CURAGEN CORP
10-Q/A, 2000-08-15
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                                                                

FORM 10-Q/A

                                                                

(Amendment No.1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

________________

Commission File Number 0-23223

CURAGEN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

  
06-1331400
(I.R.S. Employer
Identification No.)

555 Long Wharf Drive, 11th Floor, New Haven, Connecticut
06511
(Address of principal executive office)
(Zip Code)

Registrant's telephone number, including area code: (203) 401-3330

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 [   ]

The number of shares outstanding of the Registrant's voting common stock and non-voting common stock as of July 31, 2000 was 36,771,724 and 1,955,272, respectively .

CURAGEN CORPORATION

FORM 10-Q/A

INDEX

PART I. Financial Information
Page

Item 1. Financial Statements

Condensed Consolidated Balance Sheets,
June 30, 2000 (unaudited) and December 31, 1999

3

Condensed Consolidated Statements of Operations,
for the Three and Six Months Ended June 30, 2000 and 1999 (unaudited)
4

Condensed Consolidated Statements of Cash Flows,
for the Six Months Ended June 30, 2000 and 1999 (unaudited)

5

Notes to Condensed Consolidated Financial Statements (unaudited)

6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

8-10

PART II. Other Information

Item 2. Changes in Securities and Use of Proceeds

11

Item 4. Submission of Matters to a Vote of Security Holders

11

Item 6. Exhibits and Reports on Form 8-K

11
Signatures
12
Exhibit Index
13

CURAGEN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,
December 31,
2000
1999
(unaudited)
(audited)
 
ASSETS

Current assets:

Cash and cash equivalents

$ 254,191,435
$ 76,374,571

Grants receivable
--
25,019

Accounts receivable
126,206
767,606

Other current assets
420,869
73,752

Prepaid expenses
1,282,302
1,135,248
 

Total current assets
256,020,812
78,376,196
 

Property and equipment, net
14,122,847
15,077,370

Notes receivable - related parties
137,250
96,500

Other assets
350,539
246,049

Intangible assets, net
4,842,826
98,161
 

Total assets
$ 275,474,274
$ 93,894,276
 
LIABILITIES AND STOCKHOLDERS' EQUITY
   
Current liabilities:    

Accounts payable
$ 1,432,242
$ 1,843,675

Accrued bonuses
234,000
335,000

Accrued expenses
1,833,633
1,514,227

Interest payable, short-term
3,750,000
--

Deferred revenue
4,493,079
3,982,632

Deferred rent
66,721
77,726

Current portion of obligations under capital leases
2,698,659
2,732,393
 

Total current liabilities
14,508,334
10,485,653
Long-term liabilities:
   

Deferred rent, net of current portion
81,738
110,152

Interest payable, long-term
21,000
21,000

Convertible debt
150,000,000
--

Obligations under capital leases, net of current portion
6,559,015
8,278,842
 

Total long-term liabilities
156,661,753
8,409,994
 
Commitments and contingencies
     
Minority interest
15,751,552
--
 
Stockholders' equity:

Common Stock - Voting; $.01 par value, issued and outstanding 36,671,205 shares
at June 30, 2000, and 16,421,538 shares at December 31, 1999
366,712
164,215

Common Stock - Non-Voting; $.01 par value, issued and outstanding 1,955,272 shares
at June 30, 2000, and 977,636 shares at December 31, 1999
19,553
9,776

Additional paid-in capital
154,427,907
129,841,950

Accumulated deficit
(66,022,851)
(54,702,268)

Unamortized stock based compensation
(238,686)
(315,044)
 

Total stockholders' equity
88,552,635
74,998,629
 

Total liabilities and stockholders' equity
$ 275,474,274
$ 93,894,276
 

See accompanying notes to condensed consolidated financial statements.

CURAGEN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 
Three Months Ended
June 30,
Six Months Ended
June 30,
 

 
2000
1999
2000
1999
 
Revenue:        

Grant revenue
$ --
$ 59,516
$ --
$ 636,980

Collaboration revenue
4,939,214
3,273,171
10,579,555
5,367,650
 

Total revenue
4,939,214
3,332,687
10,579,555
6,004,630
Operating expenses:

Grant research
--
36,775
--
417,386

Collaborative research and development

8,206,429
6,327,240
15,856,973
12,918,699

General and administrative
4,204,203
3,002,818
7,704,032
6,211,885
 

Total operating expenses
12,410,632
9,366,833
23,561,005
19,547,970
 
Loss from operations
(7,471,418)
(6,034,146)
(12,981,450)
(13,543,340)
Interest income, net
858,566
109,003
1,329,103
411,270
 
Net loss before income taxes and minority interest
(6,612,852)
(5,925,143)
(11,652,347)
(13,132,070)
Income tax benefit
350,000
--
350,000
--
Minority interest
(18,235)
--
(18,235)
--
 
Net loss
$ (6,281,087)
$ (5,925,143)
$(11,320,582)
$(13,132,070)
 
Basic and diluted net loss per share
($ 0.16)
($ 0.22)
($ 0.30)
($ 0.49)
Weighted average number of shares used in

computing basic and diluted net loss per share
38,514,272
26,818,474
37,288,515
26,839,786

See accompanying notes to condensed consolidated financial statements.

CURAGEN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

 
 
Six Months Ended June 30,
 
 
2000
1999
 
Cash flows from operating activities:
Net loss
$(11,320,582)
$(13,132,070)
Adjustments to reconcile net loss to net cash
used in operating activities:

Depreciation and amortization
2,756,114
2,813,398

Asset impairment expense
105,505
--

Non-monetary compensation
355,574
361,954

Stock-based 401(k) Employer Plan Match
245,500
129,078

Minority interest
18,235
--

Changes in assets and liabilities:

Grants receivable
25,019
298,780

Accounts receivable
641,401
4,948

Income tax receivable
(350,000)
--

Prepaid expenses
(147,054)
(87,219)

Other current assets
2,882
(48,645)

Other assets
(53,427)
(37,681)

Assets held for sale
(126,328)
--

Accounts payable
(411,432)
(1,807,177)

Accrued bonuses
(101,004)
(294,358)

Accrued expenses
157,869
(5,521)

Accrued payroll
161,538
(51,534)

Deferred revenue
510,450
(345,153)

Deferred rent
(39,419)
(51,702)

Interest payable
3,750,000
--
 

Net cash used in operating activities
(3,819,159)
(12,252,902)
 
     

Cash flows from investing activities:

Acquisitions of property and equipment
(1,721,084)
(4,474,035)

Proceeds from sale of fixed assets
175,550
--

Repayments from (Loans to) - related parties
(40,750)
3,500
 
Net cash used in investing activities
(1,586,284)
(4,470,535)
 

Cash flows from financing activities:

Payments on capital lease obligations
(1,761,675)
(1,200,867)

Proceeds from issuance of preferred stock to minority interest
20,000,000
--

Proceeds from exercise of stock options
1,988,111
160,400

Proceeds from exercise of warrants
6,435,041
--

Proceeds from issuance of warrants
12,500,000
--

Proceeds from issuance of convertible debt
150,000,000
--

Proceeds from sale-leaseback of equipment
--
4,253,535

Payments of stock issuance costs
(908,207)
--

Payments of financing costs
(5,030,963)
--
 
Net cash provided by financing activities
183,222,307
3,213,068
 
Net increase (decrease) in cash and cash equivalents
177,816,864
(13,510,369)
Cash and cash equivalents, beginning of period
76,374,571
43,293,995
 
Cash and cash equivalents, end of period
$ 254,191,435
$ 29,783,626
 
Supplemental cash flow information:
Interest paid
$ 925,052
$ 544,899
Supplemental schedule of non-cash financing transactions:
Obligations under capital leases
$ --
$ 4,253,535
 

See accompanying notes to condensed consolidated financial statements.

 

CURAGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

2. 454 Corporation

3. ONO Pharmaceutical

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2000 and for the three and six month periods ended June 30, 2000 and 1999 should be read in conjunction with the sections of our audited financial statements and notes thereto as well as our "Management's Discussion and Analysis of Financial Condition and Results of Operations" that are included in our Annual Report on Form 10-K for the year ended December 31, 1999.

Overview

We are a biotechnology company focusing on the application of genomics to the systematic discovery of genes, gene sequences, variations in gene sequences, biological pathways and drug candidates in order to accelerate the discovery and development of therapeutic, agricultural and diagnostic products to improve human and animal health and the vitality of agriculture. We were incorporated in November 1991 and, until March 1993, were engaged primarily in organizational activities, research and development of our technology, grant preparation and obtaining financing. We have incurred losses since inception, principally as a result of research and development and general and administrative expenses in support of our operations. As of June 30, 2000, we had an accumulated deficit of $66,022,851. We anticipate incurring additional losses over at least the next several years as we expand our collaborative gene discovery efforts and internal discovery and development to discover genes, biological pathways and drug candidates, continue development of our technology and expand our operations. We expect that losses will fluctuate from quarter to quarter and that such fluctuations may be substantial.

Results of Operations

Three and Six Months Ended June 30, 2000 and 1999

Revenue. Collaboration revenue for the three and six months ended June 30, 2000 was $4,939,214 and $10,579,555, respectively, an increase of $1,666,043 and $5,211,905, or 51% and 97%, respectively, as compared to $3,273,171 and $5,367,650 for the corresponding periods in 1999. The increase for the three months ended June 30, 2000 was largely due to revenue recorded under our collaborative arrangements with Abgenix, Inc. ("Abgenix"), COR Therapeutics, Inc. ("COR"), Glaxo Wellcome, Inc., Hoffmann-La Roche Inc. ("Roche Pharma"), and Roche Vitamins Inc. ("Roche Vitamins") while the revenues recorded for the six month period ended June 30, 2000 also increased under agreements with Abgenix, COR, Genentech, Inc. ("Genentech"), Roche Pharma, and Roche Vitamins.

The revenue we recognize under our collaborative arrangements is generally based upon work performed on behalf of collaborators by our employees, or based upon our attainment of certain benchmarks specified in the related agreements. Based on notification received from Pioneer Hi-Bred International, Inc. ("Pioneer") dated July 31, 2000, informing us of the termination of the research portion of our collaborative research and license agreement effective November 2000, our collaboration revenue derived from the research portion of this collaboration will be reduced in future quarters. For the year ended December 31, 1999 and the six months ended June 30, 2000, we recorded revenue of $5,000,000 and $2,062,500, related to this agreement, which represented 33%, and 19% of total revenue, respectively. Further revenue growth will be dependent upon our ability to add additional collaborations, expand current collaborations and garner revenues from products currently under development by our collaborators.

Grant revenue for the three and six months ended June 30, 2000 decreased $59,516 and $636,980, or 100% each, compared to the same periods in 1999, due to the completion of two federal grants during the first and second quarters of 1999. As a result of the completion of such federal grants, we foresee no additional grant revenue in future periods, unless additional grant awards are received.

Operating Expenses. Collaborative research and development expenses for the three and six months ended June 30, 2000 were $8,206,429 and $15,856,973, respectively, compared to $6,327,240 and $12,918,699 for the three and six months ended June 30, 1999. The increases of $1,879,189 and $2,938,274 for the three and six months ended June 30, 2000, respectively, or 30% and 23%, respectively, were primarily attributable to internal research efforts and our obligations to fulfill research requirements under new and existing collaborations, which resulted in increased purchases of laboratory supplies, increased equipment depreciation and facilities expenses, and additional personnel costs. Future collaborative research and development expenses are expected to increase as additional personnel are hired, research and development facilities are expanded to accommodate our internal research and collaborations

 

and the operations of 454 Corporation are expanded, offset by a decrease in research and development expenses due to the termination of the research portion of our collaborative research and license agreement with Pioneer.

Grant research expenses for the three and six months ended June 30, 2000 of $0 and $0 each represented a 100% decrease compared to $36,775 and $417,386 for the three and six months ended June 30, 1999. The decrease in grant research expenses was attributable to the completion of our federal grants during the first and second quarters of 1999. As a result of the completion of such federal grants, we foresee no additional grant research expenses in future periods, unless additional grant awards are received.

General and administrative expenses for the three months ended June 30, 2000 increased $1,201,385, or 40%, to $4,204,203 as compared to $3,002,818 for the three months ended June 30, 1999. For the six months ended June 30, 2000 and 1999, general and administrative expenses were $7,704,032 and $6,211,885, respectively, an increase of $1,492,147 or 24%. The increases were primarily attributable to higher recruiting, personnel, payroll and marketing costs, upgrades to our administration facilities and related increased rent expense, as well as legal expenses in support of the development of our intellectual property portfolios. Over the next several years, we anticipate that the percentage increases in general and administrative expenses will continue to be similar to percentage increases in collaborative research and development expenses.

Interest Income, Net. Net interest income for the three and six months ended June 30, 2000 of $858,566 and $1,329,103 increased $749,563 and $917,833, or 688%, and 223%, compared to $109,003 and $411,270 for the same periods in 1999. The increases were primarily due to higher cash and cash equivalent balances as a result of funds received from the completion of our convertible debt offering in February 2000, our private placements during 1999 with Pequot Partners Fund, L.P. and Pequot International Fund, Inc. (collectively ''Pequot'') and Abgenix, and from the drawdown and simultaneous conversion of loans from Biogen, Inc. and Genentech during 1999, offset by the accrued interest expense associated with the completion of our convertible debt offering in early 2000. Gross interest expense for the three and six months ended June 30, 2000 of $2,750,267 and $4,655,316 represented an increase of $2,478,814 and $4,131,177, or 913% and 788%, compared to $271,453 and $524,139 for the corresponding periods in 1999. This increase in gross interest expense was primarily attributable to accrued interest to be paid to the holders of our convertible debt, as well as several early lease buyouts.

Income Taxes. As of June 30, 2000, we recorded a Connecticut research and development income tax benefit of $350,000. This income tax benefit is a result of recent Connecticut legislation, which allows companies to obtain cash refunds at a rate of 60% of their annual incremental research and development expense credit, in exchange for foregoing carryforward of the research and development credit. Since inception, we have incurred operating losses, and as of June 30, 2000, we had an accumulated deficit of $66,022,851 and therefore, have not paid any federal income taxes. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, valuation allowances in amounts equal to the deferred income tax assets have been established to reflect these uncertainties in all periods presented.

Net Loss. For the three months ended June 30, 2000, we reported a net loss of $6,281,087 or $0.16 per share as compared to $5,925,143 or $0.22 per share for the second quarter of 1999.

Liquidity and Capital Resources

As of June 30, 2000, we had $254 million in cash and cash equivalents, compared to $76 million as of December 31, 1999. This increase represents the receipt of proceeds from our convertible debt offering, proceeds from stock option and warrant exercises, interest income and the inclusion of cash raised in conjunction with the formation of our newly formed subsidiary. We have financed our operations since inception primarily through our initial public offering of Common Stock, collaborative research and development arrangements, private placements of equity securities, government grants, capital leases and our convertible debt offering. As of June 30, 2000, we had recognized $47,120,199 of cumulative sponsored research revenues from government grants and collaborative research agreements. To date, inflation has not had a material effect on our business.

Our investing activities have consisted primarily of acquisitions of equipment and expenditures for leasehold improvements. At June 30, 2000, our gross investment in equipment, computers and leasehold improvements was $22,944,437. At June 30, 2000, equipment with a gross book value of $11,838,470 secures our equipment financing

facility for equipment and tenant improvements in support of the laboratory expansions at the New Haven and Branford, Connecticut locations. We had no material commitments for capital expenditures at June 30, 2000.

In accordance with our investment policy, we are utilizing the following investment objectives for cash and cash equivalents: (1) investment decisions are made with the expectation of minimum risk of principal loss, even with a modest penalty in yield; (2) appropriate cash balances and related short-term funds are maintained for immediate liquidity needs, and appropriate liquidity is available for medium-term cash needs; and (3) maximum after-tax yield is achieved.

Net cash used in operating activities was $3,819,159 for the six months ended June 30, 2000, compared to $12,252,902 for the same period ended June 30, 1999. Cash outflows for operating activities for the six months ended June 30, 2000 consisted primarily of payments to vendors and payments of accrued bonuses. Cash used in investing activities during the six months ended June 30, 2000 primarily included acquisitions of property and equipment. Cash outflows for financing activities during the six months ended June 30, 2000 primarily included payments of financing costs and payments on capital lease obligations, while cash inflows included proceeds from the issuance of our convertible debt offering, the issuance of preferred stock and warrants, and exercises of stock options and warrants.

In June 2000, we launched 454 Corporation, a majority owned subsidiary established to develop novel technologies for use in drug discovery, preclinical development, and pharmacogenetics. We agreed to sell to Soros Fund Management, L.L.C., and Cooper Hill Partners, L.L.C. five year warrants to purchase 937,500 shares of our common stock at $32.375 per share for an aggregate purchase price of $12.5 million. Simultaneously, 454 Corporation sold four million shares of series B preferred stock to Soros Fund Management and Cooper Hill Partners and members of our senior management team and related parties for an aggregate purchase price of $20 million.

In order to complete the funding of 454 Corporation and in exchange for 6 million shares of series A preferred stock, we contributed to 454 Corporation $20 million in cash and certain technologies for conducting genomic analyses. As a result of our contribution of technology to 454 Corporation, we recognized a gain of $3,928,869 recorded in paid-in-capital.

As of June 30, 2000, we had federal and Connecticut net operating loss carryforwards for income tax purposes of approximately $108,000,000 and $97,000,000, respectively. Federal net operating loss carryforwards expire beginning in 2008, and Connecticut net operating loss carryforwards began expiring in 1998. We also had federal and Connecticut research and development tax credit carryforwards for income tax purposes of approximately $3,600,000 and $3,000,000, respectively at June 30, 2000. As of June 30, 2000, we also recorded a Connecticut research and development income tax benefit of $350,000. We anticipate that this amount will be refunded during 2001.

For the three and six months ended June 30, 2000, minority interest was $15,751,552 as compared to $0 for the same periods in 1999. This increase is related to the recent establishment of 454 Corporation, a 60% owned subsidiary, and reflects the initial minority shareholders' capitalization less their portion of various expenses incurred to date.

Recently Enacted Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 modifies the accounting for derivatives and hedging activities and is effective for the quarterly periods beginning after June 15, 2000. We have not determined the effects, if any, that SFAS No. 133 will have on our financial statements.

In December 1999, the United States Securities and Exchange Commission issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides the staff's views in applying generally accepted accounting principles to selected revenue recognition issues, as well as examples of how the staff applies revenue recognition guidance to specific circumstances. We do not currently anticipate that SAB 101 will have a material effect on our financial position and results of operations.

Certain Factors That May Affect Results of Operations

This report may contain forward-looking statements that are subject to certain risks and uncertainties. These statements include statements with respect to both CuraGen Corporation and 454 Corporation regarding the expected future levels of losses, potential quarterly fluctuations in the levels of losses, the expected future fluctuations in revenues, capital lease obligations and collaborative research and development expenses, the expected future decrease in net interest income and the anticipated increases in general and administrative expenses. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the following: both CuraGen Corporation's and 454 Corporation's early stage of development, technological uncertainty and product development risks, uncertainty of additional funding, reliance on research collaborations, competition, both CuraGen Corporation's and 454 Corporation's ability to protect its patents and proprietary rights and uncertainties relating to commercialization rights. For further information, refer to the more specific risks and uncertainties discussed throughout this discussion and analysis.

Part II - Other Information

Item 2. Changes in Securities and Use of Proceeds

On June 5, 2000, in conjunction with the establishment of 454 Corporation, a majority owned subsidiary, we issued to Soros Fund Management, L.L.C., and Cooper Hill Partners, L.L.C. five year warrants to purchase 937,500 shares of our common stock at $32.375 per share for an aggregate purchase price of $12.5 million. These warrants were issued in a private placement under Section 4(2) of the Securities Act of 1933.

Item 4. Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of shareholders on May 23, 2000, and the following matters were voted on at that meeting:

1. The election of Vincent T. DeVita, Jr., M.D. as Class II Director, to serve for a three-year term of office or until his successor is elected. The following chart shows the number of votes cast for or against, as well as the number of abstentions and broker nonvotes:

Our current Directors are Richard H. Booth, Vincent T. DeVita, Jr., Robert E. Patricelli and Randy Thurman

2. The proposal to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Voting Common Stock from 50,000,000 shares to 250,000,000 shares. The following chart shows the number of votes cast for or against, as well as the number of abstentions and broker nonvotes:

Item 6. Exhibits and Reports on Form 8-K

A. Exhibits

        B. Reports on Form 8-K

On April 13, 2000, we filed a report on Form 8-K in connection with the renewal of our drug research collaboration with Genentech, Inc. for a minimum of an additional two and one-half years. The collaboration, which began in 1997, involves the application of our high-throughput functional genomic technologies and disease expertise to advance the discovery of novel protein therapeutics and antibodies.

On June 6, 2000, we filed a report on Form 8-K announcing the launch of 454 Corporation, a majority-owned subsidiary established to develop novel technologies for use in drug discovery, preclinical development, and pharmacogenetics. This subsidiary has been funded in part through a private placement totaling $32.5 million from investors including Soros Fund Management, L.L.C. and Cooper Hill Partners, L.L.C.

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: August 14, 2000
CuraGen Corporation
   

By: /s/ David M. Wurzer
David M. Wurzer
Executive Vice-President, Treasurer
and Chief Financial Officer, (principal
financial and accounting officer of the registrant)

                                                                                                                                      

 

No.


   10.1    Collaboration Agreement by and between Abgenix, Inc. and the
              Registrant, effective as of December 8, 1999.

 *11       Computation of Net Loss Per Share  

 *27        Financial Data Schedule
 

_____________________

* Previously filed



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