UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 Commission File Number 0-9314 ACCESS PHARMACEUTICALS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 83-0221517 - ------------------------ -------------------------- (State of Incorporation) (I.R.S. Employer I.D. No.) 2600 Stemmons Frwy, Suite 176, Dallas, TX 75207 ----------------------------------------------- (Address of principal executive offices) Telephone Number (214) 905-5100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirement for the past 90 days. Yes X No --- --- The number of shares outstanding of each of the issuer's classes of common stock, as of August 14, 2001 was 12,856,569 shares of common stock, $0.01 par value per share. Total No. of Pages 12 ---- PART I -- FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS The response to this Item is submitted as a separate section of this report. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Access Pharmaceuticals, Inc. is a Delaware corporation in the development stage. We are an emerging pharmaceutical company focused on developing both novel low development risk product candidates and technologies with longer-term major product opportunities. Together with our subsidiaries, we have proprietary patents or rights to five technology platforms: synthetic polymers, bioerodible hydrogels, Residerm TM, carbohydrate targeting technology and agents for the prevention and treatment of viral disease, including HIV. In addition, our partner, GlaxoSmithKline (formerly Block Drug Company), is marketing in the United States a product, Aphthasol R, a drug jointly developed, the first U.S. Food and Drug Administration (or FDA) approved product for the treatment of canker sores. We are developing new formulations and delivery forms to evaluate this product in additional clinical indications. We have licensed certain rights for the use of amlexanox in additional indications from GlaxoSmithKline for numerous markets excluding the U. S. and the worldwide rights for mucositis. Except for the historical information contained herein, the following discussions and certain statements in this Form 10-Q are forward-looking statements that involve risks and uncertainties. In addition to the risks and uncertainties set forth in this Form 10-Q, other factors could cause actual results to differ materially, including but not limited to our research and development focus, uncertainties associated with research and development activities, clinical trials, uncertainty associated with preclinical and clinical testing, the timing of regulatory approvals, future cash flow, timing and receipt of licensing revenues, collaborations, dependence on others, and other risks detailed in our reports filed under the Securities Exchange Act of 1934, as amended, including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2000. Since our inception, we have devoted our resources primarily to fund our research and development programs. We have been unprofitable since inception and to date have received limited revenues from the sale of products. We cannot assure you that we will be able to generate sufficient product revenues to attain profitability on a sustained basis or at all. We expect to incur losses for the next several years as we continue to invest in product research and development, preclinical studies, clinical trials and regulatory compliance. As of June 30, 2001, our accumulated deficit was $34,569,000, of which $8,894,000 was the result of the write-off of excess purchase price of mergers. LIQUIDITY AND CAPITAL RESOURCES Working capital as of June 30, 2001 was $22,025,000 representing a decrease in working capital of $2,372,000 as compared to the working capital as of December 31, 2000 of $24,397,000. The 2 decrease in working capital was due to the loss from operations for the first six months of 2001. Since inception, our expenses have significantly exceeded revenues, resulting in an accumulated deficit as of June 30, 2001 of $34,569,000. We have funded our operations primarily through private sales of common stock and convertible notes. Contract research payments from corporate alliances and mergers have also provided funding for operations. We have incurred negative cash flows from operations since inception, and have expended, and expect to continue to expend in the future, substantial funds to complete our planned product development efforts. We expect that our existing capital resources will be adequate to fund our current level of operations through the year 2003. We will require substantial funds to conduct research and development programs, preclinical studies and clinical trials of potential products. Our future capital requirements and adequacy of available funds will depend on many factors, including: * the successful commercialization of amlexanox; * the ability to establish and maintain collaborative arrangements with corporate partners for the research, development and commercialization of products; * continued scientific progress in our research and development programs; * the magnitude, scope and results of preclinical testing and clinical trials; * the costs involved in filing, prosecuting and enforcing patent claims; * competing technological developments; * the cost of manufacturing and scale-up; * the ability to establish and maintain effective commercialization arrangements and activities; and * successful regulatory filings. SECOND QUARTER 2001 COMPARED TO SECOND QUARTER 2000 Revenue in the second quarter of 2001 was $10,000, as compared to no revenue in the same period of 2000. Revenue in the second quarter of 2001 is recognized over the period of the performance obligation of several licensing agreements, including various amlexanox projects. Total research spending for the second quarter of 2001 was $1,032,000, as compared to $1,069,000 for the same period in 2000, a decrease of $37,000. The decrease in expenses was the result of: * lower clinical development costs ($221,000) for amlexanox product development projects for OraDisc TM. Costs for this project were incurred in the second quarter 2000 and minimal costs were incurred in the second quarter 2001 due to the completion of OraDisc TM trials in 2000 and early 2001; and * other net decreases ($34,000). 3 The decrease in expenses was partially offset by: * higher clinical development costs ($131,000) for amlexanox cream and gel projects due to the start of clinical trials in 2001; and * higher scientific salary cost ($87,000) due to additional employees on staff. We expect research spending to increase in future quarters and remain higher than in prior quarters as we intend to hire additional scientific and clinical staff, commence additional clinical trials and accelerate preclinical development activities as we continue to develop our product candidates. Total general and administrative expenses were $463,000 for the second quarter of 2001, a decrease of $24,000 as compared to the same period in 2000. The decrease in spending was due primarily to lower compensation expenses ($99,000). These general and administrative expenses decreases were partially offset by: * higher patent costs ($21,000); * higher shareholder expenses ($21,000); and * other net increases ($33,000). Depreciation and amortization was $99,000 for the second quarter of 2001 as compared to $112,000 for the same period in 2000 reflecting a decrease of $13,000. The decrease in amortization is due to lower depreciation reflecting that some major assets have been fully depreciated. Total operating expenses in the second quarter of 2001 were $1,594,000 as compared to total operating expenses of $1,668,000 for the same period in 2000. Loss from operations in the second quarter of 2001 was $1,584,000 as compared to a loss of $1,668,000 for the same period in 2000. Interest and miscellaneous income was $350,000 for the second quarter of 2001 as compared to $223,000 for the same period in 2000, an increase $127,000. The increase in interest income was due to higher cash balances in 2001 resulting from our private placements of common stock and convertible note offering in 2000. Interest expense was $283,000 for the second quarter of 2001 as compared to $1,000 for the same period in 2000, an increase of $282,000. The increase in interest expense was due to interest accrued in 2001 on the $13.5 million convertible notes that were issued in 2000 and amortization of debt issuance costs. Net loss in the second quarter of 2001 was $1,517,000, or a $0.12 basic and diluted loss per common share, compared with a loss of $1,446,000, or a $0.13 basic and diluted loss per common share for the same period in 2000. 4 SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000 Revenue in the first six months of 2001 was $221,000, as compared to no revenue in the same period of 2000. Revenue in the first six months of 2001 is recognized over the period of the performance obligation of several licensing agreements, including various amlexanox projects and ResiDerm TM. Total research spending for the first six months of 2001 was $2,035,000, as compared to $1,672,000 for the same period in 2000, an increase of $363,000. The increase in expenses was the result of: * higher clinical development costs ($262,000) for amlexanox product development projects for OraDisc TM, cream and gel projects. The first Phase III study evaluating OraDisc TM was completed and a second Phase III study is scheduled to commence in 2001. During the first six months of 2001 we also commenced Phase I amlexanox gel and cream studies; and * higher scientific salary costs ($146,000) due to additional employees; The increase in expenses was partially offset by: * lower moving expenses for scientific personal ($42,000); and * other net decreases ($3,000). We expect research spending to increase in future quarters and remain higher than in prior quarters as we intend to hire additional scientific and clinical staff, commence additional clinical trials and accelerate preclinical development activities as we continue to develop our product candidates. Total general and administrative expenses were $899,000 for the first six months of 2001, a decrease of $17,000 as compared to the same period in 2000. The decrease in spending was due primarily to the following: * lower compensation expenses ($81,000); * lower listing fees in 2001 due to our initial listing on the American Stock Exchange in 2000 ($32,000); and * other net decreases ($2,000). These general and administrative expense decreases were partially offset by: * higher shareholder expenses ($56,000); and * higher patent costs ($42,000). Depreciation and amortization was $201,000 for the first six months of 2001 as compared to $223,000 for the same period in 2000 reflecting a decrease of $22,000. The decrease in amortization was due to lower depreciation reflecting that some major assets have been fully depreciated. Total operating expenses in the first six months of 2001 were $3,135,000 as compared to total 5 operating expenses of $2,811,000 for the same period in 2000. Loss from operations in the first six months of 2001 was $2,914,000 as compared to a loss of $2,811,000 for the same period in 2000. Interest and miscellaneous income was $792,000 for the first six months of 2001 as compared to $288,000 for the same period in 2000, an increase of $504,000. The increase in interest income was due to higher cash balances in 2001 resulting from our private placements of common stock and convertible note offering in 2000. Interest expense was $566,000 for the first six months of 2001 as compared to $3,000 for the same period in 2000, an increase of $563,000. The increase is interest expense is due to interest accrued on the $13.5 million convertible notes issued in 2000 and amortization of debt issuance costs. Net loss in the first six months of 2001 was $2,688,000, or a $0.21 basic and diluted loss per common share, compared with a loss of $2,526,000, or a $0.26 basic and diluted loss per common share for the same period in 2000. PART II -- OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS The Company is not a party to any material legal proceedings. ITEM 2 CHANGES IN SECURITIES None. ITEM 3 DEFAULTS UPON SENIOR SECURITIES None ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of stockholders was held on May 21, 2001 in New York, NY. At that meeting the following matters were submitted to a vote of the stockholders of record. The proposals were approved by the stockholders, as follows: 6 * Three directors were reelected for three year terms with the following votes: Herbert H. McDade, Jr., 7,348,123 - For; and 42,828 - Withheld Authority Kerry P. Gray; 7,348,121 - For; and 42,830 - Withheld Authority J. Michael Flinn; 6,948,117 - For; and 442,834 - Withheld Authority * The terms of office as a director of Access of each of Stephen B. Howell, Max Link, John J. Meakam, Jr. and Preston Tsao continued after the meeting. * A proposal to amend our 1995 stock option plan, as amended, to adjust the number of options to be granted annually to non-employee directors from 5,000 to 10,000 shares of common stock was approved with 6,887,955 - For; 494,316 - Against; and 8,680 - Abstain. * A proposal to approve the 2001 Access Pharmaceuticals, Inc. restricted stock plan was approved with 7,305,848 - For; 78,421 - Against; and 6,682 - Abstain. * A proposal to ratify the appointment of Grant Thornton LLP as independent certified public accountants for the Company for the fiscal year ending December 31, 2001 was approved with 6,953,025 - For; 434,438 - Against; and 3,487 - Abstain. ITEM 5 OTHER INFORMATION None ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K Exhibits: 10.19 Supplemental Lease Agreement between Pollock Realty Corporation and us dated February 9, 2001 Reports on Form 8-K: None 7 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. ACCESS PHARMACEUTICALS, INC. Date: August 14, 2001 By:/s/ Kerry P. Gray --------------------- Kerry P. Gray President and Chief Executive Officer Date: August 14, 2001 By:/s/ Stephen B. Thompson ------------------------- Stephen B. Thompson Vice President and Chief Financial Officer 8 Access Pharmaceuticals, Inc. and Subsidiaries (a development stage company) Condensed Consolidated Balance Sheets