<PAGE> 1
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UNITED STATES
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 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 000-31161
ARENA PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2908305
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6166 Nancy Ridge Drive, San Diego, CA 92121
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(858) 453-7200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ ] No [X]
Indicate the number of shares outstanding of each of issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK, $0.0001 PAR VALUE 22,683,813 SHARES
------------------------------ -----------------
Class Outstanding at August 31, 2000
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ARENA PHARMACEUTICALS, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- June 30, 2000 and
December 31, 1999 (unaudited)............................... 3
Condensed Consolidated Statements of Operations -- Three
and Six Month Periods Ended June 30, 2000 and 1999
(unaudited)................................................. 4
Condensed Consolidated Statements of Cash Flows -- Six
Month Periods Ended June 30, 2000 and 1999 (unaudited)...... 5
Notes to Condensed Consolidated Financial Statements........ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 7
Item 3. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 12
Item 2. Change in Securities and Use of Proceeds.................... 12
Item 3. Defaults upon Senior Securities............................. 12
Item 4. Submission of Matters to a Vote of Security Holders......... 12
Item 5. Other Information........................................... 12
Item 6. Exhibits and Reports on Form 8-K............................ 13
Signatures........................................................... 14
Index of Exhibits.................................................... 15
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARENA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
-------------------------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,401,508 $ 31,941,743
Prepaid expenses 172,052 274,488
-------------------------------
Total current assets 5,573,560 32,216,231
Property and equipment, net 2,773,382 2,942,498
Deposits 98,943 8,061
Deferred financing costs -- 768,309
Restricted cash 79,955 79,955
-------------------------------
Total assets $ 8,525,840 $ 36,015,054
===============================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 866,414 $ 939,186
Current portion of deferred revenue -- 378,854
Current portion of obligations under capital leases 355,119 453,567
-------------------------------
Total current liabilities 1,221,533 1,771,607
Convertible note payable to related party 934,312 970,175
Deferred revenue, less current portion -- 595,000
Capital lease obligations, less current portion 1,224,472 1,203,006
Deferred rent payable 793,123 815,761
Redeemable convertible preferred stock, $.0001 par value:
17,608,593 shares authorized at December 31, 1999 and
June 30, 2000; 6,908,593 and 12,698,578 shares issued
at December 31, 1999 and June 30, 2000, respectively 18,251,949 48,317,013
Stockholders' deficit:
Additional paid in capital 1,055,328 10,609,533
Common stock 111 190
Deferred compensation (625,955) (7,929,916)
Deficit accumulated (14,329,033) (20,337,315)
-------------------------------
Total stockholders' deficit (13,899,549) (17,657,508)
-------------------------------
Total liabilities and stockholders' deficit $ 8,525,840 $ 36,015,054
===============================
</TABLE>
See accompanying notes to condensed financial statements.
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ARENA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------------- -------------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE
Total revenue $ -- $ 1,289,271 $ -- $ 1,289,271
EXPENSES
Research and development 1,767,767 2,681,629 3,544,417 5,080,987
General and administrative 694,574 495,672 998,970 919,500
Amortization of deferred compensation 179,386 1,419,565 179,386 1,829,044
------------ ------------ ------------ ------------
Total expenses 2,641,727 4,596,866 4,722,773 7,829,531
Interest Income 135,666 465,939 249,591 623,400
Interest expense (21,594) (58,056) (52,708) (117,635)
Other income 1,105 13,630 1,105 26,213
------------ ------------ ------------ ------------
Total other income and expenses 115,177 421,513 197,988 531,978
------------ ------------ ------------ ------------
Net loss (2,526,550) (2,886,082) (4,524,785) (6,008,282)
Non-cash preferred stock charge -- (8,203,505) -- (22,391,068)
------------ ------------ ------------ ------------
Net loss applicable to common stockholders $ (2,526,550) $(11,089,587) $ (4,524,785) $(28,399,350)
============ ============ ============ ============
Historical net loss per share, basic and
diluted $ (2.48) $ (8.47) $ (4.52) $ (23.70)
============ ============ ============ ============
Shares used in calculating historical net loss
per share, basic and diluted 1,019,375 1,309,968 1,001,625 1,198,238
============ ============ ============ ============
Pro forma net loss per share $ (0.81) $ (2.43)
============ ============
Shares used in calculating pro forma net
loss per share 13,761,365 11,695,092
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
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ARENA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------------
1999 2000
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (4,524,785) $ (6,008,282)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 135,355 348,722
Amortization of deferred compensation 179,386 1,829,044
Interest accrued on
notes payable to related party 44,773 35,863
Deferred rent 23,534 22,638
Deferred revenue -- 973,854
Deferred financing costs 150,711 (768,309)
Changes in operating assets and liabilities
Prepaid expenses (226,910) (102,436)
Accounts payable and accrued expenses 296,317 72,772
Other liabilities 86,310 --
-------------------------------
Net cash used in operating activities (3,835,309) (3,596,134)
INVESTING ACTIVITIES
Purchases of property and equipment (820,870) (517,838)
Deposits and restricted cash (6,890) 90,882
-------------------------------
Net cash used in investing activities (827,760) (426,956)
FINANCING ACTIVITIES
Advances under capital lease obligations 114,369 377,015
Principal payments under capital lease obligations (11,241) (300,033)
Note payable proceeds 375,000 --
Prepaid financing proceeds -- --
Proceeds from warrants exercised -- 69,000
Proceeds from issuance of common stock 6,276 352,279
Proceeds from issuance of redeemable preferred stock 14,132,224 30,065,064
-------------------------------
Net cash provided by financing activities 14,616,628 30,563,325
-------------------------------
Net increase in cash & cash equivalents 9,953,559 26,540,235
Cash and cash equivalents at beginning of period 194,243 5,401,508
-------------------------------
Cash and cash equivalents at end of period $ 10,147,802 $ 31,941,743
===============================
</TABLE>
See accompanying notes to condensed financial statements.
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NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying unaudited financial statements of Arena Pharmaceuticals, Inc.
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered necessary
for a fair presentation have been included. Interim results are not necessarily
indicative of results for a full year.
Through March 31, 2000, Arena was considered to be a development stage company.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the audited financial statements and footnotes thereto included in Arena's
Registration Statement on Form S-1, as amended (File No. 333-35944) for the year
ended December 31, 1999, as filed with the Securities and Exchange Commission
("SEC").
(2) Net Loss Per Share
In accordance with SFAS No. 128, Earnings Per Share, and SEC Staff Accounting
Bulletin (or SAB) No. 98, basic net income (loss) per share is computed by
dividing the net income (loss) for the period by the weighted average number of
common shares outstanding during the period. Diluted net income (loss) per share
is computed by dividing the net income (loss) for the period by the weighted
average number of common and common equivalent shares outstanding during the
period. Potentially dilutive securities comprised of incremental common shares
issuable upon the exercise of stock options and warrants, and common shares
issuable on conversion of preferred stock, were excluded from historical diluted
loss per share because of their anti-dilutive effect.
Under the provisions of SAB No. 98, common shares issued for nominal
consideration, if any, would be included in the per share calculations as if
they were outstanding for all periods presented. No common shares have been
issued for nominal consideration.
Pro forma net loss per share has been computed as described above and also gives
effect to common equivalent shares arising from preferred stock that
automatically converted upon the closing of the Company's initial public
offering (using the as-if converted method from the original date of issuance).
(3) Deferred Stock Compensation
During the year ended December 31, 1999 and the six months ended June 30, 2000,
in connection with the grant of stock options to employees, the Company recorded
deferred stock compensation totaling approximately $1.0 million and $8.9
million, respectively, representing the difference between the exercise price
and the estimated market value of the Company's common stock as determined by
the Company's management on the date such stock options were granted. Deferred
compensation is included as a reduction of stockholders' equity and is being
amortized to expense over the vesting period of the options in accordance with
FASB Interpretation No. 28, which permits an accelerated amortization
methodology. During the six months ended June 30, 1999 and 2000, the Company
recorded amortization of deferred compensation expense of approximately $179,000
and $1.8 million, respectively. At June 30, 2000, total charges to be recognized
in future periods form amortization of deferred stock compensation are
anticipated to be approximately $1.9 million, $3.1 million, $2.0 million,
676,000, and $17,000 for the remaining six months of 2000, and for the years
ended December 31, 2001, 2002, 2003 and 2004, respectively.
During the six months ended June 30, 2000, in connection with the grant of stock
options to consultants, the Company recorded deferred stock compensation
totaling approximately $205,000. Deferred compensation for stock options granted
to consultants is periodically remeasured as the underlying options vest. For
the six months ended June 30, 2000 the Company recorded approximately $79,000 in
deferred compensation expense relating to options granted to our consultants. At
June 30, 2000, total charges to be recognized in future periods from
amortization of deferred stock compensation relating to options granted to our
consultants are anticipated to be approximately $126,000.
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(4) Non-cash preferred stock charge
In January 2000, March 2000 and April 2000, the Company sold Shares of Series E
Convertible Redeemable Preferred Stock, Series F Convertible Redeemable
Preferred Stock, and Series G Convertible Redeemable Preferred Stock,
respectively at what management believed was fair value. Subsequent to the
commencement of the initial public offering process, the Company re-evaluated
the fair value of its common stock as of January 2000, March 2000 and April 2000
and determined it to be $4.68, $13.50 and $13.50, respectively. In accordance
with EITF 98-5, the Company recorded a non-cash preferred stock charge in the
amount of approximately $22.4 million in the six months ended June 30, 2000. The
Company recorded the charge at the date of issuance by offsetting charges and
credits to preferred stock, without any effect on stockholders' equity. The
non-cash preferred stock charge increases the loss applicable to common
stockholders in the calculation of basic net loss per share for the three and
six months ended June 30, 2000.
(5) Initial Public Offering of Common Stock
On July 28, 2000 the Company completed an initial public offering in which it
sold 6,000,000 shares of common stock at $18 per share for net proceeds of
approximately $99.2 million, net of underwriting discounts, commissions and
estimated offering expenses. Upon the closing of the offering, all of the
Company's redeemable convertible preferred stock converted into 12,698,578
shares of common stock.
On August 10, 2000 the underwriters exercised an over-allotment option to
purchase an additional 900,000 shares resulting in net proceeds of
approximately $15.1 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis should be read in conjunction with our financial
statements and accompanying notes included in this report and the financial
statements and notes thereto for the year ended December 31, 1999 included in
the Company's Registration Statement on Form S-1, as amended (File No.
333-35944) which was declared effective by the Securities and Exchange
Commission on July 27, 2000. Operating results are not necessarily indicative of
results that may occur in future periods.
Certain statements contained in this Form 10-Q, other securities filings, press
releases, interviews, our web-site (www.arenapharm.com) and other public
statements that are not historical facts, including those statements that refer
to our plans, prospects, expectations, strategies, intentions, hopes and
beliefs, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. You should not place undue
reliance on these forward-looking statements. These statements involve risks,
uncertainties and other factors, including those described below and elsewhere
in this Form 10-Q, that may cause our actual results or timing of events to
differ materially from any expressed or implied by these forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue,' or the negative of
these terms or other comparable terminology. Examples of such forward-looking
statements include, but are not limited to, statements about our plans and
objectives during the remainder of 2000, and our plans and objectives generally,
statements about our expected receipts of revenue from our collaborations, and
our collaborations generally, statements about our future operating losses and
anticipated operating and capital expenditures, statements about increases in
our research and development expenses, statements about future non-cash charges
related to option grants to our employees, statements about the sufficiency of
our cash on hand and the net proceeds from our recent initial public offering to
fund our operations for the next 24 months, statements about anticipated hiring,
and statements about the effect of changes in interest rates on our business and
financial results. Factors that might cause such a difference include, but are
not limited to, those discussed elsewhere in this document and those discussed
in "Risk Factors" and elsewhere in our Registration Statement on Form S-1, as
amended (File No. 333-35944). We assume no obligation to update these
forward-looking statements as circumstances change in the future.
We are a biotechnology company that has developed CART, a new technology which
we use to identify new drug candidates more efficiently than traditional drug
discovery techniques. Using CART, we have discovered new drug candidates in the
areas of obesity and schizophrenia. Based on our success using CART, we have
established collaborative drug discovery programs with a number of
pharmaceutical and biotechnology companies.
Since our inception in April 1997, we have devoted substantially all of our
resources to the research and development of CART. We have incurred significant
operating losses since our inception and, as of June 30, 2000, we had an
accumulated deficit of $20.3 million. We expect to incur additional operating
losses as we continue to develop our technologies and fund internal research and
development. For the first time we recorded revenues attributable to new
collaborations, which included research funding, milestone payments and
technology access and development fees. Our prospects should be considered in
light of the risks, expenses and difficulties encountered by companies in the
early stages of development, particularly those companies in the rapidly
changing pharmaceutical and biotechnology industries.
In April 2000, we entered into a significant collaborative agreement with Eli
Lilly, one of the world's leading pharmaceutical companies. This collaboration
principally focuses on diseases of the central nervous system and endocrine
system, as well as cardiovascular diseases. The collaboration may be expanded to
other diseases, including cancer. We will activate a number of mutually selected
G protein-coupled receptors and will provide Eli Lilly with
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biochemical assays for use in their screening facilities. We have received, and
will continue to receive, research funding from Eli Lilly for our internal
resources committed to these tasks, which will be augmented by substantial
resource commitments by Eli Lilly. Under the terms of the agreement, we received
a one-time up-front payment in the amount of $500,000 which we are recognizing
ratably over the five-year collaboration term. In the future, we may receive up
to $1.25 million per receptor based upon milestone payments in connection with
the successful application of CART to each receptor, and up to an additional
$6.0 million based upon clinical development milestone payments for each drug
candidate discovered using CART. We may also receive additional milestone and
royalty payments associated with the commercialization of drugs discovered using
CART, if any. In addition, we have entered into other collaborative agreements,
including with Taisho Pharmaceutical Co., Ltd., and Fujisawa Pharmaceutical Co.,
Ltd., regarding the application of CART to G protein-coupled receptors. We have
received approximately $1.5 million in cash proceeds from Eli Lilly, and
approximately $800,000 in cash proceeds from Taisho, through June 30, 2000.
We plan to pursue several specific objectives during the remainder of 2000,
namely:
- establishing additional collaborations with pharmaceutical and
biotechnology companies based on using CART
- expanding the number of receptors available for activation by CART
through internal research efforts and, potentially, external licensing
agreements
- increasing our internally funded drug discovery efforts, including
expansion of our chemistry and screening efforts
- continuing clinical trials of T-82 and potentially entering into
collaborations to develop our anti-obesity and anti-psychotic drug
programs
Our ability to achieve our identified goals or objectives is dependent upon many
factors, some of which are out of our control, and we may not achieve our
identified goals or objectives.
Our quarterly operating results will depend upon many factors, including
expiration of research contracts with our collaborators, the size of future
collaborations, the success rate of our technology collaborations leading to
milestones and royalties, and general and industry-specific economic conditions
which may affect research and development expenditures. As a consequence, our
revenues in future periods are likely to fluctuate significantly from period to
period.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Revenues
We recorded revenues during the three months ended June 30, 2000 in the amount
of approximately $1.3 million as compared to no revenue during the three months
ended June 30, 1999. The revenues for the three months ended June 30, 2000 were
attributable to new collaborations, which included research funding and
technology access and development fees. Research funding is recognized as
revenue when the services are rendered. Revenue from technology access and
development fees is recognized over the term of the collaboration. Revenue from
milestone payments is recognized when the milestone is achieved. Our
collaborators often pay us before we recognize the revenue, and these payments
are deferred until earned. As of June 30, 2000, we had current and long-term
deferred revenue totaling approximately $1.0 million.
Research and Development
Research and development expenses increased $914,000 to $2.7 million for the
three months ended June 30, 2000 from $1.8 million for the three months ended
June 30, 1999. The increase was due primarily to increased personnel related
expenses and lab supplies to support the personnel in order to expand the
application of our technology. The increase was offset by reduced expenses of
$61,000 related to the development of T-82 for which we initiated Phase I
clinical trials in early 1999, and which were completed in late 1999. As of June
30, 2000, all research and development costs have been expensed as incurred. We
believe that continued investment in research and development is critical to
attaining our strategic objectives and we expect these expenses to continue and
to increase.
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General and Administrative
General and administrative expenses decreased $199,000 to $496,000 for the three
months ended June 30, 2000 from $695,000 for the three months ended June 30,
1999. The decrease was a result of a negotiated satisfaction in the three months
ended June 30, 1999 related to our Series C Preferred round of financing
partially offset by increased personnel related expenses during the three months
ended June 30, 2000. General and administrative expenses consist primarily of
salaries and related personnel expenses for executive, finance and
administrative personnel, professional fees, and other general corporate
expenses. We expect that our general and administrative expenses will increase
to support our growth and requirements as a public company.
Non-Cash Stock-Based Compensation Charges
Deferred compensation for options granted to employees has been determined as
the difference between the exercise price and the fair value of our common
stock, as estimated by us for financial reporting purposes, on the date options
were granted. Deferred compensation for options granted to consultants has been
determined in accordance with the Statement of Financial Accounting Standards
No. 123 as the fair value of the equity instruments issued and is periodically
remeasured as the underlying options vest in accordance with EITF 96-18.
For the three months ended June 30, 2000, we recorded amortization of deferred
compensation of approximately $1.4 million, compared to $179,000 for the three
months ended June 30, 1999.
Interest Income
Interest income increased to $466,000 for the three months ended June 30, 2000
from $136,000 in the same period in 1999, due to higher average cash balances.
Interest Expense
Interest expensed increased $36,000 to $58,000 for the three months ended June
30, 2000 as compared to $22,000 for the same period in 1999. This increase
represents interest accrued on our equipment leases, as well as interest accrued
on our other debt.
Non-cash preferred stock charge
We recorded a non-cash preferred stock charge of $8.2 million for the three
months ended June 30, 2000. This non-cash preferred stock charge relates to the
issuance of our Series G preferred stock in April 2000, which is convertible
into shares of our common stock. We recorded the non-cash preferred stock charge
at the date of issuance by increasing the net loss applicable to common
stockholders, without any effect on total stockholders' equity. The amount
increased our basic net loss per share for the three months ended June 30, 2000.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Revenues
We recorded revenues during the six months ended June 30, 2000 in the amount of
approximately $1.3 million as compared to no revenue during the six months ended
June 30, 1999. The revenues for the six months ended June 30, 2000 was
attributable to new collaborations, which included research funding and
technology access and development fees. Research funding is recognized as
revenue when the services are rendered. Revenue from technology access and
development fees is recognized over the term of the collaboration. Revenue from
milestone payments is recognized when the milestone is achieved. Our
collaborators often pay us before we recognize the revenue, and these payments
are deferred until earned. As of June 30, 2000, we had current and long-term
deferred revenue totaling approximately $1.0 million.
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Research and Development
Research and development expenses increased $1.6 to $5.1 million for the six
months ended June 30, 2000 from $3.5 million for the six months ended June 30,
1999. The increase was due primarily to increased personnel related expenses and
lab supplies to support the personnel in order to expand the application of our
technology. The increase was offset by reduced expenses of $545,000 related to
the development of T-82 for which we initiated Phase I clinical trials in early
1999, and which were completed in late 1999. As of June 30, 2000, all research
and development costs have been expensed as incurred. We believe that continued
investment in research and development is critical to attaining our strategic
objectives and we expect these expenses to continue and to increase.
General and Administrative
General and administrative expenses decreased $79,000 to $920,000 for the six
months ended June 30, 2000 from $999,000 for the six months ended June 30, 1999.
The decrease was a result of a negotiated satisfaction in the six months ended
June 30, 1999 related to our Series C Preferred round of financing partially
offset by increased personnel related expenses during the six months ended June
30, 2000. General and administrative expenses consist primarily of salaries and
related personnel expenses for executive, finance and administrative personnel,
professional fees, and other general corporate expenses. We expect that our
general and administrative expenses will increase to support our growth and
requirements as a public company.
Non-Cash Stock-Based Compensation Charges
For the six months ended June 30, 2000, we recorded amortization of deferred
compensation of approximately $1.8 million, compared to $179,000 for the six
months ended June 30, 1999. We also recorded non-cash compensation charges of
$79,000 in the six months ended June 30, 2000 for stock options granted to
consultants.
Interest Income
Interest income increased to $623,000 for the six months ended June 30, 2000
from $250,000 in the same period in 1999, due to higher average cash balances.
Interest Expense
Interest expensed increased $65,000 to $118,000 for the six months ended June
30, 2000 as compared to $53,000 for the same period in 1999. This increase
represents interest accrued on our equipment leases, as well as interest accrued
on our other debt.
Non-cash preferred stock charge
We recorded a non-cash preferred stock charge of $22.4 million for the six
months ended June 30, 2000. This non-cash preferred stock charge relates to the
issuance of our Series E Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock in January 2000, March 2000, and April 2000, respectively, which
is convertible into shares of our common stock. We recorded the non-cash
preferred stock charge at the date of each issuance by increasing the net loss
applicable to common stockholders, without any effect on total stockholders'
equity. The amount increased our basic net loss per share for the six months
ended June 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
We have experienced net losses and negative cash flow from operations since our
inception. At June 30, 2000, we had an accumulated deficit of $20.3 million. Our
net losses have resulted primarily from expenses incurred in connection with our
research and development activities and general and administrative expenses. To
date, we have funded our operations primarily through equity financings and to a
lesser extent through funding from our collaborators.
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As of June 30, 2000, we had $31.9 million in cash and cash equivalents compared
to $5.4 million in cash and cash equivalents as of December 31, 1999. The
increase primarily represents proceeds from issuance of our preferred stock in
the first six months of 2000 offset by our net losses.
Net cash used in operating activities was approximately $3.6 million during the
six months ended June 30, 2000 and was approximately $3.8 million during the six
months ended June 30, 1999. The primary use of cash was to fund our net losses
for these periods, adjusted for non-cash expenses and changes in operating
assets and liabilities.
Net cash used in investing activities was approximately $427,000 during the six
months ended June 30, 2000 and was approximately $828,000 during the six months
ended June 30, 1999. Net cash used in investing activities was primarily the
result of the acquisition of laboratory and computer equipment, leasehold
improvements and furniture and fixtures.
Net cash proceeds from financing activities was approximately $30.6 million
during the six months ended June 30, 2000 and was approximately $14.6 million
during the six months ended June 30, 1999. The net cash proceeds from financing
activities during these periods were primarily from the issuance of preferred
stock.
We lease our corporate and research and development facilities under two leases
which expire on April 30, 2013. The leases provide us with options to extend for
two additional five-year periods. We have also entered into capital lease
agreements for various lab and office equipment. The terms of these capital
lease agreements range from 48 to 60 months. Current total minimum annual
payments under these capital leases are approximately $500,000 in 2000, $500,000
in 2001, $500,000 in 2002, $381,000 in 2003 and $17,000 in 2004.
We expect to continue to incur substantial losses through at least fiscal year
end 2000, and may incur net losses in subsequent periods. The amount and timing
of future losses are highly uncertain. Our ability to achieve and thereafter
sustain profitability will be dependent upon, among other things, obtaining
additional strategic alliances as well as establishing additional collaborative
or licensing arrangements.
Based on the research collaborations we already have in place and our current
internal business plan, we expect to hire an additional 20 to 25 employees,
primarily scientists, by the end of 2000. While we believe that our cash balance
at June 30, 2000 as well as our net proceeds of approximately $114.3 million
from our public offering completed in the third quarter of 2000, combined with
current capital resources and anticipated cash flows from licensing activities,
will be sufficient to meet our capital requirements for at least the next two
years, we cannot assure you that we will not require additional financing before
such time. Our funding requirements may change at any time due to technological
advances or competition from other companies. Our future capital requirements
will also depend on numerous other factors, including scientific progress in our
research and development programs, additional personnel costs, progress in
pre-clinical testing, the time and cost related to proposed regulatory
approvals, if any, and the costs of filing and prosecution of patent
applications and enforcing patent claims. We cannot assure you that adequate
funding will be available to us or, if available, that such funding will be
available on acceptable terms. Any shortfall in funding could result in the
curtailment of our research and development efforts.
INCOME TAXES
As of December 31, 1999, we had approximately $12.6 million of net operating
loss carryforwards and $681,000 of research and development credit carryforwards
for federal income tax purposes. These carryforwards expire on various dates
beginning in 2012. These amounts reflect different treatment of expenses for tax
reporting than are used for financial reporting. United States tax law contains
provisions that may limit our ability to use net operating loss and tax credit
carryforwards in any year, or if there has been an ownership change. Any future
ownership change may limit the use of net operating loss and tax credit
carryforwards. Based on our valuation and applicable Internal Revenue Code
regulations, we believe our activities, including our initial public offering,
will not have a material effect on our ability to use those carryforwards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates primarily to
our cash equivalents and short-term investments. We do not use derivative
financial instruments in our investment portfolio. Our cash and investments
policy emphasizes liquidity and preservation of principal over other portfolio
considerations. We select investments that maximize interest income to the
extent possible within these guidelines. To date we have limited default risk
by investing primarily in treasury-backed securities. If market interest rates
were to decrease by 1.0% from June 30, 2000, future interest income from our
portfolio would decline annually by less than $320,000. The modeling technique
used measures the change in fair values arising from an immediate hypothetical
shift in market interest rates and assumes ending fair values include principal
plus earned interest.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2000 we granted options to purchase
214,175 shares of common stock to employees under our 1998 Stock Plan. During
the three months ended June 30, 2000 employees and non-employees exercised
options for 310,875 shares of common stock. The issuance of these restricted
securities were deemed to be exempt from registration under the Act in reliance
upon Section 4 (2) of the Act or Rule 701 promulgated under Section 3 (b) of the
Act.
On April 17, 2000 we issued to accredited investors 1,323,146 shares of Series G
Redeemable Convertible Preferred Stock in reliance on Section 4(2) of the Act
for gross proceeds of $9.7 million and net proceeds of $9.6 million.
On July 28, 2000 we completed our initial public offering of 6,000,000 shares of
our common stock at an initial public offering price of $18.00 per share for
gross proceeds of $108 million and estimated net proceeds of approximately $99.2
million. We paid a total of approximately $7.6 million in underwriting discounts
and commissions and estimate other costs and expenses, other than underwriting
discounts and commissions, will total approximately $1.2 million in connection
with the offering. The managing underwriters in the offering were ING Barings,
Prudential Vector Healthcare and SG Cowen. The shares of common stock sold in
the offering were registered under the Act in a Registration Statement on Form
S-1, as amended (No. 333-35944). The Securities and Exchange Commission declared
the Registration Statement effective on July 27, 2000.
Concurrently with the closing of the initial public offering, the 12,698,578
shares of redeemable convertible preferred stock outstanding at August 2, 2000
were automatically converted into 12,698,578 shares of common stock.
Furthermore, on August 10, 2000 the underwriters exercised their over-allotment
option for an additional 900,000 shares of our common stock at the initial
public offering price of $18.00 per share for gross proceeds of $16.2 million
and net proceeds of approximately $15.1 million. We paid a total of
approximately $1.1 million in underwriting discounts and commissions in
connection with the exercise of the over-allotment option.
Because the initial public offering occurred after June 30, 2000, we had not
used any of the net proceeds from the offering through the end of the period
covered by this report on Form 10-Q. We expect that our use of proceeds from the
offering will conform to the intended use of proceeds as described in our
Registration Statement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In May 2000, prior to our initial public offering, our stockholders, acting by
written consent, approved our Fourth Amended and Restated Certificate of
Incorporation to be in effect upon closing of the initial public offering. Also
in May 2000, prior to our initial public offering, our stockholders, acting by
written consent, approved our 2000 Equity Compensation Plan, to be in effect
upon closing of the initial public offering. Each of these consents was approved
by holders of greater than 66-2/3% of each class entitled to vote for such
matters.
ITEM 5. OTHER INFORMATION.
None.
12
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1+ Amended and restated certificate of
incorporation
3.2+ By-laws
4.1+ Convertible Promissory Note, dated June 30, 1997,
issued to Tripos, Inc.
4.2+ Form of common stock certificate
4.3+ Investor Rights Agreements
10.1+ Arena Pharmaceuticals, Inc. 1998 Equity
Compensation Plan
10.2+ Arena Pharmaceuticals, Inc. 2000 Equity
Compensation Plan
10.3+ Services Agreement, dated May 26, 1999, by and
between ChemNavigator.com, Inc. and Jack Lief
10.4+ Services Agreement, dated May 26, 1999, by and
between ChemNavigator.com, Inc. and Richard P.
Burgoon, Jr.
10.5+ Services Agreement, dated May 26, 1999, by and
between ChemNavigator.com, Inc. and Robert Hoffman
10.6+ Lease, dated as of April 30, 1998, by and between
ARE -- 1666 Nancy Ridge, LLC and Arena
Pharmaceuticals, Inc.; as amended by First
Amendment to Lease dated as of June 30, 1998
10.7**+ Binding Letter of Intent & Memorandum of
Agreement, effective as of May 29, 2000 by and
between Taisho Pharmaceutical Co., Ltd. and Arena
Pharmaceuticals, Inc.
10.8**+ License Agreement, effective as of January 23,
1998 by and between Arena Pharmaceuticals, Inc.
and SS Pharmaceutical Co., Ltd.; as amended by
Addendum No. 1, dated April 5, 1999
10.9**+ Research Collaboration and License Agreement,
effective as of April 14, 2000, by and between
Arena Pharmaceuticals, Inc. and Eli Lilly and
Company
10.10**+ Agreement, dated effective as of January 24, 2000,
by and between Arena Pharmaceuticals, Inc. and
Fujisawa Pharmaceutical Co., Ltd.
10.11+ Binding Letter of Intent & Memorandum of
Agreement, dated as of April 3, 2000, between
Lexicon Genetics, Inc. and Arena Pharmaceuticals,
Inc.
10.12+ Agreement, effective as of September 15, 1999, by
and between Arena Pharmaceuticals, Inc. and
Neurocrine Biosciences, Inc.
10.13+ Lease, dated May 4, 2000, by and between Limar
Realty Corp. #13 and Arena Pharmaceuticals, Inc.
27.1 Financial Data Schedule
+ Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended, File No. 333-35944
** Confidential treatment has been granted for portions of this document
</TABLE>
13
<PAGE> 14
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the three months ended
June 30, 2000.
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.
ARENA PHARMACEUTICALS , INC.
--------------------------------------
(Registrant)
Date: September 11, 2000 /s/ JACK LIEF
--------------------------------------
Jack Lief
President and Chief Executive Officer
/s/ ROBERT HOFFMAN
--------------------------------------
Robert Hoffman
Vice President, Finance
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1+ Amended and restated certificate of
incorporation
3.2+ By-laws
4.1+ Convertible Promissory Note, dated June 30, 1997,
issued to Tripos, Inc.
4.2+ Form of common stock certificate
4.3+ Investor Rights Agreements
10.1+ Arena Pharmaceuticals, Inc. 1998 Equity
Compensation Plan
10.2+ Arena Pharmaceuticals, Inc. 2000 Equity
Compensation Plan
10.3+ Services Agreement, dated May 26, 1999, by and
between ChemNavigator.com, Inc. and Jack Lief
10.4+ Services Agreement, dated May 26, 1999, by and
between ChemNavigator.com, Inc. and Richard P.
Burgoon, Jr.
10.5+ Services Agreement, dated May 26, 1999, by and
between ChemNavigator.com, Inc. and Robert Hoffman
10.6+ Lease, dated as of April 30, 1998, by and between
ARE -- 1666 Nancy Ridge, LLC and Arena
Pharmaceuticals, Inc.; as amended by First
Amendment to Lease dated as of June 30, 1998
10.7**+ Binding Letter of Intent & Memorandum of
Agreement, effective as of May 29, 2000 by and
between Taisho Pharmaceutical Co., Ltd. and Arena
Pharmaceuticals, Inc.
10.8**+ License Agreement, effective as of January 23,
1998 by and between Arena Pharmaceuticals, Inc.
and SS Pharmaceutical Co., Ltd.; as amended by
Addendum No. 1, dated April 5, 1999
10.9**+ Research Collaboration and License Agreement,
effective as of April 14, 2000, by and between
Arena Pharmaceuticals, Inc. and Eli Lilly and
Company
10.10**+ Agreement, dated effective as of January 24, 2000,
by and between Arena Pharmaceuticals, Inc. and
Fujisawa Pharmaceutical Co., Ltd.
10.11+ Binding Letter of Intent & Memorandum of
Agreement, dated as of April 3, 2000, between
Lexicon Genetics, Inc. and Arena Pharmaceuticals,
Inc.
10.12+ Agreement, effective as of September 15, 1999, by
and between Arena Pharmaceuticals, Inc. and
Neurocrine Biosciences, Inc.
10.13+ Lease, dated May 4, 2000, by and between Limar
Realty Corp. #13 and Arena Pharmaceuticals, Inc.
27.1 Financial Data Schedule
+ Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended, File No. 333-35944
** Confidential treatment has been granted for portions of this document
</TABLE>
15
