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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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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
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GENZYME DEVELOPMENT PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 04-3065192
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Kendall Square, Cambridge, Massachusetts 02139
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(Address of principal executive offices) (Zip Code)
(617) 252-7500
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(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 day Yes X No
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, JUNE 30, 1998
TABLE OF CONTENTS
<TABLE>
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PAGE NO.
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Unaudited Balance Sheets as of June 30, 1998 and December 31, 1997................................ 3
Unaudited Statements of Operations for the Three and Six Months Ended June 30, 1998 and 1997...... 4
Unaudited Statements of Cash Flows for the Six Months Ended June 30, 1998 and 1997................ 5
Notes to Unaudited Financial Statements........................................................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............... 8
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.......................................... 9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.................................................................... 9
Signatures .................................................................................................... 10
</TABLE>
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Quarterly Report on Form 10-Q for Genzyme Development Partners, L.P. (the
"Partnership") contains forward-looking statements concerning the Partnership's
expected future revenues, operations and expenditures and funding of the
Partnership's research and development programs. 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
("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)
funding of the Partnership's administrative expenses and 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" set
forth in the Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (the "1997 10-K").
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENZYME DEVELOPMENT PARTNERS, L.P.
BALANCE SHEETS
(Unaudited, amounts in thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
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<S> <C> <C>
ASSETS
Cash and cash equivalents ............................................ $ 53 $ 22
Royalty receivable from Genzyme Corporation .......................... 22 17
Investment in Joint Venture (Note 3) ................................. - 592
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Total assets .................................................. $ 75 $ 631
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable to Genzyme Corporation .............................. $ 326 $ 234
Accrued expenses ..................................................... 37 79
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Total liabilities ............................................. 363 313
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Commitments and contingencies (Note 2) ............................... - -
Partners' capital (deficit) (including accumulated deficit of
$(34,439)):
General partner .................................................. (261) 345
Class A limited partners ......................................... - -
Class B limited partners ......................................... - -
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(261) 345
Less: unpaid partners' capital (deficit) ......................... (27) (27)
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Total partners' capital (deficit) ............................. (288) 318
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Total liabilities and partners' capital (deficit).............. $ 75 $ 631
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</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, amounts in thousands, except per unit data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Royalty revenue from Genzyme Corporation ............... $ 19 $ 15 $ 35 $ 25
Costs and expenses:
Administrative expenses ........................... 31 41 50 99
-------- -------- --------- --------
Operating loss ......................................... (12) (26) (15) (74)
Other income (expenses):
Equity in loss of joint venture (Note 3) .......... (83) - (592) -
Investment income ................................. 1 4 1 13
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Total other income (expenses) .................. (82) 4 (591) 13
Net loss ............................................... $ (94) $ (22) $ (606) $ (61)
======== ======== ========= ========
Net loss attributable to each partnership unit:
Limited partners - based on 737 units ............. $ - $ - $ - $ -
======== ======== ========= ========
General partner - based on 1 unit ................. $(94,000) $(22,000) $(606,000) $(61,000)
======== ======== ========= ========
</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, amounts in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
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1998 1997
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Cash flow from operating activities:
Net loss ....................................................................... $(606) $ (61)
Reconciliation of net loss to net cash provided by operating activities:
Equity in loss of joint venture ............................................. 592 -
Increase (decrease) in cash from changes in working capital:
Royalty receivable from Genzyme Corporation ............................... (5) (10)
Accounts payable and accrued expenses ..................................... 50 99
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Net cash provided by operating activities ...................................... 31 28
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Increase in cash and cash equivalents .............................................. 31 28
Cash and cash equivalents at beginning of period ................................... 22 151
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Cash and cash equivalents at end of period ......................................... $ 53 $ 179
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</TABLE>
The accompanying notes are an integral part of these unaudited financial
statements.
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GENZYME DEVELOPMENT PARTNERS, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. BASIS FOR PRESENTATION
Genzyme Development Partners, L.P. (the "Partnership"), a Delaware
limited partnership, was formed in September 1989 with the objective to
develop, produce and derive income from the sale of products (the
"Sepra Products") intended 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 Corporation ("Genzyme")
received marketing approval from the FDA for the Partnership's first
product, Seprafilm(R) bioresorbable membrane in the U.S. on behalf of
Genzyme Ventures II (the "Joint Venture"), a joint venture between the
Partnership and Genzyme.
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 Partnership's 1997 Annual Report on Form 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 six months ended June 30,
1998 and 1997 are unaudited but include, in the opinion of management,
all adjustments (consisting only of normally recurring accruals)
necessary for a fair presentation of the results for the periods
presented.
2. DEVELOPMENT AGREEMENT
The Development Agreement calls for Genzyme to develop the Sepra
Products for the Partnership to be used as surgical aids to limit the
incidence and severity of postoperative adhesions. The Partnership was
required to reimburse Genzyme for all direct costs, a reasonable
allocation of indirect costs as they relate to the development effort
and a ten percent (10%) management fee, up to the available Partnership
funds. A non-refundable retainer fee of $1.5 million was paid by the
Partnership to Genzyme when the Partnership commenced. The General
Partner has the authority to terminate the research program at any time
if it is deemed to be unfeasible or uneconomical. Genzyme has no
obligation to fund the research and development programs beyond the
available Partnership funds but has done so after the available
Partnership funds were expended in the first quarter of 1994. Genzyme
currently intends to fund the programs through 1998 on a level
consistent with previous years and the 1998 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. The Joint Venture incurred net losses of
approximately $1.9 million and $3.1 million, respectively, for the
three and six months ended June 30, 1998, and $1.0 million and $1.7
million, respectively, for the three and six months ended June 30,
1997. These losses were due primarily to the costs associated with the
U.S. market penetration of Seprafilm(R) bioresorbable membrane.
Condensed financial information of the Joint Venture is summarized
below (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
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1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenues ......................... $ 1,248 $ 648 $ 2,826 $ 1,054
Operating expenses ............... (3,015) (1,217) (5,207) (2,070)
Net loss ......................... (1,862) (977) (3,134) (1,678)
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, 1998 DECEMBER 31, 1997
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<S> <C> <C>
Venturer's capital (deficit) - Genzyme........... $(772) $1,108
Venturer's capital - GDP......................... - 592
</TABLE>
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4. NEW ACCOUNTING PRONOUNCEMENTS
In April 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 98-5, "Accounting for the Costs of Start-Up Activities" ("SOP
98-5"). SOP 98-5 requires all costs of start-up activities (as defined
by SOP 98-5) to be expensed as incurred. SOP 98-5 will not have a
material affect on the Partnership's financial statements.
5. COMPREHENSIVE INCOME
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS
130 establishes standards for the reporting and display of
comprehensive income and its components. Components of comprehensive
income are net income and all other nonowner changes in equity such as
the change in the cumulative translation adjustment. This statement
requires that an enterprise: (a) classify items of other comprehensive
income by their nature in a financial statement and (b) display the
accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section
of a balance sheet. SFAS 130 is effective for financial statements
issued for periods beginning after December 15, 1997, which for the
Partnership is the first quarter of 1998. Presentation of comprehensive
income for earlier periods provided for comparative purposes is
required. Comprehensive income for the three and six months ended June
30, 1998 and June 30, 1997 is the same as the Partnership's net loss.
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GENZYME DEVELOPMENT PARTNERS, L.P.
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
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 loss for the three and six months ended June 30, 1998 was $94,000 and
$606,000, respectively, as compared to net losses of $22,000 and $61,000,
respectively, in the corresponding periods of 1997. Of the losses recorded in
the three and six months ended June 30, 1998, $83,000 and $592,000,
respectively, related to the losses from the Joint Venture that were allocated
to the Partnership pursuant to the Amended and Restated Joint Venture Agreement.
The Partnership recognizes 40% of the losses from the Joint Venture, to the
extent it has basis in the Joint Venture. The Partnership's portion of the
losses of the Joint Venture for the second quarter of 1998 reduced the
Partnership's basis in the Joint Venture to zero. In the three and six months
ended June 30, 1997, the Partnership had no basis in the Joint Venture and
therefore, did not recognize any losses from the Joint Venture.
Under the terms of the Cross License Agreement, the Partnership is entitled to
receive a royalty of 6% of net revenues recognized from European sales of the
Sepra Products to the extent necessary to pay certain projected distributions to
the partners in any year. For the three and six months ended June 30, 1998, the
Partnership earned $19,000 and $35,000, respectively, of royalty revenue as
compared to $15,000 and $25,000 in the comparable periods of 1997. The General
Partner believes that the Partnership will continue to be eligible to receive
such royalties during the remainder of 1998.
Administrative expenses were $31,000 and $50,000 for the three and six months
ended June 30, 1998, respectively, as compared to $41,000 and $99,000 in the
same periods of 1997, decreases of 24% and 49%, respectively. The changes are
primarily the result of amounts spent in the first quarter of 1997 related to
the amendment and restatement of the joint venture agreement between the
Partnership and Genzyme and also amounts spent on patent defense in 1997.
Genzyme currently intends to fund expenses in excess of the Partnership's
available cash in 1998.
Investment income, including income which the Partnership recognizes related to
changes in Partnership unit ownership ("Transfer Fee Income"), decreased to
$1,000 for both the three and six months ended June 30, 1998, from approximately
$4,000 and $13,000 for the corresponding periods in 1997, due largely to a
lack of Transfer Fee Income in the first and second quarter of 1998.
FINANCIAL CONDITION
As of June 30, 1998, the Partnership had $53,000 in cash and cash equivalents,
which is reserved for general and administrative expenses.
The Partnership's future profitability is entirely dependent upon the Joint
Venture's sales of the Sepra Products. The General Partner believes that
substantial additional funds will be required to complete the development,
clinical testing and commercialization of the Sepra Products. 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 currently intends to continue such funding
during 1998 at a level consistent with prior years and the 1998 budget for these
programs.
YEAR 2000
Many computer systems experience problems handling dates beyond the year 1999,
therefore, some computer hardware and software will need to be modified prior
to the year 2000 in order to remain functional. The Partnership relies upon
Genzyme to provide general and administrative and other services, and the Joint
Venture relies upon Genzyme to perform manufacturing, marketing and sales
services, pursuant to certain agreements between Genzyme, the Partnership and
the Joint Venture that involve the use of Genzyme's computer systems. Genzyme
is accessing the internal readiness of its computer systems for handling the
year 2000. Genzyme expects to implement successfully the systems and programming
changes necessary to address year 2000 issues, and the Partnership does not
believe that the cost of such actions taken by Genzyme will have a material
effect on the Partnership's results of operations or financial condition.
There can be no assurance, however, that there will not be a delay in, or
increased costs associated with, the implementation of such changes, and
Genzyme's inability to implement such changes could have an adverse effect on
future results of operations of the Partnership.
NEW ACCOUNTING PRONOUNCEMENTS
In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5,
"Accounting for the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5
requires all costs of start-up activities (as defined by SOP 98-5) to be
expenses as incurred. SOP 98-5 will not have a material affect on the
Partnership's financial statements.
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, JUNE 30, 1998
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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
June 30, 1998.
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GENZYME DEVELOPMENT PARTNERS, L.P.
FORM 10-Q, JUNE 30, 1998
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: August 13, 1998 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, JUNE 30, 1998
EXHIBIT INDEX
Exhibit
No. Description Page No.
- ------- ----------- --------
27 Financial Data Schedule for Genzyme Development
Partners, L.P. Filed herewith.
11
<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 SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 53
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 75
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 75
<CURRENT-LIABILITIES> 363
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (288)
<TOTAL-LIABILITY-AND-EQUITY> 75
<SALES> 0
<TOTAL-REVENUES> 19
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 641
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (606)
<INCOME-TAX> 0
<INCOME-CONTINUING> (606)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (606)<F1>
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>GENZYME DEVELOPMENT PARTNERS, L.P. IS A DELAWARE LIMITED PARTNERSHIP. NET
EARNINGS OR LOSS ARE REPORTED PER PARTNERSHIP UNIT INSTEAD OF PER SHARE. THE
PARTNERSHIP INCURRED NET LOSSES OF $606,000 IN THE SIX MONTHS ENDED JUNE 30,
1998 WHICH WERE ALLOCATED 100% TO THE GENERAL PARTNER.
</FN>
</TABLE>
