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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-27914
RIBOZYME PHARMACEUTICALS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
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Delaware 34-1697351
(State of incorporation) (I.R.S. Employer Identification No.)
2950 Wilderness Place
Boulder, Colorado 80301
(Address of principal executive offices)
Registrant's telephone number: (303) 449-6500
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Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
The number of shares of the registrant's common stock, par value $0.01 per
share, outstanding as of November 6, 1997 was 8,620,622.
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RIBOZYME PHARMACEUTICALS, INC.
INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1. Financial Statements (unaudited)
Condensed Balance Sheet - September 30, 1997 ........................ 3
Condensed Statements of Operations - Three and Nine Months Ended
September 30, 1997 and 1996 ......................................... 4
Condensed Statements of Cash Flows - Three and Nine Months Ended
September 30, 1997 and 1996 ......................................... 5
Notes to Condensed Financial Statements ............................. 6
Item 2. Management's Discussion and Analysis or Plan of Operation ........... 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .................................... 10
SIGNATURES ................................................................... 11
Exhibit Index ................................................................ 12
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
RIBOZYME PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30,
ASSETS 1997
------------
<S> <C>
Current assets
Cash and cash equivalents $ 10,124,700
Securities available-for-sale 797,778
Restricted cash 75,241
Accounts Receivable 2,000
Notes receivable-related parties 128,091
Prepaid expenses and other 224,521
------------
Total current assets 11,352,331
Equipment and leasehold improvements at cost, net of accumulated
depreciation and amortization 4,586,462
Notes receivable-related parties 231,932
Deferred patents, net 2,438,182
Other assets, net 686,566
------------
Total assets $ 19,295,473
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, trade $ 1,017,962
Accrued liabilities 160,645
Current portion of long-term debt and capital lease obligations 1,190,066
------------
Total current liabilities 2,368,673
Long-term debt and capital lease obligations 3,922,749
Deferred gain 1,057
Stockholders' equity
Common stock 72,035
Additional paid-in capital 70,550,731
Deferred compensation and other (193,376)
Accumulated deficit (57,426,396)
------------
Total stockholders' equity 13,002,994
------------
Total liabilities and stockholders' equity $ 19,295,473
============
</TABLE>
See notes to condensed financial statements
3
<PAGE> 4
RIBOZYME PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- --------------------------------
1997 1996 1997 1996
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Collaborative agreements $ 550,000 $ -- $ 1,444,000 $ 759,122
Grant and other income 1,485 7,222 4,456 10,602
Interest income 163,155 303,575 544,775 651,647
----------- ----------- ------------ ------------
Total revenues 714,640 310,797 1,993,231 1,421,371
----------- ----------- ------------ ------------
Expenses:
Research and development 4,021,620 2,842,143 10,176,074 10,508,141
General and administrative 421,178 312,024 1,243,287 1,463,501
Interest expense 180,735 203,497 617,439 652,693
----------- ----------- ------------ ------------
Total expenses 4,623,533 3,357,664 12,036,800 12,624,335
----------- ----------- ------------ ------------
Net loss $(3,908,893) $(3,046,867) $(10,043,569) $(11,202,964)
=========== =========== ============ ============
Net loss per share $ (0.54) $ (0.44) $ (1.42) $ (2.06)
=========== =========== ============ ============
Shares used in computing
net loss per share 7,200,704 6,867,078 7,092,915 5,434,711
=========== =========== ============ ============
</TABLE>
See notes to condensed financial statements.
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RIBOZYME PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(10,043,569) $(11,202,964)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,254,083 1,285,032
Compensation for forgiveness of notes
receivable-related parties 92,466 92,466
Compensation related to sales of stock 63,118 188,100
Loss on sale of securities -- 13,140
Changes in assets and liabilities:
Accounts receivable 72,022 15,558
Prepaid expenses and other (10,803) (60,486)
Other assets (277,893) (32,686)
Accounts payable 465,055 22,608
Accrued liabilities (55,972) 862,798
Deferred gain (4,456) (23,751)
------------ ------------
Net cash used in operating activities (8,445,949) (8,840,185)
INVESTING ACTIVITIES
Additions to property, plant and equipment (1,394,646) (1,263,689)
Additions to deferred patent costs (458,212) (416,433)
Net sales (purchases) of securities available-for-sale 3,750,430 (1,060,345)
Transfer of restricted cash 220,161 837,826
Loan repayments-related parties 2,250 --
Loan advances-related parties (175,000) (154,875)
------------ ------------
Net cash provided by (used in) investing 1,944,983 (2,057,516)
FINANCING ACTIVITIES
Net proceeds from sale of preferred and common stock 2,616,885 26,158,361
Payments under loan facilities and capital lease obligations (1,296,357) (1,580,505)
Borrowings under loan facilities 2,254,460 859,160
------------ ------------
Net cash provided by financing activities 3,574,988 25,437,016
Net increase (decrease) in cash and cash equivalents (2,925,978) 14,539,315
Cash and cash equivalents at beginning of period 13,050,678 2,913,008
------------ ------------
Cash and cash equivalents at end of period $ 10,124,700 $ 17,452,323
============ ============
</TABLE>
See notes to condensed financial statements.
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RIBOZYME PHARMACEUTICALS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine-month periods ending
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1996.
Note 2: Net loss per share
Beginning January 1, 1996, net loss per share is computed using the
weighted average number of shares of common stock outstanding. Common equivalent
shares from stock options and warrants are excluded from the computation as
their effect is antidilutive. Prior to April 11, 1996, pursuant to Securities
and Exchange Commission Staff Accounting Bulletins and Staff Policy, common and
common equivalent shares issued during the 12-month period prior to the proposed
initial public offering at prices below the public offering price are presumed
to have been issued in contemplation of the public offering, even if
antidilutive, and have been included in the calculation as if they were
outstanding (using the treasury stock method and the initial public offering
price for common stock, stock options and warrants and the as converted method
for convertible preferred stock).
Had net loss per share been presented on the historical basis, average
shares outstanding would have equaled 4,559,914 for the nine months ended
September 30, 1996 and net loss would have been $2.46 per share.
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method currently
used to compute earnings per share and to restate all prior periods. Under the
new requirements for calculating primary earnings per share, the dilutive effect
of stock options will be excluded. The impact of Statement No. 128 on these
quarters is not expected to be material.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
Ribozyme Pharmaceuticals, Inc. ("RPI" or the "Company") was founded to
capitalize on the broad potential of ribozymes for use in the development of
human therapeutics and therapeutic target validation services. The Company's
technology is based on Professor Thomas R. Cech's discovery of "ribozymes," for
which he shared a Nobel Prize in 1989. Ribozymes are a form of ribonucleic acid
("RNA") that have the ability to selectively inhibit protein production. Because
many disease states are the result of abnormal protein production, ribozymes are
potentially applicable to a wide range of human diseases. RPI believes that its
ribozyme technology may provide a new paradigm for drug design and disease
treatment and may be a significant tool for the identification of gene function
and target validation. The Company has entered into a collaboration with Chiron
Corporation ("Chiron") to develop ribozyme products for specific therapeutic
targets in human health, a second collaboration with Chiron in the target
validation area, and a collaboration with Schering AG, Germany ("Schering") to
validate new therapeutic targets from gene sequence data using the Company's
functional genomics technology. The Company has also licensed its technology to
DowElanco for certain agricultural applications and IntelliGene, Ltd.
("IntelliGene") for certain diagnostic applications.
The Company currently has no sources of revenue from any of its drug
candidates, has incurred losses since inception and, as of September 30, 1997,
has accumulated a deficit of $57.4 million. The Company anticipates incurring
additional losses over at least the next several years as it expands its
research and development programs, including pre-clinical studies and clinical
trials. Such expansion will result in increases in research and development, and
general and administrative expenses. The Company's results of operations may
vary significantly from period to period depending on several factors, such as
timing of certain expenses, the progress of the Company's research and
development efforts and fluctuations in collaborative payments.
RESULTS OF OPERATIONS
Three and Nine Months Ended September 30, 1997 and 1996
Collaborative revenues increased to $550,000 and $1.4 million for the three
and nine months ended September 30, 1997, from zero and $759,000 for the
corresponding periods in 1996. The increase is primarily due to $500,000
quarterly research payments made by Schering in April and September 1997.
Generally, collaborative agreement and contract revenue fluctuations are the
result of changes in the number of funded research projects as well as the
timing and completion of contract milestones.
Interest income decreased to $163,000 and $545,000 for the three and nine
months ended September 30, 1997, compared to $304,000 and $652,000 for the
corresponding periods in 1996. The decrease is due to lower average balances in
the Company's cash and cash equivalents and securities available-for-sale as the
Company uses cash to support research and operations. Interest income generally
fluctuates as a result of the average amount of cash available for investment
and prevailing interest rates.
Research and development expenses increased 41% to $4.0 million for the
three months ended September 30, 1997, compared to $2.8 million in the
corresponding period in 1996. The increase is due to increased staffing and raw
material purchases in order to scale-up research efforts. Research and
development expenses decreased 3% to $10.2 million for the nine months ended
September 30, 1997, compared to $10.5 million in the corresponding period in
1996. The decrease is due to a one-time $1.8
7
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million research funding expense relating to a collaboration agreement with
Chiron regarding gene function determination, which was expensed in May 1996.
The Company expects research and development expenses to increase as it expands
its research and development programs, including preclinical studies and
clinical trials.
General and administrative expenses increased 35% to $421,000 for the three
months ended September 30, 1997, compared to $312,000 for the corresponding
period in 1996. The increase is primarily the result of increased staffing and
associated expenses necessary to manage and support the Company's expanding
operations and business development efforts. General and administration expenses
decreased 15% to $1.2 million for the nine months ended September 30, 1997,
compared to $1.5 million for the corresponding period in 1996. The decrease in
general and administrative expenses is primarily due to one-time cash and stock
bonus payments made to the Company's executive management in connection with the
initial public offering in April 1996. The Company expects general and
administrative expenses to continue to increase as a result of hiring additional
management and administrative personnel and the incurring of legal and other
professional fees in connection with the overall scale-up of the Company's
operations and business development efforts.
Interest expense decreased 11% and 6% to $181,000 and $617,000 for the
three and nine months ended September 30, 1997, respectively, compared to
$203,000 and $653,000 for the corresponding periods in 1996. The decrease is
attributable to the buy out of capital leases that terminated in the last half
of 1996 and during the first six months of 1997. Interest expense is expected to
increase as the Company arranges for additional financing for future operation
of its business.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations since inception through public
offerings in April 1996 and October 1997, private placements of preferred stock,
and funds received under the Company's collaborative agreements with Schering,
Chiron, the Parke-Davis Division of Warner-Lambert Company ("Parke-Davis") and
DowElanco. As of June 30, 1997 the collaborations with Parke-Davis and DowElanco
have been completed. From inception through September 30, 1997, the Company has
received approximately $29.0 million in net proceeds from private placements,
$20.6 million in net proceeds from the initial public offering and $24.8 million
from its collaborations. In addition, the Company received approximately $10.5
million in net proceeds from its public offering completed in October 1997.
The Company's cash, cash equivalents and securities available-for-sale were
$10.9 million at September 30, 1997, compared to $17.6 million on December 31,
1996. The $6.7 million decrease in cash, cash equivalents and securities
available-for-sale is primarily the result of $10.4 million used for operations
(excluding collaborative funding and interest income), $1.9 million for
investments in equipment and patents, $1.3 million in payments under loan
facilities, offset by collaborative funding and interest income of $2.0 million,
loans of $2.3 million and net proceeds of $2.6 million from the sale of common
stock.
The Company invests its cash, cash equivalents and securities
available-for-sale in interest-bearing investment grade securities.
As of September 30, 1997, up to $2.0 million in loans are available to the
Company in each calendar year through the year 2001, from Schering. In September
1997, the Company received the first loan of $2.0 million. The loans are related
to the Schering research collaboration entered into in April 1997. Amounts not
used in any calendar year may be carried forward to future years. According to
the terms of the Company's agreement with Schering, 50% of any borrowings on the
line of credit must be collateralized by equipment purchases. In addition to the
line of credit, Schering has agreed to provide
8
<PAGE> 9
$2.0 million in annual research funding for each year through April 2001 and
will make an additional equity investment of $2.5 million in May 1998. All such
payments are subject to certain restrictions, including receipt of certain third
party consents, and are subject to the termination of the research collaboration
at Schering's option at any time after April 9, 1998.
The Company estimates that its existing capital resources, together with
facility and equipment financing and expected revenues from its collaborative
agreements, will be sufficient to fund its current and planned operations at
least until late 1998. There can be no assurance, however, that changes in the
Company's research and development plans, funding of technology development, or
other changes affecting the Company's operating expenses will not result in the
expenditure of such resources before such time and, in any event, the Company
will need to raise substantial additional capital to fund its operations in
future periods. Such additional capital may be raised through public or private
financing, as well as collaborative relationships, borrowing and other available
sources.
This Form 10-QSB contains forward-looking statements that involve risks and
uncertainties, and actual events or results may differ materially. These risk
factors include actions by the U.S. Food and Drug Administration, technological
advances by the Company and its competitors, ability to obtain rights to
technology, ability to obtain and enforce patents, ability to commercialize and
manufacture products and general economic conditions. These and additional risk
factors are identified in our annual report to the Securities and Exchange
Commission filed on forms 10-KSB and in other SEC filings.
9
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(i) Amended and Restated Certificate of Incorporation(*)
3(ii) Restated Bylaws(*)
11 Statement re: computation of net loss per share.
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed an amended report on Form 8-K/A, dated
September 18, 1997, which reported a collaboration between Schering AG, Germany
and the Company.
- ----------
(*) Incorporated by reference from the Company's Registration Statement on Form
SB-2, file no. 333-1908-D.
10
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RIBOZYME PHARMACEUTICALS, INC.
Dated: November 13, 1997 By: /s/ RALPH E. CHRISTOFFERSEN
----------------- --------------------------------
Ralph E. Christoffersen
President and Chief
Executive Officer
Dated: November 13, 1997 By: /s/ LAWRENCE E. BULLOCK
----------------- --------------------------------
Lawrence E. Bullock
Vice President and Chief Financial
Officer (Principal Financial Officer
and Principal Accounting Officer)
11
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Exhibit Index
Exhibit Exhibit
No. Description
------- ------------
3(i) Amended and Restated Certificate of Incorporation(*)
3(ii) Restated Bylaws(*)
11 Statement re: computation of net loss per share.
27 Financial Data Schedule
- --------
(*) Incorporated by reference from the Company's Registration Statement on Form
SB-2, file no. 333-1908-D.
12
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EXHIBIT 11.0
Ribozyme Pharmaceuticals, Inc.
Computation of Net Loss Per Share
<TABLE>
<CAPTION>
Quarter Quarter Nine Months Nine Months
ending ending ending ending
09/30/97 09/30/96 09/30/97 09/30/96
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding . . . . . . . . . . . 7,200,704 6,867,078 7,092,915 4,559,914
Assumed conversion of preferred stock
from original date of issuance,
pursuant to staff policy. . . . . -- -- -- 874,798
----------- ----------- ------------ ------------
Total . . . . . . . . . . . . . . 7,200,704 6,867,078 7,092,915 5,434,711
Net loss. . . . . . . . . . . . . $(3,908,893) $(3,046,867) $(10,043,569) $(11,202,964)
=========== =========== ============ ============
Net loss per share. . . . . . . . $ (0.54) $ (0.44) $ (1.42) $ (2.06)
=========== =========== ============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RIBOZYME PHARMACEUTICALS, INC., FOR THE THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 10,124,700
<SECURITIES> 797,778
<RECEIVABLES> 2,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,352,331
<PP&E> 9,444,797
<DEPRECIATION> 4,858,335
<TOTAL-ASSETS> 19,295,473
<CURRENT-LIABILITIES> 2,368,673
<BONDS> 0
0
0
<COMMON> 72,035
<OTHER-SE> 12,930,959
<TOTAL-LIABILITY-AND-EQUITY> 19,295,473
<SALES> 0
<TOTAL-REVENUES> 1,993,231
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,176,074
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 617,439
<INCOME-PRETAX> (10,043,569)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,043,569)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,043,569)
<EPS-PRIMARY> (1.42)
<EPS-DILUTED> 0
</TABLE>
