<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 June 30, 1996
/ / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from to
---------- ----------
Commission file number 0-19267
ALKERMES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2472830
- ---------------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
64 Sidney Street, Cambridge, MA 02139-4136
- ---------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 494-0171
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address, and former fiscal year,
if changed since last report
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Shares Outstanding as of August 7, 1996
----- ---------------------------------------
Common Stock, par value $.01 18,422,068
<PAGE> 2
ALKERMES, INC. AND SUBSIDIARIES
<TABLE>
INDEX
-----
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets 3
- June 30, 1996 and March 31, 1996
Consolidated Statements of Operations 4
- Three months ended June 30, 1996 and 1995
Consolidated Statement of Shareholders' Equity 5
- Three months ended June 30, 1996
Consolidated Statements of Cash Flows 6
- Three months ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 14
EXHIBIT INDEX 15
</TABLE>
(2)
<PAGE> 3
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:
ALKERMES, INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, March 31,
1996 1996
------------- -------------
<S> <C> <C>
A S S E T S
Current Assets:
Cash and cash equivalents $ 783,239 $ 445,150
Short-term investments 47,869,424 31,929,214
Prepaid expenses and other current assets 2,351,368 1,957,477
------------- -------------
Total current assets 51,004,031 34,331,841
------------- -------------
Property, Plant and Equipment:
Land 225,000 225,000
Building 1,275,000 1,275,000
Furniture, fixtures and equipment 10,343,677 9,864,501
Leasehold improvements 2,155,760 2,008,193
Construction in progress -- 147,326
------------- -------------
13,999,437 13,520,020
Less accumulated depreciation and amortization (5,623,947) (5,097,882)
------------- -------------
8,375,490 8,422,138
------------- -------------
Investments 1,380,833 1,372,789
------------- -------------
Other Assets 705,733 747,377
------------- -------------
Other Investments 658,093 877,928
------------- -------------
$ 62,124,180 $ 45,752,073
============= =============
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
Current Liabilities:
Accounts payable and accrued expenses $ 2,189,920 $ 3,522,178
Long-term obligations--current portion 2,926,417 2,925,756
------------- -------------
Total current liabilities 5,116,337 6,447,934
------------- -------------
Long-Term Obligations 9,146,248 9,876,347
------------- -------------
Other Long-Term Liabilities 1,043,437 915,241
------------- -------------
Deferred Revenue 5,000,000 5,000,000
------------- -------------
Shareholders' Equity:
Capital stock, par value $.01 per share:
Authorized, 5,000,000 shares; none issued
Common stock, par value $.01 per share:
Authorized 40,000,000 shares; issued 18,365,146 shares at
June 30, 1996 and 15,966,942 shares at March 31, 1996 183,651 159,669
Additional paid-in capital 147,585,794 124,239,023
Receivable for warrants and deferred compensation (239,721) (317,682)
Cumulative foreign currency translation adjustments (17,220) (24,354)
Unrealized gain on marketable securities 296,250 502,500
Accumulated deficit (105,990,596) (101,046,605)
------------- -------------
Total shareholders' equity 41,818,158 23,512,551
------------- -------------
$ 62,124,180 $ 45,752,073
============= =============
</TABLE>
See notes to consolidated financial statements.
(3)
<PAGE> 4
ALKERMES, INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
June 30, June 30,
1996 1995
------------ ------------
<S> <C> <C>
Revenues:
Research and development revenue under
collaborative arrangements $ 2,476,909 $ 845,617
Research and development revenue under
collaborative arrangement with related party 1,415,313 2,613,509
Interest income 527,728 372,030
----------- -----------
4,419,950 3,831,156
----------- -----------
Expenses:
Research and development 6,613,399 5,002,143
General and administrative 2,443,131 1,092,582
Interest expense 307,411 205,571
----------- -----------
9,363,941 6,300,296
----------- -----------
Net loss $(4,943,991) $(2,469,140)
=========== ===========
Net loss per weighted average number of common
shares $ (0.29) $ (0.18)
=========== ===========
Weighted average number of common shares
outstanding 17,325,561 13,574,168
=========== ===========
</TABLE>
See notes to consolidated financial statements.
(4)
<PAGE> 5
ALKERMES, INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
<CAPTION>
Receivable Cumulative
Common Stock Additional for Warrants Foreign Currency
------------------- Paid-in and Deferred Translation
Shares Amount Capital Compensation Adjustments
------ ------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance, April 1, 1996 15,966,942 $159,669 $124,239,023 $(317,682) $(24,354)
Issuance of common stock 4/96 through 6/96,
net of issuance costs of $65,000 2,398,204 23,982 23,346,771 -- --
Amortization of receivable for warrants -- -- -- 34,687 --
Amortization of compensation relating to grant
of stock options and awards made -- -- -- 43,274 --
Unrealized loss on marketable securities -- -- -- -- --
Cumulative foreign currency translation adjustments -- -- -- -- 7,134
Net loss for period -- -- -- -- --
---------- -------- ------------ --------- --------
Balance, June 30, 1996 18,365,146 $183,651 $147,585,794 $(239,721) $(17,220)
========== ======== ============ ========= ========
<CAPTION>
Unrealized
Gain (Loss)
on Marketable Accumulated
Securities Deficit Total
---------- ------- -----
<S> <C> <C> <C>
Balance, April 1, 1996 $ 502,500 $(101,046,605) $23,512,551
Issuance of common stock 4/96 through 6/96,
net of issuance costs of $65,000 -- -- 23,370,753
Amortization of receivable for warrants -- -- 34,687
Amortization of compensation relating to grant
of stock options and awards made -- -- 43,274
Unrealized loss on marketable securities (206,250) -- (206,250)
Cumulative foreign currency translation adjustments -- -- 7,134
Net loss for period -- (4,943,991) (4,943,991)
--------- ------------- -----------
Balance, June 30, 1996 $ 296,250 $(105,990,596) $41,818,158
========= ============= ===========
</TABLE>
See notes to consolidated financial statements.
(5)
<PAGE> 6
ALKERMES, INC. AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Three Months
Ended Ended
June 30, June 30,
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,943,991) $(2,469,140)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization 570,772 409,945
Amortization of amounts receivable for warrants and compensation
relating to grant of stock options and awards made 77,961 143,579
Adjustments to other investments 13,585 36,894
Changes in assets and liabilities:
Prepaid expenses and other current assets (394,631) (266,448)
Accounts payable and accrued expenses (1,328,656) (276,937)
Deferred revenue from Alkermes Clinical Partners, L.P. -- (1,212,000)
Other long-term liabilities 128,196 15,403
------------ -----------
Net cash used by operating activities (5,876,764) (3,618,704)
------------ -----------
Cash flows from investing activities:
Additions to property, plant and equipment, net (486,563) (761,334)
(Purchases) sales of short-term investments, net (15,940,210) 307,208
(Purchases) sales of investments, net (8,044) 487
Investment in Alkermes Clinical Partners, L.P. -- (113,463)
Other assets -- 30,000
Repayment of loan to Alkermes Clinical Partners, L.P. -- 4,735,000
------------ -----------
Net cash (used by) provided by investing activities (16,434,817) 4,197,898
------------ -----------
Cash flows from financing activities:
Proceeds from issuance of common stock, net 23,370,753 11,397
Payment of long-term obligations (728,337) (673,959)
------------ -----------
Net cash provided by (used by) financing activities 22,642,416 (662,562)
------------ -----------
Effect of exchange rate changes on cash 7,254 (1,285)
------------ -----------
Net increase (decrease) in cash and cash equivalents 338,089 (84,653)
Cash and cash equivalents, beginning of period 445,150 1,086,627
------------ -----------
Cash and cash equivalents, end of period $ 783,239 $ 1,001,974
============ ===========
Supplementary information:
Interest paid $ 234,409 $ 131,627
============ ===========
</TABLE>
See notes to consolidated financial statements.
(6)
<PAGE> 7
ALKERMES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. BASIS OF PRESENTATION
---------------------
The consolidated financial statements for the three month periods ended June 30,
1996 and 1995, are unaudited and include all adjustments which, in the opinion
of management, are necessary to present fairly the results of operations for the
periods then ended. All such adjustments are of a normal recurring nature. These
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended March 31, 1996, which includes
consolidated financial statements and notes thereto for the years ended March
31, 1996, 1995 and 1994. In addition, the financial statements include the
accounts of Alkermes Controlled Therapeutics, Inc., Alkermes Controlled
Therapeutics Inc. II, Alkermes Investments, Inc., Alkermes Europe, Ltd. and
Alkermes Development Corporation II ("ADC II"), wholly owned subsidiaries of the
Company.
The results of the Company's operations for any interim period are not
necessarily indicative of the results of the Company's operations for any other
interim period or for a full fiscal year.
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles necessarily requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
2. NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In March 1995, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of" which requires
the Company to review for impairment of long-lived assets, certain identifiable
intangibles and goodwill related to those assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In certain situations, an impairment loss would be recognized. The
Company adopted SFAS No. 121 in the quarter ended June 30, 1996. The adoption
did not have a material effect on the Company's consolidated financial position,
results of operations or cash flows.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation" which is effective in fiscal 1997 for the Company. The Company
intends to continue to account for its stock-based transactions with employees
in accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and will include the pro forma disclosures required
by SFAS No. 123 at March 31, 1997. Therefore the adoption of SFAS No. 123 did
not have a material impact on the Company's consolidated financial position,
results of operations or cash flows.
(7)
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
Alkermes is developing sophisticated products based on innovative drug delivery
technologies. Since its inception in 1987, the Company has devoted substantially
all of its resources to its research and development programs. Alkermes has not
received any revenue from the sales of products. The Company has been
unprofitable since inception and expects to incur substantial additional
operating losses over the next several years. At June 30, 1996, the Company had
an accumulated deficit of approximately $106 million.
The Company has funded its operations primarily through public offerings and
private placements of equity securities, bank loans and payments under research
and development agreements with collaborators, including Alkermes Clinical
Partners, L.P. ("Clinical Partners"), a research and development limited
partnership whose operations commenced in April 1992. The Company intends to
develop its product candidates in collaboration with others on whom the Company
will rely for funding, development, manufacturing and/or marketing.
FORWARD-LOOKING STATEMENTS
Any statements set forth below or otherwise made in writing or orally by the
Company with regard to its expectations as to financial results and other
aspects of its business may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Although the
Company makes such statements based on assumptions which it believes to be
reasonable, the Company's business is subject to significant risks and there can
be no assurance that actual results will not differ materially from the
Company's expectations. Accordingly, the Company hereby identifies the following
important factors, among others, which could cause its results to differ from
any results which might be projected, forecasted or estimated by the Company in
any such forward-looking statements: (i) the Company and its collaborators could
not be permitted by regulatory authorities to undertake additional clinical
trials for RMP-7[Trademark], ProLease[Registered Trademark] or
Medisorb[Registered Trademark]; (ii) product candidates could be ineffective or
unsafe during clinical trials; (iii) difficulties or set-backs in obtaining the
substantial additional funding required to continue research and development
programs and clinical trials; (iv) even if product candidates appear promising
at an early stage of development, product candidates could fail to receive
necessary regulatory approvals, be difficult to manufacture on a large scale, be
uneconomical, fail to achieve market acceptance or be precluded from
commercialization by proprietary rights of third parties; (v) technological
change in the biotechnology or pharmaceutical industries could render the
Company's product candidates obsolete or noncompetitive; (vi) disputes with
collaborators, termination of collaborations or failure to negotiate acceptable
new collaborative arrangements for ProLease and Medisorb technologies, which are
not independently commercializable; (vii) disputes with Clinical Partners over
rights to the RMP[Trademark] technology and RMP-7, or the Company could fail to
purchase this technology from Clinical Partners, or, if the Company did purchase
RMP technology from Clinical Partners (a) in shares of the Company's common
stock, the Company's shareholders would be substantially diluted or (b) in cash,
the Company's capital resources would be substantially depleted; and (viii)
difficulties or set-backs in obtaining and enforcing Alkermes' patents and with
the patent rights of others.
(8)
<PAGE> 9
RESULTS OF OPERATIONS
The Company's research and development revenue under collaborative arrangement
with related party for the three months ended June 30, 1996 was $1,415,313
compared to $2,613,509 for the corresponding period of the prior year. This
revenue was received from Clinical Partners under a product development
agreement entered into in March 1992. The decrease in such revenue for the three
months ended June 30, 1996 as compared to the corresponding period of the prior
year was a result of the completion of the funding pursuant to the product
development agreement. The Company's research and development revenue under
collaborative arrangements for the three months ended June 30, 1996 was
$2,476,909 compared to $845,617 for the corresponding period of the prior year.
The increase in such revenue for the three months ended June 30, 1996 as
compared to the corresponding periods of the prior year was mainly a result of
the funding received under a new collaborative agreement related to the
Company's Medisorb technology.
Interest income for the three months ended June 30, 1996 was $527,728 compared
to $372,030 for the corresponding period of the prior year. The increase in such
revenue for the three months ended June 30, 1996 as compared to the
corresponding period of the prior year was primarily a result of the investment
of the net proceeds of approximately $22.9 million received upon the
consummation of the public offering of the Company's common stock in May 1996.
The Company's total operating expenses were $9,363,941 for the three months
ended June 30, 1996 as compared to $6,300,296 for the three months ended June
30, 1995. Research and development expenses for the three months ended June 30,
1996 were $6,613,399 compared to $5,002,143 for the corresponding period of the
prior year. The increase in research and development expenses for the three
months ended June 30, 1996 as compared to the three months ended June 30, 1995
was mainly the result of salary and related benefits and other operating costs
associated with the acquisition of the Medisorb technology and certain related
assets in March 1996. During such period, there was also an increase in
purchases of lab supplies and clinical expenses related primarily to the
Company's RMP-7, ProLease and Medisorb programs, partially offset by a reduction
in the preclinical costs of the Company's RMP-7 program which were completed
during the prior year.
General and administrative expenses for the three months ended June 30, 1996
were $2,443,131 compared to $1,092,582 for the corresponding period of the prior
year. The increase in the three months ended June 30, 1996 as compared to the
three months ended June 30, 1995 was mainly the result of non-cash charges
related to the write-down of the Company's investment in Clinical Partners and
an increase in patent legal costs. In addition, there were salary and related
benefits and other operating costs associated with the acquisition of the
Medisorb technology and certain related assets in March 1996.
The Company does not believe that inflation and changing prices have had a
material impact on its results of operations.
(9)
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had current assets totaling $51,004,031, primarily
consisting of $783,239 in cash and cash equivalents and $47,869,424 in
Government obligations having a maturity of less than one year; and current
liabilities of $5,116,337. The Company's short-term investment objectives are,
first, to assure conservation of principal, and second, to obtain investment
income. As a result, the Company invests primarily in high grade government or
government-backed securities.
In May 1996, the Company completed a public offering of 2,300,000 shares of its
common stock at $10 per share. Net proceeds to the Company were approximately
$22.9 million.
The Company's research and development costs to date have been financed
primarily by sales of equity securities and research and development
collaborative arrangements. The Company expects to incur significant research
and development and other costs, including costs related to preclinical studies,
clinical trials and facilities expansion. The research and development revenue
from Clinical Partners ended during the quarter ended June 30, 1996. Such
funding was not sufficient to complete clinical trials and seek regulatory
approval of RMP-7. As a result, Alkermes intends to use its own resources to
develop RMP-7, but may be forced to seek alternative sources of funding,
including additional collaborators. Therefore, the Company expects that such
research and development and other costs will exceed revenues significantly for
the next several years, which will result in continuing losses from operations.
The Company's capital expenditures for equipment, facilities and building
improvements have been financed to date primarily with proceeds from bank loans
and the sales of equity securities. The Company will continue to pursue
opportunities to obtain additional financing in the future. Such financing may
be sought through various sources, including equity offerings, bank borrowings,
lease arrangements relating to fixed assets or other financing methods. The
source, timing and availability of any financings will depend on market
conditions, interest rates and other factors.
The Company's future capital requirements will depend on many factors, including
continued scientific progress in its research and development programs, the
magnitude of these programs, progress with preclinical testing and clinical
trials, the time and costs involved in obtaining regulatory approvals, the costs
involved in filing, prosecuting and enforcing patent claims, competing
technological and market developments, the establishment of additional
collaborative arrangements, the cost of manufacturing facilities and of
commercialization activities and arrangements and the cost of product
in-licensing and any possible acquisitions.
The Company will need to raise substantial additional funds for longer-term
product development, regulatory approvals and manufacturing or marketing
activities that it might undertake in the future. There can be no assurance that
additional funds will be available on favorable terms, if at all. If adequate
funds are not available, the Company may be required to curtail significantly
one or more of its research and development programs and/or obtain funds through
arrangements with collaborative partners or others that may require the Company
to relinquish rights to certain of its technologies, product candidates or
future products.
(10)
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the Registrant held on July 25, 1996
the holders of Common Stock approved the adoption of the Stock Option Plan for
Non-Employee Directors. There were 14,761,743 votes for, and 548,787 votes
against, the adoption, no broker non-votes and 19,298 abstentions.
<TABLE>
Also at the Annual Meeting of Shareholders, the holders of Common Stock elected
the following uncontested nominees for the office of director for a term of one
year expiring on the date of the 1997 annual meeting or until their respective
successors are duly elected and shall qualify:
<CAPTION>
Votes Authority
Nominee For Withheld
- ------- --- --------
<S> <C> <C>
Floyd E. Bloom 15,311,304 18,524
---------- ------
Robert A. Breyer 15,310,027 19,801
---------- ------
John K. Clarke 15,311,340 18,488
---------- ------
Robert S. Langer 15,311,445 18,383
---------- ------
Richard F. Pops 15,310,445 19,383
---------- ------
Alexander Rich 15,310,868 18,960
---------- ------
Paul Schimmel 15,311,445 18,383
---------- ------
Michael A. Wall 15,310,868 18,960
---------- ------
</TABLE>
There were no abstentions or broker non-votes in the election of directors.
(11)
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Number Exhibit
------ -------
3.1(a) Second Amended and Restated Articles of
Incorporation, as filed with the
Pennsylvania Secretary of State on July
23, 1991 (Incorporated by reference to
Exhibit 4.1(a) to the Company's Report on
Form 10-Q for the quarter ended June 30,
1991).
3.1(b) Statement of Change of Registered Office,
as filed with the Pennsylvania Secretary
of State on July 23, 1991 (Incorporated by
reference to Exhibit 4.1(b) to the
Company's Report on Form 10-Q for the
quarter ended June 30, 1991).
3.1(c) Amendment to the Second Amended and
Restated Articles of Incorporation, as
filed with the Pennsylvania Secretary of
State on November 1, 1991. (Incorporated
by reference to Exhibit 4.1(c) to the
Company's Report on Form 10-Q for the
quarter ended September 30, 1991).
3.1(d) Amendment to the Second Amended and
Restated Articles of Incorporation, as
filed with the Pennsylvania Secretary of
State on February 12, 1993. (Incorporated
by reference to Exhibit 4.1(d) to the
Company's Report on Form 10-Q for the
quarter ended December 31, 1992).
3.2 Amended and Restated By-Laws of Alkermes,
Inc., effective as of July 1, 1994.
(Incorporated by reference to Exhibit 4.2
to the Company's Report on Form 10-Q for
the quarter ended June 30, 1994).
4.1 Specimen of Common Stock Certificate of
Alkermes, Inc. (Incorporated by reference
to Exhibit 4 to the Company's Registration
Statement on Form S-1, as amended (File
No. 33-40250)).
4.2 Form of 1992 Warrant to purchase 2,800
shares of the Company's Common Stock.
(Incorporated by reference to Exhibit 4.2
to the Company's Report on Form 10-K for
the fiscal year ended March 31, 1992).
4.3 Form of 1995 Warrant to purchase 300
shares of the Company's Common Stock.
(Incorporated by reference to Exhibit 4.3
to the Company's Report on Form 10-K for
the fiscal year ended March 31, 1992).
4.4 Form of Global Warrant Certificate for
1994 Class A Warrants. (Incorporated by
reference to Exhibit 4.6 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
(12)
<PAGE> 13
Number Exhibit
------ -------
4.5 Form of Global Warrant Certificate for
1994 Class B Warrants. (Incorporated by
reference to Exhibit 4.7 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.6 Form of Global Warrant Certificate for
1994 Affiliate Warrants. (Incorporated by
reference to Exhibit 4.8 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.7 Form of Global Warrant Certificate for
1994 Incentive Warrants. (Incorporated by
reference to Exhibit 4.9 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.8 Warrant Agreement, dated as of November
18, 1994, by and between the Company and
The First National Bank of Boston.
(Incorporated by reference to Exhibit 4.10
to the Company's Report on Form 10-Q for
the quarter ended December 31, 1994).
11 Statement regarding computation of per
share loss.
27 Financial Data Schedule.
(b) The Registrant has filed no Reports on Form 8-K during the quarter ended
June 30, 1996.
(13)
<PAGE> 14
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.
ALKERMES, INC.
(Registrant)
Date: August 13, 1996 By: /s/ Richard F. Pops
----------------------
Richard F. Pops
Chief Executive Officer and
Director
(Principal Executive
Officer)
Date: August 13, 1996 By: /s/ Michael J. Landine
-------------------------
Michael J. Landine
Senior Vice President, Chief
Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
(14)
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1(a) Second Amended and Restated Articles of
Incorporation, as filed with the
Pennsylvania Secretary of State on July
23, 1991 (Incorporated by reference to
Exhibit 4.1(a) to the Company's Report on
Form 10-Q for the quarter ended June 30,
1991).
3.1(b) Statement of Change of Registered Office,
as filed with the Pennsylvania Secretary
of State on July 23, 1991 (Incorporated by
reference to Exhibit 4.1(b) to the
Company's Report on Form 10-Q for the
quarter ended June 30, 1991).
3.1(c) Amendment to the Second Amended and
Restated Articles of Incorporation, as
filed with the Pennsylvania Secretary of
State on November 1, 1991. (Incorporated
by reference to Exhibit 4.1(c) to the
Company's Report on Form 10-Q for the
quarter ended September 30, 1991).
3.1(d) Amendment to the Second Amended and
Restated Articles of Incorporation, as
filed with the Pennsylvania Secretary of
State on February 12, 1993. (Incorporated
by reference to Exhibit 4.1(d) to the
Company's Report on Form 10-Q for the
quarter ended December 31, 1992).
3.2 Amended and Restated By-Laws of Alkermes,
Inc., effective as of July 1, 1994.
(Incorporated by reference to Exhibit 4.2
to the Company's Report on Form 10-Q for
the quarter ended June 30, 1994).
4.1 Specimen of Common Stock Certificate of
Alkermes, Inc. (Incorporated by reference
to Exhibit 4 to the Company's Registration
Statement on Form S-1, as amended (File
No. 33-40250)).
4.2 Form of 1992 Warrant to purchase 2,800
shares of the Company's Common Stock.
(Incorporated by reference to Exhibit 4.2
to the Company's Report on Form 10-K for
the fiscal year ended March 31, 1992).
4.3 Form of 1995 Warrant to purchase 300
shares of the Company's Common Stock.
(Incorporated by reference to Exhibit 4.3
to the Company's Report on Form 10-K for
the fiscal year ended March 31, 1992).
(15)
<PAGE> 16
Exhibit
Number Description
------ -----------
4.4 Form of Global Warrant Certificate for
1994 Class A Warrants. (Incorporated by
reference to Exhibit 4.6 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.5 Form of Global Warrant Certificate for
1994 Class B Warrants. (Incorporated by
reference to Exhibit 4.7 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.6 Form of Global Warrant Certificate for
1994 Affiliate Warrants. (Incorporated by
reference to Exhibit 4.8 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.7 Form of Global Warrant Certificate for
1994 Incentive Warrants. (Incorporated by
reference to Exhibit 4.9 to the Company's
Report on Form 10-Q for the quarter ended
December 31, 1994).
4.8 Warrant Agreement, dated as of November
18, 1994, by and between the Company and
The First National Bank of Boston.
(Incorporated by reference to Exhibit 4.10
to the Company's Report on Form 10-Q for
the quarter ended December 31, 1994).
11 Statement regarding computation of per
share loss.
27 Financial Data Schedule.
(16)
<PAGE> 1
EXHIBIT 11
<TABLE>
STATEMENT REGARDING COMPUTATION OF PER SHARE LOSS
<CAPTION>
Three Months Three Months
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Net loss $(4,943,991) $(2,469,140)
=========== ===========
Calculation of shares outstanding:
Weighted average common shares
outstanding used in calculating net
loss per share in accordance with
generally accepted accounting
principles 17,325,561 13,574,168
----------- -----------
Total 17,325,561 13,574,168
=========== ===========
Net loss per share $ (0.29) $ (0.18)
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-Q FOR
THE THREE MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 783
<SECURITIES> 47,869
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,004
<PP&E> 13,999
<DEPRECIATION> (5,624)
<TOTAL-ASSETS> 62,124
<CURRENT-LIABILITIES> 5,116
<BONDS> 9,146
<COMMON> 184
0
0
<OTHER-SE> 41,634
<TOTAL-LIABILITY-AND-EQUITY> 62,124
<SALES> 0
<TOTAL-REVENUES> 4,420
<CGS> 0
<TOTAL-COSTS> 6,613
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 307
<INCOME-PRETAX> (4,944)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,944)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,944)
<EPS-PRIMARY> (0.29)
<EPS-DILUTED> (0.29)
</TABLE>
