SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1998 Commission File No. 0-12957
[LOGO]
ENZON, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2372868
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
20 Kingsbridge Road, Piscataway, New Jersey 08854
(Address of principal executive offices) (Zip Code)
(732) 980-4500
(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 _X_ No ____
The number of shares of common stock, $.01 par value, outstanding as of November
4, 1998 was 35,409,969 shares.
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ENZON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, 1998 and June 30, 1998
<TABLE>
<CAPTION>
September 30, June 30,
1998 1998
(unaudited) *
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,032,548 $ 6,478,459
Accounts receivable 2,611,355 2,300,046
Inventories 1,129,727 1,022,530
Other current assets 513,837 447,952
------------- -------------
Total current assets 27,287,467 10,248,987
------------- -------------
Property and equipment 14,754,209 15,134,075
Less accumulated depreciation and amortization 13,311,146 13,368,330
------------- -------------
1,443,063 1,765,745
------------- -------------
Other assets:
Investments 69,002 69,002
Other assets, net 36,987 464,747
Patents, net 1,157,062 1,192,897
------------- -------------
1,263,051 1,726,646
------------- -------------
Total assets $ 29,993,581 $ 13,741,378
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,416,447 $ 1,711,856
Accrued expenses 4,126,260 4,375,822
------------- -------------
Total current liabilities 5,542,707 6,087,678
------------- -------------
Accrued rent 687,394 727,160
------------- -------------
Commitments and contingencies
Preferred stock-$.01 par value, authorized 3,000,000 shares:
issued and outstanding 107,000 shares at September 30,
1998 and June 30, 1998 (liquidation preference
aggregating $2,675,000 at September 30, 1998 and
June 30, 1998) 1,070 1,070
Common stock-$.01 par value, authorized 60,000,000 shares;
issued and outstanding 35,409,969 shares at September
30, 1998 and 31,341,353 shares at June 30, 1998 354,100 313,414
Additional paid-in capital 141,385,077 123,453,874
Accumulated deficit (117,976,767) (116,841,818)
------------- -------------
Total stockholders' equity 23,763,480 6,926,540
------------- -------------
Total liabilities and stockholders' equity $ 29,993,581 $ 13,741,378
============= =============
</TABLE>
*Condensed from audited financial statements.
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
2
<PAGE>
ENZON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 1998 and 1997
(Unaudited)
Three months ended
September 30, September 30,
1998 1997
------------ ------------
Revenues
Sales $ 2,935,702 $ 2,464,634
Contract revenue 51,965 2,205,109
------------ ------------
Total revenues 2,987,667 4,669,743
------------ ------------
Costs and expenses
Cost of sales 1,309,851 604,708
Research and development expenses 1,575,346 2,146,969
Selling, general and administrative expenses 1,535,279 1,328,442
------------ ------------
Total costs and expenses 4,420,476 4,080,119
------------ ------------
Operating income (loss) (1,432,809) 589,624
------------ ------------
Other income (expense)
Interest and dividend income 302,566 114,800
Interest expense (5,436) (6,438)
Other 730 (62)
------------ ------------
297,860 108,300
------------ ------------
Net income (loss) ($ 1,134,949) $ 697,924
============ ============
Basic earnings (loss) per common share ($ 0.03) $ 0.02
============ ============
Diluted earnings (loss) per common share ($ 0.03) $ 0.02
============ ============
Weighed average number of common
shares issued and outstanding 34,708,853 30,853,966
============ ============
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
3
<PAGE>
ENZON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended September 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30, September 30,
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ($ 1,134,949) $ 697,924
Adjustment for depreciation and amortization 288,768 337,766
(Gain) loss on retirement of equipment (730) 62
Non-cash expense for issuance of common stock and
stock options 171,340 119,174
Decrease in accrued rent (39,766) (31,659)
Decrease in royalty advance - RPR (254,350) (257,655)
Changes in assets and liabilities (347,252) 242,559
------------ ------------
Net cash (used in) provided by operating activities (1,316,939) 1,108,171
------------ ------------
Cash flows from investing activities:
Capital expenditures (17,893) (47,732)
Proceeds from sale of equipment 88,372 150
------------ ------------
Net cash provided by (used in) investing activities 70,479 (47,582)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock, net 17,800,549 227,847
Principal payments of obligation under capital lease -- (645)
------------ ------------
Net cash provided by financing activities 17,800,549 227,202
------------ ------------
Net increase in cash and cash equivalents 16,554,089 1,287,791
------------
Cash and cash equivalents at beginning of period 6,478,459 8,315,752
------------ ------------
Cash and cash equivalents at end of period $ 23,032,548 $ 9,603,543
============ ============
</TABLE>
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
4
<PAGE>
ENZON, INC. AND SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements
(Unaudited)
(1) Organization and Basis of Presentation
The unaudited consolidated condensed financial statements have been
prepared from the books and records of Enzon, Inc. and subsidiaries in
accordance with generally accepted accounting principles for interim financial
information. 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
only of normal and recurring adjustments) considered necessary for a fair
presentation have been included. Interim results are not necessarily indicative
of the results that may be expected for the year.
Effective July 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), Reporting Comprehensive Income. SFAS
130 establishes new rules for the reporting and display of comprehensive income
and its components. The adoption of SFAS 130 had no impact on the Company's
results of operations for the three months ended September 30, 1998 and 1997.
The net loss of $1,135,000 and the net income of $698,000, recorded for the
three months ended September 30, 1998 and 1997, respectively, is equal to the
comprehensive income (loss) for those periods.
(2) Net Earnings (Loss) Per Common Share
Basic and diluted earnings (loss) per common share is based on the net
income (loss) for the relevant period, adjusted for cumulative undeclared
preferred stock dividends of $54,000 for the three months ended September 30,
1998 and 1997, divided by the weighted average number of shares issued and
outstanding during the period. Due to the net loss recorded for the three months
ended September 30, 1998, the exercise or conversion of all dilutive potential
common shares is not included for purposes of the diluted loss per share
calculation. Stock options, warrants and common stock issuable upon conversion
of the preferred stock have been included for purposes of the diluted earnings
per share computation for the three months ended September 30, 1997. As of
September 30, 1998, the Company had 6,750,000 dilutive potential common shares
outstanding that could potentially dilute future diluted earnings per share
calculations.
(3) Inventories
The composition of inventories at September 30, 1998 and June 30, 1998 is
as follows:
September 30, June 30,
1998 1998
---------- ----------
Raw materials $ 589,000 $ 510,000
Work in process 379,000 398,000
Finished goods 162,000 115,000
---------- ----------
$1,130,000 $1,023,000
========== ==========
5
<PAGE>
ENZON, INC. AND SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements, Continued
(Unaudited)
(4) Cash Flow Information
The Company considers all highly liquid securities with original maturities
of three months or less to be cash equivalents. Cash payments for interest were
approximately $5,000 and $6,000 for the three months ended September 30, 1998
and 1997, respectively. There were no income tax payments made for the three
months ended September 30, 1998 and 1997. There were no conversions of Series A
Preferred Stock during the three months ended September 30, 1998. During the
three months ended September 30, 1997, 1,000 shares of Series A Cumulative
Convertible Preferred Stock ("Series A Preferred Stock") were converted to 2,272
shares of Common Stock. Accrued dividends of $15,000 on the Series A Preferred
Stock that was converted during the three months ended September 30, 1997 were
settled by issuing 1,358 shares of Common Stock and cash payments totaling $10
for fractional shares. These transactions are non-cash financing activities.
(5) Stockholders' Equity
In July 1998, the Company sold 3,983,000 shares of Common Stock in a
private placement to a small group of investors. The private placement resulted
in gross proceeds of approximately $18,919,000 and net proceeds of approximately
$17,550,000.
During the quarter ended September 30, 1998, 37,500 warrants were exercised
to purchase 37,500 shares of the Company's Common Stock at $2.50 per share.
These warrants were issued during the year ended June 30, 1996, as part of the
commission due to a real estate broker in connection with the termination of the
Company's former lease at 40 Kingsbridge Road.
(6) Non-Qualified Stock Option Plan
During the three months ended September 30, 1998, the Company issued
277,000 stock options at an average exercise price of $6.48 per share under the
Company's Non-Qualified Stock Option Plan, as amended, of which 198,000 were
granted to executive officers of the Company as part of a bonus plan for the
year ended June 30, 1998. None of the options granted during the period are
exercisable as of September 30, 1998. All options were granted with exercise
prices that equaled or exceeded the fair market value of the underlying stock on
the date of grant.
(7) Commitments and Contingencies
The Company is being sued by a former financial advisor, LBC Capital
Resources, Inc. ("LBC"), which is asserting that under a May 2, 1995, letter
agreement ("Letter Agreement") between Enzon and LBC Capital Resources, Inc.
("LBC"), LBC was entitled to a commission in connection with the Company's
January and March 1996 private placements, comprised of $500,000 and warrants to
purchase 1,000,000 shares of Enzon common stock at an exercise price of $2.50
per share. LBC has also asserted that it is entitled to an additional fee of
$175,000 and warrants to purchase 250,000 shares of Enzon common stock when and
if any of the warrants obtained pursuant to the private placements are
exercised. LBC has claimed $3,000,000 in compensatory damages, plus punitive
damages, counsel fees and costs for the alleged breach of the Letter Agreement.
The Company believes that no such commission was due under the Letter Agreement
and denies any liability under the Letter Agreement. The Company intends to
defend this lawsuit vigorously.
In the course of normal operations, the Company is subject to the marketing
and manufacturing regulations as established by the Food and Drug Administration
("FDA"). The Company's quality assurance department has observed increased
levels of particulates in certain batches of ONCASPAR, which were manufactured
by the Company. These batches were not shipped and the Company's recent
rejection rate for the manufacture of this product is significantly higher than
it has been historically. Accordingly, such batches were written-off to cost of
sales in the period of their occurence. The Company is currently engaged in an
extensive review of its manufacturing procedures for this product and believes
that the problem may be related to certain materials which are used in the
filling process, although this has not yet been determined. The Company has been
in discussions with the FDA regarding this problem. The Company and the FDA have
agreed to temporary labeling and distribution modifications for ONCASPAR, until
the current manufacturing problem is resolved. The Company, rather than
Rhone-Poulene Rorer Pharmaceuticals, Inc. ("RPR") will temporarily distribute
ONCASPAR directly to patients, on an as needed basis, in order to institute the
additional inspection and labeling procedures prior to distribution. Upon
resolution of the existing manufacturing problem, it is expected that RPR will
resume the normal distribution of ONCASPAR. This manufacturing problem is
isolated to ONCASPAR only.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information contained herein contains "forward-looking statements" which can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The matters set forth in Exhibit
99.0 to the Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1998, which is incorporated herein by reference, constitute cautionary
statements identifying important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to vary materially from the future results indicated in such
forward-looking statements. Other factors could also cause actual results to
vary materially from the future results indicated in such forward-looking
statements.
Results of Operations
Three months ended September 30, 1998 vs. Three months ended September 30, 1997
Revenues. Revenues for the three months ended September 30, 1998 decreased by
36% to $2,988,000 as compared to $4,670,000 for the same period in 1998, due
primarily to a decrease in contract revenue. The components of revenues are
sales, which consist of sales of the Company's two Food and Drug Administration
("FDA") approved products and royalties on the sales of the Company's products
by others, and contract revenues. Sales increased by 19% to $2,936,000 for the
three months ended September 30, 1998, as compared to $2,465,000 for the same
period in the prior year. The increase was primarily due to an increase in
ADAGEN(R) sales of approximately 14%, resulting from an increase in patients
receiving ADAGEN treatment from the prior year. Sales of ADAGEN for the three
months ended September 30, 1998 and 1997 were $2,493,000 and $2,193,000,
respectively. ONCASPAR revenues are comprised of manufacturing revenues, as well
as royalties on sales of ONCASPAR by the Company's marketing partner,
Rhone-Poulenc Rorer Pharmaceuticals, Inc. ("RPR"). ONCASPAR revenues increased
due to an increase in manufacturing revenue resulting from the timing of
shipments made to the Company's marketing partner RPR. The increase in
manufacturing revenue was partially offset by an increase in the Company's
reserve for returns resulting from difficulties encountered in the Company's
manufacturing process, described below.
The Company's quality assurance department has observed increased levels of
particulates in certain batches of ONCASPAR, which were manufactured by the
Company. These batches were not shipped and the Company's recent rejection rate
for the manufacture of this product is significantly higher than it has been
historically. The Company is currently engaged in an extensive review of its
manufacturing procedures for this product and believes that the problem may be
related to certain materials which are used in the filling process, although
this has not yet been determined. The Company has been in discussions with the
FDA regarding this problem. The Company and the FDA have agreed to temporary
labeling and distribution modifications for ONCASPAR, until the current
manufacturing problem is resolved. The Company, rather than RPR, will
temporarily distribute ONCASPAR directly to patients, on an as needed basis, in
order to institute the additional inspection and labeling procedures prior to
distribution. Upon resolution of the existing manufacturing problem, it is
expected that RPR will resume the normal distribution of ONCASPAR. This
manufacturing problem is isolated to only ONCASPAR.
The Company expects sales of ADAGEN to increase at comparable rates to
those achieved during the last two years as additional patients are treated. The
Company also anticipates that sales of ONCASPAR may decline slightly until the
manufacturing issue, discussed in the preceding paragraph, is resolved. There
can be no assurance that any particular sales levels of ONCASPAR or ADAGEN will
be achieved or maintained.
Contract revenue for the three months ended September 30, 1998 decreased by
$2,153,000 to $52,000, as compared to $2,205,000 for the same period in 1997.
The change was principally due to milestone payments received under the
Company's licensing agreement with Schering-Plough Corporation
("Schering-Plough") during
7
<PAGE>
the quarter ended September 30, 1997. During the previous year, the Company
recognized $2,200,000 in milestone payments received from Schering-Plough
related to the advancement of PEG-Intron A into a Phase III clinical trial.
During the three months ended September 30, 1998 and 1997, the Company had
export sales of $754,000 and $486,000, respectively. Sales in Europe were
$600,000 and $359,000 for the quarters ended September 30, 1998 and September
30, 1997, respectively.
Cost of Sales. Cost of sales, as a percentage of sales, increased to 45% for the
three months ended September 30, 1998 as compared to 25% for the same period in
1997. The increase was primarily due to a charge for ONCASPAR finished goods on
hand and in the distribution pipeline, as well as increased ONCASPAR production
costs. The increased write-off of ONCASPAR finished goods was attributable to
the recently encountered manufacturing problems, as previously discussed.
Research and Development. Research and development expenses for the three months
ended September 30, 1998 decreased by 27% to $1,575,000 from $2,147,000 for the
same period in 1997. The decrease in research and development expenses resulted
from (i) the completion of preclinical activities related to PEG-camptothecin
and (ii) the reduction in clinical trial costs as a result of the completion of
a Phase Ib clinical trial for PEG-hemoglobin. Due to the significant costs
associated with the development of this product, the Company is currently
looking for a medical institution or commercial partner to bring this product
into Phase II clinical trials. Clinical costs are anticipated to increase in
future quarters as PEG-camptothecin enters clinical trials.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended September 30, 1998, increased
by 16% to $1,535,000, as compared to $1,328,000 for the same period in 1997. The
increase was due to increased investor and public relations activities.
Other Income/Expense. Other income/expense increased by $190,000 to $298,000 for
the three months ended September 30, 1998, as compared to $108,000 for the same
period last year. The increase in other income/expense for the three months
ended September 30, 1998 was attributable to an increase in interest income due
to an increase in interest bearing investments.
Liquidity and Capital Resources
Enzon had $23,033,000 in cash and cash equivalents as of September 30,
1998. The Company invests its excess cash in a portfolio of high-grade
marketable securities and United States government-backed securities.
The Company's cash reserves as of September 30, 1998 increased by
$16,554,000 from June 30, 1998. The increase in cash reserves was principally
due to net proceeds of approximately $17,550,000 received upon completion of a
private placement during July 1998 in which the Company sold 3,983,000 shares of
Common Stock to a small group of investors.
The Company's exclusive U.S. marketing rights license with RPR for
ONCASPAR, as amended, (the "Amended RPR License Agreement") provides for a
payment of $3,500,000 in advance royalties, which was received in January 1995.
Royalties due under the Amended RPR License Agreement will be offset against an
original credit of $5,970,000, which represents the royalty advance plus
reimbursement of certain amounts due RPR under the original agreement and
interest expense, before cash payments will be made under the agreement. The
royalty advance is included in accrued expenses on the consolidated condensed
balance sheets and will be reduced as royalties are recognized under the
agreement. Through September 30, 1998, an aggregate of $4,690,000 in royalties
payable by RPR has been offset against the original credit.
As of September 30, 1998, 942,808 shares of Series A Cumulative Convertible
Preferred Stock ("Series A Preferred Stock") had been converted into 3,097,955
shares of Common Stock. Accrued dividends on the converted Series A Preferred
Stock in the aggregate of $1,824,000 were settled by the issuance of 235,231
shares of Common
8
<PAGE>
Stock. The Company does not presently intend to pay cash dividends on the Series
A Preferred Stock. As of September 30, 1998, there were $1,824,000 of accrued
and unpaid dividends on the Series A Preferred Stock. Dividends accrue on the
outstanding Series A Preferred Stock at the rate of $214,000 per year.
To date, the Company's sources of cash have been the proceeds from the sale
of its stock through public and private placements, sales of ADAGEN, sales of
ONCASPAR, sales of its products for research purposes, contract research and
development fees, technology transfer and license fees and royalty advances. The
Company's current sources of liquidity are its cash, cash equivalents and
interest earned on such cash reserves, sales of ADAGEN, sales of ONCASPAR, sales
of its products for research purposes and license fees. Based upon its currently
planned research and development activities and related costs and its current
sources of liquidity, the Company anticipates its current cash reserves will be
sufficient to meet its capital and operational requirements for the foreseeable
future.
Upon exhaustion of the Company's current cash reserves, the Company's
continued operations will depend on its ability to realize significant revenues
from the commercial sale of its products, raise additional funds through equity
or debt financing, or obtain significant licensing, technology transfer or
contract research and development fees. There can be no assurance that these
sales, financings or revenue generating activities will be successful.
Year 2000
The Company has completed a review of its business systems, including its
computer systems and manufacturing equipment, and has queried its customers and
vendors as to their progress in identifying and addressing problems that their
systems may face in correctly interpreting and processing date information as
the year 2000 approaches and is reached. Based on this review, the Company has
implemented a plan to achieve year 2000 compliance. The Company believes that it
will achieve year 2000 compliance no later than September 1999 in a manner which
will be non-disruptive to its operations. In addition, the Company has commenced
work on various types of contingency planning to address potential problem areas
with internal systems and with suppliers and other third parties, although such
plans have not yet been determined. Year 2000 compliance should not have a
material adverse effect on the Company, including the Company's financial
condition, results of operations or cash flow. The Company estimates the cost
(including historical costs to date) of its year 2000 efforts to be
approximately $400,000. The total cost estimate is based on management's current
assessment and is subject to change.
However, the Company may encounter problems with suppliers and or revenue
sources which could adversely affect the Company's financial condition, results
of operations or cash flow. The Company cannot accurately predict the occurence
and or outcome of any such problems, nor can the dollar amount of any such
problem be estimated. In addition, there can be no assurance that the failure to
ensure year 2000 compliance by a third party would not have a material adverse
effect on the Company.
9
<PAGE>
PART II OTHER INFORMATION
Item 2. Changes in Securities
In July 1998, the Company issued 4,898 shares of unregistered Common Stock
for aggregate consideration of $30,000. These shares were issued to a consultant
for services rendered to the Company. The foregoing transaction was consummated
as a private sale pursuant to Section 4(2) of the Securities Act of 1933, as
amended.
In July 1998, the Company issued 3,983,000 shares of Common Stock in a
private placement to a small group of investors. The private placement resulted
in gross proceeds of approximately $18,919,000 and net proceeds of approximately
$17,550,000. The fees paid to the placement agent and another broker-dealer in
the private placement totalled $1,135,155. The foregoing transaction was
consummated as a private placement pursuant to Section 4(2) and Rule 506 of the
Securities Act of 1933, as amended.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).
<TABLE>
<CAPTION>
Page Number
or
Exhibit Incorporation
Number Description By Reference
------ ----------- ------------
<S> <C> <C>
3(i) Certificate of Incorporation, as amended ~~
3(ii) By-laws, as amended *(4.2)
3(iii) Certificate of Designations, Preferences and Rights of Series D Convertible
Preferred Stock ^^3(iii)
3(iv) Amendment to Certificate of Incorporation dated January 5, 1998 ##3(iv)
10.0 Employment Agreement dated March 25, 1994 with Peter G. Tombros ++++(10.17)
10.1 Form of Change of Control Agreements dated as of January 20, 1995 entered
into with the Company's Executive Officers ###(10.2)
10.2 Lease - 300-C Corporate Court, South Plainfield, New Jersey ***(10.3)
10.4 Lease Termination Agreement dated March 31, 1995 for
20 Kingsbridge Road and 40 Kingsbridge Road, Piscataway, New Jersey ###(10.6)
10.5 Option Agreement dated April 1, 1995 regarding 20 Kingsbridge Road,
Piscataway, New Jersey ###(10.7)
10.6 Form of Lease - 40 Cragwood Road, South Plainfield, New Jersey ****(10.9)
10.7 Lease 300A-B Corporate Court, South Plainfield, New Jersey ++(10.10)
10.8 Stock Purchase Agreement dated March 5, 1987 between the Company and
Eastman Kodak Company ****(10.7)
10.9 Amendment dated June 19, 1989 to Stock Purchase Agreement between the
Company and Eastman Kodak Company **(10.10)
10.10 Form of Stock Purchase Agreement between the Company and the
purchasers of the Series A Cumulative Convertible Preferred Stock +(10.11)
10.11 Amendment to License Agreement and Revised License Agreement
between the Company and RCT dated April 25, 1985 +++(10.5)
10.12 Amendment dated as of May 3, 1989 to Revised License Agreement
dated April 25, 1985 between the Company and Research Corporation **(10.14)
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Page Number
or
Exhibit Incorporation
Number Description By Reference
------ ----------- ------------
<S> <C> <C>
10.13 License Agreement dated September 7, 1989 between the Company and
Research Corporation Technologies, Inc. **(10.15)
10.14 Master Lease Agreement and Purchase Leaseback Agreement dated
October 28, 1994 between the Company and Comdisco, Inc. #(10.16)
10.15 Employment Agreement with Peter G. Tombros dated as of
April 5, 1997 ^^(10.15)
10.16 Stock Purchase Agreement dated as of June 30, 1995 ~(10.16)
10.17 Securities Purchase Agreement dated as of January 31, 1996 ~(10.17)
10.18 Registration Rights Agreements dated as of January 31, 1996 ~(10.18)
10.19 Warrants dated as of February 7, 1996 and issued pursuant to the Securities
Purchase Agreement dated as of January 31, 1996 ~(10.19)
10.20 Securities Purchase Agreement dated as of March 15, 1996 ~~(10.20)
10.21 Registration Rights Agreement dated as of March 15, 1996 ~~(10.21)
10.22 Warrant dated as of March 15, 1996 and issued pursuant to the Securities Purchase
Agreement dated as of March 15, 1996 ~~(10.22)
10.23 Amendment dated March 25, 1994 to License Agreement dated
September 7, 1989 between the Company and Research Corporation
Technologies, Inc. ~~~(10.23)
10.24 Independent Directors' Stock Plan ~~~(10.24)
10.25 Stock Exchange Agreement dated February 28, 1997, by and between the
Company and GFL Performance Fund Ltd. ^(10.25)
10.26 Agreement Regarding Registration Rights Under Registration Rights Agreement
dated March 10, 1997, by and between the Company and Clearwater Fund IV
LLC ^(10.26)
10.27 Common Stock Purchase Agreement dated June 25, 1998 ^^^(10.27)
10.28 Placement Agent Agreement dated June 25, 1998 with SBC Warburg
Dillon Read, Inc. ^^^^(10.28)
27.0 Financial Data Schedule o
99.0 Factors to Consider in Connection with Forward-Looking Statements ^^^^(99.0)
</TABLE>
o Filed herewith.
* Previously filed as an exhibit to the Company's Registration Statement on
Form S-2 (File No. 33-34874) and incorporated herein by reference thereto.
** Previously filed as exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989 and incorporated herein by
reference thereto.
*** Previously filed as an exhibit to the Company's Registration Statement on
Form S-18 (File No. 2-88240-NY) and incorporated herein by reference
thereto.
**** Previously filed as exhibits to the Company's Registration Statement on
Form S-1 (File No. 2-96279) filed with the Commission and incorporated
herein by reference thereto.
+ Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-39391) filed with the Commission and incorporated
herein by reference thereto.
++ Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993 and incorporated herein by
reference thereto.
+++ Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1985 and incorporated herein by
reference thereto.
11
<PAGE>
++++ Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated April 5, 1994 and incorporated herein by reference thereto.
# Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994 and incorporated herein by
reference thereto.
## Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1997 and incorporated herein by
reference thereto.
### Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference thereto.
~ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1995 and incorporated herein by
reference thereto.
~~ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996 and incorporated herein by
reference thereto.
~~~ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1996 and incorporated herein by
reference thereto.
^ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 and incorporated herein by
reference thereto.
^^ Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended June 30, 1997 and incorporated herein by reference
thereto.
^^^ Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 (File No. 333-58269) filed with the Commission and incorporated
herein by reference thereto.
^^^^ Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended June 30, 1998 and incorporated herein by reference
thereto.
(b) Reports on Form 8-K
None
12
<PAGE>
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.
ENZON, INC.
(Registrant)
Date: November 13, 1998 By: /s/ Peter G. Tombros
----------------------------------------
Peter G. Tombros
President and Chief Executive
Officer
By: /s/ Kenneth J. Zuerblis
---------------------------------------
Kenneth J. Zuerblis
Vice President, Finance and Chief Financial
Officer
(Principal Financial
and Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Enzon,
Inc. and Subsidiaries Consolidated Condensed Balance Sheet as of September 30,
1998 and the Consolidated Condensed Statement of Operations for the three months
ended September 30, 1998 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 23,032,548
<SECURITIES> 0
<RECEIVABLES> 2,611,355
<ALLOWANCES> 0
<INVENTORY> 1,129,727
<CURRENT-ASSETS> 27,287,467
<PP&E> 14,754,209
<DEPRECIATION> 13,311,146
<TOTAL-ASSETS> 29,993,581
<CURRENT-LIABILITIES> 5,542,707
<BONDS> 0
0
1,070
<COMMON> 354,100
<OTHER-SE> 23,408,310
<TOTAL-LIABILITY-AND-EQUITY> 29,993,581
<SALES> 2,935,702
<TOTAL-REVENUES> 2,987,667
<CGS> 1,309,851
<TOTAL-COSTS> 4,420,476
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,436
<INCOME-PRETAX> (1,134,949)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,134,949)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,134,949)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
