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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
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: 000-30111
LEXICON GENETICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0474169
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8800 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES AND ZIP CODE)
(281) 863-3000
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.
Yes [X] No [ ]
As of October 27, 2004, 63,431,822 shares of the registrant's common
stock, par value $0.001 per share, were outstanding.
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LEXICON GENETICS INCORPORATED
TABLE OF CONTENTS
PAGE
----
FACTORS AFFECTING FORWARD-LOOKING STATEMENTS........................................ 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 2004 (unaudited) and
December 31, 2003..................................................... 3
Consolidated Statements of Operations (unaudited) - Three and Nine
Months Ended September 30, 2004 and 2003.............................. 4
Consolidated Statements of Cash Flows (unaudited) - Nine Months Ended
September 30, 2004 and 2003........................................... 5
Notes to Consolidated Financial Statements (unaudited)..................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................. 20
Item 4. Controls and Procedures.................................................... 20
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................... 20
SIGNATURES.......................................................................... 21
The Lexicon name and logo, LexVision(R) and OmniBank(R) are registered
trademarks and Genome5000(TM) and e-Biology(TM) are trademarks of Lexicon
Genetics Incorporated.
FACTORS AFFECTING FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements.
These statements relate to future events or our future financial performance. We
have attempted to identify forward-looking statements by terminology including
"anticipate," "believe," "can," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "potential," "predict," "should" or "will" or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Risk Factors," that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels or
activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are not under any duty to update any
of the forward-looking statements after the date of this quarterly report on
Form 10-Q to conform these statements to actual results, unless required by law.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LEXICON GENETICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
AS OF SEPTEMBER 30, AS OF DECEMBER 31,
2004 2003
------------------ ------------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents .............................................. $ 67,115 $ 81,915
Restricted cash ........................................................ -- 56,963
Short-term investments, including restricted investments of
$430 and $551, respectively ......................................... 30,556 22,123
Accounts receivable, net of allowance for doubtful accounts
of $75 and $109, respectively ....................................... 2,013 6,571
Prepaid expenses and other current assets .............................. 4,021 3,933
--------- ---------
Total current assets ................................................ 103,705 171,505
Property and equipment, net of accumulated depreciation
of $39,634 and $31,941, respectively ................................... 82,439 83,676
Goodwill ................................................................... 25,798 25,798
Intangible assets, net of amortization of $3,860 and $2,960, respectively .. 2,140 3,040
Other assets ............................................................... 1,050 180
--------- ---------
Total assets ........................................................ $ 215,132 $ 284,199
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................................... $ 3,929 $ 5,884
Accrued liabilities .................................................... 6,691 4,757
Current portion of deferred revenue .................................... 20,835 21,125
Current portion of long-term debt ...................................... 677 --
--------- ---------
Total current liabilities ........................................... 32,132 31,766
Deferred revenue, net of current portion ................................... 22,685 26,567
Long-term debt ............................................................. 37,120 56,344
Other long-term liabilities ................................................ 1,205 3,306
--------- ---------
Total liabilities ................................................... 93,142 117,983
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 5,000 shares authorized;
no shares issued and outstanding .................................... -- --
Common stock, $.001 par value; 120,000 shares authorized;
63,432 and 62,827 shares issued and outstanding ..................... 63 63
Additional paid-in capital ............................................. 382,525 380,995
Deferred stock compensation ............................................ (24) (899)
Accumulated deficit .................................................... (260,574) (213,943)
--------- ---------
Total stockholders' equity .......................................... 121,990 166,216
--------- ---------
Total liabilities and stockholders' equity .......................... $ 215,132 $ 284,199
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
3
LEXICON GENETICS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues:
Subscription and license fees ................... $ 1,617 $ 8,029 $ 7,732 $ 15,441
Collaborative research .......................... 11,492 4,082 27,997 13,665
Compound libraries and other .................... -- -- -- 32
-------- -------- -------- --------
Total revenues ................................ 13,109 12,111 35,729 29,138
Operating expenses:
Research and development, including stock-based
compensation of $0, $1,246, $416 and $3,801,
respectively .................................. 22,485 21,224 67,466 61,852
General and administrative, including stock-based
compensation of $0, $1,275, $411 and $3,827,
respectively .................................. 4,573 5,755 14,259 17,538
-------- -------- -------- --------
Total operating expenses .................... 27,058 26,979 81,725 79,390
-------- -------- -------- --------
Loss from operations ............................... (13,949) (14,868) (45,996) (50,252)
Interest and other income .......................... 405 386 1,194 1,170
Interest expense ................................... (833) (76) (1,829) (240)
-------- -------- -------- --------
Net loss ........................................... $(14,377) $(14,558) $(46,631) $(49,322)
======== ======== ======== ========
Net loss per common share, basic and diluted ....... $ (0.23) $ (0.24) $ (0.74) $ (0.90)
Shares used in computing net loss per common share,
basic and diluted ............................... 63,422 59,475 63,286 54,806
The accompanying notes are an integral part of these consolidated financial
statements.
4
LEXICON GENETICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2004 2003
-------- --------
Cash flows from operating activities:
Net loss ............................................................. $(46,631) $(49,322)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation ....................................................... 7,976 7,647
Amortization of intangible assets, other than goodwill ............. 900 900
Amortization of deferred stock compensation ........................ 827 7,628
Gain on disposal of property and equipment ......................... -- (19)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable ....................... 4,558 (3,744)
(Increase) decrease in prepaid expenses and other current assets . (88) 717
(Increase) decrease in other assets .............................. (870) 1,064
Increase in accounts payable and other liabilities ............... 344 3,212
Decrease in deferred revenue ..................................... (4,172) (4,181)
-------- --------
Net cash used in operating activities .......................... (37,156) (36,128)
Cash flows from investing activities:
Purchases of property and equipment .................................. (6,753) (3,744)
Proceeds from disposal of property and equipment ..................... 15 47
(Increase) decrease in restricted cash ............................... 56,963 (27,476)
Purchases of investments ............................................. (37,272) (23,849)
Maturities of investments ............................................ 28,839 65,781
-------- --------
Net cash provided by investing activities ........................ 41,792 10,759
Cash flows from financing activities:
Proceeds from issuance of common stock ............................... 1,577 50,278
Proceeds from debt borrowings ........................................ 34,000 --
Repayment of debt borrowings ......................................... (52,547) --
Repayment of other long-term liabilities ............................. (2,466) --
-------- --------
Net cash provided by (used in) financing activities .............. (19,436) 50,278
-------- --------
Net decrease in cash and cash equivalents ............................... (14,800) 24,909
Cash and cash equivalents at beginning of period ........................ 81,915 39,362
-------- --------
Cash and cash equivalents at end of period .............................. $ 67,115 $ 64,271
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest ............................................... $ 1,281 $ 4
Supplemental disclosure of non-cash investing and financing activities:
Reversal of deferred stock compensation, in connection
with stock options ................................................. $ 47 $ 92
Retirement of property and equipment ................................. $ 298 $ 431
The accompanying notes are an integral part of these consolidated financial
statements.
5
LEXICON GENETICS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Lexicon
Genetics Incorporated (Lexicon or the Company) have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). 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 adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine-month period ended September 30, 2004
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2004.
The accompanying consolidated financial statements include the accounts of
Lexicon and its subsidiaries. Intercompany transactions and balances are
eliminated in consolidation.
For further information, refer to the financial statements and footnotes
thereto included in Lexicon's annual report on Form 10-K for the year ended
December 31, 2003, as filed with the SEC.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of shares
of common stock outstanding during the applicable period. Shares associated with
stock options and warrants are not included because they are antidilutive. There
are no differences between basic and diluted net loss per share for all periods
presented.
3. STOCK-BASED COMPENSATION
Lexicon's stock-based compensation plans are accounted for under the
recognition and measurement provisions of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees, and Related
Interpretations." Under the intrinsic value method described in APB Opinion No.
25, no compensation expense is recognized if the exercise price of the employee
stock option equals the market price of the underlying stock on the date of
grant. Lexicon recognized no stock-based compensation expense during the
three-month period ended September 30, 2004, $2.5 million during the three-month
period ended September 30, 2003, and $0.8 million and $7.6 million during the
nine-month periods ended September 30, 2004 and 2003, respectively, which
expenses were primarily related to option grants made prior to Lexicon's April
2000 initial public offering. The following table illustrates the effect on net
loss and net loss per share if the fair value recognition provisions of
Financial Accounting Standards Board (FASB) No. 123 "Accounting for Stock Based
Compensation," had been applied to all outstanding and unvested awards in each
period:
6
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Net loss, as reported: ............................ $(14,377) $(14,558) $(46,631) $(49,322)
Add: Stock-based employee compensation
expense included in reported net loss .......... -- 2,521 827 7,628
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards ................................. (3,842) (6,638) (12,590) (19,684)
-------- -------- -------- --------
Pro forma net loss ................................ $(18,219) $(18,675) $(58,394) $(61,378)
======== ======== ======== ========
Net loss per common share, basic and diluted
As reported .................................... $ (0.23) $ (0.24) $ (0.74) $ (0.90)
======== ======== ======== ========
Pro forma ...................................... $ (0.29) $ (0.31) $ (0.92) $ (1.12)
======== ======== ======== ========
4. DEBT OBLIGATIONS
Genentech Loan: On December 31, 2002, Lexicon borrowed $4.0 million under
a note agreement with Genentech, Inc. The proceeds of the loan are to be used to
fund research efforts under the alliance agreement with Genentech. The note
matures on December 31, 2005, but the Company may prepay it at any time. The
Company may repay the note, at its option, in cash, in shares of common stock
valued at the then-current market price, or in a combination of cash and shares,
subject to certain limitations. The note accrues interest at an annual rate of
8%, compounded quarterly.
Mortgage Loan: In October 2000, Lexicon entered into a synthetic lease
agreement under which the lessor purchased the Company's existing laboratory and
office buildings and animal facility in The Woodlands, Texas and agreed to fund
the construction of additional facilities. Including the purchase price for the
Company's existing facilities, the synthetic lease, as amended, provided funding
of $54.8 million in property and improvements and required that the Company
maintain restricted cash or investments to collateralize these borrowings.
Lexicon adopted Financial Accounting Standards Board Interpretation No. 46, or
FIN 46, "Consolidation of Variable Interest Entities - An Interpretation of ARB
No. 51" on December 31, 2003. Lexicon determined that the lessor under the
synthetic lease was a variable interest entity as defined by FIN 46, and that
the Company absorbed a majority of the variable interest entity's expected
losses. Accordingly, the Company consolidated the variable interest entity. In
April 2004, Lexicon purchased the facilities subject to the synthetic lease,
repaying the $54.8 million funded under the synthetic lease with proceeds from a
$34.0 million third-party mortgage financing and $20.8 million in cash. The
mortgage loan has a ten-year term with a 20-year amortization and bears interest
at a fixed rate of 8.23%. As a result of the refinancing, all restrictions on
the cash and investments that had secured the obligations under the synthetic
lease were lifted.
5. COMMITMENTS AND CONTINGENCIES
In May 2002, Lexicon's subsidiary Lexicon Pharmaceuticals (New Jersey),
Inc. leased a 76,000 square-foot laboratory and office space in Hopewell, New
Jersey under an agreement which expires in June 2013. The lease provides for an
escalating yearly rent payment of $1.3 million in the first year, $2.1 million
in years two and three, $2.2 million in years four to six, $2.3 million in years
seven to nine and $2.4 million in years ten and eleven. Lexicon is the guarantor
of the obligations of its subsidiary under the lease. The Company is required to
maintain restricted investments to collateralize the Hopewell lease. As of
September 30, 2004, the Company had $430,000 in restricted investments to
collateralize a standby letter of credit for this lease.
7
6. NEW COLLABORATION AGREEMENT
Lexicon established an alliance with Takeda Pharmaceutical Company Limited
(Takeda) in July 2004 to discover new drugs for the treatment of high blood
pressure. In the collaboration, Lexicon is using its gene knockout technology to
identify drug targets that control blood pressure. Takeda will be responsible
for the screening, medicinal chemistry, preclinical and clinical development and
commercialization of drugs directed against targets selected for the alliance,
and will bear all related costs. Lexicon received an upfront payment of $12
million from Takeda for the initial, three-year term of the agreement. This
upfront payment will be recognized as revenue over the three-year contractual
service period. Takeda has the option to extend the discovery portion of the
alliance for an additional two years in exchange for further committed funding.
Takeda will make research milestone payments to Lexicon for each target selected
for therapeutic development. In addition, Takeda will make clinical development
and product launch milestone payments to Lexicon for each product commercialized
from the collaboration. Lexicon will also earn royalties on worldwide sales of
drugs commercialized by Takeda.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are a biopharmaceutical company focused on the discovery of
breakthrough treatments for human disease. We are using gene knockout technology
to systematically discover the physiological functions of genes in living
mammals, or in vivo. We generate our gene function discoveries using knockout
mice - mice whose DNA has been altered to disrupt, or "knock out," the function
of the altered gene. Our patented gene trapping and gene targeting technologies
enable us to rapidly generate these knockout mice by altering the DNA of genes
in a special variety of mouse cells, called embryonic stem cells, which can be
cloned and used to generate mice with the altered gene. We employ an integrated
platform of advanced medical technologies to systematically discover and
validate which genes, when knocked out, result in a favorable medical profile
with pharmaceutical utility. We then pursue those genes and the proteins they
encode as potential targets for therapeutic intervention in our drug discovery
programs.
We employ internal resources and drug discovery alliances to discover
potential small molecule drugs, therapeutic antibodies and therapeutic proteins
for in vivo-validated drug targets that we consider to have high pharmaceutical
value. We use our own sophisticated libraries of drug-like chemical compounds
and an industrialized medicinal chemistry platform to identify small molecule
drug candidates for our in vivo-validated drug targets. We have established
alliances with Bristol-Myers Squibb Company to discover and develop novel small
molecule drugs in the neuroscience field; Genentech, Inc. for the discovery of
therapeutic proteins and antibody targets; with Takeda Pharmaceutical Company
Limited for the discovery of new drugs for the treatment of high blood pressure;
and with Abgenix, Inc. for the discovery and development of therapeutic
antibodies based on several of our drug target discoveries. In addition, we have
established collaborations and license agreements with many other leading
pharmaceutical and biotechnology companies under which we receive fees and, in
many cases, are eligible to receive milestone and royalty payments, for access
to some of our technologies and discoveries for use in their own drug discovery
efforts.
We derive substantially all of our revenues from drug discovery alliances,
subscriptions to our databases, target validation collaborations for the
development and, in some cases, analysis of the physiological effects of genes
altered in knockout mice and technology licenses. To date, we have generated a
substantial portion of our revenues from a limited number of sources.
Our operating results and, in particular, our ability to generate
additional revenues are dependent on many factors, including our success in
establishing research collaborations and technology licenses, expirations of our
research collaborations and database subscriptions, the success rate of our
discovery efforts leading to opportunities for new research collaborations and
licenses, as well as milestone payments and royalties, the timing and
willingness of collaborators to commercialize products which may result in
royalties, and general and industry-specific economic conditions which may
affect research and development expenditures. Our future revenues from
collaborations and alliances are uncertain because our existing agreements have
fixed terms or relate to specific projects of limited duration. Our future
revenues from technology licenses are uncertain because they depend, in large
part, on securing new agreements. We do not intend to offer subscriptions to our
databases in the future. Our ability to secure future revenue-generating
agreements will depend upon our ability to address the needs of our potential
future collaborators and licensees, and to negotiate agreements that we believe
are in our long-term best interests. We may determine that our interests are
better served by retaining rights to our discoveries and advancing our
therapeutic programs to a later stage, which could limit our near-term revenues.
Because of these and other factors, our quarterly operating results have
fluctuated in the past and are likely to do so
9
in the future, and we do not believe that quarter-to-quarter comparisons of our
operating results are a good indication of our future performance.
Since our inception, we have incurred significant losses and, as of
September 30, 2004, we had an accumulated deficit of $260.6 million. Our losses
have resulted principally from costs incurred in research and development,
general and administrative costs associated with our operations, and non-cash
stock-based compensation expenses associated with stock options granted to
employees and consultants prior to our April 2000 initial public offering.
Research and development expenses consist primarily of salaries and related
personnel costs, material costs, facility costs, depreciation on property and
equipment, legal expenses resulting from intellectual property prosecution and
other expenses related to our drug discovery and LexVision programs, the
development and analysis of knockout mice and our other target validation
research efforts, and the development of compound libraries. General and
administrative expenses consist primarily of salaries and related personnel
costs for executive, finance and other administrative personnel, facility costs,
depreciation on property and equipment, professional fees and other corporate
expenses. In connection with the expansion of our drug discovery programs and
our target validation research efforts, we expect to incur increasing research
and development costs. As a result, we will need to generate significantly
higher revenues to achieve profitability.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
We recognize revenues when persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, the price is fixed and
determinable, and collectibility is reasonably assured. Payments received in
advance under these arrangements are recorded as deferred revenue until earned.
Fees for access to our databases and other target validation resources are
recognized ratably over the subscription or access period. Payments received
under target validation collaborations are recognized as revenue as we perform
our obligations related to such research to the extent such fees are
non-refundable. Upfront fees and annual research funding under our drug
discovery alliances are recognized as revenue on a straight-line basis over the
estimated period of service, generally the contractual research term, to the
extent they are non-refundable. Milestone-based fees are recognized upon
completion of specified milestones according to contract terms. Non-refundable
technology license fees are recognized as revenue upon the grant of the license,
when performance is complete and there is no continuing involvement.
Revenues recognized from multiple element contracts are allocated to each
element of the arrangement based on the relative fair value of the elements. The
determination of fair value of each element is based on objective evidence. When
revenues for an element are specifically tied to a separate earnings process,
revenue is recognized when the specific performance obligation associated with
the element is completed. When revenues for an element are not specifically tied
to a separate earnings process, they are recognized ratably over the term of the
agreement.
A change in our revenue recognition policy or changes in the terms of
contracts under which we recognize revenues could have an impact on the amount
and timing of our recognition of revenues.
Research and Development Expenses
Research and development expenses consist of costs incurred for
company-sponsored as well as collaborative research and development activities.
These costs include direct and research-related
10
overhead expenses and are expensed as incurred. Patent costs and technology
license fees for technologies that are utilized in research and development and
have no alternative future use are expensed when incurred.
Prior to preclinical development work, we are unable to segregate the
costs related to research performed on drug candidates because the drug
candidate is often not specifically identified until the later stages of our
research. When we begin the formal preclinical process in preparation for filing
an Investigational New Drug application, or IND, we intend to account on a
program by program basis for the costs related to the development of the
identified candidate. To date, we have not advanced any drug products into
formal preclinical development.
Goodwill Impairment
Goodwill is not amortized, but is tested at least annually for impairment
at the reporting unit level. We have determined that the reporting unit is the
single operating segment disclosed in our current financial statements.
Impairment is the condition that exists when the carrying amount of goodwill
exceeds its implied fair value. The first step in the impairment process is to
determine the fair value of the reporting unit and then compare it to the
carrying value, including goodwill. We determined that the market capitalization
approach is the most appropriate method of measuring fair value of the reporting
unit. Under this approach, fair value is calculated as the average closing price
of our common stock for the 30 days preceding the date that the annual
impairment test is performed, multiplied by the number of outstanding shares on
that date. A control premium, which is representative of premiums paid in the
marketplace to acquire a controlling interest in a company, is then added to the
market capitalization to determine the fair value of the reporting unit. If the
fair value exceeds the carrying value, no further action is required and no
impairment loss is recognized. Additional impairment assessments may be
performed on an interim basis if we encounter events or changes in circumstances
that would indicate that, more likely than not, the carrying value of goodwill
has been impaired.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2004 and 2003
Revenues. Total revenues and dollar and percentage changes as compared to
the corresponding period in the prior year are as follows (dollar amounts are
presented in millions):
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2004 2003
----- -----
Total revenues ........ $13.1 $12.1
Dollar increase ....... $ 1.0
Percentage increase ... 8%
- Subscription and license fees - Revenue from subscriptions and
license fees decreased 80% to $1.6 million due to decreased
technology license fees and the termination of Incyte Corporation's
subscription to our LexVision database in June 2004.
- Collaborative research - Revenue from collaborative research
increased 182% to $11.5 million primarily due to our recognition of
revenues under our neuroscience drug discovery alliance with
Bristol-Myers Squibb, which was entered into in December 2003, our
completion of a performance milestone under our therapeutic protein
and antibody target discovery alliance with Genentech and the
commencement of our hypertension drug discovery alliance with
Takeda, which was entered into in July 2004. This was
11
offset in part by a decrease in revenues from target validation
collaborations due to the scheduled conclusion of many of these
arrangements.
Research and Development Expenses. Research and development expenses and
dollar and percentage changes as compared to the corresponding period in the
prior year are as follows (dollar amounts are presented in millions):
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2004 2003
------- -------
Total research and development expense... $ 22.5 $ 21.2
Dollar increase.......................... $ 1.3
Percentage increase...................... 6%
Research and development expenses consist primarily of salaries and other
personnel-related expenses, stock-based compensation expenses, laboratory
supplies, facility and equipment costs, consulting and other services. The
change in the three months ended September 30, 2004 as compared to the
corresponding period in 2003 resulted primarily from the following costs:
- Personnel - Personnel costs increased 21% to $10.9 million primarily
due to increased personnel to support the expansion of our drug
discovery programs, merit-based pay increases for employees and
increasing employee benefit costs. Salaries, bonuses, employee
benefits, payroll taxes, recruiting and relocation costs are
included in personnel costs.
- Stock-based compensation - No stock-based compensation expense was
recorded in the three months ended September 30, 2004 as a result of
the completion, in January 2004, of the amortization of all deferred
stock compensation relating to option grants made prior to our April
2000 initial public offering.
- Laboratory supplies - Laboratory supplies expense increased 28% to
$3.9 million due primarily to increased purchases of consumables
related to our drug discovery activities.
- Facilities and equipment - Facilities and equipment costs decreased
3% to $4.9 million primarily due to the elimination of rent expense
for our facilities in The Woodlands, Texas as a result of our
consolidation of the lessor under our synthetic lease on December
31, 2003 and subsequent refinancing of those facilities and the
January 2004 expiration of the lease for our former facility in East
Windsor, New Jersey. This is offset in part, by an increase in
depreciation expense on our Woodlands facilities.
- Consulting and other services - Consulting and other services
decreased 22% to $1.4 million primarily due to the termination in
June 2004 of our subscription to a third-party database, offset in
part by an increase in third-party research costs. Consulting and
other services include subscriptions to third-party databases,
technology licenses, legal and patent fees and third-party research.
- Other - Other costs increased by 25% to $1.3 million.
12
General and Administrative Expenses. General and administrative expenses
and dollar and percentage changes as compared to the corresponding period in the
prior year are as follows (dollar amounts are presented in millions):
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2004 2003
----- -----
Total general and administrative expense. $ 4.6 $ 5.8
Dollar decrease.......................... $ 1.2
Percentage decrease...................... 21%
General and administrative expenses consist primarily of personnel costs
to support our research activities, stock-based compensation expense, facility
and equipment costs and professional fees, such as legal fees. The change in the
three months ended September 30, 2004 as compared to the corresponding period in
2003 resulted primarily from the following costs:
- Personnel - Personnel costs decreased 4% to $2.6 million. Salaries,
bonuses, employee benefits, payroll taxes, recruiting and relocation
costs are included in personnel costs.
- Stock-based compensation - No stock-based compensation expense was
recorded in the three months ended September 30, 2004 as a result of
the completion, in January 2004, of the amortization of all deferred
stock compensation relating to option grants made prior to our April
2000 initial public offering.
- Facilities and equipment - Facilities and equipment costs decreased
21% to $0.7 million primarily due to the elimination of rent expense
on our facilities in The Woodlands, Texas as a result of our
consolidation of the lessor under our synthetic lease on December
31, 2003 and subsequent refinancing of those facilities and the
January 2004 expiration of the lease for our former facility in East
Windsor, New Jersey.
- Professional fees - Professional fees increased 91% to $0.6 million
primarily due to increased legal fees.
- Other - Other costs increased 24% to $0.7 million.
Interest and Other Income. Interest and other income was $0.4 million in
both the three months ended September 30, 2004 and the corresponding period in
2003.
Interest Expense. Interest expense increased to $0.8 million in the three
months ended September 30, 2004 from $0.1 million in the corresponding period in
2003. This increase was attributable to the interest expense on the $34.0
million mortgage loan on our facilities in The Woodlands, Texas.
Net Loss and Net Loss Per Common Share. Net loss decreased 1% to $14.4
million in the three months ended September 30, 2004 from $14.6 million in the
corresponding period in 2003. Net loss per common share decreased to $0.23 in
the three months ended September 30, 2004 from $0.24 in the corresponding period
in 2003. Net loss includes stock-based compensation expense of $2.5 million in
the three months ended September 30, 2003.
Our quarterly operating results have fluctuated in the past and are likely
to do so in the future, and we believe that quarter-to-quarter comparisons of
our operating results are not a good indication of our future performance.
13
Nine Months Ended September 30, 2004 and 2003
Revenues. Total revenues and dollar and percentage changes as compared to
the corresponding period in the prior year are as follows (dollar amounts are
presented in millions):
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2004 2003
------- ------
Total revenues......................... $ 35.7 $ 29.1
Dollar increase........................ $ 6.6
Percentage increase.................... 23%
- Subscription and license fees - Revenue from subscriptions and
license fees decreased 50% to $7.7 million due to decreased
technology license fees and the termination of Incyte's subscription
to our LexVision database in June 2004.
- Collaborative research - Revenue from collaborative research
increased 105% to $28.0 million primarily due to increased revenue
under our neuroscience drug discovery alliance with Bristol-Myers
Squibb, which was entered into in December 2003, our completion of a
performance milestone under our therapeutic protein and antibody
target discovery alliance with Genentech and the commencement of our
hypertension drug discovery alliance with Takeda, which was entered
into in July 2004. This was offset in part by a decrease in revenues
from target validation collaborations due to the scheduled
conclusion of many of these arrangements.
Research and Development Expenses. Research and development expenses and
dollar and percentage changes as compared to the corresponding period in the
prior year are as follows (dollar amounts are presented in millions):
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2004 2003
------- -------
Total research and development expense.. $ 67.5 $ 61.9
Dollar increase......................... $ 5.6
Percentage increase..................... 9%
Research and development expenses consist primarily of salaries and other
personnel-related expenses, stock-based compensation expenses, laboratory
supplies, facility and equipment costs, consulting and other services. The
change in 2004 as compared to 2003 resulted primarily from the following costs:
- Personnel - Personnel costs increased 23% to $32.3 million primarily
due to increased personnel to support the expansion of our drug
discovery programs, merit-based pay increases for employees and
increasing employee benefit costs. Salaries, bonuses, employee
benefits, payroll taxes, recruiting and relocation costs are
included in personnel costs.
- Stock-based compensation - Stock based compensation expense,
primarily relating to option grants made prior to our April 2000
initial public offering, decreased 89% to $0.4 million. All deferred
stock compensation relating to these options was fully amortized as
of January 31, 2004 when these options became fully vested.
- Laboratory supplies - Laboratory supplies expense increased 31% to
$10.8 million due primarily to increased purchases of consumables,
media and compounds related to our drug discovery activities.
14
- Facilities and equipment - Facilities and equipment costs increased
1% to $15.0 million primarily due to an increase in depreciation
expense on our facilities in The Woodlands, Texas offset, in part,
by the elimination in rent expense for those facilities as a result
of our consolidation of the lessor under our synthetic lease on
December 31, 2003 and subsequent refinancing of those facilities and
the January 2004 expiration of the lease for our former facility in
East Windsor, New Jersey.
- Consulting and other services - Consulting and other services
decreased 4% to $5.2 million primarily due to the termination of our
subscription to a third-party database offset, in part, by an
increase in third-party research costs. Consulting and other
services include subscriptions to third-party databases, technology
licenses, legal and patent fees and third-party research.
- Other - Other costs increased by 16% to $3.7 million.
General and Administrative Expenses. General and administrative expenses
and dollar and percentage changes as compared to the corresponding period in the
prior year are as follows (dollar amounts are presented in millions):
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2004 2003
------- -------
Total general and administrative expense... $ 14.2 $ 17.5
Dollar decrease............................ $ 3.3
Percentage decrease........................ 19%
General and administrative expenses consist primarily of personnel costs
to support our research activities, stock-based compensation expense, facility
and equipment costs and professional fees, such as legal fees. The change in
2004 as compared to 2003 resulted primarily from the following costs:
- Personnel - Personnel costs were $8.2 million in both periods.
Salaries, bonuses, employee benefits, payroll taxes, recruiting and
relocation costs are included in personnel costs.
- Stock-based compensation - Stock based compensation expense,
primarily relating to option grants made prior to our April 2000
initial public offering, decreased 89% to $0.4 million. All deferred
stock compensation relating to these options was fully amortized as
of January 31, 2004 when these options became fully vested.
- Facilities and equipment - Facilities and equipment costs decreased
17% to $2.3 million primarily due to the elimination of rent expense
on our facilities in The Woodlands, Texas as a result of our
consolidation of the lessor under our synthetic lease on December
31, 2003 and subsequent refinancing of those facilities and the
January 2004 expiration of the lease for our former facility in East
Windsor, New Jersey.
- Professional fees - Professional fees increased 44% to $1.5 million
primarily due to increased legal fees and other consulting fees.
- Other - Other costs increased 11% to $1.9 million.
Interest and Other Income. Interest and other income was $1.2 million in
both the nine months ended September 30, 2004 and the corresponding period in
2003.
15
Interest Expense. Interest expense increased to $1.8 million in the nine
months ended September 30, 2004 from $0.2 million in the corresponding period in
2003. This increase was attributable to the interest expense on the $54.8
million funded under the synthetic lease following our consolidation of the
lessor on December 31, 2003 and, following our purchase of the facilities funded
under the synthetic lease in April 2004, the interest expense on the $34.0
million mortgage loan used in financing such purchase.
Net Loss and Net Loss Per Common Share. Net loss decreased 5% to $46.6
million in the nine months ended September 30, 2004 from $49.3 million in the
corresponding period in 2003. Net loss per common share decreased to $0.74 in
the nine months ended September 30, 2004 from $0.90 in the corresponding period
in 2003. Net loss includes stock-based compensation expense of $0.8 million and
$7.6 million in the nine months ended September 30, 2004 and 2003, respectively.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations from inception primarily through sales of
common and preferred stock, contract and milestone payments to us under our
collaboration, license and database subscription agreements, equipment financing
arrangements and leasing arrangements. From our inception through September 30,
2004, we had received net proceeds of $294.7 million from issuances of common
and preferred stock, including $203.2 million of net proceeds from the initial
public offering of our common stock in April 2000 and $50.1 million from our
July 2003 common stock offering. In addition, from our inception through
September 30, 2004, we received $208.2 million in cash payments from database
subscription and technology license fees, drug discovery alliances, target
validation collaborations, sales of compound libraries and reagents, and
government grants, of which $167.1 million had been recognized as revenues
through September 30, 2004.
As of September 30, 2004, we had $97.7 million in cash, cash equivalents
and short-term investments (including $0.4 million of restricted investments),
as compared to $161.0 million (including $57.5 million of restricted cash and
investments) as of December 31, 2003. We used cash of $37.2 million in
operations in the nine months ended September 30, 2004. This consisted primarily
of the net loss for the period of $46.6 million offset by non-cash charges of
$8.0 million related to depreciation expense, $0.9 million related to
amortization of intangible assets other than goodwill, and $0.8 million related
to stock-based compensation expense; a $4.2 million decrease in deferred
revenue; and changes in other operating assets and liabilities of $3.9 million.
Investing activities provided cash of $41.8 million in the nine months ended
September 30, 2004, principally as a result of the April 2004 refinancing of our
synthetic lease with a conventional mortgage loan (discussed in the following
paragraph), which resulted in the elimination of all restrictions on the $57.0
million of restricted cash that had secured our obligations under the synthetic
lease. This was offset by $8.4 million of net purchases of short-term
investments. We used cash of $19.4 million in financing activities. This
consisted of the repayment of $54.8 million in obligations outstanding under the
synthetic lease and principal repayments of $0.2 million on the mortgage loan,
offset by cash proceeds of $34.0 million from the mortgage loan and $1.6 million
from stock option exercises.
In October 2000, we entered into a synthetic lease agreement under which
the lessor purchased our existing laboratory and office buildings and animal
facility in The Woodlands, Texas and agreed to fund the construction of
additional facilities. Including the purchase price for our existing facilities,
the synthetic lease, as amended, provided funding of $54.8 million in property
and improvements. We consolidated the lessor under our synthetic lease upon
adoption of Financial Accounting Standards Board Interpretation No. 46 on
December 31, 2003. In April 2004, we purchased these facilities from the lessor.
In connection with such purchase, we repaid the $54.8 million funded under the
synthetic lease with proceeds from a $34.0 million third-party mortgage
financing and $20.8 million in cash. The mortgage
16
loan has a ten-year term with a 20-year amortization and bears interest at a
fixed rate of 8.23%. As a result of the refinancing, all restrictions on the
cash and investments that had secured our obligations under the synthetic lease
were eliminated, leaving a total of $430,000 in restricted investments related
to our New Jersey facility.
In May 2002, our subsidiary Lexicon Pharmaceuticals (New Jersey), Inc.
signed a ten-year lease for a 76,000 square-foot facility in Hopewell, New
Jersey. The term of the lease extends until June 30, 2013. The lease provides
for an escalating yearly base rent payment of $1.3 million in the first year,
$2.1 million in years two and three, $2.2 million in years four to six, $2.3
million in years seven to nine and $2.4 million in years ten and eleven. We are
the guarantor of the obligations of our subsidiary under the lease.
In December 2002, we borrowed $4.0 million under a note agreement with
Genentech. The proceeds of the loan are to be used to fund research efforts
under our alliance with Genentech for the discovery of therapeutic proteins and
antibody targets. The note matures on or before December 31, 2005, but we may
prepay it at any time. We may repay the note, at our option, in cash, in shares
of our common stock valued at the then-current market value, or in a combination
of cash and shares, subject to certain limitations. The note accrues interest at
an annual rate of 8%, compounded quarterly.
In July 2004, we established an alliance with Takeda Pharmaceutical
Company Limited (Takeda) to discover new drugs for the treatment of high blood
pressure. We received an upfront payment of $12 million from Takeda for the
initial, three-year term of the agreement. Takeda has the option to extend the
discovery portion of the alliance for an additional two years in exchange for
further committed funding. Takeda will make research milestone payments to us
for each target selected for therapeutic development. In addition, Takeda will
make clinical development and product launch milestone payments to us for each
product commercialized from the collaboration. We will also earn royalties on
worldwide sales of drugs commercialized by Takeda.
Our future capital requirements will be substantial and will depend on
many factors, including our ability to obtain alliance, collaboration and
technology license agreements, the amount and timing of payments under such
agreements, the level and timing of our research and development expenditures,
market acceptance of our products, the resources we devote to developing and
supporting our products and other factors. Our capital requirements will also be
affected by any expenditures we make in connection with license agreements and
acquisitions of and investments in complementary technologies and businesses. We
expect to devote substantial capital resources to continue our research and
development efforts, to expand our support and product development activities,
and for other general corporate activities. We believe that our current
unrestricted cash and investment balances and revenues we expect to derive from
drug discovery alliances, technology licenses and target validation
collaborations will be sufficient to fund our operations at least through the
next two years. During or after this period, if cash generated by operations is
insufficient to satisfy our liquidity requirements, we will need to sell
additional equity or debt securities or obtain additional credit arrangements.
Additional financing may not be available on terms acceptable to us or at all.
The sale of additional equity or convertible debt securities may result in
additional dilution to our stockholders.
DISCLOSURE ABOUT MARKET RISK
We are exposed to limited market and credit risk on our cash equivalents,
which have maturities of three months or less at the time of purchase. We
maintain a short-term investment portfolio which consists of U.S. government
agency debt obligations, investment grade commercial paper, corporate debt
securities and certificates of deposit that mature within twelve months, which
we believe are subject to
17
limited market and credit risk. We currently do not hedge interest rate exposure
or hold any derivative financial instruments in our investment portfolio.
We have operated primarily in the United States and substantially all
sales to date have been made in U.S. dollars. Accordingly, we have not had any
material exposure to foreign currency rate fluctuations.
RISK FACTORS
Our business is subject to certain risks and uncertainties, including
those referenced below:
Risks Related to Our Business
- we have a history of net losses, and we expect to continue to incur net
losses and may not achieve or maintain profitability
- we will need additional capital in the future and, if it is not available,
we will have to curtail or cease operations
- any sale of additional equity securities in the future may be dilutive to
our stockholders
- we are an early-stage company, and we may not successfully develop or
commercialize any therapeutics or drug targets that we have identified
- we face substantial competition in the discovery of the DNA sequences of
genes and their functions and in our drug discovery and product
development efforts
- we rely heavily on our collaborators to develop and commercialize
pharmaceutical products based on genes that we identify as promising
candidates for development as drug targets and our collaborators' efforts
may fail to yield pharmaceutical products on a timely basis, if at all
- we rely on several key collaborators for a significant portion of our
revenues, the loss of any of which would negatively impact our business to
the extent such losses are not offset by additional collaborators
- cancellations by or conflicts with our collaborators could harm our
business
- we may be unsuccessful in developing and commercializing pharmaceutical
products on our own
- we lack the capability to manufacture compounds for preclinical studies,
clinical trials or commercial sales and will rely on third parties to
manufacture our potential products, which may harm or delay our product
development and commercialization efforts
- we may engage in future acquisitions, which may be expensive and time
consuming and from which we may not realize anticipated benefits
- if we lose our key personnel or are unable to attract and retain
additional personnel, we may be unable to pursue collaborations or develop
our own products
- because all of our target validation operations are located at a single
facility, the occurrence of a disaster could significantly disrupt our
business
18
- our quarterly operating results have been and likely will continue to
fluctuate, and we believe that quarter-to-quarter comparisons of our
operating results are not a good indication of our future performance
Risks Related to Our Industry
- our ability to patent our inventions is uncertain because patent laws and
their interpretation are highly uncertain and subject to change
- our patent applications may not result in enforceable patent rights and,
as a result, the protection afforded to our scientific discoveries may be
insufficient
- if other companies and institutions obtain patents relating to our drug
target or product candidate discoveries, we may be unable to obtain
patents for our inventions based upon those discoveries and may be blocked
from using or developing some of our technologies and products
- issued or pending patents may not fully protect our discoveries, and our
competitors may be able to commercialize technologies or products similar
to those covered by our issued or pending patents
- we may be involved in patent litigation and other disputes regarding
intellectual property rights and may require licenses from third parties
for our discovery and development and planned commercialization
activities, and we may not prevail in any such litigation or other dispute
or be able to obtain required licenses
- we use intellectual property that we license from third parties, and if we
do not comply with these licenses, we could lose our rights under them
- we have not sought patent protection outside of the United States for some
of our inventions, and some of our licensed patents only provide coverage
in the United States, and as a result, our international competitors could
be granted foreign patent protection with respect to our discoveries
- we may be unable to protect our trade secrets
- our efforts to discover, evaluate and validate potential targets for drug
intervention and our drug discovery programs are subject to evolving data
and other risks inherent in the drug discovery process
- our industry is subject to extensive and uncertain government regulatory
requirements, which could significantly hinder our ability, or the ability
of our collaborators, to obtain, in a timely manner or at all, government
approval of products based on genes that we identify, or to commercialize
such products
- if our potential products receive regulatory approval, we or our
collaborators will remain subject to extensive and rigorous ongoing
regulation
- the uncertainty of pharmaceutical pricing and reimbursement may decrease
the commercial potential of any products that we or our collaborators may
develop and affect our ability to raise capital
- we use hazardous chemicals and radioactive and biological materials in our
business; any disputes relating to improper handling, storage or disposal
of these materials could be time consuming and costly
19
- we may be sued for product liability
- public perception of ethical and social issues may limit or discourage the
use of our technologies, which could reduce our revenues
For additional discussion of the risks and uncertainties that affect our
business, see "Item 1. Business - Risk Factors" included in our annual report on
Form 10-K for the year ended December 31, 2003, as filed with the Securities and
Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Disclosure about Market Risk" under "Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations" for quantitative
and qualitative disclosures about market risk.
ITEM 4. CONTROLS AND PROCEDURES
Lexicon's chief executive officer and chief financial officer have
concluded that the Company's disclosure controls and procedures (as defined in
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and
15d-15(e)) are sufficiently effective to ensure that the information required to
be disclosed by the Company in the reports it files under the Exchange Act is
gathered, analyzed and disclosed with adequate timeliness, accuracy and
completeness, based on an evaluation of such controls and procedures as of the
end of the period covered by this report.
Subsequent to the Company's evaluation, there were no significant changes
in internal controls or other factors that could significantly affect internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
+10.1 -- Collaboration Agreement, dated July 27, 2004, with Takeda
Pharmaceutical Company Limited
10.2 -- Form of Stock Option Agreement with Officers under the 2000
Equity Incentive Plan
10.3 -- Form of Stock Option Agreement with Directors under the 2000
Non-Employee Directors' Stock Option Plan
31.1 -- Certification of CEO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 -- Certification of CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 -- Certification of CEO and CFO Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- ----------
+ Confidential treatment has been requested for a portion of this exhibit.
The confidential portions of this exhibit have been omitted and filed
separately with the Securities and Exchange Commission
20
(b) Reports on Form 8-K:
On July 29, 2004, we filed a Current Report on Form 8-K dated July
29, 2004 related to our issuance of a press release reporting our financial
results for the quarter ended June 30, 2004, which press release included our
consolidated balance sheet data and consolidated statements of operations data
for the periods.
21
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.
LEXICON GENETICS INCORPORATED
Date: November 1, 2004 By: /s/ Arthur T. Sands
--------------------------------
Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer
Date: November 1, 2004 By: /s/ Julia P. Gregory
--------------------------------
Julia P. Gregory
Executive Vice President, Corporate Development
and Chief Financial Officer
22
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
+10.1 -- Collaboration Agreement, dated July 27, 2004, with Takeda
Pharmaceutical Company Limited
10.2 -- Form of Stock Option Agreement with Officers under the 2000
Equity Incentive Plan
10.3 -- Form of Stock Option Agreement with Directors under the 2000
Non-Employee Directors' Stock Option Plan
31.1 -- Certification of CEO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 -- Certification of CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 -- Certification of CEO and CFO Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- ----------
+ Confidential treatment has been requested for a portion of this exhibit.
The confidential portions of this exhibit have been omitted and filed
separately with the Securities and Exchange Commission.