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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 2000 COMMISSION FILE NUMBER 0-19373
-----------------------------------------
BIOMATRIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3058261
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
65 Railroad Avenue, Ridgefield, N.J. 07657
(Address of principal executive offices) (Zip Code)
(201) 945-9550
(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 outstanding of the issuer's common stock as of the latest
practicable date:
Class November 2, 2000
----- ----------------
Common stock, $ 0.0001 par value 23,636,129
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BIOMATRIX, INC.
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE NO.
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1 - Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 2000 and December 31, 1999 (Unaudited)....................... 3
Condensed Consolidated Statements of Operations for the Three
and Nine Months Ended September 30, 2000 and 1999 (Unaudited).............. 4
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 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........................................ 12
PART II. OTHER INFORMATION
ITEM 1 - Legal Proceedings................................................. 18
ITEM 6 - Exhibits and Reports on Form 8-K.................................. 18
Signatures................................................................. 19
</TABLE>
2
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BIOMATRIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except share and par value data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 46.7 $ 35.0
Accounts receivable, less allowance for doubtful accounts ...... 12.6 10.1
Inventory, at lower of cost or market .......................... 8.2 8.5
License fees receivable ........................................ 1.6 --
Prepaid expenses and other current assets ...................... 4.2 3.2
-------- -------
Total current assets .................................... 73.3 56.8
Property, plant and equipment, net ................................ 39.7 41.3
Other assets ...................................................... 0.8 0.9
-------- -------
Total assets ............................................ $ 113.8 $ 99.0
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................... $ 3.4 $ 1.3
Accrued expenses ............................................... 7.0 8.0
Notes payable - current ........................................ 0.9 0.6
-------- -------
Total current liabilities .............................. 11.3 9.9
Notes payable - long term ......................................... 11.1 11.9
-------- -------
Total liabilities ...................................... 22.4 21.8
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Commitments and contingent liabilities
Shareholders' equity:
Preferred stock, 3,000 shares authorized; none issued .......... -- --
Common stock, $.0001 par value; 60,000,000 shares authorized;
23,695,659 and 23,374,366 issued and 23,603,365 and
23,282,072 outstanding in 2000 and 1999, respectively ........ 0.0 0.0
Additional paid-in capital ..................................... 84.6 82.7
Notes receivable - related parties ............................. (14.7) (14.0)
Retained earnings .............................................. 24.3 10.9
Accumulated other comprehensive loss ........................... (1.9) (1.5)
Treasury stock, 92,294 shares of common stock at cost .......... (0.9) (0.9)
-------- -------
Total shareholders' equity ............................. 91.4 77.2
-------- -------
Total liabilities and shareholders' equity .............. $ 113.8 $ 99.0
======== =======
</TABLE>
3
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The accompanying notes are an integral
part of the condensed consolidated financial statements.
BIOMATRIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in millions, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Net product sales .................................. $ 20.8 $ 18.1 $ 57.3 $ 52.7
Income from licenses, royalties
and research contracts ........................... 1.7 0.2 9.1 7.4
----------- ----------- ----------- -----------
Total revenues ............................ 22.5 18.3 66.4 60.1
----------- ----------- ----------- -----------
Costs and expenses:
Cost of goods sold ................................. 6.1 5.5 17.1 15.6
Research and development expenses .................. 2.3 2.4 7.6 6.6
Selling, general and administrative expenses ....... 6.1 4.8 20.8 13.3
----------- ----------- ----------- -----------
Total costs and expenses .................. 14.5 12.7 45.5 35.5
----------- ----------- ----------- -----------
Income from operations ............................. 8.0 5.6 20.9 24.6
Interest expense ................................... (0.2) (0.3) (0.7) (1.2)
Interest and miscellaneous income .................. 1.0 0.5 2.3 1.1
----------- ----------- ----------- -----------
Income before taxes ................................ 8.8 5.8 22.5 24.5
Provision for income taxes ......................... 3.7 2.5 9.2 10.2
----------- ----------- ----------- -----------
Net income ......................................... $ 5.1 $ 3.3 $ 13.3 $ 14.3
=========== =========== =========== ===========
Net income per share:
Basic ......................................... $ 0.22 $ 0.14 $ 0.57 $ 0.63
=========== =========== =========== ===========
Weighted average shares outstanding ........... 23,522,716 22,977,604 23,401,104 22,901,096
=========== =========== =========== ===========
Diluted ....................................... $ 0.21 $ 0.14 $ 0.55 $ 0.59
=========== =========== =========== ===========
Weighted average shares outstanding ........... 24,470,059 24,211,895 24,394,914 24,387,890
=========== =========== =========== ===========
</TABLE>
4
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The accompanying notes are an integral
part of the condensed consolidated financial statements.
5
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BIOMATRIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in millions)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ..................................................... $ 13.3 $ 14.3
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................................ 3.0 2.6
Stock option compensation .................................... 0.1 --
Change in assets and liabilities:
Accounts receivable .......................................... (2.5) (3.4)
Inventory .................................................... .3 (1.4)
License fees receivable, prepaid expenses
and other current assets .................................... (2.6) 7.0
Other assets ................................................. (0.8) 0.6
Accounts payable and accrued expenses ........................ 1.1 4.2
------- -------
Net cash provided by operating activities ............. 11.9 23.9
------- -------
Cash flows from investing activities:
Capital expenditures ........................................... (1.2) (8.4)
------- -------
Net cash used for investing activities ................ (1.2) (8.4)
------- -------
Cash flows from financing activities:
Payments of notes payable ...................................... (0.5) (5.1)
Stock options exercised ........................................ 1.9 0.8
------- -------
Net cash provided by (used for) financing activities .. 1.4 (4.3)
------- -------
Effect of exchange rate changes on cash ............................. (0.4) 0.0
-------
Net increase in cash and cash equivalents ........................... 11.7 11.2
Cash and cash equivalents at beginning of period .................... 35.0 16.5
------- -------
Cash and cash equivalents at end of period .......................... $ 46.7 $ 27.7
======= =======
Non-cash financing activities:
Sale of common stock financed with notes receivable ............ $-- $ 2.6
</TABLE>
The accompanying notes are an integral
6
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part of the condensed consolidated financial statements.
7
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BIOMATRIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements at September 30, 2000
and December 31, 1999 and for the three and nine months ended September 30, 2000
and 1999 are unaudited, but include all adjustments which the Company considers
necessary for a fair presentation of the financial position at such dates and
the operating results and cash flows for those periods. These condensed
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements for the year ended December
31, 1999, which were included as part of the Company's Form 10-K, as amended and
filed with the Securities and Exchange Commission. Results for interim periods
are not necessarily indicative of results for the entire year.
NOTE 2 - INVENTORIES
Inventories at September 30, 2000 and December 31, 1999 consisted of
(in millions):
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Raw Materials...................... $1.1 $0.6
Work-in-Process.................... 6.0 7.2
Finished Goods..................... 1.1 0.7
---- ----
$8.2 $8.5
==== ====
</TABLE>
NOTE 3 - NOTES RECEIVABLE - RELATED PARTIES
Notes receivable - related parties relates to the acquisition of common
stock of the Company at fair market value by certain officers and directors of
the Company pursuant to the Company's 1997 Restricted Stock Plan. The notes are
with full recourse and are payable with simple interest upon maturity. The
balance of the notes, including accrued interest, at September 30, 2000 and
December 31, 1999 was $14.7 million and $14.0 million, respectively. The notes
mature over a range of dates from May 2007 to September 2009.
NOTE 4 - CONVERTIBLE DEBT
In May 1998, the Company issued $15.0 million of subordinated
convertible debt to a third party. The debt has a five-year term and a coupon
rate of 6.9% with interest payable on a semi-annual basis. The debt contains a
conversion feature that allows the third party to convert the debt into common
shares at $20 per share. In addition, the Company can call the debt at par after
three years or after two years if certain conditions are satisfied. During the
fourth quarter of 1999, the debt holder converted one-third, or $5.0 million, of
the debt into 250,000 shares of common stock. Therefore at December 31, 1999 and
September 30, 2000, there was $10.0 million of convertible debt outstanding.
8
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BIOMATRIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(unaudited)
NOTE 5 - COMPREHENSIVE INCOME
Components of comprehensive income are net income and all other
non-owner changes in equity, such as the change in the cumulative translation
adjustment. The following table shows comprehensive income for the three and
nine months ended September 30, 2000 and 1999 (in millions):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income...................................... $ 5.1 $ 3.3 $13.3 $14.3
Change in cumulative translation adjustment..... (0.3) (0.1) (0.4) 0.4
----- ----- ----- -----
Comprehensive income............................ $ 4.8 $ 3.2 $12.9 $14.7
===== ===== ===== =====
</TABLE>
NOTE 6 - NET INCOME PER COMMON SHARE
Basic net income per share is computed by dividing net income by the
weighted-average common shares outstanding for the period. Diluted net income
per share is reflective of all common stock equivalents. The Company has
convertible debt which was convertible into 500,000 and 750,000 shares of common
stock at September 30, 2000 and 1999, respectively (see Note 4). This instrument
has not been included in diluted earnings per share for all periods presented
because its effect would be anti-dilutive. A reconciliation of weighted-average
shares outstanding from basic to diluted for the three and nine months ended
September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted-average shares outstanding - Basic .......... 23,522,716 22,977,604 23,401,104 22,901,096
Dilutive effect of stock options...................... 947,343 1,234,291 993,810 1,486,794
---------- ---------- ---------- ----------
Weighted-average shares outstanding - Diluted......... 24,470,059 24,211,895 24,394,914 24,387,890
========== ========== ========== ==========
</TABLE>
9
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BIOMATRIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(unaudited)
NOTE 7 - SEGMENT DATA
The following data is utilized by the Company's Executive Committee
(the chief operating decision makers) when analyzing the performance of the
Company. Given the importance of revenue growth and product launches, the
Company analyzes its revenues by product line and sales destination. The Company
does not allocate its assets to the various product lines, but does analyze its
assets on a geographic basis. The following table presents the segment data for
the three and nine months ended September 30, 2000 and 1999 (in millions):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net product sales:
Synvisc(R):
United States ............................... $16.7 $13.4 $44.3 $39.3
Rest of the world ........................... 3.2 3.8 10.6 10.8
All other products ............................... 0.9 0.9 2.4 2.6
----- ----- ----- -----
Total product sales .............................. $20.8 $18.1 $57.3 $52.7
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Identifiable assets (in millions):
United States................................................. $100.9 $89.8
Rest of the world............................................. 12.9 9.2
------ -----
Total assets.................................................. $113.8 $99.0
====== =====
</TABLE>
NOTE 8 - LITIGATION
In October 1996, Michael Jarcho filed suit against Biomatrix in the
United States District Court for the Southern District of California seeking to
recover damages and declaratory judgment for our alleged breach of Jarcho's
consulting agreement with Biomatrix, dated December 2, 1988. The agreement
provides that Biomatrix is to pay royalties to Jarcho for products that result
from his consultancy. Jarcho contends that Hylaform(R) resulted from his
consultancy and seeks a royalty on the Company's past and future net sales of
Hylaform as well as punitive damages and recovery of attorney fees. The royalty
Jarcho alleges he is entitled to would have totaled $ 0.5 million through
September 30, 2000. The Company disagrees with Jarcho's claims and does not
believe that Jarcho is owed any royalties on Hylaform sales. On January 10,
1997, the court dismissed Jarcho's case on the grounds that the agreement
requires such disputes to be brought exclusively in New Jersey state court.
Jarcho moved for a partial reconsideration of the decision, which the Company
opposed, and his motion was denied. On June 16, 1997, Jarcho filed suit in New
Jersey state court. A tentative trial date has been set for January 2001. The
Company has been defending this matter vigorously. In accordance with the
Company's policy on contingencies, a provision has been made in the accompanying
consolidated financial statements for estimated legal fees expected to be
incurred in defending the matter vigorously. The Company is presently unable to
predict the ultimate outcome of this matter or whether it would have a material
impact on the results of operations, financial position or cash flows of
Biomatrix. The Company has not made any provisions for any liability that might
result from the claims made by Jarcho.
10
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BIOMATRIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 8 - LITIGATION (CONTINUED)
On July 21, and August 7, 15, and 30, 2000, class action lawsuits
requesting unspecified damages were filed in the United States District Court
for the District of New Jersey against Biomatrix and two of its officers and
directors, Endre A. Balazs and Rory B. Riggs. In these actions, the plaintiffs
seek to certify a class of all persons or entities who purchased or otherwise
acquired Biomatrix common stock during the period between July 20, 1999 and
April 25, 2000. The plaintiffs allege, amongst other things, that the defendants
failed to accurately disclose information related to Biomatrix's product Synvisc
during the period between July 20, 1999 and April 25, 2000, and assert causes of
action under the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
under that Act. We disagree with these claims and believe that information
related to Synvisc was properly disclosed. Biomatrix intends to defend these
actions vigorously. In accordance with the Company's policy on contingencies, a
provision has been made in the accompanying consolidated financial statements
for estimated legal fees expected to be incurred in defending the matter
vigorously. Under the certificate of incorporation of Biomatrix, officers and
directors of Biomatrix are entitled to indemnification for such claims from
Biomatrix to the full extent permitted by Delaware law. The Company is presently
unable to predict the ultimate outcome of these cases or whether they would have
a material impact on the results of operations, financial position or cash flows
of Biomatrix. We have not made any provisions for any liability that might
result from these claims.
NOTE 9 - IMPACT OF THE ADOPTION OF RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the staff of the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin No. 101, Revenue Recognition, which was
most recently amended by SAB 101B on June 26, 2000 to delay the implementation
date until no later than the fourth fiscal quarter for fiscal years beginning
after December 15, 1999. To the extent the guidance in SAB 101 differs from the
generally accepted accounting principles previously utilized by an SEC
registrant, SAB 101 indicates that the SEC staff will not object to reporting
the cumulative effect of a change in accounting principle.
In consideration of SAB 101 and the guidance contained therein, we are
re-examining all elements and provisions of our contracts, specifically
non-refundable license fees and milestones, to determine the impact of SAB 101
on our policy of recording revenue. Based on our most recent analysis and our
understanding of the requirements, we have revised our previous estimates and
currently anticipate that the implementation of SAB 101 will result in a
cumulative effect adjustment for a change in accounting principle. The total
cumulative effect of the non-cash, after-tax charge is currently estimated to be
approximately $2.2 million. Such amount would be recorded as deferred revenue
and recognized as revenue in future periods. We will continue to assess the
impact of SAB 101 as additional guidance and interpretations evolve over the
remainder of the year. We intend to implement changes resulting from SAB 101 in
the fourth quarter of 2000.
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BIOMATRIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 10 - PROPOSED MERGER
On March 6, 2000, Genzyme Corporation ("Genzyme"), a Massachusetts
corporation, Seagull Merger Corporation, a Massachusetts corporation and
wholly-owned subsidiary of Genzyme ("Merger Sub"), and Biomatrix entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the
parties will effect a business combination through a merger of Biomatrix with
and into Merger Sub (the "Merger"). In connection with the Merger, Genzyme will
form a new division, the Genzyme Biosurgery division, and will create a new
series of common stock designated as "GZBX division Common Stock," $0.01 par
value per share ("GZBX Stock"), which will be issued to the holders of Biomatrix
common stock, $.0001 par value per share ("Biomatrix Common Stock"), in the
Merger. The currently proposed terms of the GZBX Stock are set forth as an
exhibit to the Merger Agreement. In connection with the Merger, Genzyme's Tissue
Repair Division and Surgical Products Division will become part of the Genzyme
Biosurgery division and the Genzyme Tissue Repair Common Stock ("GTR Stock")
series and Genzyme Surgical Products Common Stock ("GSP Stock") series will be
exchanged for GZBX Stock (the "Genzyme Reorganization"). The transaction, which
will be accounted for using the purchase method of accounting, is expected to
close in the fourth quarter of 2000.
Under the terms of the Merger Agreement, each outstanding share of
Biomatrix Common Stock will be converted, at the option of the holder, into
either (i) $37.00 in cash, (ii) one share of GZBX Stock or (iii) a fixed
combination of cash and GZBX Stock (the "Merger Consideration"). Under the
Merger Agreement, notwithstanding elections made by Biomatrix shareholders,
28.38% of the shares of Biomatrix Common Stock outstanding at the effective time
of the Merger will be exchanged for cash and the remaining 71.62% of the shares
of Biomatrix Common Stock outstanding at the time of the Merger will be
converted into shares of GZBX Stock at a conversion rate of one share of GZBX
Stock for each share of Biomatrix Common Stock. Based on the cash election price
and the number of shares of Biomatrix Common Stock outstanding, Biomatrix
expects that the cash portion of the transaction will be approximately $245
million. However, the number of shares of Biomatrix Common Stock to be converted
to cash in the Merger is subject to downward adjustment if there are Biomatrix
shareholders exercising their dissenter's rights or if the value of the GZBX
Stock to be issued in the Merger on the effective date of the Merger is less
than 45% of the total Merger Consideration in order to preserve the status of
the Merger as a tax-free reorganization.
Under the terms of the Merger Agreement, each outstanding share of GSP
Stock will convert into 0.6060 shares of GZBX Stock and each share of GTR Stock
will convert into 0.3352 shares of GZBX Stock. Based on the number of common
shares outstanding for each entity at the time when the registration statement
on Form S-4 was filed by Genzyme Corporation, the Genzyme Biosurgery division is
expected to have approximately 35.4 million shares outstanding.
Consummation of the Merger is subject to the adoption of the Agreement
and Plan of Merger by the Biomatrix stockholders, the approval of the issuance
of GZBX Stock in the Merger and the necessary amendments of Genzyme's charter by
the Genzyme stockholders, including the approval of the exchange of GSP Stock
for GZBX Stock by GSP stockholders and the exchange of GTR Stock for GZBX Stock
by GTR stockholders and certain other customary closing conditions. The
Biomatrix stockholders' meeting is scheduled for December 7, 2000 and the
Genzyme stockholders' meeting is scheduled for December 15, 2000.
Certain officers of Biomatrix holding an aggregate of approximately
36.2% of the outstanding shares of Biomatrix Common Stock have agreed to vote
their shares of Biomatrix Common Stock in favor of the Merger until the earlier
to occur of the completion of the Merger or 5 days after the termination of the
Merger Agreement. In addition, as a condition to Genzyme's entering into the
Merger Agreement, Biomatrix has granted Genzyme an option to purchase 4.6
million shares of Biomatrix Common Stock at a price of $30 per share. The option
may only
12
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be exercised by Genzyme upon the termination of the Merger Agreement resulting
from our shareholders' voting against the merger or our entering into an
alternative transaction that is recommended by our Board.
13
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BIOMATRIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 10- PROPOSED MERGER (CONTINUED)
Under the terms of the Merger agreement and prior to the closing of the
Merger, Biomatrix expects to modify the stock option awards of one executive and
two non-employee directors to immediately accelerate any unvested options upon
the closing of the Merger. In addition, the Company expects to modify the option
plan to provide that if any employee's employment is terminated within one year
following the Merger other than (i) by the Company for cause (as defined in the
Biomatrix Separation Pay Plan), (ii) by reason of death or (iii) by the employee
without Good Reason (as defined in the Biomatrix Separation Pay Plan), all
unvested options will immediately vest and become exercisable as of the date of
termination.
The Company expects that the aforementioned modifications will be made
upon stockholder and board approvals and concurrent with the closing of the
Merger which is anticipated to occur in the fourth quarter of fiscal 2000. At
the time that the options and option plan are modified, Biomatrix will measure
any compensation expense based on the stock price at the date that the
modifications are made. The Company will record compensation expense in its
financial statements with respect to the immediate acceleration of the options
of the executive and non-employee directors at the modification date. The
Company will record additional compensation expense for any unvested options
that will accelerate at the date on which an employee is terminated. The amount
of the compensation expense is based on the stock price at the date of
modification and the unvested shares subject to acceleration.
14
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BIOMATRIX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Biomatrix, Inc., together with its subsidiaries in Canada, Europe and
Asia, develops, manufactures, markets and sells a series of proprietary
viscoelastic products called hylans that are used in therapeutic medical
applications and skin care. Hylans are biological polymers that are chemically
modified forms of the naturally occurring substance called hyaluronan, also
known as hyaluronic acid or sodium hyaluronate. Hylans are the second generation
of viscoelastics used in medicine. Their physical properties, such as
elasticity, viscosity and pseudoplasticity, have properties that are
significantly improved over those of hyaluronan, from which the first generation
viscoelastics were made. The discovery of hylans has allowed Biomatrix to
develop a range of patented products in the forms of fluids, gels and solids,
all having superior viscoelastic properties.
The Company's business is subject to significant risks. Certain
statements contained in this Form 10-Q are forward-looking within the meaning of
Section 27A of the Securities Act of 1933 and involve risks and uncertainties
which could cause the results of operations and the financial position of the
Company to be materially adversely affected, including, but not limited to, the
outcome of class action lawsuits against the company, the regulatory approval
process, obtaining and enforcing patents, reimbursement by private health care
providers, manufacturing capabilities, projected earnings and financial results,
growing product demand, product liability, inventory levels of our marketing
partners, future product development, the mailing of a joint proxy
statement/prospectus and the holding of a special stockholders meeting in
connection with the formation of Genzyme Biosurgery, the future growth and
success of Genzyme Biosurgery, conditions in the financial markets relevant to
the proposed creation of Genzyme Biosurgery, the likelihood of regulatory and
other approvals of the transaction, the operational integration associated with
the formation of Genzyme Biosurgery and other risks generally associated with a
transaction of this type, and other risks detailed in Biomatrix' reports filed
under the Securities Exchange Act, including Forms 10-Q and Biomatrix' annual
report on Form 10-K for the year ended December 31, 1999, each as amended. We
rely on distribution partners to sell our products in the U.S. and in many other
major markets. These distribution partners make independent decisions about the
amount of our products they will purchase in any given quarter based on a number
of factors, including their estimate of future sales in their marketing
territories and the level of inventory they decide to maintain at any given
time. Further, a portion of the Company's revenues may be based on payments from
corporate license and distribution agreements. Therefore, our total revenues and
net income will fluctuate from quarter to quarter. Some of these fluctuations
may be significant and, as a result, quarter to quarter comparisons may not be
meaningful.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
REVENUES. Total revenues for the three months ended September 30, 2000
were $22.5 million, representing an increase of $4.2 million or 23.0% over the
same period of the prior year. Net product sales for the quarter ended September
30, 2000 of $20.8 million were comprised of $19.5 million from supply price
revenues and $1.3 million from formula price adjustment revenues. Net product
sales for the quarter ended September 30, 1999 of $18.1 million were comprised
of $17.4 million from supply price revenues and $0.7 million from formula price
adjustment revenues. The increase in net product sales of $2.7 million, a 14.9%
increase over the 1999 third quarter, was comprised of $2.1 million in supply
price revenues and $0.6 million in formula price adjustment revenues. The
increase in supply price revenues was due primarily to higher average prices and
increased unit shipments during the third quarter of 2000 versus the same period
of 1999. Income from licenses, royalties and research contracts for the three
months ended September 30, 2000 included $1.5 million earned upon receipt of
reimbursement approval for Synvisc in France from Boehringer Ingelheim,
Biomatrix' marketing partner for Synvisc in France. Upon adoption of Staff
Accounting Bulletin No. 101, "Revenue Recognition," the Company's accounting
policy for recognizing revenue related to up front and milestone payments will
be to recognize revenue when all performance and economic commitments have been
completed and is not expected to have a material impact on the Company's revenue
recognition policies.
15
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16
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BIOMATRIX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(CONTINUED)
COSTS AND EXPENSES. Total costs and expenses were $14.5 million for
the three months ended September 30, 2000, representing an increase of $1.8
million or 14.2% over the same period of the prior year. Cost of goods sold for
the third quarter of 2000 and 1999 were $6.1 million and $5.5 million,
respectively, resulting in gross margins of 70.7% and 69.6%, respectively. This
increase in gross margin percentage is a result of higher average prices and
formula price adjustment revenues. Research and development expenses were $2.3
million for the third quarter of 2000, representing a decrease of $0.1 million
or 4.2% from the third quarter of 1999. Selling, general and administrative
expenses for the third quarter of 2000 were $6.1 million, representing an
increase of $1.3 million or 27.1%, over the third quarter of 1999. This increase
is a result of higher market development costs related to Synvisc, the increased
scope of international operations and higher legal fees. Selling, general and
administrative expenses for the third quarter of 2000 also included $0.3 million
of merger related expenses, primarily legal costs.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
REVENUES. Total revenues for the nine months ended September 30, 2000
were $66.4 million, representing an increase of $6.3 million or 10.5% over the
same period of the prior year. Net product sales for the nine months ended
September 30, 2000 of $57.3 million were comprised of $54.1 million from supply
price revenues and $3.2 million from formula price adjustment revenues. Net
product sales for the nine months ended September 30, 1999 of $52.7 million were
comprised of $50.1 million from supply price revenues and $ 2.6 million from
formula price adjustments. The increase in net product sales of $4.6 million, an
8.7% increase over the 1999 nine month period, was comprised of $4.0 million in
supply price revenues and $0.6 million in formula price adjustment revenues. The
increase in supply price revenues was due primarily to higher average prices
during the nine months of 2000 versus the same period of 1999. Income from
licenses, royalties and research contracts for the nine months ended September
30, 2000 and September 30, 1999 was $9.1 million and $7.4 million, respectively.
A $7.0 million milestone was recognized in 2000 related to our marketing partner
in the United States achieving $150 million of net sales on a rolling
twelve-month basis. The 2000 period also included $1.5 million earned upon
receipt of reimbursement approval for Synvisc in France from Boehringer
Ingelheim, Biomatrix' marketing partner for Synvisc in France. The 1999 period
included a $7.0 million milestone earned related to our marketing partner in the
United States achieving $100 million of net sales on a rolling twelve-month
basis. Upon adoption of Staff Accounting Bulletin No. 101, "Revenue
Recognition," the Company's accounting policy for recognizing revenue related to
up front and milestone payments will be to recognize revenue when all
performance and economic commitments have been completed and is not expected to
have a material impact on the Company's revenue recognition policies.
17
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BIOMATRIX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(CONTINUED)
COSTS AND EXPENSES. Total costs and expenses were $45.5 million for the
nine months ended September 30, 2000, representing an increase of $10.0 million
or 28.2% over the same period of the prior year. Cost of goods sold for the nine
months ended September 30, 2000 and 1999 were $17.1 million and $15.6 million,
respectively, resulting in gross margins of 70.2% and 70.4%, respectively.
Research and development expenses were $7.6 million for the first nine months of
2000, representing an increase of $1.0 million or 15.2% over the comparable
period in 1999. The increase in research and development expenses is primarily
related to increased clinical expenses. Selling, general and administrative
expenses for the first nine months of 2000 were $20.8 million, representing an
increase of $7.5 million or 56.4% over the first nine months of 1999. This
increase is due to $3.0 million of marketing expenses related to the Company's
U.S. advertising campaign for Synvisc, the increased scope of the Company's
global activities and $1.4 million of merger related expenses, primarily legal
costs.
INCOME TAXES
The Company recorded federal and state tax provisions totaling $9.2
million and $10.2 million for the nine months ended September 30, 2000 and 1999,
respectively. The consolidated effective tax rate for the first nine months of
2000 was 40.0% as compared to 41.6% for the first nine months of 1999.
As of September 30, 2000 the Company had $0.5 million of net deferred
U.S. tax assets included in other long-term assets on its balance sheet, as it
is more likely than not that the Company will realize the benefit of these
assets. The Company has provided a full valuation allowance on certain
foreign-related deferred tax assets due to their uncertainty of realization.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $46.7 million at September
30, 2000. Overall, the Company's cash position increased by $11.7 million during
the nine months ended September 30, 2000.
The Company's operations and capital growth over the past several years
have been financed by its sales of products, up-front non-refundable license fee
payments from corporate partners and the private placement of debt and equity
securities. Since January 1, 1997, and through September 30, 2000, the Company
has received $43.4 million from non-refundable milestone and license fee
payments and $19.8 million from the private placement of equity and debt
securities.
For the nine months ended September 30, 2000 the Company had positive
cash flows from operations of $11.9 million resulting principally from positive
operating results. During the nine months ended September 30, 2000, the Company
invested $1.2 million in property, plant, and equipment for research and testing
equipment as well as for the continued completion of the exterior of the
Company's U.S. manufacturing plant. During July 2000, the Company received $7.0
million related to the milestone and license fee receivable that was earned in
the second quarter of 2000.
18
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BIOMATRIX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
PROPOSED MERGER
On March 6, 2000, Genzyme Corporation ("Genzyme"), a Massachusetts
corporation, Seagull Merger Corporation, a Massachusetts corporation and
wholly-owned subsidiary of Genzyme ("Merger Sub"), and Biomatrix entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the
parties will effect a business combination through a merger of Biomatrix with
and into Merger Sub (the "Merger"). In connection with the Merger, Genzyme will
form a new division, the Genzyme Biosurgery division, and will create a new
series of common stock designated as "GZBX division Common Stock," $0.01 par
value per share ("GZBX Stock"), which will be issued to the holders of Biomatrix
common stock, $.0001 par value per share ("Biomatrix Common Stock"), in the
Merger. The currently proposed terms of the GZBX Stock are set forth as an
exhibit to the Merger Agreement. In connection with the Merger, Genzyme's Tissue
Repair Division and Surgical Products Division will become part of the Genzyme
Biosurgery division and the Genzyme Tissue Repair Common Stock ("GTR Stock")
series and Genzyme Surgical Products Common Stock ("GSP Stock") series will be
exchanged for GZBX Stock (the "Genzyme Reorganization"). The transaction, which
will be accounted for using the purchase method of accounting, is expected to
close in the fourth quarter of 2000.
Under the terms of the Merger Agreement, each outstanding share of
Biomatrix Common Stock will be converted, at the option of the holder, into
either (i) $37.00 in cash, (ii) one share of GZBX Stock or (iii) a fixed
combination of cash and GZBX Stock (the "Merger Consideration"). Under the
Merger Agreement, notwithstanding elections made by Biomatrix shareholders,
28.38% of the shares of Biomatrix Common Stock outstanding at the effective time
of the Merger will be exchanged for cash and the remaining 71.62% of the shares
of Biomatrix Common Stock outstanding at the time of the Merger will be
converted into shares of GZBX Stock at a conversion rate of one share of GZBX
Stock for each share of Biomatrix Common Stock. Based on the cash election price
and the number of shares of Biomatrix Common Stock outstanding, Biomatrix
expects that the cash portion of the transaction will be approximately $245
million. However, the number of shares of Biomatrix Common Stock to be converted
to cash in the Merger is subject to downward adjustment if there are Biomatrix
shareholders exercising their dissenter's rights or the value of the GZBX Stock
to be issued in the Merger on the effective date of the Merger is less than 45%
of the total Merger Consideration in order to preserve the status of the Merger
as a tax-free reorganization.
Under the terms of the Merger Agreement, each outstanding share of GSP
Stock will convert into 0.6060 shares of GZBX Stock and each share of GTR Stock
will convert into 0.3352 shares of GZBX Stock. Based on the number of common
shares outstanding for each entity at the time when the registration statement
on Form S-4 was filed by Genzyme Corporation, the Genzyme Biosurgery division is
expected to have approximately 35.4 million shares outstanding.
Consummation of the Merger is subject to the adoption of the Agreement
and Plan of Merger by the Biomatrix stockholders, the approval of the issuance
of GZBX Stock in the Merger and the necessary amendments of Genzyme's charter by
the Genzyme stockholders, including the approval of the exchange of GSP Stock
for GZBX Stock by GSP stockholders and the exchange of GTR Stock for GZBX Stock
by GTR stockholders and certain other customary closing conditions. The
Biomatrix stockholders' meeting is scheduled for December 7, 2000 and the
Genzyme stockholders' meeting is scheduled for December 15, 2000.
19
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BIOMATRIX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
PROPOSED MERGER (CONTINUED)
Certain officers of Biomatrix holding an aggregate of approximately
36.2% of the outstanding shares of Biomatrix Common Stock have agreed to vote
their shares of Biomatrix Common Stock in favor of the Merger until the earlier
to occur of the completion of the Merger or 5 days after the termination of the
Merger Agreement. In addition, as a condition to Genzyme's entering into the
Merger Agreement, Biomatrix has granted Genzyme an option to purchase 4.6
million shares of Biomatrix Common Stock at a price of $30 per share. The option
may only be exercised by Genzyme upon the termination of the Merger Agreement
resulting from our shareholders' voting against the merger or our entering into
an alternative transaction that is recommended by our Board.
Under the terms of the Merger agreement and prior to the closing of the
Merger, Biomatrix expects to modify the stock option awards of one executive and
two non-employee directors to immediately accelerate any unvested options upon
the closing of the Merger. In addition, the Company expects to modify the option
plan to provide that if any employee's employment is terminated within one year
following the Merger other than (i) by the Company for cause (as defined in the
Biomatrix Separation Pay Plan), (ii) by reason of death or (iii) by the employee
without Good Reason (as defined in the Biomatrix Separation Pay Plan), all
unvested options will immediately vest and become exercisable as of the date of
termination.
The Company expects that the aforementioned modifications will be made
upon stockholder and board approvals and concurrent with the closing of the
Merger which is anticipated to occur in the fourth quarter of fiscal 2000. At
the time that the options and option plan are modified, Biomatrix will measure
any compensation expense based on the stock price at the date that the
modifications are made. Based on the market value of the Company's stock price
on November 2, 2000, the Company estimates the impact of the immediate
acceleration of the unvested options of the executive and non-employee directors
to be approximately $0.3 million which will be recorded in the Company's
financial statements at the modification date and up to $3.9 million related to
the other options. The Company will record additional compensation expense for
any unvested options that will accelerate at the date on which an employee is
terminated. These amounts are subject to change based on the stock price at the
date of modification and based on the unvested shares subject to acceleration.
IMPACT OF THE ADOPTION OF RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the staff of the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin No. 101, Revenue Recognition, which was
most recently amended by SAB 101B on June 26, 2000 to delay the implementation
date until no later than their fourth fiscal quarter of the fiscal year
beginning after December 15, 1999. To the extent the guidance in SAB 101 differs
from the generally accepted accounting principles previously utilized by an SEC
registrant, SAB 101 indicates that the SEC staff will not object to reporting
the cumulative effect of a change in accounting principle.
In consideration of SAB 101 and the guidance contained therein, we are
re-examining all elements and provisions of our contracts, specifically
non-refundable license fees and milestones, to determine the impact of SAB 101
on our policy of recording revenue. Based on our most recent analysis and our
understanding of the requirements, we have revised our previous estimates and
currently anticipate that the implementation of SAB 101 will result in a
cumulative effect adjustment for a change in accounting principle. The total
cumulative effect of the non-cash, after-tax charge is currently estimated to be
approximately $2.2 million. Such amount would be recorded as deferred revenue
and recognized as revenue in future periods. We will continue to assess the
impact of SAB 101 as additional guidance and interpretations evolve over the
remainder of the year. We intend to implement changes resulting from SAB 101 in
the fourth quarter of 2000.
20
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21
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BIOMATRIX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LITIGATION
In October 1996, Michael Jarcho filed suit against Biomatrix in the
United States District Court for the Southern District of California seeking to
recover damages and declaratory judgment for our alleged breach of Jarcho's
consulting agreement with Biomatrix, dated December 2, 1988. The agreement
provides that Biomatrix is to pay royalties to Jarcho for products that result
from his consultancy. Jarcho contends that Hylaform(R) resulted from his
consultancy and seeks a royalty on the Company's past and future net sales of
Hylaform as well as punitive damages and recovery of attorney fees. The royalty
Jarcho alleges he is entitled to would have totaled $ 0.5 million through
September 30, 2000. The Company disagrees with Jarcho's claims and does not
believe that Jarcho is owed any royalties on Hylaform sales. On January 10,
1997, the court dismissed Jarcho's case on the grounds that the agreement
requires such disputes to be brought exclusively in New Jersey state court.
Jarcho moved for a partial reconsideration of the decision, which the Company
opposed, and his motion was denied. On June 16, 1997, Jarcho filed suit in New
Jersey state court. A tentative trial date has been set for January 2001. The
Company has been defending this matter vigorously. In accordance with the
Company's policy on contingencies, a provision has been made in the accompanying
consolidated financial statements for estimated legal fees expected to be
incurred in defending the matter vigorously. The Company is presently unable to
predict the ultimate outcome of this matter or whether it would have a material
impact on the results of operations, financial position or cash flows of
Biomatrix. The Company has not made any provisions for any liability that might
result from the claims made by Jarcho.
On July 21, and August 7, 15, and 30, 2000, class action lawsuits
requesting unspecified damages were filed in the United States District Court
for the District of New Jersey against Biomatrix and two of its officers and
directors, Endre A. Balazs and Rory B. Riggs. In these actions, the plaintiffs
seek to certify a class of all persons or entities who purchased or otherwise
acquired Biomatrix common stock during the period between July 20, 1999 and
April 25, 2000. The plaintiffs allege, amongst other things, that the defendants
failed to accurately disclose information related to Biomatrix's product Synvisc
during the period between July 20, 1999 and April 25, 2000, and assert causes of
action under the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
under that Act. We disagree with these claims and believe that information
related to Synvisc was properly disclosed. Biomatrix intends to defend these
actions vigorously. In accordance with the Company's policy on contingencies, a
provision has been made in the accompanying consolidated financial statements
for estimated legal fees expected to be incurred in defending the matter
vigorously. Under the certificate of incorporation of Biomatrix, officers and
directors of Biomatrix are entitled to indemnification for such claims from
Biomatrix to the full extent permitted by Delaware law. The Company is presently
unable to predict the ultimate outcome of these cases or whether they would have
a material impact on the results of operations, financial position or cash flows
of Biomatrix. We have not made any provisions for any liability that might
result from these claims.
22
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BIOMATRIX, INC. AND SUBSIDIARIES
ITEM 1. LEGAL PROCEEDINGS
On July 21, and August 7, 15, and 30, 2000, class action lawsuits
requesting unspecified damages were filed in the United States District Court
for the District of New Jersey against Biomatrix and two of its officers and
directors, Endre A. Balazs and Rory B. Riggs. In these actions, the plaintiffs
seek to certify a class of all persons or entities who purchased or otherwise
acquired Biomatrix common stock during the period between July 20, 1999 and
April 25, 2000. The plaintiffs allege, amongst other things, that the defendants
failed to accurately disclose information related to Biomatrix's product Synvisc
during the period between July 20, 1999 and April 25, 2000, and assert causes of
action under the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
under that Act. We disagree with these claims and believe that information
related to Synvisc was properly disclosed. Biomatrix intends to defend these
actions vigorously. In accordance with the Company's policy on contingencies, a
provision has been made in the accompanying consolidated financial statements
for estimated legal fees expected to be incurred in defending the matter
vigorously. Under the certificate of incorporation of Biomatrix, officers and
directors of Biomatrix are entitled to indemnification for such claims from
Biomatrix to the full extent permitted by Delaware law. The Company is presently
unable to predict the ultimate outcome of these cases or whether they would have
a material impact on the results of operations, financial position or cash flows
of Biomatrix. We have not made any provisions for any liability that might
result from these claims.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
10.1 Agreement and Plan of Merger among Genzyme Corporation,
Seagull Merger Corporation, and Biomatrix, Inc., dated as of
March 6, 2000, as amended through October 25, 2000 as filed as
an Annex to Registration No. 333-34972 and incorporated herein
by reference thereto.
27.1 Financial Data Schedule
B. REPORTS ON FORM 8-K
None
23
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BIOMATRIX, INC. AND SUBSIDIARIES
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.
DATE: November 14, 2000 BIOMATRIX, INC.
By: /s/ Endre A. Balazs
--------------------------------------------
Endre A. Balazs
Chief Executive Officer and
Chief Scientific Officer
By: /s/ Maxine Seifert
--------------------------------------------
Maxine Seifert
Vice President, Finance and Chief Financial
Officer
24
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BIOMATRIX, INC. AND SUBSIDIARIES
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.
DATE: November 14, 2000 BIOMATRIX, INC.
By:
--------------------------------------------
Endre A. Balazs
Chief Executive Officer and
Chief Scientific Officer
By:
--------------------------------------------
Maxine Seifert
Vice President, Finance and Chief Financial
Officer
25
