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| HPTX > SEC Filings for HPTX > Form 10-K on 25-Feb-2013 | All Recent SEC Filings |
25-Feb-2013
Annual Report
The following management's discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes that appear elsewhere in this Annual Report on Form 10-K. "This Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties. Please see "Special Note Regarding Forward-Looking Statements" for additional factors relating to such statements, and see "Risk Factors" in Item 1 of this report for a discussion of certain risk factors applicable to our business, financial condition, and results of operations. Operating results are not necessarily indicative of results that may occur in future periods."
Overview
We are a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat disorders in the areas of orphan diseases and hepatology. We have developed our product, Ravicti (glycerol phenylbutyrate), to treat most urea cycle disorders ("UCD") and are developing Ravicti to treat hepatic encephalopathy ("HE"), two different diseases in which blood ammonia is elevated. UCD are inherited rare genetic diseases caused by a deficiency of one or more enzymes or protein transporters that constitute the urea cycle, which in a healthy individual removes ammonia through the conversion of ammonia to urea. HE may develop in some patients with liver scarring, known as cirrhosis, or acute liver failure and is a chronic disease which fluctuates in severity and may lead to serious neurological damage. On February 1, 2013, the U.S. Food and Drug Administration ("FDA"), granted approval of Ravicti for use as a nitrogen-binding agent for chronic management of UCD in adult and pediatric patients greater than two years of age who cannot be managed by dietary protein restriction and/or amino acid supplementation alone. Limitations of use include treatment of patients with acute hyperammonemia ("HA") crises for whom urgent intervention is typically necessary, patients with N-acetylglutamate synthetase deficiency for whom the safety and efficacy of Ravicti has not been established, and UCD patients under two months of age for whom Ravicti is contraindicated due to uncertainty as to whether newborns, who may have immature pancreatic function, can effectively digest Ravicti. We currently expect to commercially launch Ravicti by the end of April 2013.
We originally obtained rights to develop Ravicti in 2007 pursuant to a collaboration agreement with Ucyclyd Pharma, Inc. ("Ucyclyd"), a wholly owned subsidiary of Medicis Pharmaceutical Corporation, which became a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc. on December 11, 2012. In March 2012, we purchased the worldwide rights to Ravicti for an upfront payment of $6.0 million, future payments based upon the achievement of regulatory milestones in indications other than UCD, sales milestones, and mid to high single digit royalties on global net sales of Ravicti. Pursuant to an amended and restated collaboration agreement (the "restated collaboration agreement"), with Ucyclyd entered into in March 2012, we have an option to purchase all of Ucyclyd's worldwide rights in BUPHENYL and AMMONULฎ (sodium phenylacetate and sodium benzoate) injection 10%/10%, the only adjunctive therapy currently FDA-approved for the treatment of HA crises in UCD patients, for an upfront payment of $22.0 million, plus subsequent milestone and royalty payments. We are permitted to exercise this option until May 2, 2013. To fund this upfront payment, we may draw on a loan commitment from Ucyclyd, which loan would be payable over eight quarters. If we exercise our option, Ucyclyd has a time-limited option to retain AMMONUL at a purchase price of $32.0 million. If Ucyclyd exercises its option and retains AMMONUL, the upfront purchase price for Ucyclyd's worldwide rights to BUPHENYL will be $19.0 million resulting in a net payment from Ucyclyd to us of $13.0 million upon close of the transaction. We anticipate exercising our diligence rights provided for in the Restated Collaboration Agreement with regards to BUPHENYL and AMMONUL in March 2013. The outcome of this diligence will be the basis for our determination as to whether or not to exercise the option.
We are a development stage company and have incurred net losses since our inception. As of December 31, 2012, we had a deficit accumulated during the development stage of $139.0 million. We recorded net losses of $32.3 million, $29.4 million, and $25.5 million during years ended December 31, 2012, 2011 and 2010, respectively. We anticipate that a substantial portion of our capital resources and efforts in the foreseeable future
will be focused on completing the development and obtaining regulatory approval of Ravicti in HE and preparing for the commercialization of Ravicti in UCD and, if purchased from Ucyclyd, BUPHENYL and AMMONUL. In addition, any future acquisitions of products or product candidates may require additional capital and personnel.
On July 31, 2012, we completed our initial public offering ("IPO") and issued 5,000,000 shares of our common stock at an initial offering price of $10.00 per share. We sold an additional 750,000 shares of common stock directly to our underwriters when they exercised their over-allotment option in full at the initial offering price of $10.00 per share. Our shares began trading on the NASDAQ Global Market on July 26, 2012. We received net proceeds from the IPO of $51.3 million, after deducting underwriting discounts and commissions of $4.0 million and expenses of $2.2 million.
Prior to our IPO, substantially all of our operations were funded through the private placement of equity securities and convertible debt. Through December 31, 2012, we have raised net cash proceeds of approximately $66.1 million from the sale of convertible preferred stock and $15.3 million from the issuance of convertible notes, which subsequently converted into shares of convertible preferred stock. Additionally, during 2011 and the first quarter of 2012, we issued approximately $32.5 million of convertible notes.
In April 2012, our Phase II HE trial data was unblinded and the trial met its primary endpoint, which was to demonstrate that the proportion of patients experiencing an HE event was significantly lower on Ravicti versus placebo, both administered in addition to a standard of care, including lactulose and/or rifaximin. We expect our research and development expenses to increase when we initiate a Phase III trial of Ravicti in HE. We will likely incur significant commercial, sales, marketing and outsourced manufacturing expenses in connection with the commercialization of Ravicti in UCD. These increased expenses include payroll related expenses as we add employees in the commercial and regulatory departments, costs related to the initiation and operation of our distribution network, and marketing costs and general infrastructure expenses as we expand our organization. Accordingly, we expect to continue to incur significant and increasing operating losses for the foreseeable future.
Financial Overview
Revenue
We have generated no revenue from the sale of any products in the last four years, and we do not expect to generate any revenue unless or until we commercialize Ravicti, or exercise the option to purchase Ucyclyd's worldwide rights to and commercialize BUPHENYL and AMMONUL, subject to Ucyclyd's option to retain AMMONUL.
For the period from inception to December 31, 2012, we generated limited revenue from the promotion of BUPHENYL and AMMONUL during 2007 and 2008, and earned no other revenue.
Research and Development Expenses
Since our inception, we have focused on our clinical development programs. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:
salaries and related expenses for personnel, including expenses related to stock options or other stock-based compensation granted to personnel in development functions;
fees paid to clinical consultants, clinical trial sites and vendors, including clinical research organizations in conjunction with implementing and monitoring our clinical trials and acquiring and evaluating clinical trial data, including all related fees, such as for investigator grants, patient screening fees, laboratory work and statistical compilation and analysis;
other consulting fees paid to third parties;
expenses related to license fees and milestone payments under in-licensing agreements;
expenses related to compliance with drug development regulatory requirements in the United States, the European Union and other foreign jurisdictions;
depreciation and other allocated expenses; and
fees paid to purchase world-wide rights to Ravicti.
We expense both internal and external research and development expenses as they are incurred. We did not begin tracking our research and development expenses on a program-by-program basis until January 1, 2010. We have been developing Ravicti in both UCD and HE in parallel, and we typically use our employees, consultants and infrastructure resources across our two programs. Thus, some of our research and development expenses are not attributable to an individual program, but rather are allocated across our two clinical stage programs and these costs are included in unallocated costs as detailed below. In 2012, unallocated costs included $5.7 million incurred in connection with the purchase of Ravicti. Allocated expenses include salaries, stock-based compensation and related benefit expenses for our employees, consulting fees and fees paid to clinical suppliers. The following table shows our research and development expenses for the years ended December 31, 2012, 2011 and 2010:
Year Ended December 31,
(in thousands) 2012 2011 2010
UCD Program $ 3,463 $ 7,900 $ 12,859
HE Program 2,233 5,162 4,892
Unallocated 11,350 4,174 5,360
Total $ 17,046 $ 17,236 $ 23,111
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We expect our research and development expenses to increase when we initiate our Phase III trial of Ravicti for the treatment of patients with episodic HE. Due to the inherently unpredictable nature of product development, we are currently unable to estimate the expenses we will incur in the continued development of Ravicti.
Our research and development expenditures are subject to numerous uncertainties in timing and cost to completion. Development timelines, the probability of success and development expenses can differ materially from expectations. Clinical trials in orphan diseases, such as UCD and HE, may be difficult to enroll given the small number of patients with these diseases. Completion of clinical trials may take several years or more, but the length of time generally varies according to the type, complexity, novelty and intended use of a product candidate. The cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinical development, including, among others:
the number of trials required for approval and post-marketing trials;
the number of sites included in the trials;
the length of time required to enroll suitable patients;
the number of patients that participate in the trials;
the drop-out or discontinuation rates of patients;
the duration of patient follow-up;
the number and complexity of analyses and tests performed during the trial;
the efficacy and safety profile of the product candidate.
Our expenses related to clinical trials are based on estimates of patient enrollment and related expenses at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on our behalf. We generally accrue expenses related to clinical trials based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, we modify our estimates of accrued expenses accordingly on a prospective basis.
As a result of the uncertainties discussed above, we are unable to determine with certainty the duration and completion costs of our Ravicti development programs or when and to what extent we will receive revenue from the commercialization and sale of Ravicti.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, benefits and stock-based compensation for employees in administration, finance and business development. Other significant expenses include allocated facilities expenses and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents.
We expect that our general and administrative expenses will increase with the continued development of, and the commercialization of Ravicti. We expect these increases will likely include increased expenses for insurance, expenses related to the hiring of additional personnel and payments to outside consultants, lawyers and accountants.
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and benefits for employees in the marketing, commercial and sales functions. Other significant expenses include professional and consulting fees related to these functions. We expect to incur increased selling and marketing expenses in connection with the commercialization of Ravicti, and BUPHENYL and AMMONUL if purchased from Ucyclyd. These increased expenses include payroll related expenses as we add employees in the commercial departments, costs related to the initiation and operation of our distribution network and marketing related costs.
Interest Income
Interest income consists of interest earned on our cash and cash equivalents.
Interest Expense
Interest expense consists primarily of non-cash and cash interest costs related to our borrowings.
Other Income (Expense), net
In the years ended December 31, 2012, 2011 and 2010, other income (expense), net consists primarily of the changes in the fair value of the common and preferred stock warrants liability and call option liability associated
with the issuance of approximately $32.5 million of convertible notes. We account for the common stock warrants issued in 2011 and preferred stock warrants issued in 2012 and 2011 at fair value and recorded as liabilities on the date of each issuance. The fair value was determined and subsequently re-measured using the Black-Scholes option-pricing model on each reporting date. On July 31, 2012, upon closing of the IPO, we performed a final re-measurement of the common stock warrants issued in 2011 and preferred stock warrants issued in 2012 and 2011, and recorded the impact of the re-measurement to other income (expense), net. On July 31, 2012, immediately prior to the closing of the IPO, the common stock warrants and the preferred stock warrants automatically net exercised into 340,361 shares of common stock. As a result, these warrants will no longer be re-measured after July 31, 2012.
Income Taxes
Since inception, we have only generated revenues in the United States and have not generated revenues outside the United States. The only revenues generated in the U.S. have been from commissions for promotion services in 2007 and 2008 through the Ucyclyd collaboration agreement related to the sales of BUPHENYL and AMMONUL for UCD. We have incurred net losses and have not recorded any United States federal or state income tax benefits for the losses as they have been offset by valuation allowances.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.
Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. For additional information on our critical accounting policies, please refer to the information contained in Note 2 of the accompanying audited consolidated financial statements. The following accounting policies are important in fully understanding and evaluating our reported financial results.
Preclinical and Clinical Trial Accruals
As part of the process of preparing consolidated financial statements, we are required to estimate accrued expenses. We base our expenses related to clinical trials on estimates of patient enrollment and related expenses at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf. We generally accrue expenses related to clinical trials based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, we modify our estimates of accrued expenses accordingly on a prospective basis. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. We do not anticipate the future settlement of existing accruals to differ materially from our estimates.
Warrants and Other Derivative Liabilities
We account for our warrants and other derivative financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument. We record warrants classified as equity as additional paid-in
capital on the consolidated balance sheet and make no further adjustments to their valuation. We record warrants classified as derivative liabilities and other derivative financial instruments, such as call option liability recorded in connection with convertible notes and preferred stock liability recorded in connection with Series C-2 convertible preferred stock, that require separate accounting as liabilities on our consolidated balance sheets at their fair value on the date of issuance and remeasure them on each subsequent balance sheet, with fair value changes recognized as increases or reductions to other income (expense), net in the consolidated statements of operations. We estimate the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate.
We accounted for our warrants for shares of convertible preferred stock that are contingently redeemable as liabilities. We adjusted the liability for changes in fair value of these warrants on each reporting date. On July 31, 2012, upon the closing of the IPO, we performed a final remeasurement of the warrants.
We account for our warrants for shares of common stock as liabilities in accordance with accounting guidance for derivatives. The accounting guidance provides a two-step model to be applied in determining whether a financial instrument is indexed to an entity's own stock that would qualify the financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity's own stock and (ii) classified in the stockholders' deficit section of the balance sheet. We determined that our common stock warrants issued with convertible notes in 2011 were ineligible for equity classification and we continued to adjust the liability for changes in fair value until the closing of our IPO in July 2012.
Stock-Based Compensation
We recognize as compensation expense the fair value of stock options and other stock-based compensation issued to employees over the requisite service periods, which are typically the vesting periods. We record equity instruments issued to non-employees at their fair value, periodically revalue them as the equity instruments vest and recognize expense over the related service period.
Stock-based compensation has not been a significant expense to date. In future periods, we expect our stock-based compensation expense to increase as we issue additional stock-based awards in order to attract and retain employees and non-employee consultants.
Stock-based compensation expense includes stock options granted to employees and non-employees and has been reported in our consolidated statements of operations as follows:
Years Ended December 31,
(in thousands) 2012 2011 2010
Research and development $ 374 $ 137 $ 61
General and administrative 406 182 110
Sales and marketing 213 26 14
Total $ 993 $ 345 $ 185
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Significant Factors, Assumptions and Methodologies Used in Determining Fair Value
We calculate the fair value of stock-based compensation awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including stock price volatility and the expected term of stock options. As a private company and since our IPO in July 2012, we do not have sufficient history to estimate the volatility of our common stock price or the expected term of our options. We calculate expected volatility based on reported data for a selected group of similar publicly traded
companies, or guideline peer group, for which the historical information is available. We will continue to use the guideline peer group volatility information until the historical volatility of our common stock is relevant to measure expected volatility for future option grants. The assumed dividend yield is based on our expectation of not paying dividends in the foreseeable future. We determine the average expected term of stock options according to the "simplified method" as described in Staff Accounting Bulletin 110, which is the mid-point between the vesting date and the end of the contractual term. We determine the risk-free interest rate by reference to implied yields available from five-year and seven-year U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. We estimate forfeitures based on our historical analysis of actual stock option forfeitures. The assumptions used in the Black-Scholes option-pricing model for the years ended December 31, 2012, 2011 and 2010 are set forth in Note 11 of our consolidated financial statements included elsewhere in this prospectus.
There is a high degree of subjectivity involved when using option-pricing models to estimate stock-based compensation. Currently, there is not a market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values. Although the fair value of employee stock-based awards is determined using an option-pricing model, this value may not be indicative of the fair value observed in a market transaction between a willing buyer and willing seller. If factors change and we employ different assumptions when valuing our options, the compensation expense that we record in the future may differ significantly from what we have historically reported.
Information regarding equity instruments issued between January 1, 2011 and December 31, 2012 is summarized as follows:
Number of Management's
Shares Estimate of
Underlying Exercise Per Share Fair
Options or Price Value of
Warrants Per the Underlying
Date of Transaction Equity Type Granted Share Common Stock
April 1, 2011 Common Stock Warrants 544,939 (1)(2) $ 4.08 $ 3.17
April 15, 2011 Common Stock Options 407,946 $ 4.08 $ 3.17 (3)
October 26, 2011 Preferred Stock Warrants 233,935 (1)(2) $ 9.62 N/A
February 8, 2012 Preferred Stock Warrants 233,935 (1)(2) $ 9.62 N/A
April 16, 2012 Common Stock Options 453,348 $ 7.31 $ 11.00 (3)
April 19, 2012 Common Stock Warrants 75,974 $ 4.08 $ 11.00 (3)
August 23, 2012 Common Stock Options 117,732 $ 10.33 (4) N/A
September 4, 2012 Common Stock Options 20,000 $ 10.32 (4) N/A
October 16, 2012 Common Stock Options 15,000 $ 10.95 (4) N/A
December 19, 2012 Common Stock Options 69,500 $ 10.61 (4) N/A
December 31, 2012 Common Stock Options 45,000 $ 11.28 (4) N/A
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(1) Pursuant to the terms of the warrant, in connection with our IPO, the number of shares to be issued was calculated based upon 30% of the principal amount of the related notes issued in the financing divided by an exercise price of $9.62 per share.
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