-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZVU4A72RQbav0gHyE94NUrUDBTheFqF7ZTKb1thkqRo64eyXaA4/HF93/hW9+2e RLiMP/NmuE6EgH6ggHmbww== 0001279569-07-000711.txt : 20070514 0001279569-07-000711.hdr.sgml : 20070514 20070514135857 ACCESSION NUMBER: 0001279569-07-000711 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardiome Pharma Corp CENTRAL INDEX KEY: 0001036141 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29338 FILM NUMBER: 07845459 BUSINESS ADDRESS: STREET 1: 6TH FLOOR STREET 2: 6190 AGRONOMY RD. CITY: VANCOUVER STATE: A1 ZIP: V6T 1Z3 BUSINESS PHONE: 1-604-677-6905 MAIL ADDRESS: STREET 1: 6TH FLOOR STREET 2: 6190 AGRONOMY RD. CITY: VANCOUVER STATE: A1 ZIP: V6T 1Z3 FORMER COMPANY: FORMER CONFORMED NAME: CARDIOME PHARMA CORP DATE OF NAME CHANGE: 20000407 6-K 1 cardiome6k.htm FORM 6-K Form 6-K
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K 
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
 
For the month of May 2007

COMMISSION FILE NO. 000-29338
 
CARDIOME PHARMA CORP. 
(formerly NORTRAN PHARMACEUTICALS INC.)  

(Translation of Registrant’s name into English)
 
6190 Agronomy Road, 6th Floor
Vancouver, British Columbia, V6T 1Z3, CANADA  

(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
 
Form 20-F o    Form 40-F x
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange act of 1934.
Yes o    No x   
 
 





 
 
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.

  CARDIOME PHARMA CORP.
     
     
Date: May 14, 2007
/S/ CURTIS SIKORSKY
  Curtis Sikorsky
  Chief Financial Officer 




EXHIBIT INDEX

EXHIBIT
 
DESCRIPTION OF EXHIBIT
     
99.1
 
Material Change Report - Cardiome Report First Quarter Results
     
99.2
  Financial Report for the First Quarter Ended March 31, 2007
     
99.3
  Certification of Filings - CEO
     
99.4
  Certification of Filings - CFO

EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT - CARDIOME REPORTS FIRST QUARTER RESULTS MATERIAL CHANGE REPORT - CARDIOME REPORTS FIRST QUARTER RESULTS
Exhibit 99.1
 

FORM 53-901F
 
SECURITIES ACT
 
MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS
 
Item 1.
REPORTING ISSUER
 
Cardiome Pharma Corp.
6190 Agronomy Road, 6th Floor
Vancouver, BC V6T 1Z3
 
Item 2.
DATE OF MATERIAL CHANGE
 
May 11, 2007
 
Item 3.
PRESS RELEASE
 
May 11, 2007 - Vancouver, British Columbia
 
Item 4.
SUMMARY OF MATERIAL CHANGE
 
Cardiome Pharma Corp. today reported financial results for the first quarter ended March 31, 2007.  Amounts, unless specified otherwise, are expressed in Canadian dollars and in accordance with Canadian Generally Accepted Accounting Principles (Canadian GAAP).  At close of business on March 31, 2007, the exchange rate was CAD$1.00=US$0.8661.

Item 5.
FULL DESCRIPTION OF MATERIAL CHANGE

See attached press release

Item 6.
RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS
 
Not Applicable.
 
Item 7.
OMITTED INFORMATION
 
Not Applicable.
 
Item 8.
SENIOR OFFICER
 
Name:            Curtis Sikorsky
Title:              Chief Financial Officer
Phone No.:     604-677-6905
 
Item 9.
STATEMENT OF SENIOR OFFICER
 
The foregoing accurately discloses the material change referred to herein.
 

 

 


Dated at Vancouver, British Columbia, this 11th day of May, 2007.
 
 
   
CARDIOME PHARMA CORP.
     
  Per:   “Curtis Sikorsky”
   
Curtis Sikorsky,
    Chief Financial Officer
 
  
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
 

 

EX-99.2 3 ex992.htm FINANCIAL REPORT FOR THE FIRST QUARTER ENDED MARCH 31, 2007 FINANCIAL REPORT FOR THE FIRST QUARTER ENDED MARCH 31, 2007
Exhibit 99.2
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This management discussion and analysis is as of May 9, 2007 and should be read in conjunction with our audited consolidated financial statements for the three months ended March 31, 2007 and the related notes included thereto. Our consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). These principles differ in certain respects from United States generally accepted accounting principles (“US GAAP”). All amounts are expressed in Canadian dollars unless otherwise indicated.
 
The forward-looking statements in this discussion regarding our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion include numerous risks and uncertainties, as described in the “Risk Factors” section of our Annual Information Form. The words “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “will”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Our actual results may differ materially from those contained in any forward-looking statements. Additional information relating to our company, including our 2006 Annual Information Form, is available by accessing the SEDAR website at www.sedar.com or the EDGAR website at www.sec.gov/edgar.

OVERVIEW

We are a life sciences company focused on developing drugs to treat or prevent cardiovascular diseases. Our current clinical efforts are focused on the treatment of atrial arrhythmias. We also have a pre-clinical program directed at improving cardiovascular function, and intend to initiate a clinical program in cardiogenic shock.

Atrial fibrillation (AF) is an arrhythmia, or abnormal rhythm, of the upper chambers of the heart. In December 2004 and September 2005, we announced positive top-line results for two pivotal Phase 3 atrial fibrillation trials, ACT 1 and ACT 3, respectively, for the intravenous formulation of vernakalant hydrochloride (vernakalant (iv), formerly known as RSD1235 (iv)), our lead product candidate for the acute conversion of atrial fibrillation. In addition, we have completed enrolment in an additional Phase 3 trial, ACT 2. An open-label safety study, ACT 4, in conjunction with our co-development partner Astellas Pharma US, Inc. (“Astellas”) is ongoing. In March 2006, Astellas submitted a New Drug Application (NDA) to the United States Food & Drug Administration (FDA) seeking approval to market the intravenous formulation of vernakalant for the acute conversion of atrial fibrillation. In May 2006, we announced Astellas’ receipt of a “refusal to file” letter from the FDA for the NDA. In December 2006, Astellas re-submitted the NDA to the FDA, triggering a US$10 million payment to Cardiome. In February 2007, we announced that the FDA had accepted the NDA for review.

Cardiome is also developing an oral formulation of vernakalant hydrochloride (vernakalant (oral), formerly known as RSD1235 (oral)) for maintenance of normal heart rhythm following termination of AF. A Phase 2a pilot study was initiated in December 2005. In July 2006, we announced positive interim results for the first of two dosing groups for this study. In September 2006, we announced positive top-line results for the completed Phase 2a pilot study. A Phase 2b clinical study for vernakalant (oral) has been initiated.

In April 2007, Cardiome acquired exclusive worldwide rights to GED-aPC, an engineered analog of recombinant human activated Protein C, for all indications. Cardiome intends to initially
 
 
- 1 -

develop GED-aPC in cardiogenic shock, a life-threatening form of acute circulatory failure due to cardiac dysfunction, which is a leading cause of death for patients hospitalized following a heart attack.
 
CORPORATE DEVELOPMENT

The following significant events have occurred since our last annual report:

In March 2007, we announced the retirement of Cardiome’s Chairman Dr. Mark C. Rogers from the company’s Board of Directors. We subsequently announced the appointment of Chief Executive Officer and Board member Bob Rieder to the position of Chairman. It is the intention of the Board of Directors to appoint a Lead Independent Director in due course.

In April 2007, we announced an exclusive in-licensing agreement with Eli Lilly and Company for GED-aPC, a clinical-stage drug candidate, whereby Cardiome has been granted exclusive worldwide rights to GED-aPC for all indications. Cardiome intends to initially develop GED-aPC in cardiogenic shock, a life-threatening form of acute circulatory failure due to cardiac dysfunction, which is a leading cause of death for patients hospitalized following a heart attack. Cardiome intends to meet with the FDA regarding plans to initiate the GED-aPC clinical program in the second half of 2007.

CLINICAL DEVELOPMENT

The following table summarizes clinical trials associated with each of our research and development programs:

 
Project
 
Stage of Development
 
Current Status
Vernakalant (iv)
Phase 3 Clinical Trial (ACT 2)
Trial initiated in March 2004. Enrolment completed in April 2007. Results pending.
 
Open-Label Safety Study (ACT 4)
Study initiated in October 2005. Study ongoing.
 
New drug application (NDA)
Originally submitted in March 2006. “Refusal to file” letter issued by FDA in May 2006. Re-submitted in December 2006. Accepted for review in February 2007.
Vernakalant (oral)
Phase 2a Pilot Study
Trial initiated in December 2005. Top-line results released in September 2006.
 
Phase 2b Clinical Trial
Trial initiated in February 2007.
GED-aPC
Phase 1 Pending
Initiation of clinical program expected in H2-2007.
Artesian Projects
Pre-Clinical Stage
Pre-clinical studies underway.

- 2 -


The following provides a description of the clinical development status for each of our projects:

Vernakalant (iv)
During the first quarter of 2007, we continued our clinical work on ACT 2 and ACT 4.

The ACT 2 Clinical Trial
The ACT 2 clinical trial, initiated in March 2004, will evaluate the efficacy and safety of vernakalant (iv) in the treatment of patients who have developed atrial fibrillation following cardiac surgery. The primary endpoint is acute conversion of atrial fibrillation to normal heart rhythm. Enrolment for this trial was completed in April 2007 and results are pending.

The ACT 4 Study
In October 2005, our collaborative partner Astellas initiated an open-label safety study, called ACT 4. This ongoing study will further evaluate the safety of vernakalant (iv) in recent-onset atrial fibrillation patients, and is intended to augment the safety database associated with the NDA submission.

Vernakalant (oral)
During the first quarter of 2007, we initiated a Phase 2b clinical trial for vernakalant (oral).

Phase 2a Pilot Study
In December 2005, we initiated a Phase 2a pilot study of vernakalant (oral) for the prevention of recurrence of atrial fibrillation. The double-blind, placebo-controlled, randomized, dose-ranging study was designed to measure the safety and efficacy of vernakalant (oral) over 28 days of oral dosing in patients at risk of recurrent atrial fibrillation. The study was conducted across 72 centres in Canada, U.S. and Europe, and a total of 171 patients were successfully cardioverted after 3 days of initial dosing and continued in the study. Positive top-line results for this study were announced in September 2006.

Phase 2b Clinical Trial
In the first quarter of 2007, we initiated a Phase 2b clinical trial of vernakalant (oral) for the prevention of recurrence of atrial fibrillation. The double-blind, placebo-controlled, randomized, dose-ranging study is designed to measure the safety and efficacy of vernakalant (oral) over 90 days of oral dosing in patients at risk of recurrent atrial fibrillation, and is expected to enroll approximately 670 patients.

Other Projects
We continue to conduct pre-clinical research and development work on the Artesian projects, with the goal of reaching a decision regarding the advancement of one of the Artesian molecules into clinical studies.

Further to our agreement announced in April 2007 to in-license GED-aPC, we intend to meet with the FDA in the near future regarding plans to conduct Phase 1 studies commencing in the second half of 2007.


- 3 -


DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings made pursuant to Multilateral Instrument 52-109 is recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Administrators’ rules and forms.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2007 and concluded that they provide reasonable assurance that material information relating to the Company was made known to them and reported as required.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The company has designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of the company’s financial reporting and the preparation of financial statements in compliance with Canadian generally accepted accounting principles.

No matter how well an internal control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will prevent or detect all misstatements, due to error or fraud, from occurring in the financial statements due to the inherent limitations of any internal control system.

Our Chief Executive Officer and Chief Financial Officer are also responsible for the design of internal controls required in order to provide reasonable assurance that processes used for preparation of financial statements and financial reporting for external purposes are reliable and in accordance with Canadian GAAP. They have evaluated the design of our internal controls and procedures over financial reporting as of the end of the period covered by the annual filings, and believe the design to be sufficient to provide such reasonable assurance.

There were no changes in the company’s internal controls over financial reporting that occurred during the three months ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Our interim consolidated financial statements are prepared in accordance with Canadian GAAP. These accounting principles require us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. We believe that the estimates and assumptions upon which we rely are reasonable based upon information available at the time that these estimates and assumptions were made. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include the assessment of net recoverable value and amortization period of technology licenses and patents, clinical trial accounting, revenue recognition, stock-based compensation, and recognition of future income tax assets.

- 4 -

The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include intangible assets, clinical trial accounting, revenue recognition, research and development costs, stock-based compensation, and income taxes. These and other significant accounting policies are described more fully in Note 2 of our 2006 consolidated annual financial statements.

Changes in Significant Accounting Policies

On January 1, 2007, the Company prospectively adopted the CICA Handbook Section 3855 “Financial Instruments - Recognition and Measurement”, Section 3861 “Financial Instruments - Disclosure and Presentation”, Section 3865 “Hedges”, Section 1530 ‘Comprehensive Income”, and Section 3251 “Equity”. These new accounting standards, which apply to fiscal years beginning on or after October 1, 2006, provide comprehensive requirements for the recognition and measurement of financial instruments, as well as standards on when and how hedge accounting may be applied. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with generally accounting principles.

Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and derivatives, including derivatives embedded in non-financial contracts. It requires that financial assets and financial liabilities, including derivatives, be measured at fair value on initial recognition and recorded on the balance sheet. Measurement in subsequent periods depend on whether the financial instrument has been classified as held-for-trading, available for sale, held-to-maturity, loans and receivables, or other financial liabilities. Held-to-maturity, loans and receivables and other financial liabilities are measured at amortized cost. Held for trading and available-for-sale financial assets are measured on the balance sheet at fair value. Changes in fair value of held-for-trading financial assets are recognized in earnings while changes in fair value of available-for-sale financial instruments are recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in earnings. Changes in the fair values of derivative instruments are recognized in the statement of operations with the exception of derivatives designated as effective cash flow hedges. Section 3865 specifies the criteria that must be satisfied in order for hedge accounting to be applied. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative is recognized in other comprehensive income while the ineffective portion is recognized in the statement of operations.

Upon adoption of these new standards, the Company designated cash and cash equivalents as held-for-trading and its short-term investments as available-for-sale, which are measured at fair value. Accounts receivable are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities, and other long-term liabilities are classified as other financial liabilities, which are also measured at amortized cost. The Company has not entered into any hedging activities; therefore, the adoption of section 3865 did not have any impact on the Company’s consolidated financial statements.

Intangible Assets

Intangible assets are comprised of purchased technology licenses and patent costs.

- 5 -

Technology licenses, including those acquired in exchange for the issuance of equity instruments by us, are amortized on a straight-line basis over the estimated useful life of the underlying technologies. Patent costs associated with the preparation, filing, and obtaining of patents are capitalized and amortized on a straight-line basis over the estimated useful lives of the patents.

We determine the estimated useful lives for intangible assets based on a number of factors: legal, regulatory or contractual limitations; known technological advances; anticipated demand; and the existence or absence of competition. A significant change in any of the above factors may require a revision of the expected useful life of the intangible asset, resulting in accelerated amortization or an impairment charge, which could have a material impact on our results of operations.

We evaluate the recoverability of the net book value of our intangible assets on a quarterly basis based on the expected utilization of the underlying technologies. If the carrying value of the underlying technology exceeds the estimated net recoverable value, calculated based on undiscounted estimated future cash flows, then the carrying value is written down to its fair value, based on the related estimated discounted cash flows.

The amounts shown for technology licenses and patent costs do not necessarily reflect present or future values and the ultimate amount recoverable will be dependent upon the successful development and commercialization of products based on these rights.

Clinical Trial Accounting

We record clinical trial expenses relating to service agreements with various contract research organizations, investigators and other service providers which conduct certain product development activities that complement our efforts in developing our drug candidates based upon the estimated amount of work completed on each trial. These estimates may or may not match the actual services performed by the service providers as determined by patient enrolment levels and related activities. We consider the following factors at a given point in time through internal reviews, correspondence and discussions with our service providers in estimating the amount of clinical trial expense for an accounting period: the level of patient enrolment; the level of services provided and goods delivered; the contractual terms and the proportion of the overall contracted time that has elapsed during the accounting period.

If we have incomplete or inaccurate information relating to the above factors, we may under or overestimate activity levels associated with various trials. Under such circumstances, future clinical trial expenses recognized could be materially higher or lower when the actual activity level becomes known.

Revenue Recognition

Revenue to date has primarily been derived from licensing fees and research collaborative fees, which are comprised of initial fees and milestone payments from collaborative licensing arrangements and related reimbursement of expenses.

Non-refundable milestone payments are fully recognized upon the achievement of the milestone event when (i) the milestone is substantive in nature, (ii) the achievement was not reasonably
 
- 6 -

 
assured at the inception of the agreement, and (iii) we have no further involvement or obligation to perform under the arrangement. Initial fees and milestone payments which require our ongoing involvement are deferred and amortized into income over the estimated period of our ongoing involvement. A significant change in estimating the period of our on-going involvement could have a material impact on results of operations.

Non-refundable research collaborative fees are recorded as revenue as the related research expenses are incurred pursuant to the terms of the agreement, provided collectibility is reasonably assured.

Research and Development Costs

Research and development costs consist of direct and indirect expenditures related to our research and development programs. Research and development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. We assess whether these costs have met the relevant criteria for deferral and amortization at each reporting date. To date, no development costs have been deferred.

Stock-based Compensation and other Stock-based Payments

Effective December 1, 2002, we elected to prospectively adopt the recommendations of the Canadian Institute of Chartered Accountants (CICA) in new section 3870 of the CICA Handbook, with respect to stock-based compensation and other stock-based payments. This standard requires that all share-based awards be measured and recognized as an expense using a fair value based method.

The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model with the subjective assumptions of the expected life of the option, the expected volatility at the time the options are granted, and risk-free interest rate. Changes in these assumptions can materially affect the measure of the estimated fair value of our employee stock options, hence our results of operations. We amortize the fair value of stock options over the vesting terms of the options which are generally four to five years from grant.

Included in the consolidated statements of loss and deficit were the following charges for stock-based compensation for stock options granted after December 1, 2002:

 
(in millions of dollars)
 
For the Three Months Ended
 
 
Expenses
 
March 31,
2007
 
March 31,
2006
 
Research and development
 
$
0.5
 
$
1.3
 
General and administration
 
$
1.0
 
$
0.5
 
Total stock based compensation
 
$
1.5
 
$
1.8
 

Future Income Taxes

Income taxes are accounted for using the liability method of tax allocation. Future income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Future income tax
 
 
- 7 -

assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in rates is included in net loss in the period that includes the enactment date. Future income tax assets are recorded in the financial statements if realization is considered more likely than not.
 
SELECTED CONSOLIDATED FINANCIAL INFORMATION
 
The following table sets forth consolidated financial data for our last three fiscal years:
 
(in thousands of dollars, except per share amounts)
 
Year Ended
December 31, 2006
 
Year Ended
December 31, 2005
 
Year Ended
December 31, 2004
 
 
$
 
$
 
$
 
Revenues
   
20,668
   
16,120
   
26,403
 
Net loss
   
(36,147
)
 
(53,375
)
 
(27,767
)
Per share loss
                   
    - Basic
   
(0.68
)
 
(1.09
)
 
(0.71
)
    - Fully diluted
   
(0.68
)
 
(1.09
)
 
(0.71
)
Total assets
   
68,591
   
89,799
   
68,326
 
Long-term obligation (1)
   
192
   
210
   
245
 
 
We have not declared any cash dividends since inception.
 
(1)
Amounts represent capital lease obligations and repayable tenant inducement advances.
 

RESULTS OF OPERATIONS

We recorded a net loss of $14.0 million ($0.23 per common share) for the three months ended March 31, 2007 (“Q1-2007”), compared to a net loss of $8.1 million ($0.15 per common share) for the three months ended March 31, 2006 (“Q1-2006”). The increase in net loss for the current quarter was largely due to lower licensing and research collaborative fees, higher costs associated with expanded clinical development activities, and increased general and administration costs to support those activities. This was offset by an increase in other income as a result of a higher average investment balance.
 
We expect losses to continue for at least one year. Operating costs are expected to increase as vernakalant (iv) moves through the regulatory approval process and vernakalant (oral) advances into later stage development, in addition to our efforts to develop GED-aPC and the Artesian compounds. Expected licensing and research collaborative fees or royalty revenue are not expected to be higher than our operating costs within this period should we successfully meet our collaborative milestones or obtain commercialization approval for this product candidate.

Revenues

Total revenue decreased to $1.7 million in Q1-2007 from $3.1 million in Q1-2006. Revenue in the current quarter consists of $0.4 million in licensing fees (Q1-2006 - $1.0 million) and $1.3 million in research collaborative fees (Q1-2006 - $2.0 million).

- 8 -

Licensing fees represent milestone payments and the amortization of deferred revenue related to upfront payments from our collaborative partners. The decrease in licensing fees in Q1-2007 compared to those in Q1-2006 was due to the decreased amortization of deferred revenue related to the upfront payment and the premium on equity investment from Astellas.

The decrease in research collaborative fees in Q1-2007 compared to those in Q1-2006 was mainly attributable to the decreased research and development cost recovery of $0.6 million in Q1-2007, compared to $1.1 million in Q1-2006 with more development costs associated with vernakalant (iv) directly incurred by Astellas and decreased clinical trial expenses for vernakalant (iv) in Q1-2007.

For the remainder of the year, we expect to continue recognizing as revenue the amortization of deferred revenue related to the upfront payment and the premium on equity investment from Astellas. We will continue to receive project management fees and development cost reimbursements from Astellas. We may also earn additional milestone payments and royalties from Astellas or revenue from new licensing and collaborative research and development agreements with other pharmaceutical companies. However, there can be no assurance that we will maintain our existing agreements or enter into a new licensing or collaborative research and development agreements.

Research and Development Expenditures

Research and development expenditures were $11.8 million for Q1-2007 compared to $9.0 million for Q1-2006.

Project
(in thousands of dollars)
 
For the Three Months Ended
 
   
March 31,
2007
 
March 31,
2006
 
Vernakalant (iv)
 
$
2,085
 
$
3,650
 
Vernakalant (oral)
   
8,182
   
4,031
 
Artesian projects
   
987
   
819
 
Oxypurinol projects
   
52
   
514
 
Other projects
   
524
   
35
 
Total research and development expenses
 
$
11,830
 
$
9,049
 

The increase of $2.8 million in research and development expenditures was primarily due to the expanded clinical development activities related to the ongoing Phase 2 clinical program for vernakalant (oral) and the continued research on our Artesian projects. This increase was offset by a decrease in costs incurred for our vernakalant (iv) program due to the reduced level of clinical development activities for the program and the decrease in costs related to our Oxypurinol projects as a result of our decision to cease development of the program in 2005.

For the remainder of the year, we expect to incur increased research and development expenditures largely associated with our Phase 2b clinical trial for vernakalant (oral) program and additional costs associated with the in-licensing of a new clinical drug candidate, GED-aPC. We may also incur additional costs associated with the potential purchase or in-licensing of additional clinical candidates, and/or expansion of our clinical development activities for
 
 
- 9 -

 
vernakalant (iv) outside of North America. However, there can be no assurance that we will enter into any purchase or in-licensing agreements.

General and Administration Expenditures

General and administration expenditures for Q1-2007 were $4.6 million compared to $2.9 million for Q1-2006.

The increase of $1.7 million in general and administration expenditures in the current quarter compared to those incurred in the same period of fiscal 2006 was primarily due to the increase of $0.6 million in wages and benefits (including stock-based compensation for administrative and executive personnel) with the addition of personnel; the increase of $0.2 million in consulting and professional fees including increased costs related to corporate governance; the increase of $0.5 million in costs associated with business development and commercialization activities; and $0.4 million in other expenditures to support our expanded operational activities.

For the remainder of the year, we expect our general and administration expenditures to increase in support of our expanded operational activities.

Other Income

Interest and other income was $1.4 million for Q1-2007 compared to $0.8 million for Q1-2006. The increase for the current quarter was primarily due to higher interest rates and higher average cash and short-term investments balances.

- 10 -


UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

   
For the Three Months Ended
 
(in thousands of Canadian dollars, except share and per share amounts)
 
March 31, 2007
 
March 31, 2006
 
Revenue
             
Licensing fees
 
$
449
 
$
1,048
 
Research collaborative fees
   
1,261
   
2,004
 
     
1,710
   
3,052
 
Expenses
             
Research and development
   
11,830
   
9,049
 
General and administration
   
4,616
   
2,860
 
Amortization
   
471
   
364
 
     
16,917
   
12,273
 
               
Operating loss
   
(15,207
)
 
(9,221
)
Other income
             
Interest and other income
   
1,407
   
770
 
Foreign exchange gain (losses)
   
(236
)
 
252
 
     
1,171
   
1,022
 
               
Loss before income taxes
   
(14,036
)
 
(8,199
)
Future income tax recovery
   
-
   
82
 
Net loss for the period
   
(14,036
)
 
(8,117
)
               
Other comprehensive loss, net of income taxes
             
Unrealized gains (losses) on available-for-sale financial assets
   
(2,149
)
 
-
 
     
(2,149
)
 
-
 
Comprehensive loss for the period
   
(16,185
)
 
(8,117
)
Basic and diluted net loss per common share1
 
$
(0.23
)
$
(0.15
)
Weighted average number of common shares outstanding
   
60,779,476
   
52,568,323
 
1Basic and diluted loss per common share based on the weighted average number of common shares outstanding during the period.
 

 
- 11 -

SUMMARY OF QUARTERLY RESULTS

Set forth below is the selected unaudited consolidated financial data for each of the last eight quarters:

(In thousands of Canadian dollars except per share amounts)
 
1st Quarter ended
 
4th Quarter ended
 
3rd Quarter ended
 
2nd Quarter ended
 
   
March 31, 2007
 
December 31, 2006
 
September 30, 2006
 
June 30, 2006
 
                   
Total revenue
 
$
1,710
 
$
13,081
 
$
2,401
 
$
2,134
 
Research and development
   
11,830
   
12,324
   
10,865
   
11,195
 
General and administration
   
4,616
   
3,932
   
3,890
   
3,241
 
Net loss for the period
   
(14,036
)
 
(1,309
)
 
(11,974
)
 
(14,748
)
Basic and diluted net loss per common share
   
(0.23
)
 
(0.02
)
 
(0.23
)
 
(0.28
)
 
   
1st Quarter ended
 
4th Quarter ended
 
3rd Quarter ended
 
2nd Quarter ended
 
   
March 31, 2006
 
December 31, 2005
 
September 30, 2005
 
June 30, 2005
 
                   
Total revenue
 
$
3,052
 
$
3,041
 
$
4,662
 
$
3,807
 
Research and development
   
9,049
   
8,909
   
9,112
   
11,940
 
General and administration
   
2,860
   
3,228
   
1,915
   
2,192
 
Net loss for the period
   
(8,117
)
 
(8,637
)
 
(29,472
)
 
(7,658
)
Basic and diluted net loss per common share
   
(0.15
)
 
(0.17
)
 
(0.58
)
 
(0.15
)

The primary factors affecting the magnitude of our losses in the various quarters were licensing revenues, write-downs in intangible assets, research and development costs associated with the clinical development programs we pursued and the development stages of these clinical programs; as well as the adoption of our accounting policy with respect to recognizing as an expense the fair value of stock options since December 1, 2002.

The significant increase in revenue for the fourth quarter of 2006, when compared with the other quarters, was due to the milestone payment of $11.7 million (US$10.0 million) earned for the re-submission of the NDA for vernakalant (iv). In addition, the substantial increase in losses for the 3rd quarter of 2005, when compared with the other quarters, were due to the write-down of technology and licenses following our decision to discontinue our Oxypurinol CHF project. Research and development costs for the quarters were comparable since we maintained similar levels of operational activities with the advancement of vernakalant (oral) after winding up our development of Oxypurinol for the treatment of CHF. The increase in general and administration costs since the 2nd quarter of 2006 was the result of supporting the expanded clinical development activities.


- 12 -


LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our operational activities during the current quarter were financed mainly by our working capital carried forward from the preceding fiscal year, proceeds of our public offering in Q1 2007, and research collaborative fees collected from Astellas.

Cash used in operating activities for Q1-2007 was $15.6 million compared to $3.1 million for Q1-2006. The increase of $12.5 million in cash used in operating activities in Q1-2007 compared to Q1-2006 was primarily due to a decrease in cash receipts of $6.5 million from changes in non-cash working capital items and an increase of $6.0 million in net loss after adjusting all non-cash items.

Cash provided by financing activities for Q1-2007 was $107.3 million compared to $1.4 million for Q1-2006. The main sources of cash during the current quarter were net proceeds from the completion of the public offering in January 2007 and cash receipts from the issuance of our common shares upon exercise of stock options. The primary sources of cash for Q1-2006 were cash receipts from the issuance of our common shares upon exercise of stock options.

Cash used in investing activities in Q1-2007 was $88.2 million compared to $10.0 million of cash provided by investing activities in Q1-2006. The decrease of cash provided by investing activities in Q1-2007 compared to Q1-2006 was mainly due to an increase in the net purchase of short-term investments.

At March 31, 2007, we had working capital of $137.5 million compared to $45.5 million at December 31, 2006. We had available cash reserves comprised of cash, cash equivalents and short-term investments of $144.2 million at March 31, 2007 compared to $55.6 million at December 31, 2006.
As of March 31, 2007 and in the normal course of business we have obligations to make future payments, representing contracts and other commitments that are known and committed.

Contractual Obligations
 
Payment due by period
 
(In thousands of dollars)
 
Total
 
2007
 
2008-2009
 
2010-2011
 
Thereafter
 
Other long-term Obligations
 
$
188
 
$
15
 
$
45
 
$
55
 
$
73
 
Operating Lease Obligations
   
4,890
   
550
   
1,338
   
1,427
   
1,575
 
Commitments for Clinical Research Agreements
   
23,464
   
15,419
   
8,032
   
13
   
Nil
 
Total
 
$
28,542
 
$
15,984
 
$
9,415
 
$
1,495
 
$
1,648
 


Outstanding Share Capital

As of May 9, 2007, the Company had 63,366,617 common shares issued and outstanding and 4,945,051 common shares issuable upon the exercise of outstanding stock options (of which 3,037,875 were exercisable) at a weighted average exercise price of $8.03 per share.

- 13 -


RELATED PARTY TRANSACTIONS

Included in accounts payable and accrued liabilities as of March 31, 2007 was $0.4 million (December 31, 2006 - $61,000) owing to a legal firm where the Company’s corporate secretary is a partner. The amounts charged were recorded at their exchange amounts and are subject to normal trade terms. We incurred approximately $0.8 million of legal fees for services provided by this legal firm during the current quarter, compared to $0.2 million for the same quarter in fiscal 2006.

OFF-BALANCE SHEET ARRANGEMENTS

We have no material undisclosed off-balance sheet arrangements, other than discussed under contractual obligations.

FINANCIAL INSTRUMENTS AND RISKS

We are exposed to market risks related to changes in interest rates and foreign currency exchange rates, each of which could affect the value of our current assets and liabilities. We invest our cash reserves in fixed rate, highly liquid and highly rated financial instruments such as treasury bills, commercial papers and banker’s acceptances. We do not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates relative to our investment portfolio, due to the relative short-term nature of the investments and our current ability to hold fixed income investments to maturity. We have not entered into any forward currency contracts or other financial derivatives to hedge foreign exchange risk. We are subject to foreign exchange rate changes that could have a material effect on future operating results or cash flows.

We believe that our cash position as of March 31, 2007 and the anticipated cash inflows from our collaborative partner and interest income should be sufficient to finance our operational and capital needs for at least the next 18 months. However, our future cash requirements may vary materially from those now expected due to a number of factors, including the costs associated with the completion of the clinical trials, collaborative and license arrangements with third parties, and opportunities to in-license complementary technologies. We will continue to review our financial needs and seek additional financing as required from sources that may include equity financing, and collaborative and licensing arrangements. However, there can be no assurance that such additional funding will be available or if available, whether acceptable terms will be offered.

 
- 14 -

 
 





Consolidated Financial Statements of


CARDIOME PHARMA CORP.


Periods ended March 31, 2007 and 2006
 
(Unaudited)






CARDIOME PHARMA CORP.

CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)


   
As at
 
   
March 31,
2007
(unaudited)
 
December 31,
2006
(audited)
 
ASSETS
             
Current assets:
             
Cash and cash equivalents
 
$
26,962
 
$
23,400
 
Short-term investments
   
117,254
   
32,172
 
Amounts receivable
   
3,071
   
3,628
 
Prepaid expenses
   
1,301
   
869
 
     
148,588
   
60,069
 
Property and equipment
   
5,006
   
4,427
 
Intangible assets
   
3,101
   
3,203
 
Deferred financing costs
   
-
   
892
 
   
$
156,695
 
$
68,591
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
             
Current liabilities:
             
Accounts payable and accrued liabilities
 
$
9,539
 
$
12,650
 
Deferred revenue
   
1,347
   
1,796
 
Current portion of deferred leasehold inducement
   
172
   
172
 
     
11,058
   
14,618
 
Deferred leasehold inducement
   
1,077
   
1,120
 
Total liabilities
   
12,135
   
15,738
 
               
Shareholders’ equity
             
Share capital (note 3)
             
Issued and outstanding - common shares
   
324,343
   
217,388
 
Contributed surplus
   
17,982
   
17,045
 
Deficit
   
(195,616
)
 
(181,580
)
Accumulated other comprehensive loss
   
(2,149
)
 
-
 
Total shareholders’ equity
   
144,560
   
52,853
 
   
$
156,695
 
$
68,591
 

Subsequent event (note 5)

See accompanying notes to the consolidated financial statements.

Approved on behalf of the Board:
 

/s/ Harold Shlevin, Director
/s/ Peter Roberts, Director






CARDIOME PHARMA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)


   
For the Three Months ended
 
   
March 31,
2007
(unaudited)
 
March 31,
2006
(unaudited)
 
           
Revenue
             
Licensing fees
 
$
449
 
$
1,048
 
Research collaborative fees
   
1,261
   
2,004
 
     
1,710
   
3,052
 
Expenses
             
Research and development
   
11,830
   
9,049
 
General and administration
   
4,616
   
2,860
 
Amortization
   
471
   
364
 
     
16,917
   
12,273
 
Operating loss
   
(15,207
)
 
(9,221
)
Other income
             
Interest and other income
   
1,407
   
770
 
Foreign exchange gain (losses)
   
(236
)
 
252
 
     
1,171
   
1,022
 
Loss before income taxes
   
(14,036
)
 
(8,199
)
Future income tax recovery
   
-
   
82
 
Net loss for the period
   
(14,036
)
 
(8,117
)
Other comprehensive loss, net of income taxes
             
Unrealized gains (losses) on available-for-sale financial assets
   
(2,149
)
 
-
 
     
(2,149
)
 
-
 
Comprehensive loss for the period
   
(16,185
)
 
(8,117
)
               
Basic and diluted net loss per common share
 
$
(0.23
)
$
(0.15
)
               
Weighted average number of common shares outstanding
   
60,779,476
   
52,568,323
 
 
See accompanying notes to the consolidated financial statements.





CARDIOME PHARMA CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Expressed in thousands of Canadian Dollars except where otherwise indicated)


   
For the Three Months ended
 
   
March 31,
2007
(unaudited)
 
March 31,
2006
(unaudited)
 
           
Share capital
             
Balance, beginning of period
 
$
217,388
 
$
201,185
 
Issued upon public offering
   
113,998
   
-
 
Share issuance costs upon public offerings
   
(8,312
)
 
-
 
Issued upon conversion of special warrants
   
-
   
8,359
 
Issued upon exercise of options and warrants
   
778
   
1,530
 
Reallocation of contributed surplus arising from stock-based compensation related to the exercise of options
   
491
   
489
 
Balance, end of period
   
324,343
   
211,563
 
Contributed surplus
             
Balance, beginning of period
   
17,045
   
11,014
 
Stock option expense recognized
   
1,485
   
1,793
 
Stock option expense reclassified to share capital account upon exercise of stock options
   
(491
)
 
(489
)
Amounts related to the cashless exercise of warrants
   
(57
)
 
-
 
Balance, end of period
   
17,982
   
12,318
 
Deficit
             
Balance, beginning of period
   
(181,580
)
 
(145,433
)
Net loss for the period
   
(14,036
)
 
(8,117
)
Balance, end of period
   
(195,616
)
 
(153,550
)
Accumulated other comprehensive income (losses)
             
Balance, beginning of period
   
-
   
-
 
Other comprehensive income (losses) for the period
   
(2,149
)
 
-
 
Balance, end of period
   
(2,149
)
 
-
 
Total shareholders’ equity
 
$
144,560
 
$
70,331
 





CARDIOME PHARMA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of Canadian Dollars except where otherwise indicated)


   
For the Three Months Ended
 
   
March 31,
2007
(unaudited)
 
March 31,
2006
(unaudited)
 
           
Cash provided by (used in):
             
Operations:
             
Net loss for the period
 
$
(14,036
)
$
(8,117
)
Add items not affecting cash:
             
Amortization
   
471
   
364
 
   Stock-based compensation
   
1,485
   
1,793
 
Deferred leasehold inducement
   
(43
)
 
(42
)
Future income tax recovery
   
-
   
(82
)
     
(12,123
)
 
(6,084
)
Adjustment to reconcile net income to net cash used in operating activities:
             
Amounts receivable
   
557
   
4,263
 
Prepaid expenses
   
(432
)
 
255
 
   Accounts payable and accrued liabilities
   
(3,110
)
 
(506
)
Deferred revenue
   
(449
)
 
(1,047
)
     
(15,557
)
 
(3,119
)
Financing:
             
       Proceeds from issuance of common shares and exercise of stock options
   
114,719
   
1,530
 
Share issuance costs upon public offerings
   
(7,420
)
 
-
 
       Share issuance costs upon exercise of special warrants
   
-
   
(81
)
     
107,299
   
1,449
 
Investments:
             
Purchase of property and equipment
   
(899
)
 
(240
)
Patent costs capitalized
   
(49
)
 
(227
)
       Purchase of short-term investments
   
(92,759
)
 
(13,053
)
       Sale of short-term investments
   
5,527
   
23,558
 
     
(88,180
)
 
10,038
 
               
Increase in cash and cash equivalents during the period
   
3,562
   
8,368
 
Cash and cash equivalents, beginning of period
   
23,400
   
9,305
 
Cash and cash equivalents, end of period
 
$
26,962
 
$
17,673
 
Supplemental cash flow information:
             
Interest paid
   
5
   
5
 
Interest received
   
1,428
   
840
 
Cashless exercise of warrants
   
57
   
88
 
Unrealized gains (losses) on available-for-sale financial assets
   
(2,149
)
 
-
 

See accompanying notes to the consolidated financial statements.





CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)


1.    BASIS OF PRESENTATION
 
These unaudited interim consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) on a basis consistent with the Company’s annual audited consolidated financial statements for the year ended December 31, 2006, except as described in note 2 below. These unaudited interim consolidated financial statements do not include all note disclosures required by Canadian GAAP for annual financial statements, and therefore should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2006 included in the Company’s Annual Report filed with the appropriate securities commissions. The results of operations for the three-month period ended March 31, 2007 are not necessarily indicative of the results for the full year.
 
The Company has financed its cash requirements primarily from share issuances, payments from research collaborators and licensing fees. The Company’s ability to realize the carrying value of its assets is dependent on successfully bringing its technologies to market and achieving future profitable operations, the outcome of which cannot be predicted at this time. It may be necessary for the Company to raise additional funds for the continuing development of its technologies.


2.
CHANGES IN ACCOUNTING POLICIES
 
On January 1, 2007, the Company prospectively adopted the CICA Handbook Section 3855 “Financial Instruments - Recognition and Measurement”, Section 3861 “Financial Instruments - Disclosure and Presentation”, Section 3865 “Hedges”, Section 1530 “Comprehensive Income”, and Section 3251 “Equity”. These new accounting standards, which apply to fiscal years beginning on or after October 1, 2006, provide comprehensive requirements for the recognition and measurement of financial instruments, as well as standards on when and how hedge accounting may be applied. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with generally accounting principles.






CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)


2.    CHANGES IN ACCOUNTING POLICIES (CONT’D)
 
Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and derivatives, including derivatives embedded in non-financial contracts. It requires that financial assets and financial liabilities, including derivatives, be measured at fair value on initial recognition and recorded on the balance sheet. Measurement in subsequent periods depend on whether the financial instrument has been classified as held-for-trading, available for sale, held-to-maturity, loans and receivables, or other financial liabilities. Held-to-maturity, loans and receivables and other financial liabilities are measured at amortized cost. Held for trading and available-for-sale financial assets are measured on the balance sheet at fair value. Changes in fair value of held-for-trading financial assets are recognized in earnings while changes in fair value of available-for-sale financial instruments are recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in earnings. Changes in the fair values of derivative instruments are recognized in the statement of operations with the exception of derivatives designated as effective cash flow hedges. Section 3865 specifies the criteria that must be satisfied in order for hedge accounting to be applied. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative is recognized in other comprehensive income while the ineffective portion is recognized in the statement of operations.
 
Upon adoption of these new standards, the Company designated cash and cash equivalents as held-for-trading and its short-term investments as available-for-sale, which are measured at fair value. Accounts receivable are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities, and other long-term liabilities are classified as other financial liabilities, which are also measured at amortized cost. The Company has not entered into any hedging activities; therefore, the adoption of section 3865 did not have any impact on the Company’s consolidated financial statements.
 
Under these new standards, the transition adjustment attributable to the remeasurement of financial assets and financial liabilities at fair value, other than financial assets classified as available-for-sale, should be recognized in opening deficit as at January 1, 2007. The transition adjustment attributable to the remeasurement of financial assets and financial liabilities at fair value for available-for-sale should be recognized in opening accumulated other comprehensive income as at January 1, 2007. The transition adjustments are immaterial to the Company’s consolidated financial statements, as a result, no transition adjustment has been recorded to the consolidated opening deficit or to the accumulated other comprehensive loss.
 






CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)


3.    SHARE CAPITAL

(a)   Authorized
 
The authorized share capital of the Company consists of an unlimited number of common shares without par value, and an unlimited number of preferred shares without par value issuable in series of which none are currently issued and outstanding.

(b)    Issued and Outstanding
Common shares
 
Number of
Shares
 
 
Amount
 
Balance as at December 31, 2006
   
53,888,202
 
$
217,388
 
Issued for cash upon public offering and exercise of over-allotment option, net of share issue costs of $8,312
   
9,200,000
   
105,686
 
Issued for cash upon exercise of options
   
125,958
   
721
 
Issued pursuant to exercise of warrants on cashless basis
   
30,457
   
57
 
Reallocation of contributed surplus arising from stock-based compensation related to the exercise of options
   
-
   
491
 
Balance as at March 31, 2007
   
63,244,617
 
$
324,343
 

On January 23, 2007, the Company closed a public offering of 9,200,000 common shares (including 1,200,000 common shares issued pursuant to the exercise of the underwriters’ over-allotment option) at a price of US$10.50 per common share, resulting in gross proceeds of US$96.6 million. In connection with the public offering, the Company paid a cash commission of US$5,796. Also, the Company incurred additional legal and professional fees of $1,472 relating to this transaction.
 
 
(c)
Common Share Purchase Warrants
 
Details of common share purchase warrant transactions for the three months ended March 31, 2007 are summarized as follows:

   
Number of
warrants
outstanding
 
Weighted average
exercise price
US$
 
Balance, December 31, 2006
   
55,502
   
5.10
 
Warrants exercised on a cashless basis
   
(55,502
)
 
(5.10
)
Balance, March 31, 2007
   
-
   
-
 

During the three months ended March 31, 2007, the Company issued 30,457 common shares for 55,502 warrants exercised on a cashless basis.






CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)


3.   SHARE CAPITAL (CONT’D)
 
 
(d)
Stock Options
 
At March 31, 2007, the Company had 4,961,051 stock options outstanding, of which 3,120,625 are exercisable, at a weighted average exercise price of $7.87 per common share and expiring at various dates from May 16, 2007 to March 25, 2013.
 
Details of stock option transactions for the three months ended March 31, 2007 are summarized as follows:

   
Weighted
Average
Exercise
Price
$
 
Number
of Stock
Options
Outstanding
 
Balance, December 31, 2006
 
$
7.64
   
4,913,952
 
Options granted
 
$
12.44
   
212,307
 
Options exercised
 
$
5.72
   
(125,958
)
Options forfeited
 
$
10.24
   
(39,250
)
Balance, March 31, 2007
 
$
7.87
   
4,961,051
 

At March 31, 2007, stock options to executive officers and directors, employees, consultants and clinical advisory board members were outstanding as follows:

   
Options outstanding
March 31, 2007
 
Options exercisable
March 31, 2007
 
Range of
exercise
price
$
 
 
Number of
common
shares
issuable
 
Weighted
average
remaining contractual
life
(years)
 
Weighted
average
exercise
price
$
 
 
Number
of common
shares
issuable
 
Weighted
average
exercise
price
$
 
$2.80-$3.32
   
1,301,601
   
1.80
   
3.29
   
1,301,601
   
3.29
 
$5.05-$5.54
   
258,250
   
2.48
   
5.10
   
258,250
   
5.10
 
$6.29-$8.95
   
1,718,801
   
3.72
   
7.73
   
1,063,096
   
7.61
 
$9.40-$14.59
   
1,682,399
   
5.18
   
12.04
   
497,678
   
12.01
 
     
4,961,051
   
3.65
   
7.87
   
3,120,625
   
6.30
 






CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated)



3.   SHARE CAPITAL (CONT’D)
 
(e)   Stock-based compensation
 
The estimated fair value of options granted from December 1, 2002 to officers, directors, employees, clinical advisory board members and consultants is amortized over the vesting period. Compensation expense is recorded in research and development expenses and general and administration expenses as follows:

   
For the Three Months
Ended March 31
 
   
2007
 
2006
 
   
$
 
$
 
Research and development
   
542
   
1,310
 
General and administration
   
943
   
500
 
Total
   
1,485
   
1,810
 

The weighted average fair value of stock options granted during the three months ended March 31, 2007 and March 31, 2006 was $7.27 and $9.20 per share, respectively. The estimated fair value of the stock options granted was determined using the Black-Scholes option pricing model with the following weighted-average assumptions:

   
For the Three Months
Ended March 31
 
Assumption
 
2007
 
2006
 
Dividend yield
   
0.00
%
 
0.00
%
Expected volatility
   
62.80
%
 
70.80
%
Risk-free interest rate
   
4.08
%
 
4.10
%
Expected average life of the options
   
5.5 years
   
6.94 years
 

4.    RELATED PARTY TRANSACTION
 
The Company has incurred expenses for services provided by a law firm in which an officer is a partner. The amounts charged are recorded at their exchange amounts and are subject to normal trade terms. For the three months ended March 31, 2007, the Company has incurred $841 of legal fees for services provided by the legal firm (2006 - $203). Of the total amount of legal fees incurred during the three months ended March 31, 2007, $644 was in connection with the completion of public offering in January 2007. Of the total amount of legal fees incurred during the three months ended March 31, 2006, $48 was in connection with the conversion of special warrants to common shares in March 2006. Included in accounts payable and accrued liabilities at March 31, 2007 is an amount of $389 (December 31, 2006 - $61) owing to the legal firm.






CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Expressed in thousands of Canadian Dollars except share and per share amounts and where otherwise indicated) 


5.    SUBSEQUENT EVENT
 
 
In April 2007, the Company signed an exclusive in-licensing agreement with Eli Lilly and Company (“Lilly”) for LY458202 (“GED-aPC”), a clinical-stage drug candidate, whereby the Company has been granted exclusive worldwide rights to GED-aPC for all indications.
 
Cardiome made an upfront payment of $22.1 million (US$20.0 million) and is required to make milestone payments of up to $44.4 million (US$40.0 million) contingent on achievement of certain pre-defined late-stage clinical milestones. Cardiome is also obligated to make royalty payments to Lilly if the molecule is ultimately commercialized.

6.    COMPARATIVE FIGURES
 
       Certain of the comparative figures have been reclassified to conform with presentation adopted in the current year.



















 
EX-99.3 4 ex993.htm CERTIFICATION OF FILINGS - CEO CERTIFICATION OF FILINGS - CEO
Exhibit 99.3
 

Form 52-109F2 Certification of Interim Filings

I, Robert W. Rieder, Chief Executive Officer of Cardiome Pharma Corp., certify that:

1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Cardiome Pharma Corp., (the issuer) for the interim period ending March 31, 2007;

2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.
The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

 
(b)
designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.
I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 11, 2007

Robert W. Rieder”_
Robert W. Rieder
Chief Executive Officer

EX-99.4 5 ex994.htm CERTIFICATION OF FILINGS - CFO CERTIFICATION OF FILINGS - CFO
Exhibit 99.4


Form 52-109F2 Certification of Interim Filings
 

I, Curtis Sikorsky, Chief Financial Officer of Cardiome Pharma Corp., certify that:

1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Cardiome Pharma Corp., (the issuer) for the interim period ending March 31, 2007;

2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.
The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

 
(b)
designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.
I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 11, 2007

Curtis Sikorsky”_
Curtis Sikorsky
Chief Financial Officer

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