<PAGE> 1
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 June 30, 1997
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from __________ to __________
Commission file number 0-26758
ALKERMES CLINICAL PARTNERS, L.P.
-------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 043-145043
- ------------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
64 Sidney Street, Cambridge, MA 02139-4136
- -------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 494-0171
----------------------------
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address, and former fiscal year,
if changed since last report
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
--- ---
<PAGE> 2
ALKERMES CLINICAL PARTNERS, L.P.
INDEX
-----
Page No.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
-June 30, 1997 and December 31, 1996
Statements of Operations 4
-Three months ended June 30, 1997 and 1996
-Six months ended June 30, 1997 and 1996
Statements of Cash Flows 5
-Six months ended June 30, 1997 and 1996
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits, Financial Statement Schedules and Reports 9
on Form 8-K
SIGNATURES 10
EXHIBIT INDEX 11
(2)
<PAGE> 3
Item 1. Financial Statements:
ALKERMES CLINICAL PARTNERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $5,513 $32,804
------ -------
Total current assets 5,513 32,804
------ -------
Total Assets $5,513 $32,804
====== =======
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities:
Accrued expenses $3,103 $28,272
------ -------
Total current liabilities 3,103 28,272
------ -------
Partners' capital 2,410 4,532
------ -------
Total Liabilities and Partners' Capital $5,513 $32,804
====== =======
</TABLE>
See notes to financial statements.
<PAGE> 4
ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
----------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Interest income $ 62 $ 1,074 $ 217 $ 10,958
----- ----------- ------- -----------
Expenses:
Research and development -- 1,450,000 -- 4,850,000
General and administrative 283 16,854 2,339 41,679
----- ----------- ------- -----------
283 1,466,854 2,339 4,891,679
----- ----------- ------- -----------
Net loss $(221) $(1,465,780) $(2,122) $(4,880,721)
===== =========== ======= ===========
Net Loss Per Class A and B Unit $ 0 $ (1,576) $ 0 $ (5,246)
===== =========== ======= ===========
Average Units Outstanding 921 921 921 921
===== =========== ======= ===========
</TABLE>
See notes to financial statements.
(4)
<PAGE> 5
ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
1997 1996
-------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,122) $(4,880,721)
Adjustment to reconcile net loss to net cash used for
operating activities:
Amortization -- 15,386
Changes in assets and liabilities:
Prepaid expenses to Alkermes, Inc. -- 500,000
Interest receivable -- 1,375
Accrued expenses (25,169) 60,499
-------- -----------
Net cash used for operating activities (27,291) (4,303,461)
-------- -----------
Cash flows from financing activities:
Partners' cash capital contributions -- 2,058,273
-------- -----------
Net decrease in cash and cash equivalents (27,291) (2,245,188)
Cash and cash equivalents, beginning of period 32,804 2,365,478
-------- -----------
Cash and cash equivalents, end of period $ 5,513 $ 120,290
======== ===========
</TABLE>
See notes to financial statements.
(5)
<PAGE> 6
ALKERMES CLINICAL PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. BASIS OF PRESENTATION
---------------------
The financial statements for Alkermes Clinical Partners, L.P. (the
"Partnership") for the three and six month periods ended June 30, 1997 and 1996,
are unaudited and include all adjustments which, in the opinion of management,
are necessary to present fairly the results of operations for the periods then
ended. All such adjustments are of a normal recurring nature. These financial
statements should be read in conjunction with the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1996, which includes financial
statements and notes thereto for the years ended December 31, 1996, 1995 and
1994.
The results of the Partnership's operations for any interim period are not
necessarily indicative of the results of the Partnership's operations for any
other interim period or for a full year.
2. NET LOSS PER CLASS A AND B LIMITED PARTNERSHIP INTEREST
-------------------------------------------------------
Net loss per Class A and B limited partnership interest is calculated with
respect to the net loss attributable only to the limited partners of the
partnership (each, a "Limited Partner" and collectively, the "Limited Partners")
and excludes the loss attributable to the General Partner. There were no losses
attributable to the Limited Partners for the three and six months ended June 30,
1997. In February 1997, the Financial Accounting Standards Board released
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings
per Share," which the Partnership will adopt in the fourth quarter of 1997. The
adoption of SFAS No. 128 is not expected to have any impact on the Partnership's
financial statements because the Partnership does not have, and is not expected
to have, any common stock equivalents.
3. COMPLETION OF SCHEDULED FUNDING
-------------------------------
For the six months ended June 30, 1997, the Partnership incurred no research and
development expenses related to the RMP(TM) program, notwithstanding the
continuing development of such product candidate. The Partnership was providing
funding to Alkermes, Inc. ("Alkermes") for research and development expenses for
RMP-7(TM) from capital contributions received from Partners. Funding to Alkermes
ended during the quarter ended June 30, 1996 when such capital contributions
were substantially depleted. None of the Partners of the Partnership is
obligated to make any further capital contributions. Since the funding was not
sufficient for Alkermes to complete clinical trials and seek regulatory approval
of RMP-7, Alkermes has used its own resources, and intends to continue to use
its own resources, to develop RMP-7. Alkermes is required to fund the
development of RMP-7 to maintain its purchase option with the Limited Partners.
Alkermes is also obligated, through the General Partner, to perform
administrative services for the Partnership, such as preparing financial
statements, tax returns and reports to Partners. Alkermes intends to continue to
cause the General Partner to perform such services at its expense after the
Partnership's current assets are depleted, unless it exercises its Purchase
Option and thereby acquires all the interests in the Partnership. The services
performed by Alkermes and the General Partner constitute all of the activities
undertaken by or on behalf of the Partnership.
After June 30, 1997, the Partnership is expected to have no future liquidity or
capital resources requirements other than those funded by Alkermes.
(6)
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Alkermes Clinical Partners, L.P. (the "Partnership") was formed on February 7,
1992, and is managed by its general partner, Alkermes Development Corporation,
II (the "General Partner"), a wholly owned subsidiary of Alkermes, Inc.
("Alkermes"). The Partnership was organized to fund the further development and
clinical testing of a family of molecules, designated by Alkermes as
Receptor-Mediated Permeabilizers(TM) ("RMPs(TM)"), for human pharmaceutical use
in the United States and Canada.
RESULTS OF OPERATIONS
Revenues
The Partnership's sole source of revenue for the three and six months ended June
30, 1997 and 1996 was the interest earned on the investments made with the
capital contributions made by the General Partner and the limited partners of
the Partnership (the "Limited Partners") prior to their disbursement to Alkermes
for research and development and/or other Partnership expenses. Interest income
for the three and six months ended June 30, 1997 was $62 and $217 compared to
$1,074 and $10,958 for the corresponding periods of the prior year. Interest
income for the three and six months ended June 30, 1997 as compared to the same
period in 1996 decreased as a result of the decrease in cash and cash
equivalents. The decrease in the cash and cash equivalents of the Partnership
are a result of the completion of the payment of the development funding to
Alkermes during the quarter ended June 30, 1996.
Expenses
Research and development expenses for the three and six months ended June 30,
1997 were zero as compared to $1,450,000 and $4,850,000 for the three and six
months ended June 30, 1996. The decrease in research and development expenses
was a result of the completion of the development funding to Alkermes pursuant
to the product development agreement between Alkermes and the Partnership (the
"Product Development Agreement").
General and administrative expenses for the three and six months ended June 30,
1997 were $283 and $2,339 as compared to $16,854 and $41,679 for the three and
six months ended June 30, 1996. The decrease was mainly a result of a decrease
in amortization of organization costs, accountant's fees and the cost of reports
to the Limited Partners.
(7)
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Partnership had current assets totaling $5,513, consisting
solely of cash; and current liabilities of $3,103.
The Partnership's primary source of funding and capital resources has been the
annual capital contributions by the Limited Partners and the General Partner.
The Limited Partners' capital contributions have been remitted to the
Partnership in four annual installment payments, the fourth and final payment of
which was due on April 15, 1995. There have been and will be no additional
capital contributions received by the Partnership after the quarter ended June
30, 1996.
The Partnership was funding research and development expenses for RMP-7 from
capital contributions received from Partners. Such development is being
conducted for the Partnership by Alkermes pursuant to the Product Development
Agreement. The research and development funding to Alkermes ended during the
quarter ended June 30, 1996 when such capital contributions were substantially
depleted. None of the Partners is obligated to make any further capital
contributions. Because the funding was not sufficient for Alkermes to complete
clinical trials and seek regulatory approval of RMP-7, Alkermes has used its own
resources, and intends to continue to use its own resources, to develop RMP-7.
Alkermes is required to fund the development of RMP-7 to maintain its Purchase
Option with the Limited Partners.
The Partnership's remaining cash and cash equivalents will be used to pay for
administrative services for the Partnership. Alkermes is obligated, through the
General Partner, to perform administrative services for the Partnership, such as
preparing financial statements, tax returns and reports to the Limited Partners.
Alkermes intends to continue to cause the General Partner to perform such
services at its expense after the Partnership's current assets are depleted,
unless it exercises its Purchase Option and thereby acquires all limited
partnership interests in the Partnership. The activities performed by Alkermes
and the General Partner constitute all of the activities undertaken by or on
behalf of the Partnership.
After June 30, 1997, the Partnership is expected to have no future liquidity or
capital resources requirements other than those funded by Alkermes.
(8)
<PAGE> 9
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits:
Number Exhibit
------ -------
3.1 Alkermes Clinical Partners, L.P. Agreement of
Limited Partnership, dated as of February 7,
1992.*
3.1(a) Amendment No. 1 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
September 29, 1992.*
3.1(b) Amendment No. 2 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
March 30, 1993.*
4.1 Alkermes Clinical Partners, L.P. Agreement of
Limited Partnership, dated as of February 7,
1992.*
4.1(a) Amendment No. 1 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
September 29, 1992.*
4.1(b) Amendment No. 2 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
March 30, 1993.*
10.1 Product Development Agreement, dated as of March
6, 1992, between the Partnership and Alkermes.*
10.2 Purchase Agreement, dated as of March 6, 1992, by
and among Alkermes and each of the Limited
Partners, from time to time, of the Partnership.*
11 Statement Regarding Computation of Per Share Loss.
27 Financial Data Schedule.
*Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form 10 filed September 13, 1995.
(b) The Registrant filed a report on Form 8-K dated March 31, 1997 on
April 3, 1997.
(9)
<PAGE> 10
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.
ALKERMES CLINICAL PARTNERS, L.P.
(Registrant)
By its General Partner
ALKERMES DEVELOPMENT CORPORATION II
Date: July 31, 1997 By: /s/ Richard F. Pops
-------------------------------
Richard F. Pops
Director, President and Chief
Executive Officer (Principal
Executive Officer)
Date: July 31, 1997 By: /s/ Michael J. Landine
-------------------------------
Michael J. Landine
Director, Vice President, Chief
Financial Officer, Treasurer and
Assistant Secretary (Principal
Financial and Accounting Officer)
(10)
<PAGE> 11
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Alkermes Clinical Partners, L.P. Agreement of
Limited Partnership, dated as of February 7,
1992.*
3.1(a) Amendment No. 1 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
September 29, 1992.*
3.1(b) Amendment No. 2 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
March 30, 1993.*
4.1 Alkermes Clinical Partners, L.P. Agreement of
Limited Partnership, dated as of February 7,
1992.*
4.1(a) Amendment No. 1 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
September 29, 1992.*
4.1(b) Amendment No. 2 to Alkermes Clinical Partners,
L.P. Agreement of Limited Partnership, dated as of
March 30, 1993.*
10.1 Product Development Agreement, dated as of March
6, 1992, between the Partnership and Alkermes.*
10.2 Purchase Agreement, dated as of March 6, 1992, by
and among Alkermes and each of the Limited
Partners, from time to time, of the Partnership.*
11 Statement Regarding Computation of Per Share Loss.
27 Financial Data Schedule.
*Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form 10 filed September 13, 1995.
(11)
<PAGE> 1
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF PER SHARE LOSS
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net loss-Limited Partners $ 0 $(1,451,122) $ 0 $(4,831,914)
==== =========== ==== ===========
Average Class A and B units outstanding $921 921 $921 921
==== =========== ==== ===========
Net loss per Class A and B unit $ 0 $ (1,576) $ 0 $ (5,246)
==== =========== ==== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-Q FOR
THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 6
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6
<CURRENT-LIABILITIES> 3
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3
<TOTAL-LIABILITY-AND-EQUITY> 6
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
