Item 5.
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
Our common
stock has been quoted on the Nasdaq Global Market under the symbol ACOR since
our initial public offering on February 9, 2006. Prior to that date, there
was no public market for our common stock. The following table sets forth, for
the periods indicated, the high and low bid prices per share of our common
stock as reported on the Nasdaq Global Market.
High
Low
Year Ended December 31,
2006:
Fourth Quarter
$
20.60
$
8.27
Third Quarter
$
11.90
$
2.20
Second Quarter
$
5.50
$
3.30
First Quarter (beginning
February 9, 2006)
$
7.48
$
5.10
As of March 12, 2007 we
had approximately 2,202 holders of record of our common stock.
Stock Price Performance
Graph
The graph below matches the
cumulative 10-month total return of holders of Acorda Therapeutics, Inc.’s
common stock with the cumulative total returns of the NASDAQ Composite Index
and the NASDAQ Biotechnology index. The graph assumes that the value of the
investment in the company’s common stock and in each of the indexes (including
reinvestment of dividends) was $100 on 2/10/2006 and tracks it through
12/31/2006.
56
COMPARISON OF 10 MONTH
CUMULATIVE TOTAL RETURN*
Among Acorda Therapeutics, Inc,
The NASDAQ Composite Index
And The NASDAQ Biotechnology Index
*
$100
invested on 2/10/06 in stock or 1/31/06 in index-including reinvestment of
dividends. Fiscal year ending December 31.
2/06
2/06
3/06
4/06
5/06
6/06
7/06
8/06
9/06
10/06
11/06
12/06
Acorda
Therapeutics, Inc
100
92
78
73
57
62
48
43
136
265
288
236
NASDAQ
Composite
100
99
102
102
95
95
91
95
98
103
106
105
NASDAQ Biotechnology
100
103
101
96
92
90
91
92
94
100
99
97
The stock price performance included in this graph is
not necessarily indicative of future stock price performance.
Use of Proceeds from
Registered Securities
Our registration statement on Form S-1
(Reg. No. 333-128827) in connection with our initial public offering
was declared effective by the SEC on February 9, 2006. As of the date of
the filing of this report, the offering has terminated and 6,075,614 shares of
our common stock were sold pursuant to our registration statement. The
underwriters of the offering were
Banc of
America Securities LLC
,
Lazard
Capital Markets,
Piper Jaffray
and
SG Cowen & Co
. Net
proceeds from the sale of the 6,075,614 shares of common stock sold by
us, based on the initial public offering price of $6.00 per share, and after
deducting the underwriting discount and offering expenses payable by us, were
approximately $31.5 million. No payments for expenses relating to this offering
were made directly or indirectly to (i) any of our directors, officers or
their associates, (ii) any person(s) owning 10% or more
57
of any class
of our equity securities or (iii) any of our affiliates. We used the net
proceeds from our initial public offering as described in our final prospectus
filed with the SEC pursuant to Rule 424(b).
Dividend Policy
We have never declared or paid
cash dividends on our common stock. We do not anticipate paying any cash
dividends on our capital stock in the foreseeable future. We currently intend
to retain all available funds and any future earnings to fund the development
and growth of our business.
Equity Compensation
Plans
We have two equity incentive plans: our 2006 Employee
Incentive Plan, as amended (the “2006 Plan”) and our 1999 Employee Stock Option
Plan, as amended (the “1999 Plan” and, together with the 2006 Plan, the “Plans”).
As of December 31, 2006, a total of 5,481,334 shares of our common stock
had been reserved for issuance under the Plans. All future awards will be made
under the 2006 Plan.
The
following table provides information as of December 31, 2006 with respect
to shares of our common stock that may be issued under our equity compensation
plans:
Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a))
(a)
(b)
(c)
Equity Compensation
Plans Approved by Security Holders(1)
2,551,532
$
6.27
2,929,802
(2)
Total
2,551,532
6.27
2,929,802
(1)
Includes options to
purchase shares of our common stock and restricted stock awards under the
Plans.
(2)
Consists of shares
available as of December 31, 2006 for future issuance under the 2006 Plan.
58
Item 6.
Selected
Financial Data
Six
Months
Year Ended
Ended
Year Ended
December 31,
December 31,
June 30,
2006
2005
2004
2003
2003
2002
(in thousands, except per share data)
Statement of Operations Data:
Gross sales—Zanaflex
$
26,548
$
5,923
$
—
$
—
$
—
$
—
Less: discounts and allowances
396
(1,114
)
(4,417
)
—
—
—
Net sales
26,944
4,809
(4,417
)
—
—
—
Grant revenue
407
336
479
382
474
132
Total net revenue
27,351
5,145
(3,938
)
382
474
132
Less: cost of sales
(7,123
)
(5,132
)
(885
)
—
—
—
Gross profit
20,228
13
(4,823
)
382
474
132
Operating expenses:
Research and development
12,055
12,890
21,999
16,743
17,527
11,147
Research and development—related party
—
—
—
3,343
2,265
4,687
Sales and marketing
19,079
13,099
4,662
—
—
—
General and administrative
12,561
8,435
13,283
17,069
6,388
6,636
Total operating expenses
43,695
34,424
39,944
37,155
26,180
22,470
Operating loss
(23,467
)
(34,411
)
(44,767
)
(36,773
)
(25,706
)
(22,338
)
Other income (expense):
Interest and amortization of debt discount expense
(2,553
)
(1,526
)
(385
)
(38
)
(78
)
—
Interest and amortization of debt discount
expense—related party
—
—
—
(184
)
(369
)
(408
)
Interest income
1,471
402
409
276
393
984
Other income
76
1
2
7
26
—
Total other income (expense)
(1,006
)
(1,123
)
26
61
(28
)
576
Minority interest
—related
party
—
—
—
—
—
580
Cumulative effect of change in accounting
principle(3)
454
3
—
—
—
—
Net loss
(24,019
)
(35,531
)
(44,741
)
(36,712
)
(25,734
)
(21,182
)
Beneficial conversion feature,
accretion of issuance costs,
preferred dividends, and fair value
of warrants issued to convertible preferred stockholders
(36,008
)
(24,849
)
(24,746
)
(11,985
)
(24,320
)
(55
)
Net loss allocable to common stockholders
$
(60,027
)
$
(60,380
)
$
(69,487
)
$
(48,697
)
$
(50,054
)
$
(21,236
)
Net loss per share allocable to
common stockholders
—basic &
diluted
$
(3.27
)
$
(295.27
)
$
(351.76
)
$
(252.87
)
$
(261.38
)
$
(111.90
)
Pro forma net loss per share allocable
to common stockholders—basic & diluted (unaudited)(1)
$
(.79
)
$
(9.63
)
Weighted average shares of common stock outstanding
used in computing net loss per share allocable to common
stockholders—basic & diluted
18,346
204
198
193
191
190
Weighted average
shares of common stock outstanding used in computing pro forma net loss per
share
allocable to common stockholders—basic & diluted (unaudited)(1)(2)
13,547
13,536
(1)
The pro forma net loss per share and weighted average
shares of common stock used in computing pro forma net loss per share allocable
to common stockholders for the years ended December 31, 2005 and 2004,
respectively, are
59
calculated as if all our
convertible preferred stock and mandatorily redeemable convertible preferred
stock were converted into common stock as of the beginning of the year ended December 31,
2004 or from their respective dates of issuance, if issued after the beginning
of the year ended December 31, 2004. The pro forma net loss per share
allocable to common stockholders for the year ended December 31, 2004 was
computed assuming the initial public offering was completed at the beginning of
the fiscal year presented and has been adjusted to give effect to the
following: (a) recognition of the unamortized portion of a beneficial
conversion charge of $67.9 million; (b) recognition of the
unamortized portion of issuance costs relating to Series E, Series I,
Series J and Series K preferred stock of $379,000; and (c) reversal
of accrued preferred dividends on Series J and Series K preferred
stock of $7.4 million (see Note 3 to the consolidated financial
statements). The pro forma net loss per share allocable to common stockholders
for the year ended December 31, 2005 reflects the reversal of the accrued
preferred dividend of $5.3 million, amortized beneficial conversion charge of
$19.4 million and amortized issuance cost of $108,000 assuming that the
automatic conversion occurred as of the beginning of the fiscal year ended December 31,
2004. Upon the Company’s initial public offering in February 2006, all the
preferred stock was converted into common stock.
(2)
The weighted average shares of our common stock
outstanding used in computing the pro forma net loss per share allocable to
common stockholders is calculated based on (a) Series A through Series J
equivalent shares of common stock from the beginning of the fiscal year; and (b) Series K
equivalent shares of common stock issuable from the date of issuance of the Series K
preferred stock.
(3)
On January 1, 2006, we adopted the
provisions of Statement of Financial Accounting Standards 123 (revised
2004), “Share-Based Payment” (SFAS No. 123R), which requires that the
costs resulting from all share-based payment transactions be recognized in the
financial statements at their fair values. We adopted SFAS No. 123R
using the modified prospective application method under which the provisions of
SFAS No. 123R apply to new awards and to awards modified,
repurchased, or cancelled after the adoption date. Additionally, compensation
cost for the portion of the awards for which the requisite service has not been
rendered that are outstanding as of the adoption date is recognized in the
Consolidated Statement of Operations over the remaining service period after
the adoption date based on the award’s original estimate of fair value. Results
for prior periods have not been restated. Upon adoption of SFAS No. 123R,
we recorded a cumulative effect of change in accounting principle of $454,225
during the three-month period ended March 31, 2006, calculated as the
difference between compensation cost recognized to date using actual
forfeitures and the cost that would have been recognized to date using
estimated forfeitures.
As of December 31,
As of June 30,
2006
2005
2004
2003
2003
2002
(in thousands)
Consolidated
Balance Sheet Data:
Cash and cash
equivalents
$
18,101
$
11,761
$
11,729
$
8,965
$
48,319
$
27,012
Short term investments
35,656
2,001
9,397
32,250
12,250
2,836
Working capital
33,324
(10,394
)
9,067
35,375
58,975
27,097
Total assets
84,368
33,912
30,982
45,960
64,807
33,597
Deferred product
revenue—Zanaflex Capsules
11,324
5,226
—
—
—
—
Deferred product
revenue—Zanaflex tablets
9,117
11,510
6,668
—
—
—
Current portion of
notes
payable
1,044
1,068
302
324
310
—
Non current portion of
notes payable
187
1,147
145
447
612
—
Current portion of
revenue interest liability—PRF transaction
3,392
2,162
—
—
—
—
Put/call option
liability—PRF transaction
350
400
—
—
—
—
Non current portion of
revenue interest liability—PRF transaction
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