================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2002
Commission File Number 0-20945
ANTARES PHARMA, INC.
A Minnesota Corporation IRS Employer ID No. 41-1350192
707 Eagleview Boulevard, Suite 414
Exton, Pennsylvania
19341
(610) 458-6200
-------------------
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 ____
-----
The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, as of April 30, 2002, was 9,201,188.
===================
1
ANTARES PHARMA, INC.
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Consolidated Balance Sheets, as of December 31, 2001 and
March 31, 2002 ..................................................... 3
Consolidated Statements of Operations for the three months ended
March 31, 2001 and 2002 ............................................ 4
Consolidated Statements of Cash Flows for the three months ended
March 31, 2001 and 2002 ............................................ 5
Notes to Consolidated Financial Statements ......................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .......................................... 11
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk ......... 15
ITEM 4. Controls and Procedures............................................. 15
PART II. OTHER INFORMATION .................................................. 16
SIGNATURES ......................................................... 17
2
ANTARES PHARMA, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
December 31, March 31,
2001 2002
-------------- --------------
Assets
Current Assets:
Cash ........................................................................... $ 1,965,089 $ 873,317
Accounts receivable, less allowance for doubtful accounts of $18,000 ........... 535,461 610,700
VAT and other receivables ...................................................... 331,660 318,664
Inventories .................................................................... 655,691 521,760
Prepaid expenses and other assets .............................................. 55,041 204,040
-------------- --------------
Total current assets .................................................... 3,542,942 2,528,481
Equipment, furniture and fixtures, net ................................................ 1,924,675 1,783,880
Patent rights, net .................................................................... 2,464,336 2,508,423
Goodwill, net ......................................................................... 3,095,355 3,095,355
Other assets .......................................................................... 101,142 99,936
-------------- --------------
Total Assets ............................................................ $ 11,128,450 $ 10,016,075
============== ==============
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable ............................................................... $ 637,794 $ 594,124
Accrued expenses and other liabilities ......................................... 1,070,916 1,089,762
Deferred revenue ............................................................... 1,511,198 1,660,381
Capital lease obligations - current maturities ................................. 91,054 90,814
Liabilities to related parties ................................................. 243,692 1,131,211
-------------- --------------
Total current liabilities ............................................... 3,554,654 4,566,292
Capital lease obligations, less current maturities .................................... 105,629 83,020
-------------- --------------
Total liabilities ....................................................... 3,660,283 4,649,312
-------------- --------------
Shareholders' Equity:
Series A Convertible Preferred Stock: $0.01 par; authorized 10,000
shares; 1,250 issued and outstanding at December 31, 2001 and
March 31, 2002 .............................................................. 13 13
Common Stock: $0.01 par; authorized 15,000,000 shares;
9,161,188 and 9,201,188 issued and outstanding at
December 31, 2001 and March 31, 2002, respectively .......................... 91,612 92,012
Additional paid-in capital ..................................................... 37,464,531 37,482,577
Accumulated deficit ............................................................ (29,457,033) (31,603,673)
Deferred compensation .......................................................... (251,016) (222,600)
Accumulated other comprehensive loss ........................................... (379,940) (381,566)
-------------- --------------
7,468,167 5,366,763
-------------- --------------
Total Liabilities and Shareholders' Equity .............................. $ 11,128,450 $ 10,016,075
============== ==============
See accompanying notes to consolidated financial statements.
3
ANTARES PHARMA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
March 31,
--------------------------------
2001 2002
--------------- ---------------
Revenues:
Product sales ............................................................... $ 471,377 $ 538,013
Licensing and product development ........................................... 115,792 130,958
--------------- ---------------
587,169 668,971
Cost of product sales ............................................................ 293,872 661,424
--------------- ---------------
Gross margin ..................................................................... 293,297 7,547
--------------- ---------------
Operating Expenses:
Research and development .................................................... 570,951 731,128
In-process research and development (Note 1) ................................ 948,000 -
Sales and marketing ......................................................... 260,298 158,421
General and administrative .................................................. 1,184,175 1,277,329
--------------- ---------------
2,963,424 2,166,878
--------------- ---------------
Net operating loss ............................................................... (2,670,127) (2,159,331)
--------------- ---------------
Other income (expense):
Interest income ............................................................. 129,387 3,232
Interest expense ............................................................ (84,204) (8,362)
Foreign exchange gains (losses) ............................................. (27,095) 18,538
Other, net .................................................................. (1,908) (717)
--------------- ---------------
16,180 12,691
--------------- ---------------
Net loss ......................................................................... (2,653,947) (2,146,640)
In-the-money conversion feature-preferred stock dividend (Note 6) ................ (5,314,125) -
--------------- ---------------
Net loss applicable to common shares ............................................. $ (7,968,072) $ (2,146,640)
=============== ===============
Basic and diluted net loss per common share ...................................... $ (1.14) $ (.23)
=============== ===============
Basic and diluted weighted average common shares outstanding ..................... 7,012,134 9,170,077
=============== ===============
See accompanying notes to consolidated financial statements.
4
ANTARES PHARMA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
March 31,
----------------------------------
2001 2002
--------------- ---------------
Cash flows from operating activities:
Net loss ...................................................................... $ (2,653,947) $ (2,146,640)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization ................................................. 312,236 233,363
Loss on disposal and abandonment of assets .................................... 126 -
In-process research and development ........................................... 948,000 -
Stock-based compensation expense .............................................. 1,926 46,862
Changes in operating assets and liabilities, net of effect of
business acquisition:
Accounts receivable ........................................................ 35,030 (75,239)
VAT and other receivables .................................................. 6,586 12,996
Inventories ................................................................ (75,766) 133,931
Prepaid expenses and other assets .......................................... (93,614) (148,999)
Accounts payable ........................................................... (523,781) (43,670)
Accrued expenses and other ................................................. (124,350) 18,846
Deferred revenue ........................................................... (199,998) 149,183
Liabilities to related parties ............................................. 9,302 (112,481)
Other ...................................................................... 1,423 1,206
--------------- ---------------
Net cash used in operating activities .................................................. (2,356,827) (1,930,642)
--------------- ---------------
Cash flows from investing activities:
Purchases of equipment, furniture and fixtures ................................ (61,239) (68,431)
Proceeds from sale of equipment, furniture & fixtures ......................... 91,699 -
Additions to patent rights .................................................... (82,866) (81,133)
Increase in notes receivable and due from Medi-Ject ........................... (602,756) -
Acquisition of Medi-Ject, including cash acquired ............................. 355,578 -
--------------- ---------------
Net cash used in investing activities .................................................. (299,584) (149,564)
--------------- ---------------
Cash flows from financing activities:
Proceeds from loans from shareholders ......................................... 1,188,199 1,000,000
Principal payments on capital lease obligations ............................... (99,088) (20,777)
Proceeds from issuance of common stock, net ................................... 9,994,549 -
--------------- ---------------
Net cash provided by financing activities .............................................. 11,083,660 979,223
--------------- ---------------
Effect of exchange rate changes on cash and cash equivalents ........................... (290,304) 9,211
--------------- ---------------
Net increase (decrease) in cash and cash equivalents ................................... 8,136,945 (1,091,772)
Cash and cash equivalents:
Beginning of period ........................................................... 243,222 1,965,089
--------------- ---------------
End of period ................................................................. $ 8,380,167 $ 873,317
=============== ===============
Cash paid during the period for interest ............................................... $ 84,204 $ 3,942
----------
Schedule of non-cash investing and financing activities: See information
regarding non-cash investing and financing activities related to the Share
Transaction in Notes 1 and 6.
See accompanying notes to consolidated financial statements
5
ANTARES PHARMA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2001 and 2002
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The
accompanying financial statements and notes should be read in
conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2001. Operating results for the three-month period ended
March 31, 2002, are not necessarily indicative of the results that may
be expected for the year ending December 31, 2002.
On January 31, 2001, Medi-Ject Corporation, now known as Antares
Pharma, Inc. ("Antares" or "the Company") purchased from Permatec
Holding AG ("Permatec") all of the outstanding shares of Permatec
Pharma AG, Permatec Technology AG, and Permatec NV (the "Share
Transaction"). In exchange, Antares issued 2,900,000 shares of Antares
common stock to Permatec. Upon the issuance, Permatec owned
approximately 67% of the outstanding shares of Antares common stock.
For accounting purposes, Permatec is deemed to have acquired Antares.
The acquisition has been accounted for by the purchase method of
accounting.
Upon closing of the Share Transaction on January 31, 2001, the full
principal amount of Permatec's shareholders' loans to the three
Permatec subsidiaries which were included in the Share Transaction, of
$13,069,870, was converted to equity.
Also on January 31, 2001, promissory notes issued by Medi-Ject to
Permatec between January 25, 2000 and January 15, 2001, in the
aggregate principal amount of $5,500,000, were converted into Series C
Convertible Preferred Stock ("Series C"). Permatec, the holder of the
Series C stock, immediately exercised its right to convert the Series C
stock, and Antares issued 2,750,000 shares of common stock to Permatec
upon such conversion. Also on that date, the name of the corporation
was changed to Antares Pharma, Inc.
The total consideration paid, or purchase price, for Medi-Ject was
approximately $6,889,974, which represents the fair market value of
Medi-Ject and related transaction costs of $480,095. For accounting
purposes, the fair value of Medi-Ject is based on the 1,424,729 shares
of Medi-Ject common stock outstanding on January 25, 2000, at an
average closing price three days before and after such date of $2.509
per share plus the estimated fair value of the Series A convertible
preferred stock and the Series B mandatorily redeemable convertible
preferred stock plus the fair value of outstanding stock options and
warrants representing shares of Medi-Ject common stock either vested on
January 25, 2000, or that became vested at the close of the Share
Transaction plus the capitalized acquisition cost of Permatec.
6
ANTARES PHARMA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
March 31, 2001 and 2002
1. Basis of Presentation (Continued)
The purchase price allocation was as follows:
Cash acquired ............................ $ 394,535
Current assets ........................... 900,143
Equipment, furniture and fixtures ........ 1,784,813
Patents .................................. 1,470,000
Other intangible assets .................. 2,194,000
Goodwill ................................. 1,276,806
Other assets ............................. 3,775
Current liabilities ...................... (2,026,723)
Debt ..................................... (55,375)
In-process research and development ...... 948,000
----------------
Purchase price ........................... $ 6,889,974
================
In connection with the Share Transaction on January 31, 2001, the
Company acquired in-process research and development projects having an
estimated fair value of $948,000, that had not yet reached
technological feasibility and had no alternative future use.
Accordingly, this amount was immediately expensed in the Consolidated
Statements of Operations.
Unaudited pro forma results of operations for the years ended December
31, 2000 and 2001, and for the three months ended March 31, 2001,
assuming Permatec's acquisition of Medi-Ject, the conversion of the
$5,000,000 in promissory notes, and the Company's implementation of
SFAS 141 all collectively occurred on January 1, 2000, are as follows:
Pro forma Pro forma Pro forma
Year Ended Year Ended Three Months Ended
December 31, December 31, March 31,
2000 2001 2001
------------ ------------ ------------------
Net revenues............................ $ 2,553,284 $ 3,811,362 $ 900,007
Loss before cumulative effect of a
change in accounting principle....... $(10,030,643) $(15,086,836) $(8,537,853)
Net loss................................ $(11,145,026) $(15,086,836) $(8,537,853)
Net loss per share...................... $ (1.63) $ (1.78) $ (1.22)
2. Going Concern
The accompanying financial statements have been prepared on a
going-concern basis, which contemplates the realization of assets and
the satisfaction of liabilities and other commitments in the normal
course of business. The Company had negative working capital of $11,712
and $2,037,811 at December 31, 2001 and March 31, 2002, respectively,
and has had net losses and negative cash flows from operating
activities since inception.
The Company expects to report a net loss for the year ending December
31, 2002, as marketing and development costs related to bringing future
generations of products to market continue. Long-term capital
requirements will depend on numerous factors, including the status of
collaborative arrangements, the progress of research and development
programs and the receipt of revenues from sales of products.
The Company has sufficient cash through June 2002 and will be required
to raise additional working capital to continue to exist. Management's
intentions are to raise this additional capital through alliances with
strategic corporate partners, equity offerings, and/or borrowing from
the Company's majority shareholder. The Company received $1,000,000 on
March 12, 2002 and $1,000,000 on April 24, 2002 from the Company's
majority shareholder, Dr. Jacques Gonella, under a Term Note agreement
dated February 20, 2002. The Term Note agreement allowed for total
advances to the Company of $2,000,000. The note bears interest at the
three month Euribor Rate as of the date of each advance, plus 5%. The
principal and accrued interest is due on the earlier of (i) August 20,
2002, or (ii) the closing of a private placement of equity by the
Company that results in net proceeds of $5,000,000. There can be no
assurance that the Company will ever
7
ANTARES PHARMA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
March 31, 2001 and 2002
2. Going Concern (Continued)
become profitable or that additional adequate funds will be available when
needed or on acceptable terms.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary if the Company
is unable to continue as a going concern.
3. Inventories
Inventories consist of the following:
December 31, March 31,
2001 2002
------------- --------------
Raw material .......................... $ 294,643 $ 288,406
Work in-process ....................... 29,611 42,645
Finished goods ........................ 436,437 271,709
------------- --------------
760,691 602,760
Inventory reserve (105,000) (81,000)
------------- --------------
$ 655,691 $ 521,760
============= ==============
4. Industry Segment and Operations by Geographic Areas
The Company is primarily engaged in development of drug delivery
transdermal and transmucosal pharmaceutical products and drug delivery
injection devices and supplies. These operations are considered to be one
segment. The geographic distributions of Permatec's identifiable assets
and revenues are summarized in the following table:
We have operating assets located on two continents as follows:
December 31, March 31,
2001 2002
-------------- ---------------
Switzerland ......................... $ 2,388,337 $ 2,023,131
United States of America ............ 8,740,113 7,992,944
-------------- ---------------
$ 11,128,450 $ 10,016,075
============== ===============
Revenues by region of origin are summarized as follows:
For the Three Months Ended
March 31,
--------------------------
2001 2002
----------- -----------
United States of America ...... $ 57,768 $ 159,011
Europe ........................ 465,935 486,018
Other ......................... 63,466 23,942
----------- -----------
$ 587,169 $ 668,971
=========== ===========
8
ANTARES PHARMA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
March 31, 2001 and 2002
5. Accounting for License Revenues
During the quarter ended December 31, 2000 and effective January 1, 2000,
the Company adopted the cumulative deferral method for accounting for
license revenues. The adoption of this accounting principle resulted in a
$1,059,622 cumulative effect adjustment in the first quarter 2000.
During the quarters ended March 31, 2001 and March 31, 2002, the Company
recognized $69,301 and $39,228, respectively, of license revenues that were
previously recognized by the Company prior to the adoption of the
cumulative deferral method.
6. In-The-Money Conversion Feature Preferred Stock Dividend
During 2000 and 2001, prior to the closing of the Share Transaction on
January 31, 2001, Medi-Ject borrowed a total of $5,500,000 in convertible
promissory notes from Permatec. At the closing of the Share Transaction,
the principal amount of convertible promissory notes converted to 27,500
shares of Series C preferred stock. At the option of the holder, these
shares were immediately converted into 2,750,000 shares of Antares common
stock. As the conversion feature to common stock was contingent upon the
closing of the Share Transaction, the measurement of the stated conversion
feature as compared to the Company's common stock price of $4.56 at January
31, 2001, resulted in an in-the-money conversion feature of $5,314,125,
which is a deemed dividend to the Series C preferred shareholder. This
dividend increases the net loss applicable to common shareholders in the
Antares' net loss per share calculation.
7. Restricted Shares of Common Stock
Roger G. Harrison, Ph.D., was appointed to the position of Chief Executive
Officer of Antares Pharma, Inc., effective March 12, 2001. In accordance
with the terms of the employment agreement with Dr. Harrison, 40,000
restricted shares of common stock were granted to him on March 12, 2002,
his first anniversary with the Company.
8. New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued SFAS 141,
"Business Combinations," and SFAS 142, "Goodwill and Other Intangible
Assets." SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. SFAS 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill, including
goodwill recorded in past business combinations, ceased upon adoption of
that Statement. The Company adopted SFAS 142 in the first quarter of fiscal
2002 and accordingly evaluated its existing intangible assets and goodwill
that were acquired in the Medi-Ject purchase business combination. The
Company concluded that $1,935,588 representing the unamortized portion of
the amount allocated to other intangible assets on the date of adoption,
should be classified as goodwill as they did not meet the definition for
separate accounting under SFAS No. 142. These amounts were previously
classified as workforce, ISO certification and clinical studies with
unamortized balances of $510,413, $271,588, and $1,153,587, at December 31,
2001. Upon adoption of SFAS 142, the Company reassessed the useful lives
and residual values of all intangible assets
9
ANTARES PHARMA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
March 31, 2001 and 2002
8. New Accounting Pronouncements (Continued)
acquired in purchase business combinations, and determined that there were
no amortization period adjustments necessary.
The Company adopted SFAS 141 during 2001 and adopted SFAS 142 effective
January 1, 2002. As of the date of adoption of SFAS 142, after
reclassification of other intangible assets as goodwill, the Company had
approximately $3,095,355 of unamortized goodwill subject to the transition
provisions of SFAS 141 and 142. The Company is evaluating whether any
impairment of goodwill may exist in accordance with the provisions of SFAS
142. Adoption of SFAS 142 is expected to decrease amortization expenses in
2002 by approximately $410,000 as a result of ceasing amortization of
goodwill and other intangible assets reclassified as goodwill. For the
three-month period ended March 31, 2002, the adoption of SFAS 142 reduced
amortization expense by $102,396 and decreased the net loss per common
share by $0.01 per share.
For the quarters ended March 31, 2001 and 2002, the goodwill amortization,
adjusted net loss and basic and diluted loss per share are as follows:
For the Three Months Ended
March 31,
--------------------------------
2001 2002
--------------- ---------------
Net loss as reported ................ $ (7,968,072) $ (2,146,640)
Addback goodwill amortization ....... 68,264 -
--------------- ---------------
Adjusted net loss ................... $ (7,899,808) $ (2,146,640)
=============== ===============
Basic and diluted loss per share:
Net loss as reported ............ (1.14) (0.23)
Goodwill amortization ........... 0.01 -
--------------- ---------------
Adjusted net loss per share ........ $ (1.13) $ (0.23)
=============== ===============
For the three years ended December 31, 1999, 2000 and 2001, the goodwill
amortization, adjusted net loss and basic and diluted loss per share are as
follows:
December 31,
-------------------------------------------
1999 2000 2001
----------- ----------- -------------
Net loss as reported ................... $(3,967,366) (5,260,387) (14,913,226)
Addback goodwill amortization .......... 177,963 177,963 464,434
----------- ----------- -------------
Adjusted net loss ...................... $(3,789,403) (5,082,424) (14,537,774)
=========== =========== =============
Basic and diluted loss per share:
Net loss as reported ............... $ (.92) (1.22) (1.76)
Goodwill amortization .............. .04 .04 .05
----------- ----------- -------------
Adjusted net loss per share ........... $ (.88) (1.18) (1.71)
=========== =========== =============
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Three Months Ended March 31, 2001 and 2002
Revenues
Total revenues for the three months ended March 31, 2001 and 2002 were $587,169
and $668,971, respectively. The increase in revenues of $81,802, or 14% is
primarily the result of an increase in product sales of $66,636, or 14%. The
product sales increase was mainly due to increased sales made to licensees in
connection with clinical studies and other development activities under license
agreements.
Licensing and product development fee income increased by $15,166 or 13% for the
three months ended March 31, 2002 as compared to the prior-year period. The
increase results from the receipt of approximately $725,000 of license and
product development fees since March 31, 2001 that have been deferred and are
being recognized over various periods, partially offset by a reduction in
monthly revenue recognition in 2002 compared to 2001 on contracts existing at
March 31, 2001 due to a change in estimated revenue recognition periods.
Cost of Sales
The cost of product sales of $293,872 and $661,424 for the first quarter of 2001
and 2002, respectively, are primarily related to injection devices and
disposable products. Cost of sales as a percentage of product sales increased
from 62% for the first quarter of 2001 to 123% for the first quarter of 2002.
The significant increase during the 2002 period was primarily due to
approximately $282,000 of inventory write-offs and inventory reserve adjustments
related to the launch of the Medi-Ject Vision ("MJ7") device into new markets.
Approximately $171,000 of this amount was due to a design defect in one of the
disposable components discovered after product costing approximately $146,000
was sold to a distributor during the quarter. These sales were reversed during
the quarter and the product was written-off to cost of sales. The design defect
was immediately corrected and the Company expects to ship the majority of the
replacement product to the distributor during the second quarter. The remaining
$111,000 of inventory written-off was due to a production problem encountered in
connection with another disposable component. The Company expects to incur only
minor additional expenses associated with testing and making the required
production modifications.
Research and Development
Research and development expenses totaled $570,951 and $731,128 in the three
months ended March 31, 2001 and 2002, respectively. The increase of $160,177 or
28% is primarily due to the inclusion of three months of Antares/Minnesota
expenses in 2002 compared with only two months in 2001 following the business
combination on January 31, 2001, and research employee additions at
Antares/Switzerland for increased research activities.
11
Sales and Marketing
Sales and marketing expenses totaled $260,298 and $158,421 in the three months
ended March 31, 2001 and 2002, respectively. This decrease of $101,877 or 39% is
primarily due to a decrease in consulting expenses offset by three months of
Antares/Minnesota expenses in 2002 compared with only two months in 2001
following the business combination on January 31, 2001. The decrease in
consulting expenses results from a management decision to reduce utilization of
outside consulting services.
General and Administrative
General and administrative expenses totaled $1,184,175 and $1,277,329 in the
three months ended March 31, 2001 and 2002, respectively. The increase of
$93,154 or 8% is primarily due to the inclusion of three months of
Antares/Minnesota expenses in 2002 compared with only two months in 2001
following the business combination on January 31, 2001, offset by decreases in
professional services, expenses related to the business combination and
amortization expense of $37,700 from the adoption of SFAS 142.
Other Income (Expense)
Net other income (expense) decreased $3,489 from net other income of $16,180 in
the first quarter of 2001 to net other income of $12,691 in the first quarter of
2002. The first quarter 2001 other income (expense) is primarily composed of
$129,387 of interest earnings on funds received in the private placement of
equity offset by currency losses of $27,095 and interest expense of $84,204. The
first quarter 2002 other income (expense) is primarily composed of exchange
gains of $18,538 and interest income of $3,232, offset by interest expense of
$8,362. The decrease in interest income of $126,155 results from a lower average
cash balance during the first quarter of 2002 compared to 2001. Substantially
all of the private placement funds received in the first quarter of 2001 have
been used to fund operations and capital expenditures since March 31, 2001.
Interest expense in the first quarter of 2001 included interest expense on
outstanding notes incurred by Antares/Switzerland in January 2001 prior to the
business combination, which accounts for nearly all of the $75,842 interest
expense decrease from 2001 to 2002.
Cash Flows
Operating Activities
Net cash used in operating activities decreased by $426,185, from $2,356,827 for
the first quarter of 2001 to $1,930,642 for the first quarter of 2002. This was
the result of net losses of $2,653,947 and $2,146,640 in the first quarter of
2001 and 2002, respectively, adjusted by noncash expenses and changes in
operating assets and liabilities.
Net noncash expenses of $1,262,288 in the first quarter of 2001 were mainly due
to depreciation and amortization of $312,236 and in-process research and
development of $948,000. Noncash expenses in the first quarter of 2002 totaled
$280,225, consisting primarily of depreciation and amortization of $233,363 and
stock-based compensation expense of $46,862.
The change in operating assets and liabilities in the first quarter of 2001
resulted in a net decrease to cash of $965,168, comprised mainly of reductions
in accounts payable, accrued expenses and deferred revenue of $523,781, $124,350
and $199,998, respectively. In the first quarter of 2002, the change in
operating assets and liabilities caused a decrease in cash of $64,227, primarily
due to the increase in accounts
12
receivable and prepaid expenses of $75,239 and $148,999, respectively, along
with a decrease in liabilities to related parties of $112,481, offset by a
decrease in inventories of $133,931 and an increase in deferred revenue of
$149,183. Prepaid expenses increased $148,999 during the current quarter due
primarily to payment of the annual directors' and officers' insurance premium of
$155,000.
Investing Activities
Net cash used in investing activities decreased $150,020, from $299,584 in the
first quarter of 2001 to $149,564 in the same period of 2002. In 2001, cash of
$602,756 was loaned to Medi-Ject before the business combination and was offset
by the cash balance of $355,578 in Medi-Ject at the time of the business
combination. In addition, in 2001 the Company received proceeds of $91,699 from
the sale of equipment, furniture and fixtures. Purchases of equipment, furniture
and fixtures in the first quarter of 2001 and 2002 totaled $61,239 and $68,431,
respectively, and expenditures for patent acquisition and development totaled
$82,866 and $81,133, respectively.
Financing Activities
Net cash provided by financing activities decreased $10,104,437 from $11,083,660
in the first quarter of 2001 to $979,223 in the same period of 2002, due
primarily to net proceeds of $9,994,549 received in the private placement of
common stock equity during the first quarter of 2001.
The Company received $1,000,000 on March 12, 2002 and $1,000,000 on April 24,
2002 from the Company's majority shareholder, Dr. Jacques Gonella, under a Term
Note agreement dated February 20, 2002. The Term Note agreement allowed for
total advances to the Company of $2,000,000. The note bears interest at the
three month Euribor Rate as of the date of each advance, plus 5%. The principal
and accrued interest is due on the earlier of (i) August 20, 2002, or (ii) the
closing of a private placement of equity by the Company that results in net
proceeds of $5,000,000.
Liquidity
The Company had negative working capital of $11,712 and $2,037,811 at December
31, 2001 and March 31, 2002, respectively, and incurred a net loss of $2,146,640
for the quarter ended March 31, 2002. In addition, the Company has had net
losses and has had negative cash flows from operating activities since
inception. The Company expects to report a net loss for the year ending December
31, 2002, as marketing and development costs related to bringing future
generations of products to market continue. Long-term capital requirements will
depend on numerous factors, including the status of collaborative arrangements,
the progress of research and development programs and the receipt of revenues
from sales of products.
After consideration of the proceeds of $1,000,000 from the shareholder loan
received in April 2002, the Company has sufficient cash through June 2002 and
will be required to raise additional working capital to continue to exist.
Management intends to raise this additional capital through alliances with
strategic corporate partners, equity offerings, and/or borrowing from the
Company's majority shareholder. There can be no assurance that the Company will
ever become profitable or that adequate funds will be available when needed or
on acceptable terms. If for any reason the Company is unable to obtain
additional financing it may not be able to continue as a going concern, which
may result in material asset impairments, other material adverse changes in the
business, results of operations or financial condition, or the loss by
shareholders of all or a part of their investment in the Company.
13
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary if the Company is unable
to continue as a going concern.
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued SFAS 141,
"Business Combinations," and SFAS 142, "Goodwill and Other Intangible Assets."
SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. SFAS 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Thus, amortization of goodwill, including goodwill recorded in past
business combinations, ceased upon adoption of that Statement. The Company
adopted SFAS 142 in the first quarter of fiscal 2002 and accordingly evaluated
its existing intangible assets and goodwill that were acquired in the Medi-Ject
purchase business combination. The Company concluded that $1,935,588
representing the unamortized portion of the amount allocated to other intangible
assets on the date of adoption, should be classified as goodwill as they did not
meet the definition for separate accounting under SFAS No. 142. These amounts
were previously classified as workforce, ISO certification and clinical studies
with unamortized balances of $510,413, $271,588, and $1,153,587, at December 31,
2001. Upon adoption of SFAS 142, the Company reassessed the useful lives and
residual values of all intangible assets acquired in purchase business
combinations, and determined that there were no amortization period adjustments
necessary.
The Company adopted SFAS 141 during 2001 and adopted SFAS 142 effective January
1, 2002. As of the date of adoption of SFAS 142, after reclassification of other
intangible assets as goodwill, the Company had approximately $3,095,355 of
unamortized goodwill subject to the transition provisions of SFAS 141 and 142.
The Company is evaluating whether any impairment of goodwill may exist in
accordance with the provisions of SFAS 142. Adoption of SFAS 142 is expected to
decrease amortization expenses in 2002 by approximately $410,000 as a result of
ceasing amortization of goodwill and other intangible assets reclassified as
goodwill. For the three-month period ended March 31, 2002, the adoption of SFAS
142 reduced amortization expense by $102,396 and decreased the net loss per
common share by $0.01 per share.
For the quarters ended March 31, 2001 and 2002, the goodwill amortization,
adjusted net loss and basic and diluted loss per share are as follows:
For the Three Months Ended
March 31,
------------------------------------
2001 2002
------------- -------------
Net loss as reported ................................. $ (7,968,072) $ (2,146,640)
Addback goodwill amortization ........................ 68,264 --
------------- -------------
Adjusted net loss per share .......................... $ (7,899,808) $ (2,146,640)
============= =============
Basic and diluted loss per share:
Net loss as reported ............................. (1.14) (0.23)
Goodwill amortization ............................ 0.01 --
------------- -------------
Adjusted net loss per share ......................... $ (1.13) $ (0.23)
============= =============
For the three years ended December 31, 1999, 2000 and 2001, the goodwill
amortization, adjusted net loss and basic and diluted loss per share are as
follows:
December 31,
---------------------------------------------------
1999 2000 2001
------------- ------------- -------------
Net loss as reported ...................... $ (3,967,366) (5,260,387) (14,913,226)
Addback goodwill amortization ............. 177,963 177,963 464,434
------------- ------------- -------------
Adjusted net loss ......................... $ (3,789,403) (5,082,424) (14,537,774)
============= ============= =============
Basic and diluted loss per share:
Net loss as reported ............. $ (.92) (1.22) (1.76)
Goodwill amortization ............ .04 .04 .05
------------- ------------- -------------
Adjusted net loss per share .............. $ (.88) (1.18) (1.71)
============= ============= =============
14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is foreign exchange rate fluctuations
of the Swiss Franc to the U.S. dollar as the financial position and operating
results of the Company's subsidiaries in Switzerland are translated into U.S.
dollars for consolidation. The Company's exposure to foreign exchange rate
fluctuations also arises from transferring funds to its Swiss subsidiaries in
Swiss Francs. Most of the Company's sales and licensing fees are denominated in
U.S. dollars, thereby significantly mitigating the risk of exchange rate
fluctuations on trade receivables. The effect of foreign exchange rate
fluctuations on the Company's financial results for the quarters ended March 31,
2001 and 2002 was not material. The Company does not currently use derivative
financial instruments to hedge against exchange rate risk. Because exposure
increases as intercompany balances grow, the Company will continue to evaluate
the need to initiate hedging programs to mitigate the impact of foreign exchange
rate fluctuations on intercompany balances.
The Company's exposure to interest rate risk is limited to $1,000,000 borrowed
on March 12, 2002 and $1,000,000 borrowed on April 24, 2002 under a $2,000,000
Term Note agreement with its majority shareholder dated February 20, 2002. The
note bears interest at the three month Euribor Rate as of the date of each
advance, plus 5%. The principal and accrued interest is due on the earlier of
(i) August 20, 2002, or (ii) the closing of a private placement of equity by the
Company that results in net proceeds of $5,000,000. Due to the short-term nature
of the note, the Company's exposure to interest rate risk is not believed to be
material. The Company does not use derivative financial instruments to manage
interest rate risk. All other existing debt agreements of the Company bear
interest at fixed rates, and are therefore not subject to exposure from
fluctuating interest rates.
ITEM 4. CONTROLS AND PROCEDURES
In the quarter ended March 31, 2002, we did not make any significant changes in,
nor take any corrective actions regarding, our internal controls or other
factors that could significantly affect these controls. We periodically review
our internal controls for effectiveness and we plan to conduct an evaluation of
our disclosure controls and procedures each quarter.
15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following is filed as an exhibit to Part I of this Form 10-Q/A:
Exhibit No. Description
----------- ------------------------------------------------------------
3.1 Second Amended and Restated Articles of Incorporation as
amended to date (a)
3.2 Articles of Amendment Restating Articles of Incorporation
(g)
3.3 Second Amended and Restated Bylaws (a)
3.4 Certificate of Designations for Series A Convertible
Preferred Stock (d)
3.5 Certificate of Designations for Series B Convertible
Preferred Stock
3.6 Certificate of Designations for Series C Convertible
Preferred Stock (g)
4.1 Form of Certificate for Common Stock (a)
4.2 Stock Warrant, dated January 25, 1996, issued to Becton
Dickinson and Company (a)
4.3 Stock Option, dated January 25, 1996, issued to Becton
Dickinson and Company (a)
4.6 Preferred Stock, Option and Warrant Purchase Agreement,
dated January 25, 1996, with Becton Dickinson and Company
(a)
4.7 Warrant issued to Elan International Services, Ltd. on
November 10, 1998 (d)
4.8 Warrant issued to Grayson & Associates, Inc. on September
23, 1999 (e)
4.9 Warrant issued to Plexus Ventures, Ltd. on September 12,
2000 (g)
4.10 Form of warrant issued to: Aventic Partners AG on February
5, 2001 for 85,324 shares; Basellandschaftliche Kantonalbank
on February 5, 2001 for 85,324 shares; HCI Healthcare
Investments Limited on February 5, 2001 for 127,986 shares;
Lombard Odier & Cie on March 5, 2001 for 127,986 shares (g)
10.0 Stock Purchase Agreement with Permatec Holding AG, Permatec
Pharma AG, Permatec Technologie AG and Permatec NV with
First and Second Amendments dated July 14, 2000 (f)
10.1 Third Amendment to Stock Purchase Agreement, date January
31, 2001 (g)
10.2 Registration Rights Agreement with Permatec Holding AG dated
January 31, 2001 (g)
10.3 Registration Rights Agreement with Aventic Partners AG,
Basellandschaftliche Kantonalbank and HCI Healthcare
Investments Limited dated February 5, 2001, and Lombard
Odier & Cie dated March 5, 2001 (g)
10.4 Office/Warehouse/Showroom Lease, dated January 2, 1995,
including amendments thereto (a)
10.5 Exclusive License & Supply Agreement with Bio-Technology
General Corporation, dated December 22, 1999 (e)
10.6 Preferred Stock Purchase Agreement with Bio-Technology
General Corporation, dated December 22, 1999 (e)
10.7 Preferred Stock, Option and Warrant Purchase Agreement,
dated January 25, 1996, with Becton Dickinson and Company
(a)
10.8* Employment Agreement, dated January 31, 2001, with Franklin
Pass, M.D. (g)
10.9* Employment Agreement, dated March 12, 2001, with Roger
Harrison, Ph.D. (g)
10.10* Employment Agreement and Term and Compensation Addendum for
2000, dated May 1, 2000, with Lawrence Christian (g)
10.11* Employment Agreement and Term and Compensation Addendum for
2000, dated May 1, 2000, with Peter Sadowski (g)
10.12* Employment Agreement, dated May 31, 2000 with Dr. Dario
Carrara
10.13* 1993 Stock Option Plan (a)
10.14* Form of incentive stock option agreement for use with 1993
Stock Option Plan (a)
10.15* Form of non-qualified stock option agreement for use with
1993 Stock Option Plan (a)
10.16* 1996 Stock Option Plan, with form of stock option agreement
(a)
10.17+ Development and License Agreement with Becton Dickinson and
Company, effective January 1, 1996 (terminated January 1,
1999). See Exhibit 10.21 (a)
10.18 Office - Warehouse lease with Carlson Real Estate Company,
dated February 11, 1997 (b)
10.19* 1998 Stock Option Plan for Non-Employee Directors (c)
10.20* Letter consulting agreement dated February 20, 1998 with
Geoffrey W. Guy (c)
10.21# Agreement with Becton Dickinson dated January 1, 1999 (d)
10.22 Securities Purchase Agreement with Elan International
Services, Ltd. dated November 10, 1998 (d)
10.23# License & Development Agreement with Elan Corporation, plc,
dated November 10, 1998 (d)
10.24 2001 Stock Option Plan for Non-Employee Directors and
Consultants (h)
10.25 2001 Incentive Stock Option Plan for Employees (h)
10.26* Consulting Agreement with JG Consulting AG dated February 1,
2001
10.27 Office lease agreement with 707 Eagleview Boulevard
Associates, a Pennsylvania Partnership, dated June 18, 2001
10.28** $2,000,000 Term Note with Dr. Jacques Gonella dated February
20, 2002
10.29*** Securities Purchase Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC; AJW/New
Millennium Offshore, Ltd.; Pegasus Capital Partners, LLC;
XMark Fund, L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP;
and OTATO Limited Partnership.
10.30*** Registration Rights Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC; AJW/New
Millennium Offshore, Ltd.; Pegasus Capital Partners, LLC;
XMark Fund, L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP;
and OTATO Limited Partnership.
10.31*** Security Agreement, dated July 12, 2002, between Antares
Pharma, Inc. and AJW Partners, LLC; AJW/New Millennium
Offshore, Ltd.; Pegasus Capital Partners, LLC; XMark Fund,
L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP; and OTATO
Limited Partnership.
10.32*** Form of Secured Convertible Debenture, dated July 12, 2002.
10.33**** License Agreement with Solvay Pharmaceuticals BV, dated June
9, 1999.
10.34**** License Agreement with BioSante Pharmaceuticals, Inc., dated
June 13, 2000.
10.35**** Amendment No. 1 to License Agreement with BioSante
Pharmaceuticals, Inc., dated May 20, 2001.
10.36**** Amendment No. 2 to License Agreement with BioSante
Pharmaceuticals, Inc., dated July 5, 2001.
10.37**** Amendment No. 3 to License Agreement with BioSante
Pharmaceuticals, Inc., dated August 28, 2001.
10.38**** Amendment No. 4 to License Agreement with BioSante
Pharmaceuticals, Inc., dated August 8, 2002.
99.1 Section 906 CEO and CFO Certification
* Indicates management contract or compensatory plan or
arrangement.
** Previously filed as an Exhibit to our Form 10-Q for the period
ended March 31, 2002, filed with the SEC on May 13, 2002.
*** Previously filed as the same numbered exhibit to our Current
Report on Form 8-K filed with the SEC on July 17, 2002.
**** Previously filed as the same numbered exhibits to our amended
Annual Report on Form 10-K/A filed on September 19, 2002.
Confidential portions of this document have been redacted and
have been separately filed with the Securities and Exchange
Commission.
+ Pursuant to Rule 406 of the Securities Act of 1933, as amended,
confidential portions of Exhibit 10.17 were deleted and filed
separately with the Securities and Exchange Commission pursuant
to a request for confidential treatment, which was subsequently
granted by the Securities and Exchange Commission.
# Pursuantto Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, confidential portions of Exhibits 10.21 and 10.23 were
deleted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
(a) Incorporated by reference to the Registration Statement on Form
S-1 (File No. 333-6661), filed with the Securities and Exchange
Commission on October 1, 1996.
(b) Incorporated by reference to Form 10-K for the year ended
December 31, 1996.
(c) Incorporated by reference to Form 10-K for the year ended
December 31, 1997.
(d) Incorporated by reference to Form 10-K for the year ended
December 31, 1998.
(e) Incorporated by reference to Form 10-K for the year ended
December 31, 1999.
(f) Incorporated by reference to the Proxy Statement filed December
28, 2000.
(g) Incorporated by reference to Form 10-K for the year ended
December 31, 2000.
(h) Incorporated by reference to the Registration Statement on Form
S-8 (File No. 333-64480), filed with the Securities and Exchange
Commission on July 3, 2001.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended March
31, 2002.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized
ANTARES PHARMA, INC.
September 19, 2002 /s/ Roger G. Harrison, Ph.D.
---------------------------------------------------
Roger G. Harrison, Ph.D.
Chief Executive Officer and President
September 19, 2002 /s/ Lawrence M. Christian
---------------------------------------------------
Lawrence M. Christian
Chief Financial Officer, Vice President - Finance
and Secretary
17
Certifications
I, Roger G. Harrison, Ph. D., certify that:
1. I have reviewed this amended quarterly report on Form 10-Q/A of Antares
Pharma, Inc.;
2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this amended quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
amended quarterly report.
[Items 4, 5 and 6 omitted pursuant to the transition provisions of Release No.
34-46427.]
Date: September 19, 2002
/s/ Roger G. Harrison, Ph. D.
-----------------------------------
Roger G. Harrison, Ph. D.
Chief Executive Officer and President
I, Lawrence M. Christian, certifiy that:
1. I have reviewed this amended quarterly report on Form 10-Q/A of Antares
Pharma, Inc.;
2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this amended quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
amended quarterly report.
[Items 4, 5 and 6 omitted pursuant to the transition provisions of Release No.
34-46427.]
Date: September 19, 2002
/s/ Lawrence M. Christian
-----------------------------------
Lawrence M. Christian
Chief Financial Officer, Vice President - Finance and Secretary