<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 4, 2000
Date of Report (date of earliest event reported)
AURORA BIOSCIENCES CORPORATION
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
DELAWARE 0-22669 33-0669859
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
11010 TORREYANA ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 404-6600
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 7.(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of Quorum Sciences, Inc. (a development
stage company) as required by this item are set forth at the
pages indicated below:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Hildebrand, Limparis & Hevey, CPAs, PC, Independent
Auditors. 3
Balance Sheets as of December 31, 1999 and 1998. 4
Statements of Operations for the year ended December 31, 1999 and
the periods from April 6, 1998 (inception) to December 31, 1998
and 1999. 5
Statements of Stockholders' Equity for the year ended December
31, 1999 and the period from April 6, 1998 (inception) to
December 31, 1998. 6
Statements of Cash Flows for the year ended December 31, 1999 and
the periods from April 6, 1998 (inception) to December 31,
1998 and 1999. 7
Notes to Financial Statements. 8
</TABLE>
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Quorum Sciences, Inc.
Frederick, Maryland
We have audited the accompanying balance sheets of Quorum Sciences, Inc. (a
Delaware development stage corporation) as of December 31, 1999 and 1998, and
the related statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 1999 and the periods from April 6, 1998 (inception)
to December 31, 1998 and 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quorum Sciences, Inc. as of
December 31, 1999 and 1998, and the results of its operations for the periods
then ended in conformity with generally accepted accounting principles.
HILDEBRAND, LIMPARIS & HEVEY, CPAs, PC
March 7, 2000
3
<PAGE> 4
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 115,238 $ 56,334
Accounts receivable 1,650 --
--------- ---------
Total current assets 116,888 56,334
--------- ---------
Property and equipment, at cost:
Lab equipment 5,248 --
Office equipment 6,549 3,154
--------- ---------
11,797 3,154
Less accumulated depreciation (1,731) (631)
--------- ---------
Net property and equipment 10,066 2,523
--------- ---------
Other assets:
Other assets 11,263 12,006
Due from stockholders 6,500 6,500
--------- ---------
Total other assets 17,763 18,506
--------- ---------
TOTAL ASSETS $ 144,717 $ 77,363
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 43,013 $ --
Deferred revenue -- 20,000
Other payables and accrued expenses 2,995 4,420
--------- ---------
Total current liabilities 46,008 24,420
--------- ---------
Stockholders' equity:
Common stock, $.001 par value; 5,000,000 shares
authorized, 2,026,668 and 1,710,000 shares issued
and outstanding at December 31, 1999 and 1998,
respectively 2,027 1,710
Additional paid-in capital 511,475 104,790
Deficit accumulated in the development stage (414,793) (53,557)
--------- ---------
Total stockholders' equity 98,709 52,943
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 144,717 $ 77,363
========= =========
</TABLE>
The notes to financial statements are an integral part of these statements.
4
<PAGE> 5
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
APRIL 6, 1998 APRIL 6, 1998
YEAR ENDED (INCEPTION) TO (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
Contract research $ 176,755 $ 20,000 $ 196,755
Product sales 13,550 -- 13,550
Other revenue 6,855 -- 6,855
--------- --------- ---------
Total revenue 197,160 20,000 217,160
--------- --------- ---------
Cost of sales:
Laboratory operations 162,644 37,194 199,838
--------- --------- ---------
Total cost of sales 162,644 37,194 199,838
--------- --------- ---------
Gross profit (loss) 34,516 (17,194) 17,322
General and administrative expenses 397,832 36,363 434,195
--------- --------- ---------
Operating loss (363,316) (53,557) (416,873)
Other income and expenses:
Interest income 2,080 -- 2,080
--------- --------- ---------
Total other income and
expense 2,080 -- 2,080
--------- --------- ---------
Net loss $(361,236) $ (53,557) $(414,793)
========= ========= =========
</TABLE>
The notes to financial statements are an integral part of these statements.
5
<PAGE> 6
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
accumulated
Common Stock Additional in the Total
------------------------ paid-in development stockholders'
Shares Amount capital stage equity
--------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
APRIL 6, 1998 -- $ -- $ -- $ -- $ --
Stock issued 1,710,000 1,710 104,790 -- 106,500
Net loss -- -- -- (53,557) (53,557)
--------- --------- --------- --------- ---------
DECEMBER 31, 1998 1,710,000 1,710 104,790 (53,557) 52,943
Stock issued 316,668 317 406,685 -- 407,002
Net loss -- -- -- (361,236) (361,236)
--------- --------- --------- --------- ---------
DECEMBER 31, 1999 2,026,668 $ 2,027 $ 511,475 $(414,793) $ 98,709
========= ========= ========= ========= =========
</TABLE>
The notes to financial statements are an integral part of these statements.
6
<PAGE> 7
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
APRIL 6, 1998 APRIL 6, 1998
YEAR ENDED (INCEPTION) TO (INCEPTION) TO
DECEMBER 31, 1999 DECEMBER 31, 1998 DECEMBER 31, 1999
----------------- ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(361,236) $ (53,557) $(414,793)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Depreciation and amortization 1,843 1,263 3,106
Changes in operating assets and
liabilities:
Accounts receivable (1,650) -- (1,650)
Accounts payables and accrued
expenses 41,588 4,420 46,008
Deferred revenue (20,000) 20,000 --
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (339,455) (27,874) (367,329)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (8,643) (3,154) (11,797)
Purchase of other assets -- (12,638) (12,638)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (8,643) (15,792) (24,435)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issues 407,002 100,000 507,002
--------- --------- ---------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 407,002 100,000 507,002
--------- --------- ---------
NET INCREASE IN CASH 58,904 56,334 115,238
Cash at beginning of year 56,334 -- --
--------- --------- ---------
CASH AT END OF YEAR $ 115,238 $ 56,334 $ 115,238
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid $ -- $ -- $ --
========= ========= =========
Taxes paid $ -- $ -- $ --
========= ========= =========
</TABLE>
The notes to financial statements are an integral part of these statements.
7
<PAGE> 8
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
1. NATURE OF BUSINESS/DEVELOPMENT STAGE
Quorum Sciences, Inc. (the Company) is a development stage biotechnology
company incorporated in Delaware in April 1998. The Company is leading
the development of a fundamentally new approach to anti-infective
technology that is based upon the disruption of the chemical signaling
that occurs between bacteria cells. The Company's technology is based on
research conducted in the University of Iowa-based Laboratory of Peter
Greenberg, Ph.D., founder and Chief Scientific Officer of the Company.
This research demonstrates that bacterial cell-cell signaling is
essential to pathogenic virulence and bacterial biofilm formation --
processes that are basic to most infections and contribute to the
long-term establishment of bacterial cell populations, leading to new,
more effective antibacterial treatments and even preventives.
The mission of Quorum Sciences, Inc. is to lead in the discovery and
application of bacterial cell signaling technology for the development
of improved anti-infective therapeutic, medical, and other commercial
products.
The Company is a development stage company devoting substantially all of
its efforts to financial planning, raising capital, research and
development activities and developing markets. Its planned principal
operations are only in the initial stages and have not produced any
significant revenue.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates and Assumptions
The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Trade Accounts and Notes Receivable
Accounts receivable are stated at the total amount less an allowance for
bad debts. The allowance is an amount estimated by management to be
adequate to absorb possible losses. No allowance was deemed necessary at
December 31, 1999 or 1998.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed
using the straight-line method over an estimated useful life of five
years. Depreciation expense totaled $1,101 in 1999 and $631 in 1998.
Costs of Issuing Stock
Stock issue costs incurred with third parties that are directly
attributable to equity transactions, including private placements, are
deducted from the proceeds of the issue.
Revenue Recognition
The Company recognizes revenues from fixed-price research contracts
ratably over the period of contract performance. Billings in excess of
revenue earned, if any, are reflected on the balance sheet as deferred
revenue liability (none at December 31, 1999 or 1998).
Cash Flow Statement
For purposes of the cash flow statement, the Company considers all
highly liquid debt instruments with a maturity of three months or less
to be a cash equivalent. There were no cash equivalents.
8
<PAGE> 9
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. LICENSE AGREEMENT
In June 1999 the Company entered into a license agreement with the
University of Iowa Research Foundation (UIRF) whereby the Company is
granted an exclusive worldwide license, subject to the terms of the
agreement, to practice certain patent rights and to manufacture, use and
sell licensed products in the commercial market. The term of the
agreement and the exclusive license shall be effective until the
expiration of the last to expire of the licensed patents (currently
2013).
The Company is required to pay all future costs connected with the
commercial development of licensed products. Royalties of 4% of the net
sales of all licensed products sold are payable to UIRF. For each
licensed product that requires FDA approval, the Company will make
milestone payments of $100,000 upon completion of Phase 1 Clinical
Trials, $250,000 upon completion of Phase II Clinical Trials; $500,000
upon completion of Phase III Clinical Trials and $1,000,000 upon FDA
approval. For each licensed product that does not require FDA approval,
the Company will pay $100,000 upon execution of the first corporate
partnership agreement for product marketing and royalties at a rate of
10% of net sales of each licensed product not to exceed royalties
totaling $500,000.
Prior to June 2000, the agreement requires a minimum capitalization
level of $500,000 and a minimum of one corporate sponsorship of
sufficient scale to warrant milestone payments by the partner to the
Company. Prior to June 2003, the agreement requires second round
financing in excess of $2,000,000 or a minimum of three corporate
partnerships that are providing substantial operating revenues
equivalent to the $2,000,000 level of financing.
The license agreement may be terminated by UIRF in the event of certain
nonperformance by the Company. The Company has the right to terminate
the agreement by giving a ninety-day notice and is provided a six-month
period following the effective date of the termination to sell or
otherwise dispose of any licensed products.
4. RESEARCH AND DEVELOPMENT COSTS
Research and development costs related to both future and current
products are charged to operations as incurred. The Company recognized
approximately $160,000 and $38,000 of research and development costs in
1999 and 1998, respectively.
5. INCOME TAXES
The provision for income taxes is comprised of current and deferred
components. The current component (none in 1999 or 1998) presents the
amount of federal and state income taxes which are currently reportable
to the respective tax authorities and is measured by applying statutory
rates to the Company's taxable income as reported in its income tax
returns.
Deferred income taxes are provided for the temporary differences between
the carrying values of the Company's assets and liabilities for
financial reporting purposes and their corresponding income tax basis.
The temporary differences give rise to either a deferred tax asset or
liability in the financial statements, which is computed by applying
statutory tax rates to taxable or deductible temporary differences based
upon the classification (i.e., current or non-current) of the asset or
liability in the financial statements which relate to the particular
temporary difference. Deferred taxes related to differences which are
not attributable to a specific asset or liability are classified in
accordance with the future period in which they are expected to reverse
and be recognized for income tax purposes. The deferred income tax
benefit (resulting of net operation loss carry forwards) computed at the
statutory rates has been offset by a deferred tax asset valuation
allowance of the same amount.
9
<PAGE> 10
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. INCOME TAXES (continued)
Significant components of the Company's deferred tax asset as of
December 31, 1999 are as follows:
<TABLE>
Current deferred income tax asset:
<S> <C>
Net operating loss carry forward (expiring through 2019) $ 162,000
Valuation allowance (162,000)
----------
Net deferred income tax asset $ --
==========
</TABLE>
6. OPERATING LEASE AGREEMENT/RELATED PARTY TRANSACTION
The Company leases laboratory facilities from the University of Iowa
under an informal month to month arrangement at a rate of $417 per
month. Rent expense under this lease totaled $5,004 in 1999 and $3,315
in 1998.
Office facilities are leased from a related party under an informal
month to month arrangement at a rate of $1,260 per month. Rent expense
under this lease totaled $15,134 in 1999 (none in 1998).
7. COMMITMENT -- CONTRACT RESEARCH
The Company performs contract research for customers under fixed-price
contracts. There was one such contract in process at December 31, 1999.
8. CONCENTRATIONS
The Company had deposits with one bank that exceeded the federally
insured limit at December 31, 1999 by approximately $19,000.
The Company received substantially all of its contract research revenues
from two customers.
9. UNCERTAINTIES, CONTINGENCIES, AND RISKS
Application of Bacterial Cell Signaling Technology
The Company's development and application of bacterial cell signaling
technology is a new approach to anti-infective medical, industrial and
consumer products. To date, the Company has not commercialized any
anti-infective products using its technology. The anti-infective
products are still at the early stages of development. Certain risks
inherent in the development of products based on new technologies,
including delays in development and testing, unplanned expenditures,
failures to receive regulatory approvals, emergence of similar products
by competitors, election by collaborative partners not to pursue product
development and failure to receive market acceptance, will adversely
affect the Company's business.
Limited Operating History
The Company is an early stage biotechnology company. Operating since
August 1998, there have been no significant revenues from operations to
date. The Company is subject to the risks and uncertainties encountered
by companies that operate in a new and rapidly evolving market.
10
<PAGE> 11
QUORUM SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
9. UNCERTAINTIES, CONTINGENCIES, AND RISKS (continued)
Intellectual Property
The Company's success depends, in part, on its ability to obtain
patents, protect trade secrets, operate without infringing upon the
proprietary right of others, and prevent others from infringing on its
proprietary rights. The Company currently has one patent issued from the
United States Patent and Trademark Office. It will continue to seek
patent protection for any new technologies it develops. The patent
process involves complex legal and factual questions and, therefore, it
cannot predict with any certainty the enforceability of its current
patent or the grant of any future patents. Furthermore, others may
independently develop similar technologies or duplicate any technology
that the Company has developed. The Company also relies on trade secrets
and proprietary know-how that it seeks to protect, in part, through
confidential agreements. These agreements may not provide meaningful
protection or adequate remedies for its technology in the event of
unauthorized use or disclosure of confidential or proprietary
information.
Collaborative Partners
The Company's strategy for the development and commercialization of
anti-infective products depends, in large part, upon the formation of
collaborative arrangements with several collaborative partners.
Potential collaborative partners include pharmaceutical and industrial
companies, academic institutions and other entities. The Company may not
be able to enter into such collaborative arrangements on favorable terms
or be able to control the amount and timing of resources collaborative
partners may devote to the products and development of the Company's
technology.
Dependence on Key Executives
Quorum Sciences, Inc. is dependent on the services of certain key
executives. The loss of one or more of these individuals could have a
significant adverse impact on the Company.
11
<PAGE> 12
ITEM 7.(b) PRO FORMA FINANCIAL INFORMATION.
In October 2000, Aurora Biosciences Corporation completed a
merger with Quorum Sciences, Inc., a development stage
biotechnology company incorporated in April 1998. Quorum Sciences
is developing anti-infective technology based upon the disruption
of chemical signaling between bacteria cells. The merger was
effected by exchanging 76,924 shares of Aurora common stock for
all of the outstanding common stock of Quorum Sciences. Each
share of Quorum Sciences was exchanged for approximately 0.028
of one share of Aurora common stock. In addition, outstanding
Quorum Sciences stock options were converted at the same
exchange factor into options to purchase 4,354 shares of Aurora
common stock.
The following unaudited pro forma condensed combined financial
statements give effect to the merger using the pooling of
interests method of accounting for business combinations and are
based on the respective historical financial statements and notes
thereto of Aurora and Quorum Sciences. To reflect the pooling of
interests, the operating results of Quorum Sciences have been
combined with Aurora's operating results for the nine months
ended September 30, 2000 and 1999 and the fiscal periods ended
December 31, 1999 and 1998. The unaudited pro forma condensed
combined financial statements should be read in conjunction with
the historical financial statements of Aurora Biosciences and
Quorum Sciences. The pro forma condensed combined financial
statements are presented for comparative purposes only and do not
purport to be indicative of what the actual results of operations
or financial position would have been for the periods presented
had the transactions occurred on the dates indicated and do not
purport to indicate the results of future operations.
The pro forma financial information required by this item is set
forth at the pages indicated below:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2000. 13
Unaudited Pro Forma Condensed Combined Statement of Operations for
the nine-month period ended September 30, 2000. 14
Unaudited Pro Forma Condensed Combined Statement of Operations for
the nine-month period ended September 30, 1999. 15
Unaudited Pro Forma Condensed Combined Statement of Operations for
the year ended December 31, 1999. 16
Unaudited Pro Forma Condensed Combined Statement of Operations for
the year ended December 31, 1998. 17
</TABLE>
12
<PAGE> 13
AURORA BIOSCIENCES CORPORATION
PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Aurora Quorum Pro forma Pro forma
Biosciences Sciences adjustments combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 25,120,940 $ 176,141 $ -- $ 25,297,081
Investment securities,
available-for-sale 81,424,322 -- -- 81,424,322
Accounts receivable 14,522,271 4,580 -- 14,526,851
Prepaid expenses and other current
assets 5,678,660 6,500 -- 5,685,160
------------ ------------ ------------ ------------
Total current assets 126,746,193 187,221 -- 126,933,414
Equipment, furniture and leaseholds, net 12,225,334 29,853 -- 12,255,187
Other assets 12,195,381 10,706 -- 12,206,087
------------ ------------ ------------ ------------
$151,166,908 $ 227,780 $ -- $151,394,688
============ ============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
compensation $ 9,744,112 $ 151,890 $ -- $ 9,896,002
Unearned revenue 7,305,071 -- -- 7,305,071
Other current liabilities 4,531,833 -- -- 4,531,833
------------ ------------ ------------ ------------
Total current liabilities 21,581,016 151,890 -- 21,732,906
Noncurrent liabilities 3,948,681 -- -- 3,948,681
Stockholders' equity 125,637,211 75,890 -- 125,713,101
------------ ------------ ------------ ------------
$151,166,908 $ 227,780 $ -- $151,394,688
============ ============ ============ ============
</TABLE>
13
<PAGE> 14
AURORA BIOSCIENCES CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Aurora Quorum Pro forma Pro forma
Biosciences Sciences adjustments combined
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenue $ 47,122,899 $ 164,237 $ -- $ 47,287,136
Operating expenses:
Cost of revenue 25,785,642 157,613 -- 25,943,255
Research and development 10,415,533 -- -- 10,415,533
Selling, general and administrative 10,715,124 399,413 -- 11,114,537
------------ ------------ ---- ------------
Total operating expenses 46,916,299 557,026 -- 47,473,325
Income (loss) before operations 206,600 (392,789) -- (186,189)
Interest and other income 6,479,615 1,638 -- 6,481,253
Interest expense (513,145) -- -- (513,145)
------------ ------------ ---- ------------
Income (loss) before taxes 6,173,070 (391,151) -- 5,781,919
Income taxes (510,000) -- -- (510,000)
------------ ------------ ---- ------------
Net income (loss) $ 5,663,070 $ (391,151) $ -- $ 5,271,919
============ ============ ==== ============
Basic net income (loss) per share $ 0.29 $ 0.27
============ ============
Diluted net income (loss) per share $ 0.26 $ 0.24
============ ============
Shares used in computing:
Basic net income (loss) per share 19,614,942 19,677,453
============ ============
Diluted net income (loss) per share 22,044,946 22,111,362
============ ============
</TABLE>
14
<PAGE> 15
AURORA BIOSCIENCES CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Aurora Quorum Pro forma Pro forma
Biosciences Sciences adjustments combined
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenue $ 30,440,929 $ 194,380 $ -- $ 30,635,309
Operating expenses:
Cost of revenue 19,728,053 104,960 -- 19,833,013
Research and development 9,299,210 -- -- 9,299,210
Selling, general and administrative 8,543,400 302,656 -- 8,846,056
------------ ------------ ------ ------------
Total operating expenses 37,570,663 407,616 -- 37,978,279
Income (loss) before operations (7,129,734) (213,236) -- (7,342,970)
Interest and other income 1,123,805 679 -- 1,124,484
Interest expense (519,549) -- -- (519,549)
------------ ------------ ------ ------------
Income (loss) before taxes (6,525,478) (212,557) -- (6,738,035)
Income taxes -- -- -- --
------------ ------------ ------ ------------
Net income (loss) $ (6,525,478) $ (212,557) $ -- $ (6,738,035)
============ ============ ====== ============
Basic net income (loss) per share $ (0.39) $ (0.40)
============ ============
Diluted net income (loss) per share $ (0.39) $ (0.40)
============ ============
Shares used in computing:
Basic net income (loss) per share 16,881,342 16,931,751
============ ============
Diluted net income (loss) per share 16,881,342 16,931,751
============ ============
</TABLE>
15
<PAGE> 16
AURORA BIOSCIENCES CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Aurora Quorum Pro forma Pro forma
Biosciences Sciences adjustments combined
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenue $ 50,324,301 $ 197,160 $ -- $ 50,521,461
Operating expenses:
Cost of revenue 27,778,868 162,644 -- 27,941,512
Research and development 11,593,538 -- -- 11,593,538
Selling, general and administrative 11,535,118 397,832 -- 11,932,950
------------ ------------ ---------- ------------
Total operating expenses 50,907,524 560,476 -- 51,468,000
Loss before operations (583,223) (363,316) -- (946,539)
Interest income 1,543,011 2,080 -- 1,545,091
Interest expense (690,869) -- -- (690,869)
------------ ------------ ---------- ------------
Income (loss) before taxes 268,919 (361,236) -- (92,317)
Income taxes (117,000) -- -- (117,000)
------------ ------------ ---------- ------------
Net income (loss) $ 151,919 $ (361,236) $ -- $ (209,317)
============ ============ ========== ============
Basic net income (loss) per share $ 0.01 $ (0.01)
============ ============
Diluted net income (loss) per share $ 0.01 $ (0.01)
============ ============
Shares used in computing:
Basic net income (loss) per share 16,967,124 17,019,195
============ ============
Diluted net income (loss) per share 18,241,349 17,019,195
============ ============
</TABLE>
16
<PAGE> 17
AURORA BIOSCIENCES CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Aurora Quorum Pro forma Pro forma
Biosciences Sciences adjustments combined
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenue $ 26,537,888 $ 20,000 $ -- $ 26,557,888
Operating expenses:
Cost of revenue 23,777,215 37,194 -- 23,814,409
Research and development 17,145,787 -- -- 17,145,787
Selling, general and administrative 6,067,445 36,363 -- 6,103,808
------------ ------------ --------- ------------
Total operating expenses 46,990,447 73,557 -- 47,064,004
Loss before operations (20,452,559) (53,557) -- (20,506,116)
Interest income 2,444,836 -- -- 2,444,836
Interest expense (645,395) -- -- (645,395)
------------ ------------ --------- ------------
Income (loss) before taxes (18,653,118) (53,557) -- (18,706,675)
Income taxes -- -- -- --
------------ ------------ --------- ------------
Net income (loss) $(18,653,118) $ (53,557) $ -- $(18,706,675)
============ ============ ========= ============
Basic net income (loss) per share $ (1.14) $ (1.15)
============ ============
Diluted net income (loss) per share $ (1.14) $ (1.15)
============ ============
Shares used in computing:
Basic net income (loss) per share 16,312,194 16,336,287
============ ============
Diluted net income (loss) per share 16,312,194 16,336,287
============ ============
</TABLE>
Note: Quorum Sciences operating results are for the period from April 6,
1998 (inception) to December 31, 1998.
17
<PAGE> 18
ITEM 7.(c) EXHIBITS.
<TABLE>
<S> <C>
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Hildebrand, Limparis & Hevey, CPAs, PC
27.1 Financial Data Schedule related to the financial statements for
the fiscal year ended December 31, 1999.
27.2 Financial Data Schedule related to the financial statements for
the fiscal year ended December 31, 1998.
99.1(1) Press Release issued on October 20, 2000 by Aurora Biosciences
Corporation.
99.2 Selected Consolidated Financial Data.
99.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
99.4 Supplemental Consolidated Financial Statements.
</TABLE>
Note:
(1) Previously filed as exhibit of the same number with the Registrant's
Form 8-K filed on November 3, 2000.
18
<PAGE> 19
SIGNATURE
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 hereunto duly authorized.
AURORA BIOSCIENCES CORPORATION
By: /s/ Stuart J.M. Collinson
-------------------------------------------
Stuart J.M. Collinson,
President, Chief Executive Officer and
Chairman of the Board of Directors
Date: December 14, 2000
19
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<S> <C>
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Hildebrand, Limparis & Hevey, CPAs, PC.
27.1 Financial Data Schedule related to the financial statements for
the fiscal year ended December 31, 1999.
27.2 Financial Data Schedule related to the financial statements for
the fiscal year ended December 31, 1998.
99.1(1) Press Release issued on October 20, 2000 by Aurora Biosciences
Corporation.
99.2 Selected Consolidated Financial Data.
99.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
99.4 Supplemental Consolidated Financial Statements of Aurora
Biosciences Corporation.
</TABLE>
Note:
(1) Previously filed as exhibit of the same number with the Registrant's
Form 8-K filed on November 3, 2000.
20
