-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MIMTsmX5C0QFCA6G9x4cQ+v0FNrStsCi3KGRsOoVhi+QvaN34joH81Pm02x3m5n2 iMoNH4+f8OElcvffBALz/A== 0000950123-99-009346.txt : 19991018 0000950123-99-009346.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950123-99-009346 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-15190 FILM NUMBER: 99729593 BUSINESS ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162220023 MAIL ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553-3649 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 OSI PHARMACEUTICALS 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 _____________ 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 0-15190 ______________________________________________________ OSI Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 13-3159796 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 106 Charles Lindbergh Boulevard, Uniondale, New York 11553 (Address of principal executive offices) (Zip Code) 516-222-0023 (Registrant's telephone number, including area code) (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 ___ ___ APPLICABLE ONLY TO CORPORATE ISSUERS: At July 31, 1999 the registrant had outstanding 21,503,007 shares of common stock, $.01 par value. This Form 10-Q/A is being filed to amend Items 5 and 6 of the Form 10-Q of the registrant for the quarter ended June 30, 1999, which was filed with the Securities and Exchange Commission on August 16, 1999 (the "Form 10-Q"). Item 5 is hereby amended to include additional information about the registrant's acquisition of certain assets from Cadus Pharmaceutical Corporation as described in the Form 10-Q and to provide reference to the financial statements and pro forma financial information related thereto. Item 6 is hereby amended to include Exhibit 23, the independent auditor's consent, Exhibit 99.1, financial statements of Cadus Pharmaceutical Corporation, and Exhibit 99.2, pro forma financial information related to the acquisition. 2 PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION Amendments to the Agreements Related to Anaderm Research Corp. In 1996, the Company entered into a joint venture with Pfizer Inc. ("Pfizer") and New York University ("NYU") to form Anaderm Research Corp. ("Anaderm"), a company dedicated to the discovery and development of safe, effective, pharmacologically active agents for certain cosmetic and quality-of-life indications, such as skin pigmentation, hair loss and wrinkling. On April 23, 1996, in connection with the formation of Anaderm, the Company, Pfizer, and Anaderm, entered into a Collaborative Research Agreement (the "1996 Research Agreement") for the discovery and development of novel compounds to treat the conditions to which Anaderm was dedicated. The Company also entered into a Stockholders' Agreement (the "1996 Stockholders' Agreement") with Pfizer, Anaderm, NYU and certain NYU faculty members (the "Faculty Members"). Under the 1996 Stockholders' Agreement, Anaderm issued common stock to Pfizer and the Company and options to purchase common stock to NYU and the Faculty Members (who have exercised their options fully). Pfizer holds 82%, the Company holds 14% and NYU and the Faculty Members collectively hold 4% of Anaderm's common stock. In exchange for its 14% of Anaderm's common stock, the Company provided formatting for high throughput screens and conducted compound screening at its own expense under the 1996 Research Agreement. On April 23, 1999, the Company entered into an Amended and Restated Collaborative Research Agreement (the "1999 Research Agreement") with Pfizer and Anaderm to expand the collaborative program begun by the 1996 Research Agreement and an Amended and Restated Stockholders' Agreement (the "1999 Stockholders' Agreement") with Pfizer, Anaderm, NYU and the Faculty Members. The 1999 Research Agreement is for a term of three years. Pfizer may terminate the 1999 Research Agreement, however, after the first or second year of the term in its sole discretion after consultation with Anaderm and the Company to determine whether satisfactory progress has been made in the research program during the previous year. The 1999 Research Agreement provides for funding by Pfizer of up to $35 million in total payments to Anaderm to fund the Company's research and development activities during the three-year term and up to $15 million in phase-down funding following expiration of the three-year term or earlier termination by Pfizer. In the expanded program, the Company will continue to provide a full range of capabilities including assay biology, high throughput screening, compound libraries, combinatorial, medicinal, and natural product chemistry, as well as pharmaceutics, pharmacokinetics and molecular biology. The Company anticipates a significant increase in its staffing of the program to conduct its drug discovery efforts during the term of the 1999 Research Agreement. Anaderm or Pfizer will pay royalties to the Company on the sales of products resulting from the collaboration. A significant change to the 1996 Stockholders' Agreement by the 1999 Stockholders' Agreement is the addition of a right on the part of each of the Company, NYU 2 3 and each of the Faculty Members, exercisable at any time prior to December 31, 1999, to require Anaderm or Pfizer to purchase all, but not less than all, of the shares of common stock of Anaderm held by each such stockholder for a fixed price based upon a formula as set forth in the 1999 Stockholders' Agreement. The stockholders, including the Company, also continue to have the right, exercisable at any time subsequent to April 23, 2000, to require Anaderm or Pfizer to purchase all, but not less than all, of the shares of common stock of Anaderm held by each such stockholder at the "Fair Value" (as such term is defined in the 1999 Stockholders' Agreement) of such shares. In addition, Anaderm or Pfizer has the right, exercisable at any time subsequent to April 23, 2002, to require the Company, NYU or any Faculty Member to sell to Anaderm all, but not less than all, of the shares of common stock of Anaderm held by such stockholder at the Fair Value of such shares. In the 1996 Stockholders' Agreement, this call right was exercisable by Anaderm only with respect to the shares owned by NYU and the Faculty Members. Copies of the 1999 Research Agreement and 1999 Stockholders' Agreement are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. Development Agreement with Pfizer Inc. Effective as of April 1, 1999, the Company entered into a Development Agreement (the "Agreement") with Pfizer for the development of certain compounds derived from the Collaborative Research Agreement, dated as of April 1, 1996, between Pfizer and the Company. Under the Agreement, the Company will conduct a development program formulated by the Company and Pfizer which includes pre-clinical and clinical research through and including Phase II clinical trials for compounds to assess their safety and efficacy to be developed as therapeutic agents for the treatment of psoriasis and other related dermal pathologies. Pursuant to the terms of the Agreement, Pfizer has granted to the Company an exclusive, with the exception of Pfizer, license to make and use the compounds for all research purposes in the development program other than the sale or manufacture for sale of products or processes. At the end of the development program, Pfizer must notify the Company of its intention to continue development and commercialization of a compound within three (3) months following receipt of the data package from the clinical studies. If Pfizer does so notify the Company of such intention, it will have an exclusive, world-wide license, with the right to grant sublicenses, to make, use, sell, offer for sale and import products developed in the course of the development program. If Pfizer fails to notify the Company of such intention, the Company will receive an exclusive, world-wide, royalty-bearing license, including the right to grant sublicenses, to manufacture, use, sell, offer for sale and import products developed in the course of the development program. The Company, however, has the right to refuse to accept this license. The party receiving the license must pay milestone and royalty payments as consideration therefor. The duration of the licenses is coextensive with the lives of patents related to the licensed compounds. Each of the parties has rights and obligations to prosecute and maintain patent rights related to specified areas of the research under the Agreement. The Agreement is subject to early termination in the event of certain defaults by the parties. A copy of the Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference. 3 4 Amendment to the Collaborative Agreement with Novartis Pharma AG During the quarter ended June 30, 1999, the Company entered into Amendment Nos. 1 and 2, dated April 13, 1999 and May 31, 1999, respectively, to its Collaborative Agreement, dated April 19, 1995 (the "1995 Agreement") with Novartis Pharma AG ("Novartis"). Pursuant to the 1995 Agreement, the Company granted to Novartis an exclusive license with the right to grant sublicenses to manufacture, have manufactured, use and sell products containing TGF-Beta 3 for certain indications, referred to as Licensed Indications. The Company also granted to Novartis an option (originally to expire in April 1999) to acquire from the Company a license to manufacture, use and sell products containing TGF-Beta 3 and other TGF-Betas for all other indications not included in the Licensed Indications. The four year time limit to exercise the option was extended until May 31, 1999 by Amendment No. 1 to the 1995 Agreement. Amendment No. 2 changed certain terms of the 1995 Agreement including the definition of Licensed Indications, the supply of TGF-Betas, the amount of royalty payments, and the schedules of the Company's patents and applications and Novartis' patents. Specifically, oral mucositis and the healing of soft wound tissue were removed from the Licensed Indications. Novartis acknowledged in Amendment No. 2 that it has discontinued development of products for the indications of oral mucositis and healing of soft wound tissue. The parties agreed that all licenses theretofore granted to Novartis with respect to such discontinued indications are terminated and that the Company is free to continue development work and to grant licenses to third parties with respect to such discontinued indications. The Company is also free to use the results of any development work with respect to the discontinued indications carried out by Novartis prior to the date of Amendment No. 2 provided that the Company pays to Novartis royalties and/or certain other agreed-upon amounts with respect to sales of products resulting from any such continued development work by the Company or a licensee thereof. Under Amendment No. 2, the new Licensed Indications are bone, cartilage and tendon repair. Novartis' option was changed in Amendment No. 2 from an option to include in the definition of Licensed Indications all indications not already included to (a) an exclusive option to include in Licensed Indications the treatment of transplant patients (e.g., graft protection), the treatment of ischemia (e.g., angina pectoris and peripheral vascular disease), the treatment of stroke patients, and the treatment of inflammatory bowel disease, and (b) a non-exclusive option to include any other additional indications relating to TGF-Betas (other than the discontinued indications). The payment terms for the option were also amended and the time period to exercise the option was extended until May 31, 2003. Copies of Amendment Nos. 1 and 2 are attached hereto as Exhibits 10.4 and 10.5 and are incorporated herein by reference. Asset Purchase Agreement with Cadus Pharmaceutical Corporation (a) Description of the Acquisition On July 30, 1999, the Company acquired certain assets from Cadus Pharmaceutical Corporation, a Delaware corporation ("Cadus"), pursuant to the terms of an 4 5 Asset Purchase Agreement (the "Asset Purchase Agreement") dated the same date. The assets purchased (the "Assets") include (a) certain assets associated with certain of Cadus' research programs (including the GPCR Directed Chemistry Program and a collaboration with Solvay Pharmaceuticals B.V.), (b) Cadus' compound library, (c) the purchase or license of certain intellectual property rights, and (d) certain furniture, equipment, inventory, and supplies. Several assets were retained by Cadus, including (a) monies in escrow in connection with the judgment of SIBIA Neurosciences, Inc. against Cadus, (b) cash and accounts receivable, (c) Cadus' Living Chip Technology, (d) Cadus' Functional Genomics Program, and (e) Cadus' Research Collaboration and License Agreement with SmithKline Beecham Corporation (the "SmithKline Research Agreement"). Forty-seven Cadus employees, consisting of thirty-six employed in science and eleven employed in administration and support, were hired by the Company. The Company intends to continue to utilize some of the Assets in the GPCR Directed Chemistry Program and the collaboration with Solvay Pharmaceuticals B.V., but expects to deploy the balance of the Assets in other research areas. The purchase price for the Assets was $1.5 million in cash plus an additional $74,096 in cash for certain prepaid expenses plus the assumption of certain liabilities, including liabilities under Cadus' facility lease (the "Facility Lease") in Tarrytown, New York (approximately 45,569 square feet) as of July 1, 1999 (approximately $898,249 in rental payments per annum through December 31, 2002) and an equipment lease with GECC Capital Corporation ("GECC"). On August 23, 1999, OSI elected to payoff the GECC lease in exchange for a payment of $2.8 million and obtained ownership of the fixed assets covered by the lease agreement. On September 21, 1999, Cadus reimbursed the Company $308,000 in exchange for those fixed assets that have been retained by Cadus for its own use. The source of the cash portion of the purchase price and the subsequent decision to payoff the lease agreement with GECC was the Company's existing cash resources. Liabilities assumed will be paid from such cash resources and working capital. In connection with the acquisition, the Company entered into the following additional agreements with Cadus: (a) a Patent License Agreement, (b) a Technology License Agreement, and (c) a Software License Agreement, pursuant to which the Company obtained non-exclusive licenses for the use and practice of certain of Cadus' patents, Cadus' technology and Cadus' software programs, respectively. The Company and Cadus also entered into another Patent License Agreement under which the Company will license back to Cadus on a non-exclusive basis certain of the patents which were assigned to the Company as part of the acquisition. In connection with the acquisition, the Company adopted a Non-Qualified Stock Option Plan for Former Employees of Cadus (the "Cadus Stock Plan") to induce certain former employees of Cadus to accept employment with the Company. The Company granted options to purchase an aggregate of 415,000 shares of common stock of the Company at a purchase price of $5.00 per share. These options become exercisable on July 30, 2000. The Asset Purchase Agreement and the Cadus Stock Plan are attached hereto as Exhibits 2.1 and 2.2, and are incorporated herein by reference. 5 6 (b) Financial Statements of Business Acquired The audited financial statements of Cadus as of December 31, 1998 and 1997 for each of the years in the three-year period ended December 31, 1998 are filed herewith as Exhibit 99.1. (c) Pro Forma Financial Information The unaudited pro forma condensed combined financial information related to the Cadus acquisition is filed herewith as Exhibit 99.2. The unaudited pro forma condensed combined financial statements combine the historical balance sheets and statements of operations of the Company and Cadus giving effect to the asset acquisition using the purchase method of accounting for a business combination. Cadus' year-end is December 31. The unaudited pro forma condensed combined statement of operations for the year ended September 30, 1998 includes the audited consolidated statement of operations of the Company for the year ended September 30, 1998 and the audited statement of operations of Cadus for the year ended December 31, 1998. The unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 1999 includes the Company's unaudited consolidated statement of operations for the nine months ended June 30, 1999 and the combination of the unaudited statements of operations of Cadus for the three months ended December 31, 1998 and the six months ended June 30, 1999. The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on June 30, 1999. The unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 1998 and the nine months ended June 30, 1999 assume the asset acquisition was effected on October 1, 1997. The unaudited pro forma condensed combined financial statements were prepared by utilizing the accounting principles of the respective entities as outlined in each entity's historical financial statements. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only. The Company and the acquired research operations of Cadus may have performed differently had they always been combined. The unaudited pro forma condensed combined financial information may not be indicative of the historical results that would have been achieved had the Company and the acquired research operations always been combined nor the future results that the Company will experience after the acquisition. The information is only a summary and should be read in conjunction with the Company's historical consolidated financial statements and related notes contained in the annual reports and other information that was previously filed with the Securities and Exchange Commission. 6 7 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 2.1+* Asset Purchase Agreement, dated July 30, 1999, by and between Cadus Pharmaceutical Corporation and the Company. 2.2 OSI Pharmaceuticals, Inc. Non-Qualified Stock Option Plan for Former Employees of Cadus Pharmaceutical Corporation. 3.1 Certificate of Incorporation, as amended.(1) 3.2 Amended and Restated By-Laws.(2) 10.1* Collaborative Research Agreement, dated as of April 23, 1999, by and among Pfizer Inc., the Company and Anaderm Research Corp. 10.2* Anaderm Research Corp. Amended and Restated Stockholders' Agreement, dated April 23, 1999. 10.3* Development Agreement, dated as of April 1, 1999, by and between Pfizer Inc. and the Company. 10.4 Amendment No. 1, dated as of May 31, 1999, by and between Novartis Pharma AG and the Company. 10.5* Amendment No. 2, dated as of April 13, 1999, by and between Novartis Pharma AG and the Company. 23 Independent Auditors' Consent of KPMG LLP. 27 Financial Data Schedule. 99.1 The audited financial statements of Cadus Pharmaceutical Corporation as of December 31, 1998 and 1997 for each of the years in the three-year period ended December 31, 1998. 99.2 Unaudited Pro Forma Condensed Combined Balance Sheet and Statements of Operations of the Company.
___________________ + The Schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The omitted schedules from this filing will be provided upon request. 7 8 * Portions of this exhibit have been redacted and are the subject of a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (1) Included as an exhibit to the Company's quarterly report on Form 10-Q, filed on May 14, 1999, and incorporated herein by reference. (2) Included as an exhibit to the Company's current report on Form 8-K, filed on January 8, 1999, and incorporated herein by reference. (b) REPORTS ON FORM 8-K The Company filed a current report on Form 8-K on June 28, 1999 with the Securities and Exchange Commission via EDGAR, pertaining to the adoption of a new Shareholders Rights Plan, redemption of rights under the Company's old Shareholders Rights Plan and termination of the Company's old Shareholders Rights Plan by the Board of Directors. The earliest event covered by the report occurred on June 23, 1999. 8 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OSI PHARMACEUTICALS, INC. ---------------------------------------------- (Registrant) Date: October 15, 1999 By: /s/ Robert L. Van Nostrand ------------------------------------------ Robert L. Van Nostrand Vice President and Chief Financial Officer (Principal Financial Officer) 9 10 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 2.1+* Asset Purchase Agreement, dated July 30, 1999, by and between Cadus Pharmaceutical Corporation and the Company. 2.2 OSI Pharmaceuticals, Inc. Non-Qualified Stock Option Plan for Former Employees of Cadus Pharmaceutical Corporation. 3.1 Certificate of Incorporation, as amended.(1) 3.2 Amended and Restated By-Laws.(2) 10.1* Collaborative Research Agreement, dated as of April 23, 1999, by and among Pfizer Inc., the Company and Anaderm Research Corp. 10.2* Anaderm Research Corp. Amended and Restated Stockholders' Agreement, dated April 23, 1999. 10.3* Development Agreement, dated as of April 1, 1999, by and between Pfizer Inc. and the Company. 10.4 Amendment No. 1, dated as of May 31, 1999, by and between Novartis Pharma AG and the Company. 10.5* Amendment No. 2, dated as of April 13, 1999, by and between Novartis Pharma AG and the Company. 23 Independent Auditors' Consent of KPMG LLP. 27 Financial Data Schedule. 99.1 The audited financial statements of Cadus Pharmaceutical Corporation as of December 31, 1998 and 1997 for each of the years in the three-year period ended December 31, 1998. 99.2 Unaudited Pro Forma Condensed Combined Balance Sheet and Statements of Income of the Company.
_________________ + The Schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The omitted schedules from this filing will be provided upon request. 10 11 * Portions of this exhibit have been redacted and are the subject of a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (1) Included as an exhibit to the Company's quarterly report on Form 10-Q, filed on May 14, 1999, and incorporated herein by reference. (2) Included as an exhibit to the Company's current report on Form 8-K, filed on January 8, 1999, and incorporated herein by reference. 11 EX-23 2 CONSENT OF KPMG LLP 1 INDEPENDENT AUDITORS' CONSENT We consent to incorporation by reference in the registration statements on Forms S-3 (No. 333-12593 and No. 333-2451) and on Forms S-8 (No. 333-06861, No. 33-64713, No. 33-60182, No. 33-38443, No. 33-8980 an No.333-39509) of OSI Pharmaceuticals, Inc. of our report dated March 29, 1999 except as to Note 16(b) which is as of July 30, 1999, relating to the balance sheets of Cadus Pharmaceutical Corporation as of December 31, 1998 and 1997, and the related statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1998, which report appears in the Form 10-Q/A of OSI Pharmaceuticals, Inc. dated October 15, 1999. /s/ KPMG LLP Melville, New York October 15, 1999 EX-99.1 3 AUDITED FINANCIAL STATEMENTS OF CADUS 1 Exhibit 99.1 CADUS PHARMACEUTICAL CORPORATION Index Independent Auditors' Report F-2 Financial Statements: Balance Sheets - December 31, 1998 and 1997 F-3 Statements of Operations - For the years ended December 31, 1998, 1997 and 1996. F-4 Statement of Stockholders' Equity - For the years ended December 31, 1998, 1997 and 1996 F-5 Statements of Cash Flows - For the years ended December 31, 1998, 1997 and 1996. F-6 Notes to Financial Statements F-7
F-1 2 Independent Auditors' Report The Board of Directors and Stockholders Cadus Pharmaceutical Corporation: We have audited the accompanying balance sheets of Cadus Pharmaceutical Corporation (the Company) as of December 31, 1998 and 1997, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cadus Pharmaceutical Corporation as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ KPMG LLP March 29, 1999, except as to note 16(b) which is as of July 30, 1999 F-2 3 Cadus Pharmaceutical Corporation Balance Sheets
December 31, December 31, 1998 1997 ------------ ------------ Assets Current assets: Cash and cash equivalents $ 10,975,528 $ 36,761,516 Restricted cash (note 5) 286,000 - Prepaid and other current assets 298,319 405,597 ------------ ------------ Total current assets 11,559,847 37,167,113 Restricted cash noncurrent (note 3) 18,500,000 - Fixed assets, net of accumulated depreciation and amortization of $2,254,840 at December 31, 1998, $2,582,661 at December 31, 1997 (note 4) 2,792,268 2,646,936 Deferred tax asset, less valuation allowance of $19,582,000 at December 31, 1998 and $7,204,000 at December 31, 1997 (note 7) - - Investments in other ventures (note 6) 2,334,081 1,478,229 Other assets, net (note 2) 1,400,870 948,912 ------------ ------------ Total assets $ 36,587,066 $ 42,241,190 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 217,414 $ 892,636 Accrued expenses and other current liabilities (note 12) 1,730,021 604,146 Deferred revenue (notes 8 and 13) 150,584 94,190 Note payable to partnership-current portion - 150,000 ------------ ------------ Total current liabilities 2,098,019 1,740,972 Reserve for litigation damages (note 3) 18,500,000 - ------------ ------------ Total liabilities 20,598,019 1,740,972 Commitments and contingencies (notes 1, 3 and 13) Stockholders' equity (notes 8, 10 and 11): Common stock, $.01 par value. Authorized 35,000,000 shares at December 31, 1998 and 1997; issued 13,210,607 shares at December 31, 1998 and 12,500,156 shares at December 31, 1997; outstanding 13,068,940 shares at December 31, 1998 and 12,358,489 shares at December 31, 1997 132,106 125,001 Additional paid-in capital 59,689,446 54,517,519 Accumulated deficit (note 1) (43,532,430) (13,842,227) Treasury stock, 141,667 shares of common stock at December 31, 1998 and 1997 (300,075) (300,075) ------------ ------------ Total stockholders' equity 15,989,047 40,500,218 ------------ ------------ Total liabilities and stockholders' equity $ 36,587,066 $ 42,241,190 ============ ============
See accompanying notes to financial statements F-3 4 Cadus Pharmaceutical Corporation Statements of Operations
For the Years Ended December 31, 1998 1997 1996 ------------ ------------ ------------ Revenues, principally from related parties (note 8) $ 12,576,469 $ 9,013,113 $ 6,500,000 ------------ ------------ ------------ Costs and expenses: Research and development costs 15,388,991 11,561,213 8,282,507 General and administrative expenses 8,977,408 4,091,866 2,315,042 ------------ ------------ ------------ Total costs and expenses 24,366,399 15,653,079 10,597,549 ------------ ------------ ------------ Operating loss (11,789,930) (6,639,966) (4,097,549) ------------ ------------ ------------ Other income and (expenses): Interest income 1,844,177 2,079,058 1,829,820 Interest expense (10,500) (17,865) (110,416) Loss of equity in other ventures, net (note 6) (1,144,148) (832,431) - Reserve for litigation damages (note 3) (18,500,000) - - Gain on sale of equipment 16,368 3,281 - ------------ ------------ ------------ Total other income and (expenses) (17,794,103) 1,232,043 1,719,404 Loss before income taxes (29,584,033) (5,407,923) (2,378,145) State and local taxes (note 7) 106,170 2,975 62,580 ------------ ------------ ------------ Net loss $(29,690,203) $ (5,410,898) $ (2,440,725) ------------ ------------ ------------ Basic and diluted net loss per share (note 2) $ (2.32) $ (0.44) $ (0.39) ============ ============ ============ Shares used in calculation of basic and diluted net loss per share (note 2) 12,811,525 12,225,463 6,280,917 ============ ============ ============
See accompanying notes to financial statements F-4 5 Cadus Pharmaceutical Corporation Statement of Stockholders' Equity
Convertible Convertible Preferred Stock, Series A Preferred Stock, Series B -------------------------- -------------------------- Shares Amount Shares Amount ----------- ----------- ----------- ----------- Balance at January 1, 1996 14,879,651 $ 14,880 7,321,429 $ 7,321 Issuance of common stock for cash in connection with exercise of options Issuance of common stock for cash at $7.00 per share, net of issuance costs of $2,073,376, in connection with the initial public offering in July 1996 Conversion of preferred stock into common stock in connection with the initial public offering in July 1996 (14,879,651) (14,880) (7,321,429) (7,321) Issuance of common stock for cash at $7.00 per share, net of commissions of $202,125, in connection with the exercise of the underwriters' over-allotment in August 1996 Net loss for year ended December 31, 1996 ----------- ----------- ----------- ----------- Balance at December 31, 1996 - - - - Issuance of common stock for cash in connection with exercise of options Net loss for year ended December 31, 1997 ----------- ----------- ----------- ----------- Balance at December 31, 1997 - - - - Issuance of common stock for cash in connection with exercise of options Issuance of restricted common stock in connection with Stock Purchase Agreement with SmithKline Beecham Net loss for year ended December 31, 1998 ----------- ----------- ----------- ----------- Balance at December 31, 1998 - $ 0 - $ 0 =========== =========== =========== ===========
Common Stock Additional --------------------------- paid-in Shares Amount capital ------------ ------------ ------------ Balance at January 1, 1996 1,323,342 $ 14,650 $ 33,976,940 Issuance of common stock for cash in connection with exercise of options 23,877 239 36,704 Issuance of common stock for cash at $7.00 per share, net of issuance costs of $2,073,376, in connection with the initial public offering in July 1996 2,750,000 27,500 17,149,124 Conversion of preferred stock into common stock in connection with the initial public offering in July 1996 7,551,514 75,515 (53,314) Issuance of common stock for cash at $7.00 per share, net of 412,500 4,125 2,681,250 commissions of $202,125, in connection with the exercise of the underwriters' over-allotment in August 1996 Net loss for year ended December 31, 1996 ------------ ------------ ------------ Balance at December 31, 1996 12,061,233 122,029 53,790,704 Issuance of common stock for cash in connection with exercise of options 297,256 2,972 726,815 Net loss for year ended December 31, 1997 ------------ ------------ ------------ Balance at December 31, 1997 12,358,489 125,001 54,517,519 Issuance of common stock for cash in connection with exercise of options 49,489 495 178,537 Issuance of restricted common stock in connection with Stock Purchase Agreement with SmithKline Beecham 660,962 6,610 4,993,390 ------------ ------------ ------------ Net loss for year ended December 31, 1998 Balance at December 31, 1998 13,068,940 $ 132,106 $ 59,689,446 ============ ============ ============
Accumulated Treasury Stock Deficit Shares Amount Total ------------ ------------ ------------ ------------ Balance at January 1, 1996 $ (5,990,604) (141,667) $ (300,075) $ 27,723,112 Issuance of common stock for cash in connection with exercise of options 36,943 Issuance of common stock for cash at $7.00 per share, net of issuance costs of $2,073,376, in connection with the initial public offering in July 1996 17,176,624 Conversion of preferred stock into common stock in connection with the initial public offering in July 1996 - Issuance of common stock for cash at $7.00 per share, net of 2,685,375 commissions of $202,125, in connection with the exercise of the underwriters' over-allotment in August 1996 Net loss for year ended December 31, 1996 (2,440,725) (2,440,725) ------------ ------------ ------------ ------------ Balance at December 31, 1996 (8,431,329) (141,667) (300,075) 45,181,329 Issuance of common stock for cash in connection with exercise of options 729,787 Net loss for year ended December 31, 1997 (5,410,898) (5,410,898) ------------ ------------ ------------ ------------ Balance at December 31, 1997 (13,842,227) (141,667) (300,075) 40,500,218 Issuance of common stock for cash in connection with exercise of options 179,032 Issuance of restricted common stock in connection with Stock Purchase Agreement with SmithKline Beecham 5,000,000 Net loss for year ended December 31, 1998 (29,690,203) (29,690,203) ------------ ------------ ------------ ------------ Balance at December 31, 1998 $(43,532,430) (141,667) $ (300,075) $ 15,989,047 ============ ============ ============ ============
See accompanying notes to financial statements F-5 6 Cadus Pharmaceutical Corporation Statements of Cash Flow
For the Years Ended December 31, 1998 1997 1996 ------------ ------------ ------------ Cash flows from operating activities: Net loss $(29,690,203) $ (5,410,898) $ (2,440,725) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 992,224 1,328,532 837,984 Loss of equity in other ventures 1,144,148 832,431 - Other non-cash gain (16,368) (94,190) - Changes in assets and liabilities: Decrease (increase) in prepaid and other current assets 107,278 (142,545) (186,242) Increase in other assets (53,171) (16,645) (64,701) (Decrease) increase in deferred revenue - (909,091) 1,000,000 (Decrease) increase in accounts payable (675,222) 436,842 301,331 Increase in accrued expenses and other current liabilities 1,125,875 133,486 49,505 Increase in reserve for litigation damages 18,500,000 - - ------------ ------------ ------------ Net cash used in operating activities (8,565,439) (3,842,078) (502,848) ------------ ------------ ------------ Cash flows from investing activities: Acquisition of fixed assets (3,450,130) (1,696,861) (1,574,678) Sale and leaseback of fixed assets 2,463,888 820,384 - (Increase) decrease in restricted cash (18,786,000) 118,000 2,380,000 Repayment of stockholder's loan - 5,974 7,762 Investments in other ventures (2,150,000) (2,000,000) (160,660) Capitalized patent costs (477,339) (497,292) (181,375) ------------ ------------ ------------ Net cash (used in) provided by investing activities (22,399,581) (3,249,795) 471,049 ------------ ------------ ------------ Cash flows from financing activities: Repayments of bank line of credit - - (2,380,000) Payments on bank loans - (29,075) (17,386) Net proceeds from issuance of common stock in public offering - - 19,861,999 Proceeds from issuance of common stock upon exercise of stock options 179,032 729,787 36,943 Proceeds from issuance of restricted common stock 5,000,000 - - ------------ ------------ ------------ Net cash provided by financing activities 5,179,032 700,712 17,501,556 ------------ ------------ ------------ Net (decrease) increase in cash and cash equivalents (25,785,988) (6,391,161) 17,469,757 Cash and cash equivalents at beginning of period 36,761,516 43,152,677 25,682,920 ------------ ------------ ------------ Cash and cash equivalents at end of period $ 10,975,528 $ 36,761,516 $ 43,152,677 ============ ============ ============
See accompanying notes to financial statements F-6 7 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 (1) Organization and Basis of Preparation Cadus Pharmaceutical Corporation (the "Company") was incorporated on January 23, 1992, under the laws of the State of Delaware. The Company is a biotechnology Company engaged in genomics research and the discovery of novel small molecule therapeutics. The Company has accumulated a loss of $43.5 million from January 23, 1992, (date of inception) to December 31, 1998. Management intends to continue research toward the development of commercial products in order to generate future revenues from license fees, royalties, direct sales and performance of contract research. The Company has financed its operations through the sale of common stock in the public market, the sale of convertible preferred stock and through revenues resulting from research funding provided by its collaborative partners (note 8). The Company is at an early stage of development and therefore faces certain risks and uncertainties which are present in an emerging biotechnology company. The Company's yeast-based and signal transduction technologies are novel as drug discovery methods and have not yet been shown to be successful in the development of any commercialized drug. The Company has not completed development of any drugs and does not expect that any drugs resulting from its and its collaborative partners' research and development efforts will be commercially available for a significant number of years, if at all. The Company is relying on its collaborative partners to fund a substantial portion of its research operations over the next several years. Through December 31, 1998, the Company had entered into three collaborative arrangements, however there can be no assurance that the Company will be able to establish additional collaborative arrangements, or that these contracts will continue to be renewed, or that any renewal will be made on terms favorable to the Company. SmithKline Beecham and Solvay Pharmaceuticals may terminate their respective collaboration agreements for nonperformance by the Company under certain circumstances, which termination would result in the Company losing its research funding from each of them. The collaboration arrangement with Bristol-Myers Squibb will expire in July 1999. The loss of research funding from SmithKline Beecham or Solvay Pharmaceuticals, or failure by Solvay Pharmaceuticals or SmithKline Beecham to provide research funding to the Company, could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, the Company faces risks and uncertainties regarding the future profitability of the Company, ability to obtain additional funding, protection of patents and property rights, uncertainties regarding the Company's technologies including risks and uncertainties relating to the Company's development and commercial testing of alternative readout methodologies to replace that found to infringe a patent of SIBIA Neurosciences, Inc. ("SIBIA") (see note 3), risks and uncertainties relating to the Company's ongoing litigation with SIBIA including uncertainties relating to the outcome of appeals and the re-examination of SIBIA's patent at issue in the litigation, competition and technological change, government regulations including the need for product approvals and the changing health care marketplace, and attracting and retaining key officers, employees and consultants. F-7 8 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 (2) Significant Accounting Policies (a) Development Stage Enterprise Through December 31, 1996, the Company reported as a development stage enterprise in accordance with the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises". Management believes it has established major scientific and research collaborations and that these collaborations have generated significant revenues. Therefore, beginning with the year ended December 31, 1997, the Company no longer reports as a development stage enterprise. (b) Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Included in restricted and unrestricted cash, at December 31, 1998 and 1997, there was cash equivalents of $13,937,939 and $36,571,433, respectively. (c) Fixed Assets Fixed assets are stated at cost. Depreciation of equipment and furniture and fixtures is calculated using the straight-line method over estimated useful lives of five to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful lives of the improvements or the remaining term of the lease. (d) Other Assets, Net Other assets include capitalized patent costs that are amortized on a straight-line basis over fifteen years. At December 31, 1998 and 1997, accumulated amortization is $156,958 and $78,406, respectively. (e) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. F-8 9 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 (f) Research and Development Research and development costs are expensed as incurred and include direct costs of research scientists and supplies and an allocation of shared facilities, services and overhead. (g) Revenue Recognition The Company has entered into research agreements that provide for the payment of nonrefundable fees during the term of the research programs. In addition, the agreements provide for payment of fees when certain milestone events have occurred. These fees are reflected as revenue when earned, as related costs are incurred or when milestone events have occurred. Revenue recognized in the accompanying statements of operations is not subject to repayment. Revenue received that is related to future performance under such contracts is deferred and recognized as revenue when earned. (h) Net Loss Per Share All common share data has been restated to give effect to a one-for-three reverse stock split effected on July 18, 1996 (see note 10). At December 31, 1997, the Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings Per Share. Basic net loss per share as of December 31, 1998 and 1997 is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share is the same as basic net loss per share since the inclusion of potential common stock equivalents (stock options and warrants) in the computation would be anti-dilutive. (i) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. (j) Fair Value of Financial Instruments For cash and accounts payable, the carrying amount approximates the fair value because of the short maturities of those instruments. F-9 10 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 (k) Stock-Based Compensation SFAS No. 123 "Accounting for Stock-Based Compensation" establishes a fair value based method for accounting for stock-based compensation plans and for the measurement basis of transactions in which an entity acquires goods or services from non-employees in exchange for equity instruments. SFAS No. 123 requires that reporting entities either elect expense recognition or its disclosure-only alternative for stock-based employee compensation. During 1996, the Company adopted SFAS No. 123 and has elected to continue measuring stock-based employee compensation cost in accordance with the intrinsic value based method of Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Employees". Therefore, the Company has included in the notes to the financial statements pro forma net income and pro forma earnings per share using the fair value based method for the year ended December 31, 1998 with comparable disclosures for the years ended December 31, 1997 and 1996. (3) Patent Litigation In July 1996, SIBIA Neurosciences, Inc. ("SIBIA") commenced a patent infringement action against the Company alleging infringement by the Company of a patent concerning the use of cells, engineered to express any type of cell surface receptor and a reporter gene, used to report results in the screening of compounds against target assays and seeking injunctive relief and monetary damages. After trial, on December 18, 1998, the jury issued a verdict in favor of SIBIA and awarded SIBIA $18.0 million in damages. On January 29, 1999, the United States District Court granted SIBIA's request for injunctive relief that precludes the Company from using the method claimed in SIBIA's patent. On February 26, 1999, the United States District Court denied the Company's motions to set aside the jury verdict to grant a new trial and to reduce or set aside the $18.0 million damages award by the jury. The Company has appealed the judgement. The appeal will be heard by the Court of Appeals for the Federal Circuit in Washington, D.C. In order to stay execution pending appeal of the $18.0 million judgement obtained by SIBIA, in March 1999, the Company deposited $18.5 million in escrow to secure payment of the judgement in the event the Company were to lose the appeal. Such $18.5 million was classified, as of December 31, 1998, as "restricted cash noncurrent" and the Company's "cash and cash equivalents" was reduced by $18.5 million. The Company recorded a reserve for litigation damages of $18.5 million in the accompanying statement of operations for the year ended December 31, 1998. In January 1999, the U.S. Patent and Trademark Office granted the Company's request to re-examine the patent issued to SIBIA that was the subject of the litigation. The re-examination by the Patent Office is independent of the litigation and a final decision by the Patent Office that SIBIA's patent is invalid would take precedence over the jury verdict. There is no evidence that the patent office will find SIBIA's patent to be invalid. F-10 11 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 (4) Fixed Assets Fixed assets, at cost, are summarized as follows:
December 31, ----------------------- 1998 1997 ---------- ---------- Equipment $3,873,323 $4,196,654 Furniture and fixtures 294,150 253,008 Leasehold improvements 879,635 779,935 ---------- ---------- 5,047,108 5,229,597 Less accumulated depreciation And amortization 2,254,840 2,582,661 ---------- ---------- $2,792,268 $2,646,936 ========== ==========
Depreciation and amortization expense for the years ended December 31, 1998, 1997 and 1996 was approximately $914,000, $1,283,000 and $839,000, respectively. (5) Related Party Transactions During 1998, the Company loaned $15,000 to Dr. Charles Woler, the Chief Executive Officer of the Company. The loan bears interest at 5.5% per annum. Principal and interest are repayable in monthly installments of $453 over three years. At December 31, 1998, the outstanding balance of the loan was $13,452. In September 1998, Dr. James Broach, a director of the Company, entered into a five month employment arrangement with the Company pursuant to which he worked full time at the Company and was compensated at the rate of $20,000 per month. The Company also granted Dr. Broach an option to purchase 50,000 shares of common stock at an exercise price of $2.75 per share. The option vests in increments of 10,000 or 20,000 shares upon the achievement of specific milestones. In connection with the employment arrangement, the Company guaranteed the payment of a $286,000 loan made to Dr. Broach by a third-party and secured its guarantee obligation with cash collateral of $286,000 which is included in restricted cash on the balance sheet. Dr. Broach indemnified the Company from any liabilities arising from its guarantee and pledged securities owned by him to secure his indemnification obligation. See note 6 for further discussion of transactions with related parties. (6) Investments in Other Ventures In December 1996, the Company issued a $150,000 promissory note bearing interest at 7% per annum in exchange for a 42% limited partnership interest in Laurel Partners Limited Partnership ("Laurel"), a limited partnership of which a shareholder of the Company is the general partner. An interest payment of $10,500 was accrued at December 31, 1997 and paid in January 1998. The principal amount and interest accrued thereon was paid in F-11 12 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 December 1998. In addition, the Company purchased for $160,660 in cash, a 47% limited partnership interest in Laurel from Tortoise Corporation, a corporation wholly-owned by the shareholder. Laurel's purpose is to invest, directly or indirectly, in securities of biotechnology companies. The Company has the right to require the shareholder to match any future investment made by the Company in Laurel up to an aggregate investment on the part of the shareholder of $5.0 million. This right expires on the earlier of December 31, 1999 or such time that neither the shareholder nor one of his affiliates is the general partner of Laurel. The Company is not required to make any additional investment in Laurel. The investment is accounted for under the equity method with the recognition of losses limited to the Company's capital contributions. For the years ended December 31, 1998 and 1997, the Company recognized gains of $7,968 and losses of $173,964, respectively, related to the investment. The remaining investment in Laurel of $144,664 is included in investments in other ventures on the balance sheet. In May 1997, the Company purchased $2.0 million of convertible preferred stock in Axiom Biotechnologies Inc. ("Axiom"), representing approximately 26% of the outstanding shares of Axiom on an as converted basis. As part of the arrangement, Axiom agreed to deliver and license to the Company its first High Throughput Pharmacology System (HT-PS(TM)). The Company purchased an additional $2.0 million of convertible preferred stock in Axiom on June 5, 1998, after the Company received and accepted Axiom's HT-PS(TM). The Company also made a payment to Axiom for the HT-PS(TM) which is included in fixed assets in the accompanying balance sheet at December 31, 1998. The additional investment increased the Company's equity interest in Axiom to approximately 30% of Axiom's outstanding shares on an as converted basis, after taking into account an investment in Axiom by JAFCO Co., Ltd., ("JAFCO"), an affiliate of the Nomura Group. The Company's investment is accounted for under the equity method with the Company recognizing 100% of Axiom's net losses prior to the JAFCO investment and 50% after such investment. Such percentage represents the extent to which the Company is deemed to be funding Axiom's losses. For the years ended December 31, 1998 and 1997, the Company recognized $1,152,116 and $658,467, respectively, in losses generated by Axiom. The remaining investment in Axiom of $2,189,417 is included in investments in other ventures on the balance sheet. (7) Income Taxes Deferred tax assets of approximately $19,582,000 and $7,204,000 at December 31, 1998 and 1997, respectively, relate principally to tax net operating loss carryforwards of $21,459,000 and $13,933,000 and research credit carryforwards of $2,111,000 and $1,212,000 at December 31, 1998 and 1997, respectively and also to the current litigation reserve pending of $18.5 million. An offsetting valuation allowance has been established for the full amount of the deferred tax assets to reduce such assets to zero, as a result of the significant uncertainty regarding their ultimate realization. The aggregate valuation allowance increased $12,378,000 and $3,417,000 during the periods ended December 31, 1998 and 1997, respectively. The Company's net operating loss carryforwards and research and development tax credit carryforwards noted above expire in various years from 2008 to 2018. The Company's ability to utilize such net operating loss and research and development tax credit F-12 13 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 carryforwards is subject to certain limitations due to ownership changes, as defined by rules enacted with the Tax Reform Act of 1986. The Company is subject to New York State tax on capital. (8) Research Collaboration and License Agreements Since July 1994, the Company has been a party to a Research Collaboration and License Agreement with Bristol-Myers Squibb Company ("BMS") pursuant to which BMS agreed to provide research funding to the Company during the term of the research collaboration. The research collaboration expires in July 1999. In addition, BMS is obligated to make payments to the Company upon the achievement of certain scientific and commercial milestones and to pay royalties on sales of products developed under the agreement. In July 1996, BMS purchased $2.5 million of the Company's common stock in the Company's initial public offering. Since November 1995, the Company has been a party to a Research Collaboration and License Agreement with Physica B.V., a subsidiary of Solvay Pharmaceuticals B.V. ("Solvay") pursuant to which Solvay agreed to provide research funding to the Company during the term of the research collaboration. The research collaboration expires in November 2000 unless extended at the option of Solvay. In addition, Solvay is obligated to make payments to the Company upon the achievement of certain drug development milestones and to pay royalties on sales of products developed under the agreement. The Company has reserved the right to use certain hybrid yeast cells that are part of the research program for its own benefit in the discovery of drugs relating to cancer, autoimmune, allergic and inflammatory diseases, with certain specific exclusions. The Company is required to make payments to Solvay upon the achievement by the Company of certain drug development milestones and to pay Solvay royalties on the sale of such drugs. In July 1996, Solvay purchased $5.0 million of the Company's common stock in the Company's initial public offering. Both BMS and Solvay had purchased convertible preferred stock of the Company. See note 10 for discussion of the conversion of the convertible preferred stock to common stock. In February 1997, the Company entered into a drug discovery collaboration and license agreement with SmithKline Beecham p.l.c. and SmithKline Beecham Corporation ("SmithKline Beecham"). During the term of the research collaboration, which expires in February 2002, the Company will seek to identify ligands and to elucidate the function of orphan G protein-coupled receptors included within the collaboration and create high-throughput screens to discover small molecular agonists and antagonists to these receptors. During the term of the collaboration, SmithKline Beecham is required to provide the Company with research funding and certain other payments. In February 1998, SmithKline Beecham paid the Company a one-time $2.0 million technology development fee. F-13 14 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 SmithKline Beecham is also required to make payments to the Company upon the achievement of certain research milestones and upon the achievement by SmithKline Beecham of certain drug development milestones. In January 1999, the Company achieved its first research milestone in the collaboration, and received a $1.0 million dollar payment therefor (see footnote 16). SmithKline Beecham is also required to pay the Company royalties on the sale of drugs developed through the use of the Company's drug discovery technologies. The Company has co-promotion rights in North America for certain products that may result from the collaboration and rights to certain potential products that SmithKline Beecham may choose not to develop. SmithKline Beecham has the right to extend the term of the collaboration for between two and five years by notice to the Company given prior to February 25, 2001. SmithKline Beecham has the right to terminate the research collaboration (i) after August 25, 1999, if the Company fails to meet certain scientific objectives in connection with the conduct of the research collaboration or (ii) if the Company fails to perform its obligations in the conduct of the research collaboration in any material respect and does not cure such failure within a period of 60 days after receiving notice thereof. In the event of such termination, SmithKline Beecham has no further obligation to provide the Company with funding for the research collaboration. In February 1997, the Company and SmithKline Beecham Corporation entered into a stock purchase agreement pursuant to which the Company has the option to sell to SmithKline Beecham Corporation (i) shares of the Company's common stock having a then fair market value of $5.0 million during a 90-day period commencing on February 25, 1998 and (ii) shares of the Company's common stock having a then fair market value of $5.0 million, during a 90-day period commencing on the date certain scientific objectives are achieved (subject to the Company achieving such objectives prior to the August 25, 1999 and meeting certain financial requirements). In May 1998, the Company exercised its first option and sold 660,962 shares of its common stock to SmithKline Beecham p.l.c. and SmithKline Beecham Corporation for approximately $7.56 per share or an aggregate consideration of $5.0 million. In addition, SmithKline Beecham Corporation has the right, at its option, to purchase up to $5.0 million worth of shares of the Company's common stock at 150% of the then fair market value in lieu of making certain research milestone payments. The Company granted SmithKline Beecham Corporation certain registration rights with respect to shares of the Company's common stock which SmithKline Beecham Corporation may purchase pursuant to the stock purchase agreement. For the year ended December 31, 1998, the Company received and recognized $10.6 million in research revenue and the one-time $2.0 million technology development fee from SmithKline Beecham. For the years ended December 31, 1997 and 1996 the Company recognized $8.8 million and $6.5 million, respectively, in research revenue. (9) Sponsored Research and License Agreements In January 1998 and January 1999, the Company entered into sponsored research agreements with Massachusetts Institute of Technology ("M.I.T.") pursuant to which M.I.T. will use its expertise in micro-robotics to co-develop the LivingChip(TM), a novel drug F-14 15 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 discovery screening tool that would miniaturize and automate the Company's proprietary hybrid yeast cell technology. If developed, the LivingChip(TM) would ultimately accommodate at least 100,000 yeast-based drug discovery assays on a single CD-sized synthetic disc and would permit the testing of thousands of compounds on multiple assays at the individual scientist's lab bench. The Company provided M.I.T. with full research funding for 1998 and partial funding for 1999 and has the option to extend the arrangement through the remainder of 1999. The Company also entered into a license agreement with M.I.T. pursuant to which the Company obtained exclusive worldwide rights, for use in pharmaceutical, animal health and agricultural businesses, to the technology developed under the sponsored research arrangement. In order to maintain its exclusive license, the Company must provide M.I.T. with specified levels of research funding in 1998 and 1999 and make a minimum level of expenditures thereafter to commercialize the technology until the technology is commercialized. The Company is required to pay M.I.T. an annual license fee, royalties on the sale or lease of LivingChip(TM) systems, royalties on the sale of therapeutics and diagnostics developed using the LivingChip(TM), royalties on services rendered based on the LivingChip(TM), and an annual sublicense fee for each sublicense of the LivingChip(TM). The Company has entered into several other license and sponsored research agreements with various third parties. Generally, the agreements provide that the Company will make research payments and will pay license fees and/or maintenance payments, in return for the use of technology and information and the right to manufacture, use and sell future products. These agreements provide for payments based on the completion of milestone events, as well as royalty payments based upon a percentage of product or assay sales. License fees and maintenance payments, including payments made to M.I.T., for the years ended December 31, 1998, 1997 and 1996, amounted to approximately $2.0 million, $590,000 and $355,000, respectively. (10) Equity Transactions In July 1996, the Company effected a one-for-three reverse common stock split and changed the par value of the common stock to $.01 from $.001. All common stock and option data have been restated to give effect to this reverse stock split and change in par value for all periods presented. In July 1996, the Company completed an initial public offering of 2,750,000 shares of common stock at $7.00 per share. The Company received proceeds, net of underwriting discounts, commissions and other initial public offering expenses of $17,176,624. Following the initial public offering, all outstanding shares of the Series A and Series B preferred stock were converted into an aggregate of 7,551,514 shares of common stock. Upon conversion, the entire class of convertible preferred stock of the Company was canceled and withdrawn from the authorized capital stock of the Company. As a result, upon completion of the offering, the Company's authorized capital consisted of 35,000,000 shares of common stock. In August 1996, the Company sold an additional 412,500 shares of common stock at $7.00 per share pursuant to the exercise by the underwriters of an over-allotment option granted F-15 16 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 to them. The Company received proceeds, net of underwriting discounts and commissions, of $2,685,375. In May 1998, the Company sold 660,962 shares of its common stock to SmithKline Beecham p.l.c. and SmithKline Beecham Corporation for approximately $7.56 per share or an aggregate consideration of $5.0 million. (11) Stock Options The 1993 Stock Option Plan ("the 1993 Plan") was adopted in January 1993. The 1993 Plan provides for the grant of options to reward executives, consultants and employees in order to foster in such personnel an increased personal interest in the future growth and prosperity of the Company. The options granted under the 1993 Plan may be either incentive stock options or nonqualified options. An aggregate of 666,667 common shares were reserved for issuance under the 1993 Plan. Options granted under the 1993 Plan expire no later than ten years from the date of grant. The option price is required to be at least 100% and 85% of the fair market value on the date of grant as determined by the Board of Directors for incentive stock options and nonqualified options, respectively. The options generally become exercisable according to a schedule of vesting as determined by the Compensation Committee of the Board of Directors. The schedule prescribes the date or dates on which the options become exercisable, and may provide that the option rights accrue or become exercisable in installments over a period of months or years. Effective May 10, 1996, the 1993 Plan was replaced by the 1996 Incentive Plan ("the 1996 Plan") with respect to all future awards to the Company's employees and consultants. However, awards made under the 1993 Plan will continue to be administered in accordance with the 1993 Plan. F-16 17 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 Activity under the 1993 Plan is as follows:
Options Outstanding Number Weighted of Average Shares Exercise Price -------- -------------- Balance at January 1, 1996 651,693 $1.67 1996 activity: Granted - - Exercised (23,877) 1.55 Canceled (10,091) 2.91 -------- Balance at December 31, 1996 617,725 1.65 1997 activity: Granted - - Exercised (140,796) 1.65 Canceled (2,569) 2.94 -------- Balance at December 31, 1997 474,360 1.65 1998 activity: Granted - - Exercised (18,813) 1.48 Canceled (236) 3.00 -------- Balance at December 31, 1998 455,311 $1.65 ========
At December 31, 1998, the range of exercise prices and weighted-average remaining contractual life of outstanding options was $1.37 to $3.51 and 5 years, respectively. At December 31, 1998 and 1997, the number of options exercisable was 432,383 and 422,553, respectively and the weighted-average exercise price of those options was $1.62 and $1.73, respectively. The Company entered into stock option agreements not pursuant to any plan with certain directors, employees, founders and consultants. These options generally become exercisable according to a schedule of vesting as determined by the Compensation Committee of the Board of Directors. The options become exercisable in installments over a period of months or years. As of December 31, 1998, an aggregate of 597,257 common shares was reserved for issuance pursuant to such stock option agreements. In November 1996, the Compensation Committee granted to certain directors then in office an option to purchase 12,000 shares of common stock at an exercise price of $6.75 per share. Each stock option grant is exercisable in four cumulative annual installments of 3,000 shares commencing in November 1997 and expires in November 2006. F-17 18 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 Activity for all of the above grants not issued pursuant to any plan is as follows:
Options Outstanding Number Weighted of Average Shares Exercise Price -------- -------------- Balance at January 1, 1996 646,301 $ 2.29 1996 activity: Granted 120,000 6.75 Exercised - - Canceled (25,334) 5.09 -------- Balance at December 31, 1996 740,967 2.92 1997 activity: Granted - - Exercised (115,647) 1.96 Canceled (14,520) 6.20 -------- Balance at December 31, 1997 610,800 3.02 1998 activity: Granted - - Exercised - - Canceled (13,543) 2.84 -------- Balance at December 31, 1998 597,257 $ 3.02 ========
At December 31, 1998, the range of exercise prices and weighted-average remaining contractual life of outstanding options was $1.50 to $6.75 and 6.5 years, respectively. At December 31, 1998 and 1997, the number of options exercisable was 427,704 and 295,684, respectively and the weighted-average exercise price of those options was $2.85 and $2.82, respectively. The 1996 Plan was adopted in May 1996. The options granted under the 1996 Plan may be either incentive stock options or nonqualified options. In December 1996, the maximum number of shares of common stock that may be the subject of awards under the 1996 Incentive Plan was increased from 333,334 to 833,334 (plus any shares that are the subject of canceled or forfeited awards) by the Board of Directors and such increase was approved by the stockholders of the Company in June 1997. In December 1997, the maximum number of shares of common stock that may be the subject of awards under the 1996 Incentive Plan was increased to 1,833,334 (plus any shares that are the subject of canceled or forfeited awards) by the Board of Directors and approved by the stockholders of the Company in June 1998. F-18 19 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 Options granted under the 1996 Plan expire no later than ten years from the date of grant. The option price is required to be at least 100% of the fair value on the date of grant as determined by the Board of Directors for incentive stock options. The options generally become exercisable according to a schedule of vesting as determined by the Compensation Committee of the Board of Directors. The schedule prescribes the date or dates on which the options become exercisable, and may provide that the option rights accrue or become exercisable in installments over a period of months or years. Activity under the 1996 Plan is as follows:
Options Outstanding Number Weighted of Average Shares Exercise Price -------- -------------- Balance at January 1, 1996 - $ - 1996 activity: Granted 369,864 6.58 Exercised - - Canceled - - --------- Balance at December 31, 1996 369,864 6.58 1997 activity: Granted 671,250 11.28 Exercised (40,813) 6.62 Canceled (344,895) 14.60 --------- Balance at December 31, 1997 655,406 7.17 1998 activity: Granted 941,145 3.13 Exercised (17,133) 6.57 Canceled (60,178) 6.68 --------- Balance at December 31, 1998 1,519,240 $ 4.70 =========
At December 31, 1998, the range of exercise prices and weighted-average remaining contractual life of outstanding options was $2.69 to $14.00 and 9.3 years, respectively. At December 31, 1998 and 1997, the number of options exercisable was 278,751 and 137,216, respectively, and the weighted average exercise price of those options was $6.40 and $6.72, respectively. The Company applies APB Opinion No. 25 in accounting for its stock option plans and, accordingly, no compensation cost has been recognized for its stock options in the financial F-19 20 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 statements. If the Company had elected to recognize compensation cost based on the fair value of the options granted at the grant date under SFAS No. 123, net loss and loss per share would have been reduced to the pro forma amounts indicated in the table below (in thousands except per share amounts):
1998 1997 1996 -------- -------- -------- Net loss - as reported $(29,690) $ (5,411) $ (2,441) Net loss - pro forma $(31,314) $ (6,546) $ (3,217) Loss per share - as reported $ (2.32) $ (.44) $ (.39) Loss per share - pro forma $ (2.44) $ (.54) $ (.51)
Pro forma net loss reflects only options granted since 1995. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net loss amounts presented above because compensation cost is reflected over the options' vesting period and compensation cost for options granted prior to January 1, 1995 is not considered. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
1998 1997 1996 ---- ---- ---- Expected dividend yield 0% 0% 0% Expected stock price volatility .88 to .99 0.79 to .99 .90 Risk-free interest rate 4.46% to 5.72% 5.65% to 6.36% 6.00% to 6.66% Expected life of options 8 years 6 years 6 years
The weighted average grant date fair value of options granted during the years ended December 31, 1998, 1997 and 1996 was $2.67 per share, $8.00 per share and $5.02 per share, respectively. (12) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following:
December 31, ------------------------------- 1998 1997 ---------- ---------- Accrued legal costs $1,175,000 $ 170,000 Accrued 401(k) matching contributions 90,000 - Accrued compensation 197,056 254,649 Other accrued expenses and liabilities 267,965 179,497 ---------- ---------- Total $1,730,021 $ 604,146 ========== ==========
F-20 21 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 (13) Commitments and Contingencies Lease Commitments In October 1994, the Company entered into a sublease agreement with Union Carbide Corporation to sublease laboratory and office space in Tarrytown, New York. The term of this agreement is for a period of approximately three years commencing on May 15, 1995 and expiring on December 30, 1997. Pursuant to this agreement, the Company received the first four months rent free, which was amortized through December 30, 1997 so as to produce a level amount of rent expense over the life of the lease. The unamortized portion was included in accrued expenses and other current liabilities in the accompanying balance sheet. During 1997, the Company exercised its option to lease these facilities directly from the landlord for a five-year period commencing January 1, 1998. Upon the signing of the lease, the landlord paid the Company $140,000 which is included in accrued expenses and is being amortized over the life of the lease. From October 1, 1997 through December 31, 1998, the Company temporarily leased approximately 7,000 square feet from the landlord. The Company leased an additional 18,528 square feet of contiguous space during 1998 under the same terms as the original lease with the landlord. The Company also has an option to renew such lease for a five-year period commencing on January 1, 2003. In November 1994, the Company entered into an agreement to sublease laboratory and office space, in Lakewood, Colorado, from Colorado Bio/Medical Venture Center ("CBVC") for a period of 21 months ending on July 9, 1996. In March 1996, the Company extended the sublease agreement for eight additional months, therefore extending the lease expiration date to March 9, 1997 at which time the Company became a month-to-month tenant. The Company relocated its Lakewood, Colorado operations to New York and terminated its lease with CBVC on December 31, 1997. The approximate cost of the relocation was $349,000. Future minimum lease payments for each of the five years subsequent to December 31, 1998 and thereafter are $898,249 per year from 1999 through the year ended December 31, 2002. Rent expense, excluding utility and operating costs, for the years ended December 31, 1998, 1997 and 1996 amounted to approximately $728,407, $759,800 and $620,600, respectively. Equipment Lease Line of Credit In November 1997, the Company signed a $3.5 million Master Lease Agreement ("Master Lease") with General Electric Capital Corporation ("GECC"). Under the agreement, the Company purchases equipment and then enters into a sale-leaseback arrangement with GECC whereby the Company sells the equipment to GECC and then leases back the equipment for a period of 37 months. The lease arrangements are considered operating leases for financial reporting purposes. Any gains recognized on the difference between F-21 22 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 the equipment's book value and sale price are booked to deferred revenue and recognized over the life of the lease. Pursuant to its Master Lease with GECC, the Company must maintain unrestricted cash, cash equivalents and investment grade securities (the "Cash Equivalents") of at least $10,000,000. In March 1999, the Company ceased to maintain Cash Equivalents of at least $10,000,000. Under the Master Lease, by April 15, 1999, the Company must notify GECC of the amount of Cash Equivalents of the Company and that the Company is not in compliance with the Master Lease. GECC may then require the Company to deliver to GECC within fifteen (15) days an irrevocable standby letter of credit (the "Letter of Credit") in the amount of the "stipulated loss value" of the equipment covered by the Master Lease (the "Equipment"), which amount is currently $3.1 million to secure the Company's obligations under the Master Lease. In order to obtain the Letter of Credit, the Company would most likely have to provide to the issuer thereof cash collateral in the amount of the Letter of Credit. If the Letter of Credit is not delivered, the Company will be in default under the Master Lease. If the Company does not cure such default with in thirty (30) days after written notice thereof from GECC, GECC may require the Company at its own cost and expense, to return the Equipment and to pay to GECC the stipulated loss value of the Equipment as liquidated damages and any rentals or other sums then due. GECC is not required to mitigate damages. The Company has made the following drawdowns against the Master Lease:
Monthly Lease Gain Date Amount Payment Deferred ---- ---------- ---------- ---------- Round #1 November 1997 $ 600,871 $ 13,650 $ 80,936 Round #2 December 1997 219,158 4,926 16,535 Round #3 March 1998 704,478 15,890 37,974 Round #4 July 1998 611,431 13,766 21,864 Round #5 October 1998 748,434 15,985 34,519 Round #6 December 1998 379,364 8,080 8,002 ---------- ---------- ---------- Totals $3,263,736 $ 72,297 $ 199,830 ========== ========== ==========
The gains totaling $199,830 relating to the sale of the equipment to GE Capital were credited to deferred revenue on the balance sheet and are being amortized over the life of the individual leases. At December 31, 1998 and 1997, $45,965 and $3,281, respectively, of the deferred gain was recognized as gain on sale of equipment in the accompanying statement of operations. Future minimum lease payments for each of the three years subsequent to December 31, 1998 are $867,569, $861,730 and $439,850, respectively. F-22 23 CADUS PHARMACEUTICAL CORPORATION Notes to Financial Statements December 31, 1998, 1997 and 1996 Consulting Agreements The Company has entered into various consulting agreements. These agreements generally require the Company to pay consulting fees on a quarterly or per diem basis. These agreements are generally terminable at the Company's or the consultant's option. (14) Supplemental Cash Flow Information
1998 1997 1996 -------- -------- -------- Cash payment for: Interest $ 21,000 $ 7,365 $110,416 Income taxes $ 89,170 $ 28,541 $ 45,475
(15) Employee Benefits The Company has a 401(k) savings plan in which all of its permanent employees are eligible to participate. Annually, the Company's Compensation Committee determines the amount the Company will match of the participants' contributions. In 1998, the Compensation Committee elected to match 25% of the participant's contribution up to a maximum of $2,500. In 1997, the Compensation Committee elected to match 25% of the participant's contribution up to a maximum of $3,500. In 1996, the Compensation Committee elected to match 50%, of the participant's contribution up to a maximum of 6% of the participant's salary. The total Company contribution for the years ended December 31, 1998, 1997 and 1996 were $89,976, $74,646 and $37,856, respectively. No matching contributions were made by the Company prior to December 31, 1996. (16) Subsequent Events (a) SmithKline Beecham Milestone In January 1999, the Company achieved a research milestone in its collaboration with SmithKline Beecham Corporation. The milestone involved the identification, during 1998, of ligands for orphan G-Protein coupled receptors identified from the human genome. The Company received a $1.0 million payment for achieving the milestone, which payment was recorded as revenue in January 1999. (b) Asset Purchase Agreement with OSI Pharmaceuticals, Inc. and Cessation of Drug Discovery Operations and Research Efforts On July 30, 1999, the Company sold to OSI Pharmaceuticals, Inc. ("OSI"), pursuant to an asset purchase agreement, its drug discovery programs focused on G-protein-coupled receptors, its directed library of approximately 150,000 small molecule compounds specifically designed for drug discovery in the G-protein-coupled receptor arena, its collaboration with Solvay Pharmaceuticals B.V. ("Solvay Pharmaceuticals"), its lease to its research facility in Tarrytown, New York together with the furniture and fixtures and its lease to equipment in the facility, and its inventory of laboratory supplies. Pursuant to such sale transaction, OSI assumed the Company's lease to the Company's research facility in Tarrytown, New York, the Company's equipment lease with General Electric Capital Corporation ("GECC") and the Company's research collaboration and license agreement with Solvay Pharmaceuticals. OSI also hired more than 45 of the Company's scientific and administrative personnel. As consideration for the sale, the Company received approximately $1,500,000 in cash and OSI assumed certain liabilities of the Company relating to employees hired by OSI aggregating approximately $150,000. In addition, the Company would be entitled to royalties and up to $3.0 million in milestone payments on the first product derived from compounds sold to OSI or from the collaboration with Solvay Pharmaceuticals. The Company licensed to OSI on a non-exclusive basis certain technology solely to enable OSI to fulfill its obligations under the collaboration with Solvay Pharmaceuticals. The Company also licensed to OSI on a non-exclusive basis certain proprietary software and technology relating to chemical resins in order to enable OSI to fully benefit from the compounds it acquired from the Company. The Company is retaining ownership of all its other assets, including its core yeast technology for developing drug discovery assays, its collection of over 25,000 proprietary yeast strains, human and mammalian cell lines, and genetic engineering tools, its program to identify and isolate human orphan G protein-coupled receptors and elucidate their function, its proprietary software, its genomics databases related to G-protein-coupled receptors, the LivingChip program, all assays and technologies reverting to it from its collaboration with Bristol-Myers Squibb Company, a 30% equity position in Axiom Biotechnologies Inc., the Company's current cash and cash equivalents, and the approximately $18.7 million being held in escrow pending appeal of the verdict in favor of SIBIA. The Company ceased its drug discovery operations and research efforts for collaborators as a result of the transaction. Pursuant to a research agreement, OSI will assist the Company in winding up its research efforts on behalf of SmithKline Beecham Corporation and SmithKline Beecham p.l.c. Consequently, the Company has terminated all employees who were not hired by OSI, except for four employees who will work for the Company through August 31, 1999 and two officers. F-23 EX-99.2 4 UNAUDITED PRO FORMA FINANCIAL INFORMATION 1 Exhibit 99.2 OSI PHARMACEUTICALS, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 1999 (In thousands)
Pro Forma Adjustments Historical ------------------------------ ---------------------- Assets Not OSI Cadus Acquired and Pro Forma June 30, June 30, Liabilities Other June 30, Assets 1999 1999 Not Assumed (1) Adjustments 1999 --------- --------- --------------- ----------- --------- Current assets: Cash and cash equivalents $ 10,498 6,978 (6,978) (2,274)(2) 8,224 Restricted cash -- 296 (296) - Short-term investments 10,590 -- 10,590 Receivables, including trade receivables 2,301 -- 2,301 Interest receivables 142 -- 142 Grants receivable 235 -- 235 Prepaid expenses and other current assets 890 215 (141) 964 ---------------------------------------------------------------------- Total current assets 24,656 7,489 (7,415) (2,274) 22,456 ---------------------------------------------------------------------- Restricted cash - noncurrent -- 18,641 (18,641) - Property, equipment and leasehold improvements -- net 7,500 2,439 (144) (1,265)(6) 8,530 Compound library assets -- net 4,314 -- 1,000 (3) 4,764 (550)(6) Investments in other ventures -- 1,653 (1,653) - Intangible assets -- net -- -- 225 (4) 6,728 (125)(6) Other assets -- net 1,351 1,437 (1,217) (120)(6) 1,451 ---------------------------------------------------------------------- Total assets $ 44,449 31,659 (29,070) (3,109) 43,929 ====================================================================== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 3,606 1,484 (1,334) 3,756 Unearned revenue -- current 982 -- 982 Loans payable -- current 167 304 (304) 167 ---------------------------------------------------------------------- Total current liabilities 4,755 1,788 (1,638) 4,905 ---------------------------------------------------------------------- Unearned revenue -- long term 429 -- 429 Loans payable -- long term 319 -- 319 Deferred acquisition costs 701 -- 701 Accrued postretirement benefits cost 1,499 -- 1,499 Reserve for litigation damages -- 18,641 (18,641) - Stockholders' equity: Preferred Stock -- -- -- Common stock 224 132 (132) 224 Additional paid-in capital 105,050 59,689 (59,689) 105,050 Accumulated deficit (62,203) (48,291) 48,291 (670)(5) (62,873) Accumulated other comprehensive loss (267) -- (267) Treasury stock (6,058) (300) 300 (6,058) ---------------------------------------------------------------------- Total stockholders' equity 36,746 11,230 (11,230) (670) 36,076 ---------------------------------------------------------------------- Total liabilities and stockholders' equity $ 44,449 31,659 (31,509) (670) 43,929 ======================================================================
2 OSI PHARMACEUTICALS, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Statement of Operations For the nine months ended June 30, 1999 (In thousands)
Pro Forma Adjustments Historical ---------------------------- -------------------- Revenue and OSI Cadus Expenses of Pro Forma June 30, June 30, Activities Other June 30, 1999 1999 Not Assumed (7) Adjustments 1999 -------- -------- --------------- ----------- --------- Revenues: Collaborative program revenues $ 12,600 7,704 (5,679) 14,625 Other research revenue 814 -- 814 License revenue 2,171 -- 2,171 Sales 916 -- 916 -------------------------------------------------------------------- 16,501 7,704 (5,679) 18,526 -------------------------------------------------------------------- Expenses: Research and development costs 14,766 11,588 (5,727) 70 (8) 20,697 Production and service costs 1,239 -- 1,239 Selling, general and administrative 6,364 5,702 (5,157) 6,909 Amortization of intangibles 1,096 -- 30 (8) 1,126 -------------------------------------------------------------------- 23,465 17,290 (10,884) 100 29,971 -------------------------------------------------------------------- Loss from operations (6,964) (9,586) 5,205 (100) (11,445) Other income (expense): Net investment income 658 811 (811) (85)(9) 573 Loss of equity in other ventures - (974) 974 - Reserve for litigation damages - (18,500) 18,500 - Other expense -- net (54) 45 (45) (54) -------------------------------------------------------------------- Net loss $ (6,360) (28,204) 23,823 (185) (10,926) ==================================================================== Weighted average number of shares of common stock outstanding 21,430 21,430 ======== ======== Basic and diluted loss per weighted average share of common stock outstanding $ (0.30) (0.51) ======== ========
3 OSI PHARMACEUTICALS, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Statement of Operations For the year ended September 30, 1998 (In thousands)
Pro Forma Adjustments Historical ---------------------------- -------------------- Revenue and OSI Cadus Expenses of Pro Forma Sept 30, Dec. 31, Activities Other Sept 30, 1998 1998 Not Assumed (7) Adjustments 1998 -------- -------- --------------- ----------- --------- Revenues: Collaborative program revenues $ 16,166 12,576 (9,876) 18,866 Other research revenue 1,429 - 1,429 License revenue 752 - 752 Sales 1,121 - 1,121 -------------------------------------------------------------------- 19,468 12,576 (9,876) 22,168 -------------------------------------------------------------------- Expenses: Research and development costs 20,350 15,389 (7,565) 28,264 90 (8) Production and service costs 955 - 955 Selling, general and administrative 8,077 8,977 (8,078) 8,976 Amortization of intangibles 1,461 - 40 (8) 1,501 -------------------------------------------------------------------- 30,843 24,366 (15,643) 130 39,696 -------------------------------------------------------------------- -------------------------------------------------------------------- Loss from operations (11,375) (11,790) 5,767 (130) (17,528) -------------------------------------------------------------------- Other income (expense): Net investment income 1,468 1,834 (1,834) (115)(9) 1,353 Loss of equity in other ventures - (1,144) 1,144 - Reserve for litigation damages - (18,500) 18,500 - Other expense - net (277) (90) 90 (277) -------------------------------------------------------------------- Net loss $(10,184) (29,690) 23,667 (245) (16,452) ==================================================================== Weighted average number of shares of common stock outstanding 21,373 21,373 ======== ======== Basic and diluted loss per weighted average share of common stock outstanding $ (0.48) (0.77) ======== ========
4 NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (IN THOUSANDS) (1) Book values of assets not acquired and liabilities not assumed by OSI Pharmaceuticals, Inc. ("OSI") from Cadus Pharmaceutical Corporation ("Cadus") in accordance with the Asset Purchase Agreement dated July 30, 1999 by and between OSI and Cadus (the "Agreement"). The book values of the assets acquired and the liabilities assumed by OSI from Cadus are summarized as follows: Fixed assets $ 2,295 Prepaid expenses 74 Patent costs 220 -------- $ 2,589 ======== Employee benefits liability $ 150 ========
(2) Cash paid by OSI in connection with the Agreement summarized as follows: Purchase price to Cadus $ 1,574 Professional fees 700 -------- $ 2,274 ========
In addition, OSI assumed $150 of certain employee-related liabilities resulting in a total acquisition cost of $2,424. (3) Allocation of the purchase price to compound library acquired by OSI (see note 5 regarding valuation study). (4) Allocation of the purchase price to the assembled workforce intangible (see note 5 regarding valuation study). (5) Represents an estimated charge of $670 for acquired in-process research and development costs, net of negative goodwill allocation (see note 6). No tax benefit has been reflected in connection with this charge in recognition of the uncertainty that any such tax benefits will be realized by OSI based on its history of operating losses since OSI's inception. OSI has engaged a professional services firm to conduct a valuation study of the assets acquired under the Agreement, including a determination of acquired in-process research and development costs. This valuation has not yet been completed. As a result, the allocation of the purchase price is subject to change upon completion of the valuation study, including the estimated amount of acquired in-process research and development costs. The estimated charge of $670 for acquired in-process research and development costs has been reflected as a reduction of stockholders' equity in the pro forma condensed combined balance sheet as of June 30, 1999. 5 This same charge has been excluded from the pro forma condensed combined statement of operations for the year ended September 30, 1998 since the charge is non-recurring and directly related to the Agreement. (6) Allocation of negative goodwill to reduce noncurrent financial assets on a pro rata basis. The determination of negative goodwill and the allocation to noncurrent financial assets are summarized as follows: Summary of fair value of assets acquired: Fixed assets $ 2,295 Patents 220 Prepaid expenses 74 Assembled work force 225 Compound library 1,000 In-process research and development costs 1,500 ------- Total fair value of assets acquired 5,314 Purchase price 2,424 ------- Negative goodwill $ 2,890 =======
Pro rata allocation of negative goodwill: Fixed assets $ 1,265 Patents 120 Assembled work force 125 Compound library 550 In-process research and development costs 830 ------- Negative goodwill $ 2,890 =======
Summary of fair value of assets acquired, net of the allocation of negative goodwill: Fixed assets $ 1,030 Patents 100 Prepaid expenses 74 Assembled work force 100 Compound library 450 In-process research and development costs 670 ------- Fair value of assets acquired, net $ 2,424 =======
6 (7) Revenues and expenses of activities not assumed by OSI. In accordance with the Agreement, OSI assumed the operations of Cadus' facility, including lease obligations for the facility and certain research equipment, 47 research employees and the research program with Solvay Pharmaceuticals B.V. The determination of the pro forma employee-related expenses is based on the ratio of research employees hired by OSI to the total number of Cadus research employees during the pro forma periods. Other research costs and administrative expenses were estimated based on the operating activities assumed by OSI as a result of the Agreement. No provision for income taxes has been made based on the history of the operating losses of both OSI and Cadus since their inceptions. A summary of revenue and expenses activity acquired by OSI is as follows:
Year Ended Nine Months Ended Sept. 30, 1998 Jun. 30, 1999 -------------- ----------------- Research revenue (Solvay) 2,700 2,025 Research costs (47 employees) including payroll and direct research costs (7,824) (5,861) Administrative expenses (899) (545) ------ ------ Net loss (6,023) (4,381) ====== ======
(8) Represents the amortization expense of the compound library (recorded in research and development costs), patents and workforce intangibles (recorded in amortization of intangibles) acquired under the Agreement based on the straight-line method over five years. (9) Represents the reduction of investment income based on the total payments of $2,274 assuming an average rate of return of 5% per annum based on OSI's historical investment performance. -----END PRIVACY-ENHANCED MESSAGE-----