0001062822-11-000019.txt : 20110316 0001062822-11-000019.hdr.sgml : 20110316 20110316081501 ACCESSION NUMBER: 0001062822-11-000019 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100730 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110316 DATE AS OF CHANGE: 20110316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXICON PHARMACEUTICALS, INC./DE CENTRAL INDEX KEY: 0001062822 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760474169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 11690365 BUSINESS ADDRESS: STREET 1: 8800 TECHNOLOGY FOREST PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 2818633000 MAIL ADDRESS: STREET 1: 8800 TECHNOLOGY FOREST PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: LEXICON GENETICS INC/TX DATE OF NAME CHANGE: 20000126 8-K/A 1 form8kasymphonyicon.htm FORM 8-K/A WebFilings | EDGAR view
 


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
__________________
 
FORM 8-K/A
__________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):    July 30, 2010
 
 
Lexicon Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-30111
76-0474169
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
 
8800 Technology Forest Place
The Woodlands, Texas 77381
(Address of principal executive
offices and Zip Code)
 
 
(281) 863-3000
(Registrant's telephone number,
including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Explanatory Note
 
On August 2, 2010, Lexicon Pharmaceuticals, Inc. (“Lexicon”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the exercise of its exclusive purchase option to acquire all the equity of Symphony Icon, Inc. (“Symphony Icon”). This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to present certain financial statements of Symphony Icon and to present certain combined pro forma financial information in connection with Lexicon's combination with Symphony Icon, which financial statements and pro forma financial information are filed as exhibits hereto.
 
 
 
Item 9.01    Financial Statements and Exhibits
 
(a)    
Financial Statements of Businesses Acquired
 
The unaudited balance sheets of Symphony Icon as of June 30, 2010 and December 31, 2009, the related statements of operations and statements of cash flows for the six months ended June 30, 2010 and 2009 and the period from April 30, 2007 (inception) to June 30, 2010 and the Unaudited Notes to Financial Statements are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
 
(b)    
Pro Forma Financial Information
 
The unaudited pro forma combined financial information of Lexicon for the year ended December 31, 2009, as of and for the six months ended June 30, 2010 and for the nine months ended September 30, 2010, giving effect to Lexicon's combination with Symphony Icon, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
 
(d)    Exhibits
 
Exhibit No.
Description
99.1
Unaudited Financial Statements (Unaudited) of Symphony Icon, Inc. as of and for the Six Months Ended June 30, 2010 and 2009 and the Period from April 30, 2007 (Inception) to June 30, 2010.
 
 
 
99.2
Unaudited Pro Forma Combined Financial Information for the Year Ended December 31, 2009, as of and for the Six Months Ended June 30, 2010 and for the Nine Months Ended September 30, 2010.
 
 

2

 

 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Lexicon Pharmaceuticals, Inc.
 
 
 
 
 
 
Date: March 15, 2011
By:
/s/ Brian T. Crum
 
 
Brian T. Crum
 
 
Vice President and General Counsel
 

3

 

 
 
 
 
 
Index to Exhibits
 
Exhibit No.
Description
99.1
Financial Statements (Unaudited) of Symphony Icon, Inc. as of and for the Six Months Ended June 30, 2010 and 2009 and the Period from April 30, 2007 (Inception) to June 30, 2010.
 
 
 
99.2
Unaudited Pro Forma Combined Financial Information for the Year Ended December 31, 2009, as of and for the Six Months Ended June 30, 2010 and for the Nine Months Ended September 30, 2010.
 
 

4
EX-99.1 2 exhibit991.htm SYMPHONY FINANCIAL STATEMENTS WebFilings | EDGAR view
 

Exhibit 99.1
Symphony Icon, Inc.
(A Wholly Owned Subsidiary of Symphony Icon Holdings LLC)
(A Development Stage Company)
Financial Statements (Unaudited)
Six Months Ended June 30, 2010 and 2009 and the Period from
April 30, 2007 (Inception) to June 30, 2010
Contents
Unaudited Balance Sheets
2
Unaudited Statements of Operations
3
Unaudited Statements of Cash Flows
4
Unaudited Notes to Financial Statements
5
 
    
 

 

 

 
Symphony Icon, Inc.
(A Wholly Owned Subsidiary of Symphony Icon Holdings LLC)
(A Development Stage Company)
Unaudited Balance Sheets
(in thousands, except share data)
 
 
June 30,
 
December 31,
 
2010
 
2009
 
 
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
5,406
 
 
$
5,418
 
Prepaid expenses
105
 
 
45
 
Prepaid clinical trial expenses from a related party
396
 
 
689
 
Total current assets
5,907
 
 
6,152
 
Total assets
$
5,907
 
 
$
6,152
 
 
 
 
 
Liabilities and members' equity
 
 
 
Current liabilities:
 
 
 
Payable to related parties
$
779
 
 
$
511
 
Accrued clinical trial expenses to a related party
338
 
 
141
 
Accrued expenses
 
 
80
 
Deferred revenue
2,790
 
 
3,420
 
Total current liabilities
3,907
 
 
4,152
 
 
 
 
 
Stockholder's equity:
 
 
 
Common stock, $0.01 par value; 100,000 shares authorized, 45,000 shares issued and outstanding
 
 
 
Additional paid-in capital
45,000
 
 
45,000
 
Deficit accumulated during the development stage
(43,000
)
 
(43,000
)
Total stockholder's equity
2,000
 
 
2,000
 
Total liabilities and stockholder's equity
$
5,907
 
 
$
6,152
 
See accompanying notes.
 

 

 

Symphony Icon, Inc.
(A Wholly Owned Subsidiary of Symphony Icon Holdings LLC)
(A Development Stage Company)
Unaudited Statements of Operations
(in thousands)
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
Period from April 30 2007 (Inception) to June 30,
 
2010
 
2009
 
2010
 
 
 
 
 
 
Operating revenues:
$
5,631
 
 
$
 
 
$
6,461
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
Research and development
5,271
 
 
5,897
 
 
48,891
 
General and administrative
362
 
 
372
 
 
2,448
 
Total operating expenses
5,633
 
 
6,269
 
 
51,339
 
Loss from operations
(2
)
 
(6,269
)
 
(44,878
)
 
 
 
 
 
 
Interest income
2
 
 
23
 
 
1,878
 
Net loss
$
 
 
$
(6,246
)
 
$
(43,000
)
See accompanying notes.
 
 

 

 

Symphony Icon, Inc.
(A Wholly Owned Subsidiary of Symphony Icon Holdings LLC)
(A Development Stage Company)
Unaudited Statements of Cash Flows
(in thousands)
 
Six Months Ended June 30,
 
Period From April 30, 2007 (Inception) to June 30,
2010
 
2009
 
2010
Operating activities
 
 
 
 
 
Net loss
$
 
 
$
(6,246
)
 
$
(43,000
)
Adjustment to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
Change in operating assets and liabilities:
 
 
 
 
 
Prepaid expenses
(60
)
 
(37
)
 
(105
)
Prepaid clinical trial expenses - related party
293
 
 
(244
)
 
(396
)
Payable to related parties
225
 
 
(811
)
 
736
 
Accrued clinical trial expenses - related party
197
 
 
(1,498
)
 
338
 
Accrued expenses
(37
)
 
(39
)
 
43
 
Deferred revenue
(630
)
 
 
 
2,790
 
Net cash used in operating activities
(12
)
 
(8,875
)
 
(39,594
)
 
 
 
 
 
 
Financing activities
 
 
 
 
 
Issuance of common stock
 
 
 
 
45,000
 
Net cash provided by financing activities
 
 
 
 
45,000
 
 
 
 
 
 
 
Net (decrease) increase in cash
(12
)
 
(8,875
)
 
5,406
 
Cash and cash equivalents at beginning of period
5,418
 
 
16,610
 
 
 
Cash and cash equivalents at end of period
$
5,406
 
 
$
7,735
 
 
$
5,406
 
See accompanying notes.
 

 

 

 
Symphony Icon, Inc.
(A Wholly Owned Subsidiary of Symphony Icon Holdings LLC)
(A Development Stage Company)
Unaudited Notes to Financial Statements
June 30, 2010
 
1.     Organization and Significant Accounting Principles
Symphony Icon, Inc. (the Company) was organized as a Delaware corporation on April 30, 2007. The Company was a wholly owned subsidiary of Symphony Icon Holdings LLC (Holdings) prior to July 30, 2010, at which time it became a wholly owned subsidiary of Lexicon Pharmaceuticals, Inc. (Lexicon).
The Company is a biopharmaceutical company formed to collaborate with Lexicon, in the development of two clinical stage programs: LG103, which studies the effects of several related compounds in the treatment of irritable bowel syndrome and other gastrointestinal illnesses, and LG617, which targets the treatment of cognitive and attention-impairment disorders (the Programs).
The Company began operations on June 15, 2007, and is currently in the development stage, consisting primarily of research, development, and clinical activities. The Company does not expect to become profitable over the next several years while it continues to develop its technologies. There can be no assurance that the Company's efforts with regard to these matters will be successful.
Symphony Capital Partners, L.P., and the investors in Symphony Icon Investors LLC (collectively, the Investors) contributed to Holdings initial funds in an aggregate amount of $60 million. From this initial capital contribution, Holdings used $45 million to acquire 100% of the common stock of the Company. The remaining $15 million was used by Holdings to acquire 4,781,639 shares of Lexicon stock. Under certain conditions, Lexicon could be required to contribute some or all of this $15 million to fund the operations of the Company (see Note 3).
Prior to July 30, 2010, RRD International, LLC (RRD) managed the overall operations of the Company, and Lexicon was primarily responsible for the Company's development plan and development budget (see Note 3).
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010.
 
2.     Fair Value of Financial Instruments
The Company uses various inputs in determining the fair value of its investments and measures these assets on an annual basis. Financial assets recorded at fair value in the balance sheet are categorized by the level of objectivity associated with the inputs used to measure their fair value. The following levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:
Level 1 - quoted prices in active markets for identical investments
Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments)

 

 

The inputs or methodology used for valuing securities are not necessarily an indication of the credit risk associated with investing in those securities. All of the Company's cash and cash equivalents are considered Level 1 financial assets at June 30, 2010 and December 31, 2009.
 
3.     Related-Party Transactions
The Company has entered into several agreements with related parties in the ordinary course of business to license intellectual property, to procure administrative and clinical development support services, to conduct clinical trials, to grant a purchase option, and to obtain funding.
 
Technology License Agreement and Novated and Restated Technology License Agreement
On June 15, 2007, Lexicon and Holdings entered into a technology license agreement, which was subsequently superseded by a novated and restated technology license agreement (the Novated TLA) among the Company, Lexicon, and Holdings. The Novated TLA granted the Company the exclusive right to use technology, know-how, patents, and other intellectual property rights related to the design, development, manufacture, and use of the relevant compounds and products that contain these compounds, with an exclusive sublicense back to Lexicon for the limited purposes of developing, making, using, and importing said compounds. This agreement was terminated on July 30, 2010, upon the exercise of purchase option as discussed below.
 
Research and Development Agreement and Amended and Restated Research and Development Agreement
On June 15, 2007, Lexicon and Holdings entered into a research and development agreement, which was subsequently superseded by an amended and restated research and development agreement among the Company, Lexicon, and Holdings, whereby all the initial rights and obligations of Holdings under the research and development agreement were assigned and transferred to and assumed by the Company. Under the agreement, Lexicon was primarily responsible for implementation of the Company's development plan in accordance with the development budget, subject to oversight of a joint development committee. The Company compensated Lexicon for actual costs incurred, including both Lexicon personnel and third parties, as these costs are reported to the Company. Lexicon also acted as the Company's FDA sponsor for each of the research programs. This agreement was terminated on July 30, 2010, upon the exercise of the purchase option as discussed below.
For the six months ended June 30, 2010 and 2009, the Company recognized $5.3 million and $5.9 million, respectively, in total expenses under this agreement.
 
RRD Services Agreement
On June 15, 2007, the Company entered into a services agreement with RRD, a related party (the RRD Agreement). Under this agreement, RRD provided overall management and supervision of the Company, including hiring and discharging vendors, compensating Lexicon for its fees and expenses under the amended and restated research and development agreement, providing employees to serve as officers of the Company, maintaining the Company's financial records, and performing all day-to-day administrative functions of the Company. RRD was also required to provide services to the Company in support of the implementation of its development plan, including but not limited to the appointment of certain RRD executive staff members to serve on the joint development committee.
Under the RRD Agreement, the Company must pay RRD a service fee equivalent to $43,333 per month. The Company must also reimburse RRD for all reasonable out of pocket expenses, including travel. Additionally, RRD arranged for the provision of legal, audit, income tax preparation, and other professional services to the Company by independent contractors, the billings for which the Company pays directly. This agreement was terminated on July 30, 2010, upon the exercise of the purchase option as discussed below.
During each of the six months ended June 30, 2010 and 2009, the Company incurred $307,000 in total fees and out-of-pocket expenses, including travel, under the RRD Agreement.
 
 

 

 

Purchase Option Agreement
On June 15, 2007, the Company entered into a purchase option agreement with Lexicon and Holdings, pursuant to which, among other things, Holdings granted Lexicon an option to purchase all of the equity securities of the Company on terms specified in the purchase option agreement. This option was exercisable by Lexicon during the period commencing on and including June 15, 2008, and ending on and including the earlier of (a) June 15, 2011, (b) the ninetieth calendar day immediately following the first date on which an internally prepared, unaudited balance sheet of the Company (prepared in accordance with accounting principles generally accepted in the United States of America) is delivered to Lexicon stating that the aggregate amount of working capital held by the Company is less than $2 million, thereby creating a “balance sheet deficiency,” and (c) the ninetieth calendar day following the first day on which the Company notifies Lexicon that all programs have been discontinued. Under certain conditions, the Company's Board of Directors could require Lexicon to contribute up to $15 million to the Company to prevent or delay a balance sheet deficiency. Additionally, with certain limitations, Lexicon could elect to further extend the purchase option exercise period, but not beyond June 15, 2011, by providing additional funding to the Company to prevent a balance sheet deficiency.
The purchase price was up to $90 million, depending on when the purchase option was exercised. At Lexicon's sole discretion, a portion of the option price could be paid in shares of its common stock, but only to the extent that the stock component did not exceed the lower of (a) 40% of the purchase price and (b) 10% of the then outstanding shares of Lexicon common stock.
On July 30, 2010, the Company entered into an Amended and Restated Purchase Option Agreement with Lexicon and Holdings and Lexicon simultaneously exercised the Purchase Option, thereby reacquiring the Programs. Pursuant to the amended terms of the purchase option, Lexicon paid Holdings $10 million and agreed to make up to $80 million in additional base and contingent payments.
 
Subscription Agreement and Research Cost Sharing, Payment and Extension Agreement
Holdings purchased 45,000 shares of the Company's common stock on June 15, 2007, for $45 million. In addition, the Company entered into a research cost sharing, payment and extension agreement with Holdings and Lexicon, whereby under certain conditions, the Company's Board of Directors could require Lexicon to contribute up to $15 million to the Company, and Lexicon could elect to provide separate additional funding for one or more of the Programs. Any such supplemental funding provided to the Company by Lexicon could not expand the Company's development plan beyond its then-current scope nor extend Lexicon's purchase option exercise period beyond June 15, 2011.
Through June 30, 2010, pursuant to Board of Director resolutions, Lexicon provided funding to the Company in amounts totaling $9.3 million. As of June 30, 2010, $6.5 million of Lexicon's funding has been recognized as revenue, while the remaining $2.8 million is recorded as deferred income that would be recognized as revenue in monthly increments over future periods as expenditures were incurred by the Company.
 

 
EX-99.2 3 exhibit992.htm PRO FORMA FINANCIAL INFORMATION WebFilings | EDGAR view
 

Exhibit 99.2
 
Lexicon Pharmaceuticals, Inc.
Unaudited Pro Forma Combined Financial Statements
 
On July 30, 2010, Lexicon Pharmaceuticals, Inc. (“Lexicon”) entered into an amended and restated purchase option agreement (the “Amended and Restated Purchase Option Agreement”) with Symphony Icon Holdings LLC (“Holdings”) and Symphony Icon, Inc. (“Symphony Icon”), amending and restating its purchase option agreement with Holdings and Symphony Icon dated June 15, 2007.  
 
Concurrently with the execution of the Amended and Restated Purchase Option Agreement on July 30, 2010, Lexicon exercised its exclusive purchase option (the “Purchase Option”) thereunder to acquire all of the equity of Symphony Icon, thereby reacquiring all rights to the drug candidates for which Lexicon had previously granted Symphony Icon an exclusive license under its intellectual property rights.  Pursuant to its exercise of the Purchase Option, Lexicon paid Holdings $10 million and agreed to make up to $80 million in additional deferred and contingent payments.
 
Prior to January 1, 2010, Lexicon's financial statements included the accounts of Symphony Icon, for which Lexicon was the primary beneficiary and therefore had consolidated the financial condition and results of operations of Symphony Icon under variable interest entity accounting. Upon the adoption of a new accounting pronouncement regarding variable interest entities on January 1, 2010, Lexicon determined that it was no longer the primary beneficiary of Symphony Icon, and therefore did not include the financial condition and results of operations of Symphony Icon in its consolidated financial statements from the period from January 1, 2010 through the exercise of the Purchase Option on July 30, 2010.
 
The accompanying unaudited pro forma financial information reflects the impact of the purchase of Symphony Icon on Lexicon's financial position and operating results. The unaudited pro forma combined statements of operations for the year ended December 31, 2009, for the six months ended June 30, 2010 and for the nine months ended September 30, 2010 are based on the historical statements of operations of Lexicon for such periods after giving effect to the Symphony Icon acquisition as if it had occurred on January 1, 2009. The unaudited pro forma combined balance sheet as of June 30, 2010 is based on the historical balance sheets of Lexicon as of June 30, 2010, adjusted to reflect the impact of the acquisition of Symphony Icon as if it had occurred on June 30, 2010. The unaudited pro forma combined balance sheet as of September 30, 2010 has not been included as Lexicon's reported balance sheet as of September 30, 2010 already gives effect to the acquisition of Symphony Icon. The unaudited pro forma financial information should be read in conjunction with Lexicon's consolidated financial statements and thereto contained in Lexicon's 2009 Annual Report on Form 10-K filed on March 8, 2010, and Lexicon's Quarterly Report on Form 10-Q for the nine months ended September 30, 2010, filed on November 8, 2010.
 
The unaudited pro forma combined financial statements have been prepared by management. They are provided for illustrative purposes only and are not necessarily indicative of the results of operations that might have occurred had the transaction been completed on the respective dates presented, nor are they necessarily indicative of Lexicon's future operating results.
 

 

 

 
Lexicon Pharmaceuticals, Inc.
Unaudited Pro Forma Combined Statement of Operations
Year Ended December 31, 2009
(In thousands, except per share amounts)
 
 
 
Lexicon (a)
 
Pro Forma Adjustments
 
 
Pro Forma Lexicon
Revenues:
 
 
 
 
 
 
 
Collaborative research
 
$
9,334
 
 
$
 
 
 
$
9,334
 
Subscription and license fees 
 
1,366
 
 
 
 
 
1,366
 
Total revenues 
 
10,700
 
 
 
 
 
10,700
 
Operating expenses:
 
 
 
 
 
 
 
Research and development
 
81,238
 
 
 
 
 
81,238
 
General and administrative
 
19,418
 
 
 
 
 
19,418
 
Total operating expenses
 
100,656
 
 
 
 
 
100,656
 
Loss from operations 
 
(89,956
)
 
 
 
 
(89,956
)
Gain on investments, net
 
1,173
 
 
 
 
 
1,173
 
Interest income 
 
880
 
 
 
 
 
880
 
Interest expense 
 
(2,966
)
 
 
 
 
(2,966
)
Other income (expense), net
 
(2,550
)
 
2,141
 
(b)
 
(409
)
Consolidated net loss before taxes
 
(93,419
)
 
2,141
 
 
 
(91,278
)
Income tax benefit
 
102
 
 
 
 
 
102
 
Consolidated net loss
 
(93,317
)
 
2,141
 
 
 
(91,176
)
Less: net loss attributable to Symphony Icon, Inc.
 
10,537
 
 
(10,537
)
(c)
 
 
Net loss attributable to Lexicon Pharmaceuticals, Inc.
 
$
(82,780
)
 
$
(8,396
)
 
 
$
(91,176
)
 
 
 
 
 
 
 
 
Net loss attributable to Lexicon Pharmaceuticals, Inc. per common share, basic and diluted
 
$
(0.57
)
 
 
 
 
$
(0.63
)
Shares used in computing net loss attributable to Lexicon Pharmaceuticals, Inc. per common share, basic and diluted  
 
145,465
 
 
 
 
 
145,465
 
 
(a)    
Lexicon consolidated the results of Symphony Icon through January 1, 2010 in accordance with ASC 810. Therefore, Symphony Icon's results are not separately presented.
(b)    
Adjustment to remove the amortization of the Purchase Option asset for Lexicon's right to purchase Symphony Icon of $2.1 million during the year ended December 31, 2009.
(c)    
Adjustment to remove the net loss attributable to the equity holders of Symphony Icon.
 

 

 

 
Lexicon Pharmaceuticals, Inc.
Unaudited Pro Forma Combined Statement of Operations
Six Months Ended June 30, 2010
(In thousands, except per share amounts)
 
 
 
Lexicon
 
Icon
 
Pro Forma Adjustments
 
 
Pro Forma Lexicon
Revenues:
 
 
 
 
 
 
 
 
 
Collaborative research
 
$
2,805
 
 
$
5,631
 
 
$
(5,631
)
(a)
 
$
2,805
 
Subscription and license fees 
 
69
 
 
 
 
 
 
 
69
 
Total revenues 
 
2,874
 
 
5,631
 
 
(5,631
)
 
 
2,874
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
 
41,327
 
 
5,271
 
 
(5,271
)
(a)
 
41,327
 
General and administrative
 
10,587
 
 
362
 
 
(362
)
(a)
 
10,587
 
Total operating expenses
 
51,914
 
 
5,633
 
 
(5,633
)
 
 
51,914
 
Loss from operations 
 
(49,040
)
 
(2
)
 
2
 
 
 
(49,040
)
Gain on investments, net
 
141
 
 
 
 
 
 
 
141
 
Interest income 
 
417
 
 
2
 
 
(2
)
(a)
 
417
 
Interest expense 
 
(1,456
)
 
 
 
 
 
 
(1,456
)
Other income (expense), net
 
(1,325
)
 
 
 
1,357
 
(b)
 
32
 
Net loss attributable to Lexicon Pharmaceuticals, Inc.
 
$
(51,263
)
 
$
 
 
$
1,357
 
 
 
$
(49,906
)
 
 
 
 
 
 
 
 
 
 
Net loss attributable to Lexicon Pharmaceuticals, Inc. per common share, basic and diluted
 
$
(0.19
)
 
 
 
 
 
 
$
(0.19
)
Shares used in computing net loss attributable to Lexicon Pharmaceuticals, Inc. per common share, basic and diluted  
 
267,709
 
 
 
 
 
 
 
267,709
 
 
(a)    
Adjustments to remove the operations of Symphony Icon for the six months ended June 30, 2010, as Lexicon funded all operations during this period. As Symphony Icon used the funding provided by Lexicon, Symphony Icon recorded revenue and expense, and Lexicon recorded expense.
(b)    
Adjustment to remove Lexicon's amortization of the Purchase Option asset for Lexicon's right to purchase Symphony Icon of $1.4 million during the six months ended June 30, 2010.
 

 

 

 
 
Lexicon Pharmaceuticals, Inc.
Unaudited Pro Forma Combined Statement of Operations
Nine Months Ended September 30, 2010
(In thousands, except per share amounts)
 
 
 
Lexicon
 
Icon
 
Pro Forma Adjustments
 
 
Pro Forma Lexicon
Revenues:
 
 
 
 
 
 
 
 
 
Collaborative research
 
$
3,437
 
 
$
6,752
 
 
$
(6,752
)
(a)
 
$
3,437
 
Subscription and license fees 
 
218
 
 
 
 
 
 
 
218
 
Total revenues 
 
3,655
 
 
6,752
 
 
(6,752
)
 
 
3,655
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
 
61,413
 
 
6,305
 
 
(6,305
)
(a)
 
61,413
 
General and administrative
 
15,535
 
 
450
 
 
(450
)
(a)
 
15,535
 
Total operating expenses
 
76,948
 
 
6,755
 
 
(6,755
)
 
 
76,948
 
Loss from operations 
 
(73,293
)
 
(3
)
 
3
 
 
 
(73,293
)
Gain on investments, net
 
141
 
 
 
 
 
 
 
141
 
Interest income 
 
468
 
 
3
 
 
(3
)
(a)
 
468
 
Interest expense 
 
(2,093
)
 
 
 
 
 
 
(2,093
)
Other expense, net
 
(4,025
)
 
 
 
3,957
 
(b)
 
(68
)
Net loss before taxes
 
(78,802
)
 
 
 
3,957
 
 
 
(74,845
)
Income tax benefit
 
26
 
 
 
 
 
 
 
26
 
Net loss attributable to Lexicon Pharmaceuticals, Inc.
 
$
(78,776
)
 
$
 
 
$
3,957
 
 
 
$
(74,819
)
 
 
 
 
 
 
 
 
 
 
Net loss attributable to Lexicon Pharmaceuticals, Inc. per common share, basic and diluted
 
$
(0.27
)
 
 
 
 
 
 
$
(0.26
)
Shares used in computing net loss attributable to Lexicon Pharmaceuticals, Inc. per common share, basic and diluted  
 
291,196
 
 
 
 
 
 
 
291,196
 
 
(a)    
Adjustments to remove the operations of Symphony Icon for the period from January 1, 2010 to July 30, 2010, as Lexicon funded all operations during 2010 through the acquisition date of July 30, 2010. As Symphony Icon used the funding provided by Lexicon, Symphony Icon recorded revenue and expense, and Lexicon recorded expense.
(b)    
Adjustment to remove Lexicon's amortization of the Purchase Option asset for Lexicon's right to purchase Symphony Icon of $4.0 million during the nine months ended September 30, 2010.
 
 

 

 

Lexicon Pharmaceuticals, Inc.
Unaudited Pro Forma Combined Balance Sheet
As of June 30, 2010
(In thousands)
 
 
Lexicon
 
Icon
 
Pro Forma Adjustments
 
 
Pro Forma Lexicon
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
247,698
 
 
$
5,406
 
 
$
(10,000
)
(a) 
 
$
243,104
 
Short-term investments 
 
24,083
 
 
 
 
 
 
 
24,083
 
Accounts receivable, net
 
2,083
 
 
 
 
(736
)
(e)
 
1,347
 
Prepaid expenses and other current assets
 
8,589
 
 
501
 
 
(5,390
)
(b)
 
3,700
 
Total current assets
 
282,453
 
 
5,907
 
 
(16,126
)
 
 
272,234
 
Property and equipment, net
 
56,552
 
 
 
 
 
 
 
56,552
 
Goodwill
 
25,798
 
 
 
 
18,745
 
(a)
 
44,543
 
Other intangible assets
 
 
 
 
 
53,557
 
(a)
 
53,557
 
Other assets
 
352
 
 
 
 
 
 
 
352
 
Total assets
 
$
365,155
 
 
$
5,907
 
 
$
56,176
 
 
 
$
427,238
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
3,547
 
 
$
779
 
 
$
(736
)
(e)
 
$
3,590
 
Accrued liabilities
 
6,285
 
 
338
 
 
 
 
 
6,623
 
Current portion of deferred revenue
 
514
 
 
2,790
 
 
(2,790
)
(c)
 
514
 
Current portion of long-term debt
 
17,100
 
 
 
 
 
 
 
17,100
 
Total current liabilities
 
27,446
 
 
3,907
 
 
(3,526
)
 
 
27,827
 
Deferred revenue, net of current portion
 
14,212
 
 
 
 
 
 
 
14,212
 
Long-term debt
 
27,922
 
 
 
 
 
 
 
27,922
 
Deferred tax liability
 
 
 
 
 
18,745
 
(a)
 
18,745
 
Other long-term liabilities
 
540
 
 
 
 
45,557
 
(a)
 
46,097
 
Total liabilities
 
70,120
 
 
3,907
 
 
60,776
 
 
 
134,803
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
Common stock
 
338
 
 
 
 
 
 
 
338
 
Additional paid-in capital
 
917,828
 
 
45,000
 
 
(45,000
)
(d)
 
917,828
 
Accumulated deficit
 
(622,894
)
 
(43,000
)
 
40,400
 
(d)
 
(625,494
)
Treasury stock
 
(237
)
 
 
 
 
 
 
(237
)
Total equity
 
295,035
 
 
2,000
 
 
(4,600
)
 
 
292,435
 
Total liabilities and equity
 
$
365,155
 
 
$
5,907
 
 
$
56,176
 
 
 
$
427,238
 
 
(a)    
Adjustments to reflect the purchase price paid for the acquisition of Symphony Icon ($10.0 million in cash and $45.6 million in long-term liabilities) and assets and liabilities acquired ($18.7 million in goodwill, $53.6 million in other intangible assets, and $18.7 million in deferred tax liability).
(b)    
Adjustments to remove prepaid expenses of $2.8 million that had been recorded by Lexicon related to Lexicon's funding of Symphony Icon's operations and remove the Purchase Option asset as of June 30, 2010 of $2.6 million. Lexicon provided funding to Symphony Icon, and prior to using that funding, Lexicon recorded this as a prepaid expense and Symphony Icon recorded this as deferred revenue.
(c)    
Adjustment to remove deferred revenue of $2.8 million that had been recorded by Symphony Icon related to Lexicon's funding of Symphony Icon's operations.
(d)    
Adjustments to remove the net equity of Symphony Icon of $2.0 million as of June 30, 2010 and the net balance of the Purchase Option asset as of June 30, 2010 of $2.6 million.
(e)    
Adjustments to remove amounts due to Lexicon from Symphony Icon.