<PAGE> 1
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 the quarterly period ended September 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-18554
GENZYME DEVELOPMENT PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 04-3065192
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Kendall Square, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
(617) 252-7500
(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
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheets as of September 30, 1997 and December 31, 1996................................ 3
Statements of Operations for the Three and Nine Months Ended September 30, 1997 and 1996..... 4
Statements of Cash Flows for the Nine Months Ended September 30, 1997 and 1996............... 5
Notes to Unaudited 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..................................... 7
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K............................................................... 8
Signatures ............................................................................................... 9
</TABLE>
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Quarterly Report on Form 10-Q for Genzyme Development Partners, L.P., a
Delaware limited partnership (the "Partnership"), contains forward-looking
statements concerning funding for product development and the Partnership's
expected future revenues from and plans for marketing of the Partnership's
products. These forward looking statements represent the expectations of the
General Partner as of the filing date of this Form 10-Q. The Partnership's
actual results could differ materially from those anticipated by the forward
looking statements due to a number of factors, including (i) the Partnership's
ability to complete successfully preclinical and clinical development and
obtain timely regulatory approval and patent and other proprietary rights
protection for its products, (ii) the content and timing of decisions made by
the U.S. Food and Drug Administration (the "FDA") and other agencies regarding
the indications for which the Partnership's products may be approved, (iii) the
actual size and characteristics of markets to be addressed by the Partnership's
products, (iv) market acceptance of the Partnership's products, (v) the
Partnership's ability to obtain reimbursement for its products, (vi) the
accuracy of the Partnership's information concerning the products and resources
of competitors and potential competitors, (vii) continued funding of the
Partnership's research and development programs by Genzyme Corporation
("Genzyme"), and (viii) the risks and uncertainties described under the caption
"Factors Affecting Future Operating Results" under Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Partnership's Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (the "1996 10-K").
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENZYME DEVELOPMENT PARTNERS, L.P.
BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents .............................. $ 195 $ 151
Royalty receivable from Genzyme Corporation ............ 17 8
----- -----
Total assets .................................... $ 212 $ 159
===== =====
LIABILITIES AND PARTNERS' CAPITAL
Accounts Payable to Genzyme Corporation (Note 2) ....... $ 339 $ 245
Accrued expenses - other ............................... 128 110
----- -----
Total liabilities ............................... 467 355
Commitments and contingencies (Note 2) ................. -- --
----- -----
Partners' capital (deficit):
General partner .................................... (228) (169)
Class A limited partners ........................... -- --
Class B limited partners ........................... -- --
----- -----
(228) (169)
Less: unpaid partners' capital ..................... (27) (27)
----- -----
Total partners' capital (deficit) ............... (255) (196)
----- -----
Total liabilities and partners' capital
(deficit) ..................................... $ 212 $ 159
===== =====
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
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GENZYME DEVELOPMENT PARTNERS, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- -----------------------
1997 1996 1997 1996
------- ------- -------- -------
<S> <C> <C> <C> <C>
Royalty revenue from Genzyme Corporation .... $ 12 $ 6 $ 37 $ 15
Costs and expenses:
General and Administrative ............... 13 180 112 243
------- ------- -------- -------
Operating loss .............................. (1) (174) (75) (228)
------- ------- -------- -------
Investment income ........................... 3 7 16 22
------- ------- -------- -------
Net income (loss) ........................... $ 2 $ (167) $ (59) $ (206)
======= ======= ======== =======
Net income (loss) per partnership unit:
Limited partners (based on 737 units) .. $ 0 $ (224) $ 0 $ (277)
======= ======= ======== =======
General partner (based on 1 unit) ...... $ 2,000 $(1,670) $(59,000) $(2,060)
======= ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
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GENZYME DEVELOPMENT PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1997 1996
---- ----
<S> <C> <C>
Cash flow from operating activities:
Net loss .................................................................... $ (59) $(206)
Reconciliation of net loss to net cash provided by operating activities:
Increase (decrease) in cash from changes in working capital:
Royalty receivable from Genzyme Corporation .............................. (9) --
Accounts payable to Genzyme Corporation .................................. 94 57
Accrued expenses ......................................................... 18 --
----- -----
Net cash provided (used) by operating activities ............................ 44 (149)
----- -----
Increase (decrease) in cash and cash equivalents ................................ 44 (149)
Cash and cash equivalents at beginning of period ................................ 151 466
----- -----
Cash and cash equivalents at end of period ...................................... $ 195 $ 317
===== =====
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
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<PAGE> 6
GENZYME DEVELOPMENT PARTNERS, L.P.
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. BASIS FOR PRESENTATION
The Partnership was formed in September 1989 to develop, produce and
derive income from the sale of products (the "Sepra Products") to be
used to limit the incidence and severity of postoperative adhesions.
The Sepra Products are based on hyaluronic acid ("HA"), a naturally
occurring biopolymer with unique physical properties. In August 1996,
Genzyme received marketing approval from the FDA for the Partnership's
first product, Seprafilm(TM), and commenced commercial sales of
Seprafilm(TM) in the U.S. on behalf of a joint venture (the "Joint
Venture") between Genzyme and the Partnership.
Per partnership unit information is based on the number of partnership
units outstanding at the end of each period. Units outstanding have not
changed since the date of capitalization of the Partnership.
These unaudited financial statements should be read in conjunction with
the 1996 10-K and the financial statements and footnotes included
therein. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission.
The financial statements for the three and nine months ended September
30, 1997 and 1996 are unaudited but include, in the opinion of the
General Partner, all adjustments (consisting only of normally recurring
accruals) necessary for a fair presentation of the results for the
periods presented.
2. DEVELOPMENT AGREEMENT
The Partnership's available funds were fully expended during the first
quarter of 1994. Genzyme has funded the development program for the
Sepra Products on an annual basis since the first quarter of 1994, when
all of the Partnership's available funds were substantially depleted.
Genzyme is not obligated to fund additional development of the Sepra
Products but intends to fund the program during 1997 at no expense to
the Partnership at a level consistent with prior years and the 1997
budget for the program.
3. JOINT VENTURE AGREEMENT
For financial accounting purposes, Genzyme consolidates 100% of the
losses of the Joint Venture funded by its non-interest bearing loans
or capital contributions. For the three and nine months ended
September 30, 1997, the Joint Venture incurred net losses of
approximately $0.8 million and $2.5 million, respectively, due
primarily to the costs associated with the U.S. market introduction of
Seprafilm(TM).
Condensed financial information of the Joint Venture is summarized
below (in thousands):
<TABLE>
<CAPTION>
For the For the For the
Three Months Nine Months Period from
Ended Ended August 17, 1996
September 30, 1997 September 30, 1997 to September 30, 1996(1)
------------------ ------------------ ---------------------
<S> <C> <C> <C>
Revenues........................ $ 925 $ 1,979 $ 127
Operating cost and expenses..... (1,714) (4,447) (1,282)
Net loss........................ (789) (2,468) (1,155)
</TABLE>
<TABLE>
<CAPTION>
As of
September 30, 1997
------------------
<S> <C>
Payable to Genzyme..................................................... $4,747
Joint venturer's capital (deficit) - Genzyme........................... (4,747)
Joint venturer's capital (deficit) - GDP............................... -
</TABLE>
(1) Comprehensive condensed financial information for the Joint Venture
for the three and nine months ended September 30, 1996 represents the
Joint Venture's business activities from August 17, 1996 (date of
commencement of operations) through September 30, 1996.
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GENZYME DEVELOPMENT PARTNERS, L.P.
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
The following discussion is a summary of the key factors the General Partner
considers necessary in reviewing the Partnership's results of operations,
liquidity and capital resources.
RESULTS OF OPERATIONS
Net income for the three months ended September 30, 1997 increased to $2,000 as
compared to a net loss of $167,000 in the corresponding period in 1996 due
primarily to a 100% increase in royalty revenue recognized by the Partnership on
European sales of the Sepra Products by Genzyme and a $167,000 reduction in
administrative expenses incurred by the Partnership in the third quarter of
1996, of which $154,000 is attributable to legal costs incurred by the
Partnership in connection with Genzyme's offer made in May 1996 to purchase
substantially all of the assets of the Partnership (the "Offer"), which Offer
was subsequently withdrawn, and $13,000 is related to a reduction in other
administrative expenses. Net loss for the nine months ended September 30, 1997
decreased to $59,000 from $206,000 in the same period in 1996 due primarily to a
147% increase in royalty revenue and a $131,000 net decrease in administrative
expenses, of which $154,000 is attributable to legal costs incurred by the
Partnership in the third quarter of 1996 related to the Offer, offset in part by
a $13,000 increase in legal expenses incurred by the Partnership related to the
maintenance of its patents and a $10,000 increase in other administrative
expenses. Under the terms of the Cross License Agreement with Genzyme, the
Partnership is entitled to receive a royalty equal to 6% of net revenues
recognized by Genzyme from the European sales of the Sepra Products to the
extent necessary to pay certain projected distributions to the partners in any
year. The General Partner believes that the Partnership will continue to be
eligible to receive such royalties during 1997.
Investment income, including income which the Partnership receives related to
changes in Partnership unit ownership ("Transfer Fee Income"), decreased for
the three months ended September 30, 1997 to $3,000 from approximately $7,000
in the corresponding period of 1996, due primarily to lower average cash
balances and a slight decline in Transfer Fee Income. Investment income,
including Transfer Fee Income, decreased for the nine months ended September
30, 1997 to approximately $16,000 from approximately $22,000 in the
corresponding period of 1996, due largely to lower average cash balances offset
in part by an increase in Transfer Fee Income in the second and third quarters
of 1997. Excluding the effect of the changes in Transfer Fee Income, investment
income declined to approximately $2,000 and $6,000 in the three and nine months
ended September 30, 1997, respectively, from $5,000 and $16,000 in the
corresponding periods of 1996 due to lower average cash balances resulting
primarily from the Partnership's contribution of $200,000 in cash to the Joint
Venture in the fourth quarter of 1996.
FINANCIAL CONDITION
As of September 30, 1997, the Partnership had $195,000 in cash and cash
equivalents which is reserved for general and administrative expenses.
The Partnership's future profitability is primarily dependent upon the Joint
Venture's sales of the Sepra Products. Under the Amended and Restated Joint
Venture Agreement, Genzyme has agreed, during the term of the Joint Venture, to
make non-interest bearing loans to the Joint Venture to fund any working capital
deficiency of the Joint Venture and to make capital contributions to the extent
deemed necessary by the two venturers in connection with the business of the
Joint Venture. For the three and nine months ended September 30, 1997, Genzyme
funded Joint Venture net losses of approximately $0.8 million and $2.5 million,
respectively, due primarily to the costs associated with the U.S. market
introduction of Seprafilm(TM).
The General Partner believes that substantial additional funds will be required
to complete the development, clinical testing and commercialization of
Sepracoat(TM). Genzyme has funded the research and development program for the
Sepra Products on an annual basis since the first quarter of 1994, when all the
available funds of the Partnership were substantially depleted. Genzyme is not
obligated to fund additional development of the Sepra Products but intends to
continue such funding during 1997 at a level consistent with prior years and the
1997 budget for these programs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, SEPTEMBER 30, 1997
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule for Genzyme Development Partners, L.P.
(for EDGAR filing purposes only). Filed herewith.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ending September 30, 1997.
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, SEPTEMBER 30, 1997
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.
GENZYME DEVELOPMENT PARTNERS, L.P.
(Registrant)
By: GENZYME DEVELOPMENT CORPORATION II
General Partner
DATE: November 14, 1997 By: /s/ David J. McLachlan
---------------------------
David J. McLachlan
Duly Authorized Officer and
Principal Financial Officer
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, SEPTEMBER 30, 1997
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page No.
- ------- ----------- --------
<S> <C> <C>
27 Financial Data Schedule for Genzyme Development
Partners, L.P. (for EDGAR filing purposes only). 11
Filed herewith.
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF GENZYME DEVELOPMENT PARTNERS, L.P. FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 195
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 212
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 212
<CURRENT-LIABILITIES> 467
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (225)
<TOTAL-LIABILITY-AND-EQUITY> 212
<SALES> 0
<TOTAL-REVENUES> 37
<CGS> 0
<TOTAL-COSTS> 112
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (59)
<INCOME-TAX> 0
<INCOME-CONTINUING> (59)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59)
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0
<FN>
<F1>Earnings per share for the Partnership are reported based on Partnership units,
therefore, earnings per share data is not applicable. The Partnership incurred
net losses of &59,000 in the nine months ended September 30, 1997 which were
allocated 100% Genzyme Corporation as General Partner.
</FN>
</TABLE>
