equity:
Preferred stock - Series A and Series B 0 1
Common stock 21 17
Additional paid-in capital 117,544 102,127
Accumulated deficit (98,479) (90,870)
---------- ----------
Total stockholders' equity 19,086 11,275
Commitments and contingencies
---------- ----------
$ 33,204 $ 23,889
========== ==========
See accompanying notes to condensed financial statements.
1
CORVAS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
In thousands, except per share data
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
REVENUES:
Revenue from collaborative agreements $ 750 $ 1,394 $ 2,513 $ 4,694
License fees and milestones 0 0 2,500 0
Royalties 50 86 117 122
Research grants 56 0 159 0
--------- --------- --------- ---------
Total revenues 856 1,480 5,289 4,816
--------- --------- --------- ---------
COSTS AND EXPENSES:
Research and development 3,370 4,119 10,891 10,901
General and administrative 947 2,929 2,841 4,564
--------- --------- --------- ---------
Total costs and expenses 4,317 7,048 13,732 15,465
--------- --------- --------- ---------
Loss from operations (3,461) (5,568) (8,443) (10,649)
OTHER INCOME (EXPENSE):
Interest income 519 190 1,403 585
Interest expense (190) (43) (569) (43)
--------- --------- --------- ---------
329 147 834 542
--------- --------- --------- ---------
Net loss and other comprehensive loss $ (3,132) $ (5,421) $ (7,609) $(10,107)
========= ========= ========= =========
Basic and diluted net loss per share $ (0.15) $ (0.34) $ (0.37) $ (0.65)
========= ========= ========= =========
Shares used in calculation of basic and
diluted net loss per share 21,221 15,833 20,657 15,371
========= ========= ========= =========
See accompanying notes to condensed financial statements.
2
CORVAS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
In thousands
(unaudited)
Nine Months Ended
September 30,
----------------------
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (7,609) $ (10,107)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 365 424
Amortization of premiums and discounts on investments (901) 55
Amortization of debt issuance costs 14 (1)
Non-cash interest expense on convertible notes payable 555 43
Loss on disposition of property and equipment 0 74
Stock compensation expense 33 724
Change in assets and liabilities:
(Increase) decrease in receivables 120 (55)
Increase in other current assets 0 (238)
Increase in accounts payable, accrued
liabilities and accrued vacation 118 1,309
Increase in deferred revenue 750 0
Increase in deferred rent 81 0
--------- ---------
Net cash used in operating activities (6,474) (7,772)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments held to maturity (35,011) (19,622)
Proceeds from maturity of investments held to maturity 26,945 18,193
Purchases of property and equipment (301) (167)
Loan to related party 0 (125)
--------- ---------
Net cash used in investing activities (8,367) (1,721)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 12,827 3,414
Deferred offering costs (165) 0
Net proceeds from issuance of convertible note payable 0 6,397
Capital contribution 2,561 0
--------- ---------
Net cash provided by financing activities 15,223 9,811
--------- ---------
Net increase in cash and cash equivalents 382 318
Cash and cash equivalents at beginning of period 881 611
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,263 $ 929
========= =========
See accompanying notes to condensed financial statements.
3
CORVAS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(1) The Company
-----------
Corvas International, Inc. (the "Company") was incorporated on March
27, 1987 under the laws of the State of California. In July 1993, the Company
reincorporated in the State of Delaware. The Company is engaged in the
discovery, development and commercialization of novel therapeutics that address
large markets, including cardiovascular disease, stroke and cancer.
(2) Basis of Presentation
---------------------
The interim financial information contained herein is unaudited but, in
management's opinion, includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation. The condensed
financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto for the year ended December 31, 1999
included in the Company's Annual Report on Form 10-K. Results for the interim
periods are not necessarily indicative of results for other interim periods or
for the full year.
(3) Stockholders' Equity
--------------------
In February 2000, 1,000,000 shares of Series A Convertible Preferred
Stock and 250,000 shares of Series B Convertible Preferred Stock held by
Schering-Plough automatically converted into Common Stock after the market price
of the Company's Common Stock exceeded $7.50 and $12.00 per share, respectively,
for 10 consecutive trading days. Each preferred share converted into one share
of Common Stock.
During the first quarter of 2000, certain warrant holders from the
February 1996 financing exercised their warrants, which resulted in total net
proceeds of $10.7 million. A total of 1,980,000 shares of the Company's Common
Stock was issued pursuant to the exercise of these warrants.
(4) Net Loss Per Share
------------------
Net loss per share for the nine months ended September 30, 2000 and
1999 is computed using the weighted-average number of common shares outstanding.
Options and warrants totaling 1,952,000 and 3,835,000 shares were excluded from
the calculation of net loss per share for the nine months ended September 30,
2000 and 1999, respectively, since the effect of their inclusion would be
anti-dilutive. In addition, 3,109,000 shares from the assumed conversion of the
5.5% convertible senior subordinated notes issued in 1999 have been excluded
from the September 30, 2000 calculation, and 1,250,000 shares of convertible
preferred stock have been excluded from the September 30, 1999 calculation,
since their inclusion would be anti-dilutive.
4
(5) Subsequent Event
----------------
In November 2000, the Company sold 5,750,000 shares of Common Stock in
a public offering, which resulted in estimated net proceeds of $107.5 million.
The number of shares sold includes the exercise of the underwriters'
over-allotment option of 750,000 shares.
Pro forma and diluted net loss per share, giving effect as of January
1, 2000 to the 5,750,000 shares of Common Stock issued subsequent to September
30, 2000, would have been $(0.12) and $(0.29), respectively, for the three and
nine months ended September 30, 2000. At September 30, 2000 pro forma cash and
cash equivalents, time deposits and debt securities, including the estimated net
proceeds of the November 2000 offering, would have been $138.4 million. Also as
of September 30, 2000, Common Stock and Additional Paid-in Capital would have
been $27,000 and $225.0 million respectively, on a pro forma basis. No other
balance sheet or statement of operations amounts were affected as a result of
this issuance of stock.
5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM WHAT IS DISCUSSED
IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN OUR ANNUAL REPORT ON FORM
10-K UNDER THE HEADING "RISK FACTORS."
THE TERMS "CORVAS," "WE," "US" AND "OUR" REFER TO CORVAS INTERNATIONAL,
INC.
OVERVIEW
We are a biopharmaceutical company engaged in the discovery,
development and commercialization of novel therapeutics that address large
markets, including cardiovascular disease, stroke and cancer. We currently have
two product candidates in Phase II clinical trials. Our lead product candidate
is UK-279,276, formerly rNIF, a recombinant protein in Phase II clinical trials
for the treatment of reperfusion injury associated with ischemic stroke. Pfizer
Inc., our collaborator for UK-279,276, has completed a Phase IIa clinical trial
in stroke patients and expects to initiate a Phase IIb clinical trial in the
fourth quarter of 2000. Our second product candidate, known as rNAPc2, is a
recombinant protein that we are developing for the prevention of deep vein
thrombosis and pulmonary embolism, and for the treatment of unstable angina. We
recently completed a successful Phase II clinical trial for the prevention of
deep vein thrombosis and pulmonary embolism and, subject to government
regulations, plan to initiate a Phase III clinical trial for this indication in
the second half of 2001. We also have a number of research programs aimed at
developing novel drugs to modulate proteases involved in cancer and other
diseases.
We currently have no products for sale and are focused on research and
development and clinical trial activities. We have not been profitable on an
annual basis since inception and we anticipate that we will incur substantial
additional operating losses over the next several years as we progress in our
research and development programs. To date, we have funded our operations
primarily through the sale of equity and debt securities, payments received from
collaborators and interest income. At September 30, 2000, we had an accumulated
deficit of $98.5 million. We expect our sources of revenue, if any, for the next
several years will continue to primarily consist of payments under collaborative
agreements and interest income. These revenues fluctuate from quarter to quarter
and would decline if any of our current collaborations were to terminate. The
process of developing our product candidates will require significant additional
research and development, preclinical testing and clinical trials, as well as
regulatory approval activities. In particular, if we initiate Phase III clinical
trials for rNAPc2, either independently or with a collaborator, we expect that
our expenses will increase significantly. These activities, together with our
general and administrative expenses, are expected to result in substantial
operating losses for the foreseeable future.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
Our total revenues decreased by $624,000 to $856,000 in the three
months ended September 30, 2000, from $1.5 million in the corresponding period
of 1999. Of this decrease, $394,000 was attributable to the end of the research
and development phase of the hepatitis C program with Schering Corporation, or
Schering-Plough, and $250,000 was attributable to decreased funding from
Schering-Plough since there are now fewer scientists working on the oral
anticoagulant program as compared to 1999. A portion of these decreases was
offset by a $56,000 increase in grant revenue recognized as reimbursement for
costs incurred on our malaria research program.
6
Total costs and expenses decreased by $2.7 million, to $4.3 million
from $7.0 million, comparing the third quarter of 2000 to the third quarter of
1999. Research and development costs, which accounted for 78% of our total
expenses for the three months ended September 30, 2000 and 58% for the same
period in 1999, decreased by $749,000, mainly due to the timing of manufacturing
activities associated with rNAPc2, our proprietary anticoagulant drug candidate.
General and administrative expenses decreased by $2.0 million comparing these
periods, mainly due to a one-time settlement charge of $2.0 million incurred in
1999 associated with the termination of agreements with Vascular Genomics Inc.
Net other income increased to $329,000 in the third quarter of 2000,
from $147,000 in the same period of 1999. This net increase of $182,000 resulted
from increased interest income due to both higher balances available for
investment and higher yields earned thereon. Interest expense of $190,000,
recorded in relation to the 5.5% senior subordinated convertible notes that were
issued in the second half of 1999 in an aggregate principal amount of $10.0
million, partially offset the increase in interest income.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
Total revenues in the nine months ended September 30, 2000 increased by
$473,000, to $5.3 million from $4.8 million in the same period of 1999. This
increase was primarily attributable to a $2.5 million license fee received from
Schering-Plough for the hepatitis C inhibitor program and $159,000 of grant
revenue recognized as reimbursement for costs incurred on our malaria research
program. These increases were partially offset by a $2.2 million decrease in
revenue from collaborative agreements primarily due to the end of research and
development funding from Schering-Plough on the hepatitis C program and a
decrease in funding from Schering-Plough on the oral anticoagulant program.
Other factors contributing to this revenue decrease include the 1999 completion
of research funding from Pfizer Inc. on our ongoing UK-279,276 program
(previously designated rNIF) and the 1999 termination of an option and related
research and development agreement with VGI.
Total costs and expenses decreased by $1.7 million, to $13.7 million in
the first nine months of 2000 from $15.5 million in the same period of 1999.
While research and development expenses were comparable in these two periods,
general and administrative expenses decreased $1.7 million. This decrease was
primarily the result of settlement costs associated with the termination of the
VGI agreements in 1999.
Net other income increased to $834,000 in the nine months ended
September 30, 2000, from $542,000 in the same period of 1999. This net increase
of $292,000 was the result of increased interest income, which was partially
offset by interest expense recorded in relation to the outstanding 5.5% senior
subordinated convertible notes.
We expect that we will continue to incur significant expenses and
operating losses over the next several years as our research and development and
clinical trials progress. We may not be able to raise additional capital that
may be required to fund our operations. We also expect both our expenses and
losses to fluctuate from quarter to quarter and that the fluctuations may, at
times, be substantial.
7
LIQUIDITY AND CAPITAL RESOURCES
Since inception, our operations have been financed primarily through
public offerings and private placements of our debt and equity securities,
payments received through our collaborative agreements, and interest income
earned on cash and investment balances. Our principal sources of liquidity are
cash and cash equivalents, time deposits and short-term debt securities, which,
net of a $385,000 restricted time deposit, totaled $30.5 million as of September
30, 2000. Working capital was $28.8 million at September 30, 2000. Subsequent to
September 30, 2000, we completed a public offering of 5,750,000 shares of our
common stock, resulting in estimated net proceeds of $107.5 million. We invest
available cash in accordance with an investment policy set by our board of
directors, which has established objectives to preserve principal, maintain
adequate liquidity and maximize income. Our policy provides guidelines
concerning the quality, term and liquidity of investments. We presently invest
our excess cash primarily in government-backed debt instruments and, to a
smaller degree, in debt instruments of corporations with strong credit ratings.
During the nine months ended September 30, 2000, net cash of $6.5
million was used in operating activities and net cash of $8.4 million was used
in investing activities. Net cash of $15.2 million was provided by financing
activities, primarily from the exercise of warrants held by certain
institutional investors which resulted in net proceeds of $10.7 million. Other
cash provided by financing activities included $2.1 million from stock option
exercises and $2.6 million of profit recovered from a stockholder's inadvertent
purchase and sale of our stock within a six month period.
In the second half of 1999 we issued and sold, in two private
financings, a total of 2,000,000 shares of our common stock for $2.50 per share
and 5.5% senior subordinated convertible notes due in August 2006, for an
aggregate principal amount of $10.0 million. Total net proceeds of $14.7 million
were raised in these financings. At the option of the note holder, the principal
of both notes is convertible into shares of our common stock at $3.25 per share,
subject to some adjustments. Interest on the outstanding principal amounts of
these notes accretes at 5.5% per annum, compounded semi-annually, with interest
payable upon redemption or conversion. Upon maturity, these notes will have an
accreted value of $14.6 million. Upon maturity or redemption, at our option, the
accreted interest portion of both notes may be paid in cash or in our common
stock priced at the then-current market price. We have agreed to pay any
applicable withholding taxes that may be required in connection with the
accreted interest that are estimated and accrued at 30% of the annual interest.
We may redeem the notes any time after August 18, 2002 upon payment of the
outstanding principal and accreted interest.
In April 1997, we entered into an agreement with Pfizer under which we
have granted Pfizer exclusive development, commercialization and marketing
rights for the development of technology disclosed in specified patent
applications relating to neutrophil inhibition, which includes technology
relating to UK-279,276. Pfizer funded our internal research and development of
UK-279,276 under this collaboration through the first quarter of 1999 and is
responsible for funding all further development of UK-279,276. To date, we have
received $4.4 million from Pfizer under this agreement, and we may receive up to
an additional $27.0 million under this agreement if all future milestones are
achieved but as to which there can be no assurance. We are entitled to receive
milestone payments based on clinical trial progress, submissions for specified
regulatory approvals and commercialization events. If Pfizer commercializes a
product candidate covered by this agreement, we will also be entitled to receive
royalties on product sales.
8
We also have two independent collaborations with Schering-Plough, one
for the design and development of an oral inhibitor of a key protease associated
with hepatitis C virus replication and the other for the discovery and
commercialization of an oral anticoagulant for chronic thrombosis. We commenced
our collaboration with Schering-Plough for the development of treatments for
hepatitis C in June 1997. In May 2000, we amended our original agreement and
licensed selected patents and other intellectual property relating to a key
protease associated with hepatitis C virus replication to Schering-Plough in
consideration for a lump-sum payment of $2.5 million and the right to receive
royalties on product sales, if any. We are entitled to royalties based on
products developed by Schering-Plough for the treatment of hepatitis C, whether
or not such a product incorporates technology licensed from us. However, our
royalties will be lower if any product that is developed is not based on our
technology. We have no further financial responsibility under this agreement and
we are not entitled to any milestone payments.
We have a collaboration with Schering-Plough to identify an
anticoagulant that can be taken in pill form. This collaboration commenced in
December 1994 and is scheduled to terminate in December 2000 unless
Schering-Plough selects a clinical candidate. Schering-Plough has funded our
internal research and development expenses under this agreement. We are entitled
to receive milestone payments based on clinical trial progress, specified
regulatory submissions and approvals and commercialization events, however,
these will only be received in the event Schering-Plough selects a clinical
candidate. If Schering-Plough commercializes a product candidate covered by this
agreement, we will also be entitled to receive royalties on product sales, if
any. We do not expect to receive any additional research funding from
Schering-Plough under this collaboration after this year and we cannot provide
any assurance that Schering-Plough will continue the collaboration after
December 2000. We cannot assure you that existing collaborations will be
successful, that we will receive any future milestones or other payments related
to our agreements, or that our collaborations will continue.
We will continue to incur substantial additional costs in the
foreseeable future due to, among other factors, costs related to ongoing and
planned clinical trial activities and other research and development activities.
Over the next several years, we expect these costs will result in additional
operating losses and negative cash flows from operations. Based on our current
burn rate, we currently believe that our existing capital resources and
projected interest income including the net proceeds of our public offering
completed in November 2000 should be sufficient to satisfy our anticipated
funding requirements for at least the next two years. However, our future
capital requirements will depend on many factors, including:
o the progress and scope of our internally funded research and
development
o the success of our collaborators in developing and marketing
products under their respective collaborations with us
o our ability to establish new collaborations and the terms of
those collaborations
o competing technological and market developments
o the costs we incur in obtaining and enforcing patent and other
proprietary rights or gaining the freedom to operate under the
patents of others
o our success in acquiring and integrating complementary
products, technologies or companies
In the future, we may also receive additional funds from milestone
payments and royalties on sales of products in connection with our agreements.
However, we may not receive any additional amounts under our existing or any
future agreements, and we may not be successful in raising additional capital
through strategic or other financings or through collaborative relationships.
Additionally, our expected cash requirements may vary materially from those now
anticipated.
9
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission, or SEC,
issued Staff Accounting Bulletin No. 101, or SAB 101, "Revenue Recognition in
Financial Statements", which reflects the SEC's views on revenue recognition
related to biotechnology companies. In June 2000, the SEC issued SAB 101B that
delays the implementation date of SAB 101 until no later than the fourth fiscal
quarter of fiscal years beginning after December 15, 1999. SAB 101 provides that
the earnings process must be culminated in order for certain revenues to be
recognized upon receipt. If the specific facts and circumstances do not indicate
this culmination of the earnings process, certain nonrefundable fees received
under our collaborative agreements are required to be deferred and recognized
over the period in which this revenue is deemed to be earned. We are continuing
to evaluate the impact of SAB 101 and we expect that we will have no cumulative
effect of the change in accounting principle as of January 1, 2000.
Implementation of this change in accounting principle affects only prior year
results, for which adjusted amounts will be reported pro forma on the statements
of operations for the years ended December 31, 1999 and 1998. Revenues from
license fees in 2000 have been recognized considering the new accounting
principle.
In March 2000, the Financial Accounting Standards Board, or FASB,
issued FASB Interpretation No. 44, or FIN 44, "Accounting for Certain
Transactions Involving Stock Compensation - an Interpretation of APB Opinion No.
25". FIN 44 was effective July 1, 2000. The implementation of FIN 44 did not
have a significant effect on our financial statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In accordance with our investment policy, we do not invest in
derivative financial instruments or any other market risk sensitive instruments.
Our available cash is primarily invested in short-term, high quality fixed
income investments that are held to maturity. We believe that our interest rate
market risk is limited, and that we are not exposed to significant changes in
fair value because our investments are held to maturity. The fair value of each
investment approximates its amortized cost.
For purposes of measuring interest rate sensitivity, we have assumed
that the similar nature of our investments warrants aggregation. The carrying
amount of all held to maturity investments as of September 30, 2000 is $29.6
million; they have a weighted-average interest rate of 6.3%.
Considering our investment balances as of September 30, 2000, rates of
return and the fixed rate nature of the convertible notes payable that were
issued in the second half of 1999, an immediate 10% change in interest rates
would not have a material impact on our financial condition or results of
operations.
Since the $10.0 million aggregate principal of the 5.5% senior
subordinated convertible notes that we issued is convertible into common stock
at $3.25 per share at the option of the holder, there is underlying market risk
related to an increase in our stock price or an increase in interest rates that
may make conversion of these notes into common stock beneficial to the holder.
Conversion of these 5.5% senior subordinated convertible notes will have a
dilutive effect to our common stock.
10
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are not currently engaged in any legal proceeding that we expect
would materially harm our business or financial condition.
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
In November 2000, we issued and sold a total of 5,750,000 shares of our
common stock at $20.00 per share in an underwritten public offering.
In February 2000, 1,000,000 shares of Series A Convertible Preferred
Stock and 250,000 shares of Series B Convertible Preferred Stock held by
Schering-Plough automatically converted into common stock after the market price
of our common stock exceeded $7.50 and $12.00 per share, respectively, for 10
consecutive trading days. Each share of preferred stock converted into one share
of common stock.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit Number Description
-------------- -----------
10.60 Third Amendment to Amended and Restated
Secured Promissory Note between the Company
and Randall E. Woods and Nancy Saint Woods,
dated as of August 31, 2000.
27.1 Financial Data Schedule.
b. Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
CORVAS INTERNATIONAL, INC.
Date: November 13, 2000 By: /s/ RANDALL E. WOODS
-------------------------------------
Randall E. Woods
President and Chief Executive Officer
Date: November 13, 2000 By: /s/ CAROLYN M. FELZER
-------------------------------------
Carolyn M. Felzer
Senior Director of Finance
Principal Financial Officer
12