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Quotes & Info
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| MIPI > SEC Filings for MIPI > Form 10-Q on 14-Nov-2008 | All Recent SEC Filings |
14-Nov-2008
Quarterly Report
We expect to incur significant operating losses for the next several years.
Research and development expenses relating to our clinical and pre-clinical
product candidates will continue to increase. In particular, we expect to incur
increased development costs in connection with our ongoing and expected
development efforts and clinical trials for Zemiva, Azedra, Onalta, Solazed and
Trofex. We expect general and administrative expense to increase as we prepare
for the commercialization of our product candidates, and as we further improve
our corporate administration to fulfill our responsibilities as a public
company.
Financial Operations Overview
Revenue-Research and Development Grants.
Our revenue to date has been derived from National Institutes of Health, or
NIH, grants. We have not had any product sales and do not expect product sales
in the near future. In the future, we expect our revenue to consist of product
sales and payments from collaborative or strategic relationships, as well as
from additional grants. Funding of government grants is subject to government
approvals, and all of our government contracts contain provisions which make
them terminable at the convenience of the government. The government could
terminate, reduce or delay the funding under any of our grants at any time.
Accordingly, there is no assurance that we will receive funding of any grants
that we may be awarded, including the approximately $1.1 million remaining
portion of grants that we had been awarded as of September 30, 2008. In the
event we are not successful in obtaining any new government grants or extensions
to existing grants, our research and development efforts could be adversely
affected.
Research and Development Expense.
Research and development expense consists of expenses incurred in developing
and testing product candidates. These expenses consist primarily of salaries and
related expenses for employees, as well as fees for consultants engaged in
research and development activities, fees paid to professional service providers
for monitoring our clinical trials and for acquiring and evaluating clinical
trial data, costs of contract manufacturing services and materials used in
clinical trials, depreciation of capital assets used to develop our product
candidates, and facilities operating costs. We expense research and development
costs as incurred. Certain research and development activities are partially
funded by NIH grants described above. All costs related to such grants are
included in research and development costs. We believe that significant
investment in product development is necessary and plan to continue these
investments as we seek to develop our product candidates and proprietary
technologies.
We do not know if we will be successful in developing our drug candidates.
While we expect that expenses associated with the completion of our current
clinical programs would be substantial, we believe that such expenses are not
reasonably certain at this time. The future timing and amount of these
development expenses will depend upon the costs associated with potential future
clinical trials of our drug candidates, and the related expansion of our
research and development organization, regulatory requirements, the advancement
of our preclinical programs and product manufacturing costs, many of which
cannot be determined with accuracy at this time based on our stage of
development. This is due to the numerous risks and uncertainties associated with
the duration and cost of clinical trials, including regulatory requirements for
government approvals, which can vary significantly over the life of a project as
a result of unanticipated events arising during clinical development, including
with respect to:
• the number of clinical sites included in the trial;
• the length of time required to enroll suitable subjects;
• the number of subjects that ultimately participate in the trials;
• the efficacy and safety results of our clinical trials; and
• the number of additional clinical trials that may be required as part of the government approval process.
Our expenditures are subject to additional uncertainties, including the terms and timing of regulatory approvals and the expense of filing, prosecuting, defending or enforcing any patent claims or other intellectual property rights.
In addition, we may obtain unexpected or unfavorable results from our clinical
trials. We may elect to discontinue, delay or modify clinical trials of some
drug candidates or focus on others. A change in the outcome of any of the
foregoing variables in the development of a drug candidate could mean a
significant change in the costs and timing associated with the development of
that drug candidate. For example, if the FDA or other regulatory authority were
to require us to conduct clinical trials beyond those that we currently
anticipate, or if we experience significant delays in any of our clinical
trials, we would be required to expend significant additional financial
resources and time on the completion of clinical development. Additionally,
future commercial and regulatory factors beyond our control will evolve over
time, which will impact our clinical development programs and plans.
Beyond our three lead drug candidates, we anticipate that we will select drug
candidates and research projects for further development on an ongoing basis in
response to the preclinical and clinical success, as well as the commercial
potential of such drug candidates.
General and Administrative Expense.
General and administrative expense consists primarily of salaries and other
related costs for personnel in executive, finance, accounting, SEC reporting,
information technology and human resource functions. Other costs include
facility costs not otherwise included in research and development expense, legal
fees relating to patent and corporate matters and fees for accounting consulting
services.
Stock-Based Compensation Expense.
Operating expenses include stock-based compensation expense, which results
from the issuance of stock-based awards, such as options and restricted stock to
employees, members of our Board of Directors and consultants in lieu of cash
consideration for services received. On January 1, 2006 we adopted SFAS
No. 123(R) to account for stock-based awards. We use the fair value method of
accounting for all other awards. Compensation expense for options and restricted
stock granted to employees and non-employees is classified either as research
and development expense or general and administrative expense based on the job
function of the individual receiving the grant. These costs which total $528,800
and $961,733 for the three months ended September 30, 2007 and September 30,
2008, respectively, and $1,478,000 and $2,437,053 for the nine months ended
September 30, 2007 and September 30, 2008, respectively, are included in the
Statements of Operations.
Other (Expense) Income, Net.
Other (expense) income, net includes interest income and interest expense.
Interest income consists of interest earned on our cash, cash equivalents and
short and long term investments. Interest expense during 2008 is a non-cash
expense relating to the Bond interest, which includes the paid-in-kind Bonds
issued to the bondholders in lieu of cash interest payments, the amortization of
Bond financing expenses and the amortization of the Bond discount.
Significant Accounting Policies
The preparation of consolidated financial statements and related disclosures
in conformity with accounting principles generally accepted in the United States
of America requires management to make judgments, assumptions and estimates that
affect our reported amounts of assets, revenues and expenses, as well as related
disclosure of contingent assets and liabilities.
There have been no significant changes in our critical accounting policies,
except for those listed below, since December 31, 2007 as described in the
discussion of critical accounting policies in our Annual Report on Form 10-K for
the year ended December 31, 2007.
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 157, Fair Value Measurements ("SFAS No. 157") as of January 1, 2008. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. This change resulted in no impact to January 1, 2008
accumulated deficit.
In conjunction with the adoption of SFAS No. 157, the Company adopted SFAS
No. 159 The Fair Value Option for Financial Assets and Financial Liabilities, as
of January 1, 2008. SFAS No. 159 provides an option for most financial assets
and liabilities to be reported at fair value on an instrument-by-instrument
basis with changes in fair value reported in earnings. After initial adoption,
the election is made at the acquisition of a financial asset, financial
liability, or a firm commitment and it may not be revoked. The Company has not
elected to report any other financial instruments and other items at fair value
as permitted by SFAS No. 159. The adoption of this Statement therefore had no
impact to January 1, 2008 retained earnings or the Company's financials
statements through September 30, 2008.
In December 2007, the Emerging Issues Task Force (EITF) issued EITF Issue
No. 07-1, Accounting for Collaborative Arrangements. EITF Issue No. 07-1
provides guidance concerning: determining whether an arrangement constitutes a
collaborative arrangement within the scope of the Issue; how costs incurred and
revenue generated on sales to third parties should be reported in the income
statement; how an entity should characterize payments on the income statement;
and what participants should disclose in the notes to the financial statements
about a collaborative arrangement. The provisions of EITF Issue No. 07-1 were
adopted as of January 1, 2008, which did not have a significant impact on the
financial statements.
In June 2007, the EITF issued EITF Issue No. 07-3, Accounting for
Nonrefundable Advance Payments for Goods or Services to be Used in Future
Research and Development Activities. EITF Issue No. 07-3 provides guidance
concerning the accounting for non-refundable advance payments for goods and
services that will be used in future research and development activities and
requires that they be expensed when the research and development activity has
been performed, and not at the time of payment. The provisions of EITF Issue
No. 07-3 were adopted as of January 1, 2008, which did not have a significant
impact on the financial statements.
In March 2008, the Financial Accounting Standards Board issued FASB Statement
No. 161 Disclosures About Derivative Instruments and Hedging Activities. This
standard is intended to improve financial reporting about derivative instruments
and hedging activities by enhanced disclosures to better understand their
effects on a company's financial position, results of operations and cash flows.
This standard is effective for interim and annual financial statements beginning
after November 15, 2008. The Company has not yet determined the impact of this
new standard on its financial statements.
Results of Operations
Three Months Ended September 30, 2008 Compared to Three Months Ended
September 30, 2007
Revenue - Research and Development Grants.
Revenue decreased by $0.25 million, or 78%, to $0.06 million for the three
months ended September 30, 2008 from $0.32 million for the three months ended
September 30, 2007. The Company receives funding under various Research and
Development grants. The decrease is primarily due to the timing of grant related
activities.
Research and Development Expense.
Research and development expense increased approximately $2.1 million, or
21%, to $11.9 million for the three months ended September 30, 2008 from
$9.8 million for the three months ended September 30, 2007. Key components of
this spending increase were the growth in the research and development staff
which totaled $0.9 million including wages, benefits and other expenses and a
growth of $1.3 million in clinical trial costs.
The following table summarizes (in thousands), the expenditures by program:
Three months ended
September 30, September 30,
Program 2007 2008
Azedra and Ultratrace platform $ 1,920 $ 3,359
Onalta 775 776
Solazed 251 211
Trofex 322 466
Zemiva 3,344 2,703
Other Platform and general R&D programs 3,150 4,352
Total R&D expenses, including related party R&D $ 9,762 $ 11,867
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The major reasons for the Q3 increase of $2.1 million in R&D program spending
over the third quarter 2007 are as follows:
• Azedra's expenses increased by approximately $1.4 million due mainly to
increased clinical trial activity of $0.4 million, manufacturing increases
of $0.2 million to support the clinical trials and pre-clinical testing of
$0.8 million.
• Trofex program expenses represented a year over year increase of $0.1 million.
As clinical sites are initiated and patients are enrolled in our clinical
programs, we anticipate incurring increased costs from professional clinical
trials service firms helping to support the clinical programs by performing
independent clinical monitoring, data acquisition and data evaluation. We also
anticipate incurring increased costs related to the hiring of additional
research and development and clinical trials personnel, and increased costs
associated with production and distribution of clinical trials' material. We
also expect that our research and development expense will increase as we pursue
the identification and development of other product candidates, which we plan to
fund through our own resources or through strategic collaborations.
General and Administrative Expense.
General and administrative expense increased $3.8 million, or 90%, to
$8.0 million for the three months ended September 30, 2008 from $4.2 million for
the three months ended September 30, 2007. The major increases were $2.0 million
for consulting costs and outside services (which includes $1.1 million for the
issuance of a warrant grant for consulting services), to support corporate
strategy and financial management, Sarbanes-Oxley compliance, information
technology and corporate administration, $1.0 million for compensation,
benefits, and expenses associated with staffing increases required as a public
company, $0.5 million for Chief Executive Officer severance expense and
$0.2 million for facilities costs.
Other (Expense) Income, Net.
Other expense, net increased $5.4 million to $4.9 million for the three
months ended September 30, 2008 from other income, net of $0.4 million for the
three months ended September 30, 2007. During the third quarter of 2007 and
2008, interest expense was $0.04 million and $6.1 million, respectively,
partially offset by interest income of $0.5 million and $1.1 million,
respectively. The increase in interest expense of $6.0 million for the third
quarter of 2008, compared to the third quarter of 2007, was due to the
payment-in-kind interest accrued of $4.5 million on the $150 million Senior
Secured Floating Rate Bonds. The increase in interest income in the current
quarter was the result of the increased level of invested funds received from
the cash proceeds from these Bonds.
Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30,
2007
Revenue - Research and Development Grants.
Revenue declined by approximately $0.3 million, or 50%, to $0.2 million for
the nine months ended September 30, 2008 from $0.6 million for the nine months
ended September 30, 2007. The Company receives funding under various Research
and Development grants. The decrease is primarily due to the timing of grant
related activities.
Research and Development Expense.
Research and development expense increased approximately $4.9 million, or
18%, to $32.0 million for the nine months ended September 30, 2008 from
$27.1 million for the nine months ended September 30, 2007. Excluding
expenditures of $3.75 million incurred in the first nine months of 2007 for the
Onalta and Solazed license and technology transfer agreements, total R&D
spending increased $8.6 million for the nine months ended September 30, 2008.
The following table summarizes (in thousands), the expenditures by program:
Nine months ended
September 30, September 30,
Program 2007 2008
Azedra and Ultratrace platform $ 5,523 $ 7,369
Onalta 3,530 1,633
Solazed 1,564 1,025
Trofex 734 1,241
Zemiva 7,476 8,950
Other Platform and general R&D programs 8,303 11,768
Total R&D expenses, including related party R&D $ 27,130 $ 31,986
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The overall increase of $4.9 million for the nine months year-to-date ending
September 30, 2008 is attributable to the following:
• Zemiva's program expenses increased by approximately $1.5 million to fully
capture patient costs in the ongoing clinical trial, causing increases in
trial costs ($0.3 million), as well as manufacturing costs that support the
trials ($1.2 million).
• Trofex spending increased $0.5 million over 2007 due to costs pertaining to an ongoing Phase I clinical trial during Q3.
• Solazed program expenses increased $0.5 million after excluding a $1.0 million acquisition fee for a license from Bayer in the first quarter of 2007. Pre-clinical trial testing costs of $0.4 million drove this increase.
• Onalta program expenses increased $0.9 million after exclusion of the $2.75
million license fee incurred in early 2007. Increased trial costs
($0.1 million) and the supporting manufacturing costs ($0.3 million)
contributing to the increase, as well as increased personnel costs
($0.2 million) and sponsored research ($0.2 million).
• Azedra and Ultratrace increased approximately $1.8 million which is mainly attributable to increased clinical trials costs.
• General R&D program and staffing related costs increased $0.5 million for wages, benefits and other expenses.
The Company and Certus International, Inc. entered into a Clinical Research
and Consulting Master Services Agreement effective August 22, 2004 (the "Certus
Agreement"). Effective February 15, 2008, the Company and Certus entered into a
Settlement Agreement and Release to discontinue this contractual relationship
upon mutually agreeable terms. The termination of this agreement resulted in the
reversal of previously recorded research and development expense of $0.5 million
in the first quarter of 2008.
As clinical sites are initiated and patients are enrolled in our clinical
programs, we anticipate incurring increased costs from professional clinical
trials service firms helping to support the clinical programs by performing
independent clinical monitoring, data acquisition and data evaluation. We also
anticipate incurring increased costs related to the hiring of additional
research and development and clinical trials personnel, and increased costs
associated with production and distribution of clinical trials' material. We
also expect that our research and development expense will increase as we pursue
the identification and development of other product candidates, which we plan to
fund through our own resources or through strategic collaborations.
General and Administrative Expense.
General and administrative expense increased $7.8 million, or 67%, to
$19.5 million for the nine months ended September 30, 2008 from $11.7 million
for the nine months ended September 30, 2007. The major increases were
$2.3 million for compensation, benefits, and expenses associated with staffing
increases required as a public company, $0.5 million for Chief Executive Officer
severance expense, $2.7 million for consulting costs and outside services (which
includes $1.1 million for the issuance of the warrant) to support corporate
strategy and financial management, Sarbanes-Oxley compliance, information
technology and corporate administration, $0.7 million for accounting fees
associated with auditing and external reporting, $0.6 million for marketing and
communications costs related to the Company's key products candidates' branding
initiatives, $0.5 million for legal expenses associated with corporate
administration and product patents and $0.4 million for other functional spend.
Other (Expense) Income, Net.
Other expense, net increased $14.3 million to $14.2 million for the nine
months ended September 30, 2008 from other income, net of $0.1 million for the
nine months ended September 30, 2007. During the first nine months of 2007 and
2008, interest expense was $1.5 million and $17.7 million, respectively,
partially offset by interest income of $1.6 million and $3.5 million,
respectively. The increase in interest expense of $16.2 million for the first
three quarters of 2008, compared to the first three quarters of 2007, was
principally due to interest of $13.4 million on the $150.0 million Senior
Secured Floating Rate Bonds. The increase in interest income in the current
quarter was the result of the increased level of invested funds received from
the cash proceeds from these Bonds.
Redeemable Convertible Preferred Stock Dividends and Accretion of Issuance
Costs.
There was no Redeemable Convertible Preferred Stock in the first three
quarters of 2008 because those securities were converted to common stock on
February 1, 2007 in connection with our Initial Public Offering of common stock.
Redeemable Convertible Preferred Stock's first quarter 2007 dividends and
accretion of issuance costs were $1.4 million.
Liquidity and Capital Resources
The Company has funded its operations from inception on January 10, 1997
through September 30, 2008 mainly through the issuance of bonds and warrants,
. . .
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