<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 March 31, 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.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
-March 31, 1997 and December 31, 1996
Statements of Operations 4
-Three months ended March 31, 1997 and 1996
Statements of Cash Flows 5
-Three months ended March 31, 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)
<TABLE>
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
<S> <C> <C>
A S S E T S
Current Assets:
Cash and cash equivalents $19,625 $32,804
------- -------
Total current assets 19,625 32,804
------- -------
Total Assets $19,625 $32,804
======= =======
L I A B I L I T I E S A N D P A R T N E R S' C A P I T A L
Current Liabilities:
Accrued expenses $16,994 $28,272
------- -------
Total current liabilities 16,994 28,272
------- -------
Partners' capital 2,631 4,532
------- -------
Total Liabilities and Partners' Capital $19,625 $32,804
======= =======
</TABLE>
See notes to financial statements.
(3)
<PAGE> 4
ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERHIP)
<TABLE>
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1997 1996
------- -----------
<S> <C> <C>
Revenue
Interest income $ 155 $ 9,884
------- -----------
Expenses:
Research and development -- 3,400,000
General and administrative 2,056 24,825
------- -----------
2,056 3,424,825
------- -----------
Net loss $(1,901) $(3,414,941)
======= ===========
Net Loss Per Class A and B Unit $ 0 $ (3,671)
======= ===========
Average Units Outstanding 921 921
======= ===========
</TABLE>
See notes to financial statements.
(4)
<PAGE> 5
ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
<TABLE>
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,901) $(3,414,941)
Adjustment to reconcile net loss to net cash used for
operating activities:
Amortization -- 13,819
Changes in assets and liabilities:
Prepaid expenses to Alkermes, Inc. -- 500,000
Interest receivable -- (908)
Accrued expenses (11,278) 6,846
-------- -----------
Net cash used for operating activities (13,179) (2,895,184)
-------- -----------
Cash flows from investing activities:
Purchases of short-term investments -- (1,407,337)
-------- -----------
Cash flows from financing activities:
Partners' cash capital contributions -- 2,011,958
-------- -----------
Net decrease in cash and cash equivalents (13,179) (2,290,563)
Cash and cash equivalents, beginning of period 32,804 2,365,478
======== ===========
Cash and cash equivalents, end of period $ 19,625 $ 74,915
======== ===========
</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 month periods ended March 31, 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 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 was no loss attributable to the
Limited Partners for the three months ended March 31, 1997.
In March 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, nor is expected to have, any
common stock equivalents.
3. ACCRUED EXPENSES
----------------
Included in accrued expenses at March 31, 1997 are amounts totaling
approximately $2,600 which are due to Alkermes, Inc.
4. COMPLETION OF SCHEDULED FUNDING
-------------------------------
During the six months ended June 30, 1996, the Partnership completed its
development funding to Alkermes and incurred expenses totaling $4,850,000 for
reimbursable costs incurred by Alkermes. Since the completion of funding to
Alkermes and because none of the Partners of the Partnership are obligated to
make any further capital contributions to the Partnership, Alkermes has used its
own resources, and intends to continue to use its own resources, to develop
RMP-7.
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 Partners 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 constitutes all of the activities
undertaken by or on behalf of the Partnership.
After March 31, 1997, the Partnership is expected to have no significant assets,
liabilities or partners' capital and will 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 months ended March 31,
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 months ended March 31, 1997 was $155 compared to $9,884 for the
corresponding period of the prior year. Interest income for the three months
ended March 31, 1997 as compared to 1996 decreased as a result of the decrease
in cash and cash equivalents and short-term investments. The decrease in the
cash and cash equivalents and short-term investments of the Partnership are a
result of the substantial completion of the payment of the development funding
to Alkermes which was completed during the quarter ended June 30, 1996.
Expenses
Research and development expenses for the three months ended March 31, 1997 were
zero as compared to $3,400,000 for the three months ended March 31, 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 months ended March 31, 1997
were $2,056 as compared to $24,825 for the three months ended March 31, 1996.
The decrease was mainly a result of a decrease in amortization of organization
costs, accountant fees and the cost of reports to the Limited Partners.
(7)
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Partnership had current assets totaling $19,625,
consisting solely of cash; and current liabilities of $16,994.
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. During the six months ended June 30, 1996, the
Partnership received approximately $2,052,000 in cash as a result of the
purchase by Alkermes of previously defaulted Class A limited partnership units.
There have been and will be no additional capital contributions received by the
Partnership after the quarter ended June 30, 1996.
The Partnership has used its capital resources primarily to fund the further
development and clinical testing of RMPs. 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. Such funding was not sufficient for Alkermes to complete clinical
trials and seek regulatory approval of RMP-7. Because none of the Partners of
the Partnership is obligated to make any further capital contributions to the
Partnership, 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 Partnership.
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 March 31, 1997, the Partnership is expected to have no significant assets,
liabilities or partners' capital and will 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 has not filed any reports on Form 8-K during
the quarter ended March 31, 1997. A report on Form 8-K dated
March 31, 1997 was filed by the Registrant 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: May 13, 1997 By: /s/ Richard F. Pops
-------------------------------------
Richard F. Pops
Director, President and Chief Executive
Officer (Principal Executive Officer)
Date: May 13, 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
<TABLE>
STATEMENT REGARDING COMPUTATION OF PER SHARE LOSS
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Net loss-Limited Partners $ (0) $(3,380,792)
==== ===========
Average Class A and B units outstanding 921 921
==== ===========
Net loss per Class A and B unit $ 0 $ (3,671)
==== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-Q FOR
THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 20
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 20
<CURRENT-LIABILITIES> 17
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3
<TOTAL-LIABILITY-AND-EQUITY> 20
<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>
