UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
COMMISSION FILE NUMBER: 000-30369
VIROLOGIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
94-3234479 (IRS EMPLOYER IDENTIFICATION NO.) |
345 OYSTER POINT BLVD
SOUTH SAN FRANCISCO, CA 94080
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
TELEPHONE NUMBER (650) 635-1100
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
270 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
(FORMER ADDRESS)
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 requirements for the past 90 days. Yes [X] No [ ]
As of August 7, 2002 there were 24,689,909 shares of the registrants common stock outstanding.
VIROLOGIC, INC.
INDEX
| PAGE | ||||||||||
| NO. | ||||||||||
PART I. FINANCIAL INFORMATION |
||||||||||
| Item 1. | Financial Statements |
|||||||||
Condensed Balance Sheets as of June 30, 2002 and December 31, 2001 |
3 | |||||||||
Condensed Statements of Operations for the three and six months ended June 30, 2002 and 2001 |
4 | |||||||||
Condensed Statements of Cash Flows for the six months ended June 30, 2002 and 2001 |
5 | |||||||||
Notes to Condensed Financial Statements |
6 | |||||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
9 | ||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
14 | ||||||||
PART II. OTHER INFORMATION |
||||||||||
| Item 1. | Legal Proceedings |
25 | ||||||||
| Item 2. | Changes in Securities and Use of Proceeds |
25 | ||||||||
| Item 3. | Defaults Upon Senior Securities |
25 | ||||||||
| Item 4. | Submission of Matters to a Vote of Security Holders |
25 | ||||||||
| Item 5. | Other Information |
26 | ||||||||
| Item 6. | Exhibits and Reports on Form 8-K |
26 | ||||||||
SIGNATURES |
27 | |||||||||
2
PART I
ITEM 1. FINANCIAL STATEMENTS
VIROLOGIC, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
| JUNE 30, | DECEMBER 31, | |||||||||
| 2002 | 2001 | |||||||||
| (UNAUDITED) | (NOTE 1) | |||||||||
ASSETS |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 4,460 | $ | 1,399 | ||||||
Short-term investments |
3,782 | 7,563 | ||||||||
Accounts receivable, net of allowance for doubtful accounts
of $850 and $588 in 2002 and 2001, respectively |
5,552 | 4,562 | ||||||||
Lease assignment receivable |
2,000 | | ||||||||
Prepaid expenses |
1,527 | 1,464 | ||||||||
Tenant improvement reimbursement |
| 1,286 | ||||||||
Inventory |
1,325 | 956 | ||||||||
Restricted cash |
100 | 100 | ||||||||
Other current assets |
295 | 385 | ||||||||
Total current assets |
19,041 | 17,715 | ||||||||
Property and equipment, net |
12,527 | 18,381 | ||||||||
Restricted cash |
557 | 900 | ||||||||
Other assets |
738 | 855 | ||||||||
Total assets |
$ | 32,863 | $ | 37,851 | ||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$ | 1,387 | $ | 2,304 | ||||||
Accrued compensation |
1,603 | 2,036 | ||||||||
Accrued liabilities |
2,402 | 2,386 | ||||||||
Advance from subtenant |
| 1,300 | ||||||||
Deferred revenue |
483 | 314 | ||||||||
Current portion of capital lease obligations |
1,102 | 977 | ||||||||
Current portion of loans payable |
503 | 890 | ||||||||
Total current liabilities |
7,480 | 10,207 | ||||||||
Long-term portion of capital lease obligations |
963 | 1,341 | ||||||||
Long-term portion of loans payable |
| 174 | ||||||||
Long-term advance from subtenant |
| 975 | ||||||||
Other long-term liabilities |
616 | 455 | ||||||||
Redeemable convertible preferred stock |
12,103 | 11,228 | ||||||||
Commitments |
||||||||||
Stockholders equity: |
||||||||||
Common stock |
25 | 21 | ||||||||
Additional paid-in capital |
102,694 | 93,226 | ||||||||
Deferred compensation |
(448 | ) | (875 | ) | ||||||
Accumulated other comprehensive income |
23 | 94 | ||||||||
Accumulated deficit |
(90,593 | ) | (78,995 | ) | ||||||
Total stockholders equity |
11,701 | 13,471 | ||||||||
Total liabilities and stockholders equity |
$ | 32,863 | $ | 37,851 | ||||||
See accompanying notes to Condensed Financial Statements.
3
VIROLOGIC, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||
| JUNE 30, | JUNE 30, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
Revenue: |
||||||||||||||||||
Product revenue |
$ | 6,430 | $ | 4,551 | $ | 11,923 | $ | 7,639 | ||||||||||
NIH grant revenue |
227 | 218 | 442 | 218 | ||||||||||||||
Total revenue |
6,657 | 4,769 | 12,365 | 7,857 | ||||||||||||||
Operating costs and expenses: |
||||||||||||||||||
Cost of product revenue |
3,761 | 3,124 | 7,186 | 5,412 | ||||||||||||||
Research and development |
2,862 | 2,956 | 5,817 | 5,644 | ||||||||||||||
General and administrative |
2,638 | 2,612 | 5,382 | 5,572 | ||||||||||||||
Sales and marketing |
2,976 | 2,231 | 5,848 | 4,672 | ||||||||||||||
Total operating costs and expenses |
12,237 | 10,923 | 24,233 | 21,300 | ||||||||||||||
Operating loss |
(5,580 | ) | (6,154 | ) | (11,868 | ) | (13,443 | ) | ||||||||||
Interest income |
92 | 402 | 198 | 757 | ||||||||||||||
Interest expense |
(80 | ) | (129 | ) | (171 | ) | (212 | ) | ||||||||||
Other income |
108 | | 243 | | ||||||||||||||
Net loss |
(5,460 | ) | (5,881 | ) | (11,598 | ) | (12,898 | ) | ||||||||||
Deemed dividend to preferred stockholders |
| | (2,860 | ) | | |||||||||||||
Preferred stock dividend |
(258 | ) | | (466 | ) | | ||||||||||||
Net loss applicable to common stockholders |
$ | (5,718 | ) | $ | (5,881 | ) | $ | (14,924 | ) | $ | (12,898 | ) | ||||||
Basic and diluted net loss per common share |
$ | (0.24 | ) | $ | (0.29 | ) | $ | (0.65 | ) | $ | (0.65 | ) | ||||||
Weighted-average shares used in computing
basic and diluted net loss per common
share |
24,289 | 19,974 | 22,815 | 19,917 | ||||||||||||||
See accompanying notes to Condensed Financial Statements.
4
VIROLOGIC, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
| SIX MONTHS ENDED | |||||||||||
| JUNE 30, | |||||||||||
| 2002 | 2001 | ||||||||||
OPERATING ACTIVITIES |
|||||||||||
Net loss |
$ | (11,598 | ) | $ | (12,898 | ) | |||||
Adjustments to reconcile net loss to net cash used in
operating activities: |
|||||||||||
Depreciation and amortization |
1,913 | 1,504 | |||||||||
Non-cash stock-based compensation |
595 | 1,116 | |||||||||
Allowance for doubtful accounts |
262 | 131 | |||||||||
Amortization of subtenant advance |
(327 | ) | | ||||||||
Gain on short-term investments |
(23 | ) | | ||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts receivable |
(1,252 | ) | (942 | ) | |||||||
Prepaid expenses |
(63 | ) | (129 | ) | |||||||
Inventory |
(369 | ) | (386 | ) | |||||||
Other current assets |
(127 | ) | 43 | ||||||||
Accounts payable |
(917 | ) | 160 | ||||||||
Accrued compensation |
(433 | ) | 103 | ||||||||
Accrued liabilities |
(46 | ) | (1,143 | ) | |||||||
Deferred revenue |
169 | 248 | |||||||||
Other long-term liabilities |
(100 | ) | 66 | ||||||||
Net cash used in operating activities |
(12,316 | ) | (12,127 | ) | |||||||
INVESTING ACTIVITIES |
|||||||||||
Purchases of short-term investments |
(5,889 | ) | (5,349 | ) | |||||||
Maturities and sales of short-term investments |
9,622 | 10,320 | |||||||||
Restricted cash |
343 | 279 | |||||||||
Capital expenditures |
(1,079 | ) | (1,194 | ) | |||||||
Lease assignment |
2,465 | | |||||||||
Tenant improvement reimbursement |
1,286 | | |||||||||
Other assets |
58 | (335 | ) | ||||||||
Net cash provided by investing activities |
6,806 | 3,721 | |||||||||
FINANCING ACTIVITIES |
|||||||||||
Principal payments on loans payable |
(784 | ) | (745 | ) | |||||||
Principal payments on capital lease obligations |
(485 | ) | (204 | ) | |||||||
Net proceeds from issuance of common stock |
5 | 367 | |||||||||
Net proceeds from issuance of preferred stock |
9,835 | | |||||||||
Funds received in advance of financing |
| 2,539 | |||||||||
Net cash provided by financing activities |
8,571 | 1,957 | |||||||||
Net increase (decrease) in cash and cash equivalents |
3,061 | (6,449 | ) | ||||||||
Cash and cash equivalents at beginning of period |
1,399 | 12,623 | |||||||||
Cash and cash equivalents at end of period |
$ | 4,460 | $ | 6,174 | |||||||
See accompanying notes to Condensed Financial Statements.
5
VIROLOGIC, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002 or any other future operating periods. The condensed balance sheet as of December 31, 2001 has been derived from the audited financial statements as of that date. For further information, refer to the audited financial statements and notes thereto included in our Annual Report to Stockholders on Form 10-K for the year ended December 31, 2001.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Revenue is recognized upon completion of tests made on samples provided by customers and the shipment of test results to those customers. Services are provided to certain patients covered by various third-party payor programs, including Medicare. Billings for services under third-party payor programs are included in revenues net of an allowance for contractual discounts and an allowance for differences between the amounts billed and estimated payment amounts. We estimate these allowances based on historical payment information and current sales data. If the government and other third-party payors significantly change their reimbursement policies or the relative mix of third-party payors changes, an adjustment to the allowance may be necessary. National Institutes of Health (NIH) grant revenue is recorded on a reimbursement basis as grant costs are incurred. Costs associated with NIH grant revenue are included in research and development expenses. Deferred revenue relates to cash received in advance of delivery of test results.
Inventory
Inventory is stated at the lower of standard cost, which approximates actual cost, or market. Inventory consists of the following (in thousands):
| June 30, | December 31, | |||||||
| 2002 | 2001 | |||||||
Raw materials |
$ | 951 | $ | 663 | ||||
Work in process |
374 | 293 | ||||||
Total |
$ | 1,325 | $ | 956 | ||||
Reclassification
Certain reclassifications of prior period amounts have been made to conform with the current period presentation.
Recent Accounting Pronouncements
In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 addresses the financial accounting and reporting for the impairment or disposal of long-lived assets and supercedes SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and Long-Lived
6
Assets to Be Disposed Of. We adopted the provisions of SFAS 144 on January 1, 2002. The adoption of SFAS 144 did not have an impact on the Companys results of operations or financial position.
2. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss). Specifically, unrealized gains and losses on our available-for-sale securities, which are reported separately in stockholders equity, are included in accumulated other comprehensive income (loss). Comprehensive income (loss) and its components are as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||
Net loss |
$ | (5,460 | ) | $ | (5,881 | ) | $ | (11,598 | ) | $ | (12,898 | ) | ||||
Changes in
unrealized gain on
securities
available-for-sale,
net of tax |
(7 | ) | (174 | ) | (71 | ) | (90 | ) | ||||||||
Comprehensive loss |
$ | (5,467 | ) | $ | (6,055 | ) | $ | (11,669 | ) | $ | (12,988 | ) | ||||
3. NET LOSS PER SHARE
Basic earnings (loss) per share is calculated based on the weighted-average number of common shares outstanding during the periods presented, less the weighted-average shares outstanding which are subject to the Companys right of repurchase. Diluted earnings per share would give effect to the dilutive effect of common stock equivalents consisting of convertible preferred stock and stock options and warrants, calculated using the treasury stock method. Potentially dilutive securities have been excluded from the diluted earnings per share computations as they have an anti-dilutive effect due to the Companys net loss.
A reconciliation of shares used in the calculations is as follows (in thousands, except per share amounts):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| &nbs | ||||||||||||||||