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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: JUNE 30, 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: 001-16033
ESPERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3419139
(State of incorporation) (IRS Employer Identification No.)
3621 S. STATE STREET, 695 KMS PLACE
ANN ARBOR, MI 48108
(734) 332-0506
(Address of principal executive offices, including zip
code, and 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.
[X] Yes [ ] No
The number of outstanding shares of the Registrant's common stock, as of
July 19, 2001, was 25,955,227.
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ESPERION THERAPEUTICS, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2001 and
December 31, 2000................................................................. 3
Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2001 and 2000, and the period from inception to June 30, 2001...... 4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30,
2001 and 2000, and the period from inception to June 30, 2001..................... 5
Notes to Condensed Consolidated Financial Statements................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk............................... 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 13
Item 2. Changes in Securities and Use of Proceeds................................................ 13
Item 3. Defaults Upon Senior Securities.......................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders...................................... 13
Item 5. Other Information........................................................................ 13
Item 6. Exhibits and Reports on Form 8-K......................................................... 14
SIGNATURES.......................................................................................... 15
INDEX TO EXHIBITS.................................................................................... 16
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
(A COMPANY IN THE DEVELOPMENT STAGE)
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
in thousands 2001 2000
---------------------------------------------------------------------------------------------------------------
ASSETS: (UNAUDITED)
Current assets:
Cash and cash equivalents $ 53,687 $ 70,228
Short-term investments 7,034 0
Prepaid expenses and other 756 1,112
---------------------------------------------------------------------------------------------------------------
Total current assets 61,477 71,340
---------------------------------------------------------------------------------------------------------------
Furniture and equipment, net 3,242 2,503
Goodwill, net 3,527 3,500
Deposits and other assets 34 534
---------------------------------------------------------------------------------------------------------------
Total assets $ 68,280 $ 77,877
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of long-term debt $ 1,076 $697
Accounts payable 1,409 3,936
Accrued liabilities 4,265 2,526
---------------------------------------------------------------------------------------------------------------
Total current liabilities 6,750 7,159
---------------------------------------------------------------------------------------------------------------
Long-term debt, less current portion 5,129 3,027
Stockholders' equity:
Common stock 26 26
Additional paid-in capital 111,202 110,650
Notes receivable (21) (67)
Accumulated deficit during the development stage (52,695) (40,389)
Deferred stock compensation (2,266) (2,774)
Accumulated other comprehensive income 155 245
---------------------------------------------------------------------------------------------------------------
Total stockholders' equity 56,401 67,691
---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 68,280 $ 77,877
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
(A COMPANY IN THE DEVELOPMENT STAGE)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, INCEPTION TO
----------------------------------------------------------------- JUNE 30,
in thousands except share and per share data 2001 2000 2001 2000 2001
-----------------------------------------------------------------------------------------------------------------------------------
Operating expenses:
Research and development $ 5,391 $ 5,908 $ 10,995 $ 9,764 $ 43,191
General and administrative 1,135 672 2,235 1,623 7,887
Deferred stock amortization 254 243 508 505 1,801
Goodwill amortization 210 0 420 0 670
Purchased in-process research and development 0 0 0 0 4,000
-----------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 6,990 6,823 14,158 11,892 57,549
-----------------------------------------------------------------------------------------------------------------------------------
Operating loss (6,990) (6,823) (14,158) (11,892) (57,549)
-----------------------------------------------------------------------------------------------------------------------------------
Other income (expense):
Interest income 710 314 1,672 665 4,975
Interest expense (189) (48) (312) (177) (812)
Other, net 144 43 492 197 691
-----------------------------------------------------------------------------------------------------------------------------------
Total other income 665 309 1,852 685 4,854
-----------------------------------------------------------------------------------------------------------------------------------
Loss before income taxes (6,325) (6,514) (12,306) (11,207) (52,695)
Provision for income taxes 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
Net loss (6,325) (6,514) (12,306) (11,207) (52,695)
Beneficial conversion feature on preferred stock 0 0 0 (22,870) (22,870)
-----------------------------------------------------------------------------------------------------------------------------------
Net loss attributable to common stockholders $ (6,325) $ (6,514) $ (12,306) $ (34,077) $(75,565)
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Basic and diluted net loss per common share $ (0.24) $ (2.95) $ (0.47) $ (16.28)
-----------------------------------------------------------------
Weighted average common shares 25,953,137 2,208,721 25,924,846 2,093,361
-----------------------------------------------------------------
Pro forma basic and diluted net loss per share $ (0.36) $ (1.96)
-------------- ---------------
Pro forma weighted average common shares 18,023,681 17,383,060
-------------- ---------------
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
JUNE 30, INCEPTION TO
---------------------- JUNE 30,
in thousands 2001 2000 2001
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Cash flows from operating activities:
Net loss $(12,306) $(11,207) $(52,695)
Adjustments to reconcile net loss to net cash
used in operating activities:
Purchased in-process research and development 0 0 4,000
Depreciation and amortization 1,457 834 4,258
Stock-based compensation expense 0 413 688
Decrease in notes receivable 46 15 105
Loss on sale of furniture and equipment 22 0 22
Non-cash interest included in long-term debt 101 72 261
Changes in assets and liabilities:
Prepaid expenses and other (324) (314) (1,718)
Other assets (3) (5) (88)
Accounts payable (2,359) (262) 1,655
Accrued liabilities 1,879 1,638 4,294
--------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (11,487) (8,816) (39,218)
--------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of furniture and equipment (649) (510) (4,417)
Deposit on furniture and equipment 0 (450) (450)
Acquisition of Talaria Therapeutics, Inc. 0 0 (233)
Proceeds from sale of furniture and equipment 2 2 2
Purchases of short term investments (7,034) 0 (7,034)
--------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (7,681) (960) (12,132)
--------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net proceeds from issuance of convertible preferred stock 0 26,871 42,200
Proceeds from the issuance of common stock 105 50 56,383
Proceeds from long-term debt 3,140 0 7,656
Repayments of long-term debt (426) (320) (1,192)
--------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 2,819 26,601 105,047
--------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (192) (44) (10)
--------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (16,541) 16,781 53,687
Cash and cash equivalents at beginning of period 70,228 5,904 0
--------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 53,687 $ 22,685 $ 53,687
--------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 203 $ 142
Income taxes $ 0 $ 0
----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of Esperion Therapeutics, Inc. ("Esperion" or the
"Company") and its subsidiaries, and have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The Company believes that all adjustments, consisting of normal
recurring adjustments considered necessary for a fair presentation, have been
included. The information included in this Form 10-Q should be read in
conjunction with Management's Discussion and Analysis and the consolidated
financial statements and footnotes thereto included in the Company's Form 10-K
for the year ended December 31, 2000.
Operating results for the three- and six-month periods ended June 30, 2001
and 2000 are not necessarily indicative of the results that may be expected for
the full year.
(2) - COMPREHENSIVE LOSS
Comprehensive loss is the total of net loss and all other non-owner changes
in equity. Total comprehensive loss was $6,340,000 and $6,518,000 for the
three-month periods ended June 30, 2001 and 2000, respectively, and $12,396,000
and $11,213,000, for the six-month periods ended June 30, 2001 and 2000,
respectively. The difference between net loss, as reported in the accompanying
condensed consolidated statements of operations, and comprehensive loss is the
foreign currency translation adjustment for the respective periods.
(3) - BASIC, DILUTED AND PRO FORMA LOSS PER SHARE
Basic and diluted net loss per share amounts have been calculated using the
weighted average number of shares of common stock outstanding during the
respective periods. Options for the purchase of 666,026 and 902,395 shares of
common stock, for the three-month periods ended June 30, 2001 and 2000,
respectively, and 763,064 and 838,106 for the six-month periods ended June 30,
2001 and 2000, respectively, were not included in the calculation of diluted net
loss per share as doing so would have been anti-dilutive.
Pro forma basic and diluted net loss per share includes the shares used in
computing basic and diluted net loss per share and the assumed conversion of all
outstanding shares of preferred stock from the original date of issuance.
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ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table presents the calculation of pro forma basic and diluted
net loss per share:
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 2000
------------- -------------
Net loss attributable to common stockholders..................................... $(6,514,000) $(34,077,000)
=========== ============
Shares used in computing basic and diluted net loss per
share.................................................................... 2,208,721 2,093,361
Pro forma adjustment to reflect assumed conversion of
Series A and Series B preferred stock convertible preferred stock........ 7,586,244 7,586,244
Pro forma adjustment to reflect assumed conversion of
Series C and Series D preferred stock convertible preferred stock........ 8,228,716 7,703,455
----------- ------------
Shares used in computing pro forma basic and diluted net loss per share.......... 18,023,681 17,383,060
=========== ============
Pro forma basic and diluted net loss per share .................................. $ (0.36) $ (1.96)
=========== ============
Series C and Series D Preferred Stock
In accordance with EITF 98-5, the Company recorded approximately $22.9
million relating to the beneficial conversion feature of the Series C preferred
stock and Series D preferred stock in the first quarter of 2000 through equal
and offsetting adjustments to additional paid-in capital with no net impact on
stockholders' equity, as the preferred stock was convertible immediately on the
date of issuance. The beneficial conversion feature was considered in the
determination of the Company's net loss per common share amounts in the
applicable periods.
(4) - COMMITMENTS AND CONTINGENCIES
Contingent repurchase of stock
The Company may be required to repurchase approximately 47,000 shares of
common stock that were sold to certain employees and others under the Company's
directed share program as part of the initial public offering. The Company
believes that the maximum liability arising from this repurchase would be
approximately $423,000 plus interest. A liability has not been recorded in the
financial statements, as management believes that the potential repurchase of
these shares is not likely.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion provides an analysis of the Company's condensed
financial condition and results of operations, and should be read in conjunction
with the Company's consolidated financial statements and the notes included in
Item 1 of this Form 10-Q.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations as well as information contained elsewhere in this
report contains "forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are often identified by words such as "may," "believe," "anticipate,"
"planned," "expect," "require," "intend," "assume," and similar expressions. Our
forward-looking statements involve uncertainties and other factors that may
cause our actual results, performance or achievements to be far different from
those suggested by our forward-looking statements. These factors include, but
are not limited to, risks associated with the development of our product
candidates, including regulatory approval; dependence on contract research
organizations, license arrangements and other strategic relationships with third
parties for the research, development, manufacturing and commercialization of
our products; dependence on patents and proprietary rights; procurement,
maintenance, enforcement and defense of the Company's patents and proprietary
rights; risks related to manufacturing; risks associated with the timing and
acceptance of new products by the Company or its competitors; competitive
conditions in the industry; business cycles affecting the markets in which the
Company's products are sold; extraordinary events, such as litigation; risks
inherent in seeking and consummating acquisitions, including the diversion of
management attention to the assimilation of the operations and personnel of the
acquired business; risks relating to the timing of the Company's financing
needs; fluctuations in foreign exchange rates; and economic conditions generally
or in various geographic areas. All of the foregoing factors are difficult to
forecast. More detailed information about these and other factors is set forth
in our other filings with the Securities and Exchange Commission. We do not
intend to publicly update or revise any forward-looking statements to reflect
new information or future events or circumstances.
OVERVIEW
Background
We have devoted substantially all of our resources since we began our
operations in May 1998 to the research and development of pharmaceutical product
candidates for cardiovascular and metabolic diseases. We are a development stage
pharmaceutical company and have not generated any revenues from product sales.
We have not been profitable and have incurred a cumulative net loss of
approximately $52.7 million from inception through June 30, 2001. These losses
have resulted principally from costs incurred in research and development
activities, and general and administrative expenses. We expect to incur
significant additional operating losses for at least the next several years and
until such time as we generate sufficient revenue to offset expenses. Research
and development costs relating to product candidates will continue to increase.
We expect to have increasing manufacturing, sales and marketing costs as we
prepare for the commercialization of our products.
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RESULTS OF OPERATIONS
OPERATING EXPENSES
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------------------- -----------------------------------------
dollars in thousands 2001 2000 % CHANGE 2001 2000 % CHANGE
--------------------------------------------------------------------------------------------------------------------------
Research and development $5,391 $5,908 -8.8% $10,995 $9,764 12.6%
% of total 77.2% 86.6% 77.7% 82.1%
General and administrative $1,135 $ 672 68.9% $ 2,235 $1,623 37.7%
% of total 16.2% 9.8% 15.8% 13.7%
Deferred stock amortization $ 254 $ 243 4.5% $ 508 $ 505 0.6%
% of total 3.6% 3.6% 3.5% 4.2%
Goodwill amortization $ 210 $ 0 *** $ 420 $ 0 ***
% of total 3.0% 0.0% 3.0% 0.0%
Three Months Ended June 30, 2001 and 2000
Research and Development Expenses. Research and development expenses include
all payroll costs and payments to third parties attributable to research and
development activities, as well as an allocation of overhead expenses incurred
by the Company. Research and development expenses decreased to approximately
$5.4 million for the three months ended June 30, 2001 compared to approximately
$5.9 million for the three months ended June 30, 2000. This 8.8% decrease is
primarily due to lower manufacturing costs related to clinical trials, as well
as lower costs related to pre-clinical development of our biopharmaceutical
product candidates in the second quarter of 2001.
General and Administrative Expenses. General and administrative expenses
include the cost of salaries, employee benefits, and other payroll costs
associated with the Company's finance, accounting, human resources, legal,
administrative and executive management functions. General and administrative
expenses also included an allocation of overhead expenses incurred by the
Company. General and administrative expenses increased to approximately $1.1
million for the three months ended June 30, 2001 compared to approximately
$672,000 for the three months ended June 30, 2000. This 68.9% increase resulted
from expenses related to the Company's first annual reporting cycle as a public
company, as well as higher payroll and related costs due to the expansion in
headcount as compared to the prior year.
Deferred Stock Amortization. Deferred stock amortization relates to the
amortization of deferred costs for stock options granted prior to the Company's
initial public offering. These costs are being amortized over the vesting period
of the underlying options, generally four years. Deferred stock amortization was
approximately $254,000 for the three months ended June 30, 2001 compared to
approximately $243,000 for the three months ended June 30, 2000. We expect this
amortization expense to begin to decline in 2003 and end in 2004.
Goodwill Amortization. Goodwill amortization includes the amortization of
purchase price in excess of net assets on the Company's September 2000
acquisition of Talaria and the milestone payments made to date. The Company is
amortizing this goodwill over five years, which represents the period estimated
to be benefited from the acquisition, after considering such factors as product
development timelines, revenue potential, competition and patent life.
Other Income, Net. Other income, net consists of interest income (expense),
foreign currency transaction gain (loss), and gain (loss) on the disposal of
property and equipment. Interest income increased to approximately $710,000 for
the three months ended June 30, 2001 compared to approximately $314,000 for the
three months ended June 30, 2000. The increase is attributable to higher levels
of cash and cash equivalents available for investment in
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2001 as a result of the investment of cash raised in the Company's initial
public offering in August 2000. Interest expense for the three months ended June
30, 2001 and 2000 was approximately $189,000 and $48,000, respectively, and
represents interest incurred on equipment financing facilities and a special
project loan. During the three months ended June 30, 2001 and 2000, we recorded
approximately $144,000 and $44,000, respectively, of foreign currency
transaction gains on transactions denominated in various currencies of European
countries.
Net Loss. The net loss was approximately $6.3 million for the three months
ended June 30, 2001 compared to approximately $6.5 million for the three months
ended June 30, 2000. The decrease reflects decreases in research and development
expenses, offset in part by the increases in general and administrative expenses
and the increase in interest income.
Six Months Ended June 30, 2001 and 2000
Research and Development Expenses. Research and development expenses include
all payroll costs and payments to third parties attributable to research and
development activities, milestone payments under certain license agreements, and
an allocation of overhead expenses incurred by the Company. Research and
development expenses increased to approximately $11.0 million for the six months
ended June 30, 2001 compared to approximately $9.8 million for the six months
ended June 30, 2000. This 12.6% increase is primarily due to the costs
associated with developing our product candidates, including the costs of
running our AIM trial which was completed in March 2001, and our LUV clinical
trial which began in December 2000 and completed enrollment in the second
quarter of 2001. In addition, the increase resulted from higher manufacturing
costs in preparation for upcoming clinical trials for the RLT Peptide and LUV
product candidates.
General and Administrative Expenses. General and administrative expenses
include the cost of salaries, employee benefits, and other payroll costs
associated with the Company's finance, accounting, human resources, legal,
administrative and executive management functions. General and administrative
expenses increased to approximately $2.2 million for the six months ended June
30, 2001 compared to approximately $1.6 million for the six months ended June
30, 2000. This 37.7% increase resulted from expenses related to the Company's
first annual reporting cycle as a public company, as well as higher payroll and
related costs due to the expansion in headcount as compared to the prior year.
Other Income, Net. Other income, net consists of interest income (expense),
foreign currency transaction gain (loss), and loss on the disposal of property
and equipment. Interest income increased to approximately $1.7 million for the
six months ended June 30, 2001 compared to approximately $665,000 for the six
months ended June 30, 2000. The increase is attributable to higher levels of
cash and cash equivalents available for investment in 2001 as a result of the
investment of cash raised in the Company's initial public offering in August
2000. Interest expense for the same periods was approximately $312,000 and
$177,000, respectively, and represents interest incurred on equipment financing
facilities and a special project loan. During the six months ended June 30, 2001
and 2000, we recorded approximately $520,000 and $197,000, respectively, of
foreign currency transaction gains on transactions denominated in various
currencies of European countries. The loss on the disposal of property and
equipment was approximately $24,000 for the six months ended June 30, 2001.
Net Loss. The net loss was approximately $12.3 million for the six months
ended June 30, 2001 compared to approximately $11.2 million for the six months
ended June 30, 2000. The increase reflects increases in research and development
and general and administrative expenses, offset in part by the increase in
interest income.
Net Loss Attributable to Common Stockholders. The net loss attributable to
common stockholders for the six months ended June 30, 2000 includes a one-time
$22.9 million charge related to the beneficial conversion feature on the series
C and series D convertible preferred stock. The total of the non-cash beneficial
conversion feature was reflected through equal and offsetting adjustments to
additional paid-in-capital with no net impact on stockholders' equity. The
beneficial conversion feature was considered in the determination of our loss
per common share amounts.
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LIQUIDITY AND CAPITAL RESOURCES
In August 2000, the Company completed an initial public offering of its
stock, which resulted in the issuance of 6,000,000 shares of common stock at
$9.00 per share. In September 2000, an additional 900,000 shares were sold by
the Company at $9.00 per share to cover the underwriters' over-allotment. Net
proceeds to the Company from the offering were approximately $56.2 million,
after deducting the underwriting discount and offering expenses. As of June 30,
2001, the Company had cash and cash equivalents of approximately $53.7 million
and short-term investments of approximately $7.0 million. Our investment policy
emphasizes liquidity and preservation of principal over other portfolio
considerations. We select investments that maximize interest income to the
extent possible by investing cash in short-term, investment-grade,
interest-bearing securities. We believe that our current cash position, along
with available borrowings under our credit facilities will be sufficient to fund
our operations and capital expenditures until the end of 2002.
During the six months ended June 30, 2001 and 2000, net cash used in
operating activities was approximately $11.5 million and $8.8 million,
respectively. This cash was used to fund our net losses for the periods,
adjusted for non-cash expenses and changes in operating assets and liabilities.
Net cash used in investing activities for the six months ended June 30, 2001
and 2000 was approximately $7.7 million and $960,000, respectively. The net cash
used in investing activities for the six months ended June 30, 2001 resulted
primarily from the purchases of short term investments totaling approximately
$7.0 million, and approximately $649,000 from the acquisition of laboratory
equipment, furniture and fixtures and office equipment. The net cash used in
investing activities for the six months ended June 30, 2000 resulted primarily
from the acquisition of laboratory equipment, furniture and fixtures and office
equipment.
Net cash proceeds from financing activities were $2.8 million and $26.6
million for the six months ended June 30, 2001 and 2000, respectively. The net
cash proceeds from financing activities for the six months ended June 30, 2001
resulted primarily from $3.1 million of additional borrowings on the special
project loan and equipment term loans, and $105,000 raised from the issuance of
common stock to employees as part of the Company's equity compensation plans.
The proceeds were partially offset by $426,000 of cash used to repay borrowings
under equipment loans. Also, the Company issued 58,626 shares of common stock to
Talaria stockholders for the payment of a milestone achieved in January 2001.
The net cash proceeds from financing activities for the six months ended June
30, 2000 resulted primarily from the issuance of preferred stock of
approximately $26.9 million, and approximately $50,000 raised from the issuance
of common stock to employees as part of the Company's equity compensation plans.
The proceeds were partially offset by approximately $320,000 of cash used to
repay borrowings under equipment loans. We anticipate that our capital
expenditures for the next twelve months will be approximately $2.5 million.
As of June 30, 2001, we had approximately $495,000 outstanding under an
equipment term loan with a U.S. bank. Borrowings under the term loan bear
interest at the bank's prime rate plus 1.0%. In addition, we have a second
equipment term loan with another U.S. bank. Outstanding borrowings under this
equipment term loan have a weighted average interest rate of approximately 12%
and amounted to approximately $2.1 million as of June 30, 2001. We also have a
special project loan with a Swedish entity with outstanding borrowings totaling
37 million Swedish kronor (approximately $3.6 million of which was outstanding
as of June 30, 2001) that may only be used to finance the development of our AIM
product candidate. If a related product is not developed or does not succeed in
the market, our obligation to repay the loan may be forgiven. Borrowings under
the Swedish credit facility bear interest at 17.0%, of which 9.5% is payable
quarterly. The remaining 7.5% of interest together with principal are payable in
five equal annual installments starting December 2004. The Company has $13
million Swedish kronor (approximately $1.3 million as of June 30, 2001)
available under this special project loan that is available upon the achievement
of certain product development milestones.
We lease our corporate and research and development facilities under
operating leases expiring at various times through December 2003. Minimum annual
payments under these leases for the next twelve months are approximately
$490,000 as of June 30, 2001.
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We expect that our operating expenses and capital expenditures will increase
in future periods in part because of our intent to hire additional research and
development, clinical testing and administrative staff. Our capital expenditure
requirements will depend on numerous factors, including the progress of our
research and development programs, the time required to file and process
regulatory approval applications, the development of commercial manufacturing
capability, the ability to obtain additional licensing arrangements, and the
demand for our product candidates, if and when approved by the FDA or other
regulatory authorities.
INCOME TAXES
As of June 30, 2001, we had operating loss carryforwards of approximately
$36.2 million. These net operating loss carryforwards begin to expire in 2018.
Additionally, utilization of net operating loss carryforwards may be limited
under Section 382 of the Internal Revenue Code. These and other deferred income
tax assets are fully reserved by a valuation allowance as management has
determined that it is more likely than not that the deferred tax assets will not
be realized.
EMPLOYEES
As of June 30, 2001, we had 70 full-time employees. Of these employees, 54
were engaged in research, preclinical and clinical development, regulatory
affairs, intellectual property activities, and/or manufacturing activities and
16 were engaged in finance and general administrative activities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates primarily
to the increase or decrease in the amount of interest income we can earn on our
investment portfolio and on the increase or decrease in the amount of interest
expense we must pay with respect to our various outstanding debt instruments.
Under our current policies, we do not use interest rate derivative instruments
to manage our exposure to interest rate changes. We ensure the safety and
preservation of our invested principal funds by limiting default risks, market
risk and reinvestment risk. We mitigate default risk by investing in investment
grade securities. A hypothetical 100 basis point adverse move in interest rates
along the entire interest rate yield curve would not materially affect the fair
value of our interest sensitive financial instruments at June 30, 2001. Declines
in interest rates over time will, however, reduce our interest income while
increases in interest rates over time will increase our interest expense.
Although currency fluctuations are currently not a material risk to our
operating results, we have and will continue to monitor our exposure to currency
fluctuations and when appropriate, we may use financial hedging techniques to
minimize the effect of these fluctuations in the future. We cannot ensure that
exchange rate fluctuations will not harm our business in the future.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In August 2000, the Company completed an initial public offering of its
common stock, raising net proceeds of approximately $56.2 million. The Company
invested the net proceeds from the initial public offering in short-term,
investment-grade, interest-bearing securities. These proceeds, as well as
proceeds from earlier private placements, are being used to fund research and
development, payments under current licensing agreements, and for other working
capital and general corporate purposes, including employee compensation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on May 22, 2001.
At the Annual Meeting, the stockholders of the Company (1) elected Henry E.
Blair and re-elected Dr. Seth A. Rudnick as Directors of the Company, each to
hold office until the Annual Meeting of Stockholders to be held in 2004 and
until their respective successors are elected and qualified; (2) approved the
amendment and restatement of the Company's 2000 Equity Compensation Plan; and
(3) ratified the Board of Directors' appointment of Arthur Andersen LLP as the
independent public accountants of the Company for the fiscal year ending
December 31, 2001. The votes were as follows:
WITHHELD BROKER
FOR OR AGAINST ABSTAINED NON-VOTES
-----------------------------------------------------------------------------------------------------------------
(1) Election of Directors:
Henry E. Blair 18,895,300 3,162 - -
Dr. Seth A. Rudnick 18,895,100 3,362 - -
(2) Amendment to and restatement of
2000 Equity Compensation Plan: 17,294,885 1,578,655 24,922 -
(3) Ratification of appointment of
Arthur Andersen LLP: 18,556,879 7,750 333,833 -
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
NUMBER EXHIBIT
--------------------------------------------------------------------------------
10.31 Master Loan and Security Agreement between Transamerica Business
Credit Corporation and Esperion Therapeutics, Inc. dated as of
December 27, 2000.
10.32 Form of Amendment to Restricted Stock Purchase Agreement.
(B) REPORTS ON FORM 8-K
Not applicable.
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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.
Dated: July 26, 2001 ESPERION THERAPEUTICS, INC.
(Registrant)
By: /s/ Roger S. Newton
------------------------------------------------
Roger S. Newton
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Timothy M. Mayleben
------------------------------------------------
Timothy M. Mayleben
Vice President and Chief Financial Officer
(Principal Financial Officer)
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INDEX TO EXHIBITS
NUMBER EXHIBIT
--------------------------------------------------------------------------------
10.31 Master Loan and Security Agreement between Transamerica Business
Credit Corporation and Esperion Therapeutics, Inc. dated as of
December 27, 2000.
10.32 Form of Amendment to Restricted Stock Purchase Agreement.
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