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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(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, 2003

or

     
(  )   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: 000-27765


SYMYX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its chapter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  77-0397908
(I.R.S. Employer
Identification No.)
     
3100 Central Expressway,
Santa Clara, California

(Address of principal executive offices)
  95051
(Zip Code)

(408) 764-2000
(Registrant’s telephone number, including area code)


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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x   No o

As of August 1, 2003, Registrant had outstanding 31,318,297 shares of Common Stock, $.001 par value.




TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 10.15
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1


Table of Contents

TABLE OF CONTENTS

         
        PAGE
       
Part I: Financial Information    
Item 1.   Financial Statements (unaudited):    
   
Condensed Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 2003 and 2002
     2
    Condensed Consolidated Balance Sheets at June 30, 2003 and December 31, 2002      3
   
Condensed Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2003 and 2002
     4
    Notes to Condensed Consolidated Financial Statements      5
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   16
Item 3.   Quantitative and Qualitative Disclosures About Market Risk   35
Item 4.   Controls and Procedures   35
Part II: Other Information    
Item 1.   Legal Proceedings   36
Item 2.   Changes in Securities and Use of Proceeds   36
Item 3.   Defaults Upon Senior Securities   36
Item 4.   Submission of Matters to a Vote of Security Holders   37
Item 5.   Other Information   37
Item 6.   Exhibits and Reports on Form 8-K   37
    Signatures   38
    Index To Exhibits   39

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Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYMYX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

                                     
        Three Months Ended   Six Months Ended
        June 30   June 30
       
 
        2003   2002   2003   2002
       
 
 
 
Revenues:
                               
 
Service revenues from research collaborations and grants
  $ 8,486     $ 9,391     $ 17,098     $ 18,091  
 
Service revenues - related party
    435             435        
 
Product sales
    3,634       3,331       8,627       8,932  
 
License fees and royalties
    2,442       1,263       3,696       1,474  
 
   
     
     
     
 
   
Total revenues
    14,997       13,985       29,856       28,497  
Operating expenses:
                               
 
Cost of products sold
    800       794       1,878       1,439  
 
Research and development
    9,713       9,630       19,093       19,861  
 
Research and development – related party
    435             435        
 
Sales, general and administrative
    3,579       3,232       7,371       6,693  
 
   
     
     
     
 
   
Total operating expenses
    14,527       13,656       28,777       27,993  
 
   
     
     
     
 
Income from operations
    470       329       1,079       504  
Interest income (expense), net
    487       871       1,067       1,890  
 
   
     
     
     
 
Income before income tax expense
    957       1,200       2,146       2,394  
Income tax expense
    339       516       815       1,101  
 
   
     
     
     
 
Net income
  $ 618     $ 684     $ 1,331     $ 1,293  
 
   
     
     
     
 
Basic net income per share
  $ 0.02     $ 0.02     $ 0.04     $ 0.04  
 
   
     
     
     
 
Diluted net income per share
  $ 0.02     $ 0.02     $ 0.04     $ 0.04  
 
   
     
     
     
 
Shares used in computing basic net income per share
    31,020       30,577       30,972       30,492  
 
   
     
     
     
 
Shares used in computing diluted net income per share
    32,113       31,792       31,863       31,806  
 
   
     
     
     
 

See accompanying notes to condensed consolidated financial statements

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SYMYX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)

                     
        June 30,   December 31,
        2003   2002
       
 
        (Unaudited)   (Note 1)
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 13,115     $ 25,629  
 
Available-for-sale securities
    111,440       92,391  
 
Accounts receivable
    3,261       6,697  
 
Inventories
    3,469       2,240  
 
Interest receivable and other current assets
    2,639       2,832  
 
   
     
 
   
Total current assets
    133,924       129,789  
Property, plant and equipment, net
    26,132       24,196  
Deferred tax assets and other assets
    3,133       3,383  
 
   
     
 
   
Total assets
  $ 163,189     $ 157,368  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
 
Accounts payable and other accrued liabilities
  $ 5,457     $ 4,511  
 
Accrued compensation and employee benefits
    1,311       1,205  
 
Income taxes payable
    1,491       253  
 
Deferred rent
    625       1,003  
 
Deferred revenue
    4,212       3,014  
 
Warranty expense accrual
    2,036       1,899  
 
   
     
 
   
Total current liabilities
    15,132       11,885  
Commitments
               
Stockholders’ equity:
               
 
Preferred stock, $0.001 par value, 10,000,000 shares authorized, issuable in series; no shares issued and outstanding
           
 
Common stock, $0.001 par value, 60,000,000 shares authorized and 31,060,944 and 30,920,499 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively
    31       31  
 
Additional paid-in capital
    155,218       154,213  
 
Stockholder notes receivable
    (157 )     (404 )
 
Deferred stock compensation
    (33 )     (92 )
 
Accumulated other comprehensive income
    52       120  
 
Accumulated deficit
    (7,054 )     (8,385 )
 
   
     
 
   
Total stockholders’ equity
    148,057       145,483  
 
   
     
 
   
Total liabilities and stockholders’ equity
  $ 163,189     $ 157,368  
 
   
     
 

See accompanying notes to condensed consolidated financial statements

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SYMYX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

                     
        Six Months Ended
        June 30
       
        2003   2002
       
 
Operating activities
               
Net income
  $ 1,331     $ 1,293  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation and amortization
    5,942       5,436  
 
Deferred compensation amortization
    25       98  
 
Changes in assets and liabilities:
               
   
Accounts receivable
    3,436       (3,037 )
   
Inventories
    (1,229 )     (1,643 )
   
Prepaid expenses
    92       (83 )
   
Interest receivable and other current assets
    101       220  
   
Other long-term assets
    101       (299 )
   
Accounts payable and other accrued liabilities
    946       728  
   
Deferred revenue
    1,198       3,900  
   
Accrued compensation and employee benefits
    106       89  
   
Income taxes payable
    1,238       359  
   
Warranty expense accrual
    137       11  
   
Deferred rent
    64     90  
 
   
     
 
Net cash provided by operating activities
    13,488       7,162  
Investing activities
               
Purchase of property and equipment, net
    (6,523 )     (2,687 )
Purchase of available-for-sale securities
    (65,614 )     (6,133 )
Proceeds from maturities of available-for-sale securities
    44,915       44,730  
Acquisition of technology
    (65 )      
 
   
     
 
Net cash provided by (used in) investing activities
    (27,287 )     35,910  
Financing activities
               
Proceeds from issuance of common stock, net of repurchases
    1,287       1,404  
 
   
     
 
Net cash provided by financing activities
    1,287       1,404  
Effect of foreign exchange rate changes on cash and cash equivalents
    (2 )     2  
 
   
     
 
Net increase in cash and cash equivalents
    (12,514 )     44,478  
Cash and cash equivalents at beginning of period
    25,629       15,621  
 
   
     
 
Cash and cash equivalents at end of period
  $ 13,115     $ 60,099  
 
   
     
 
Supplemental disclosure of cash flow information
               
Income taxes paid (refunded)
  $ (446 )   $ 745  
 
   
     
 

See accompanying notes to condensed consolidated financial statements

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SYMYX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

Business and Basis of Presentation

     Symyx Technologies, Inc. (the “Company” or “Symyx”) develops and applies high-speed combinatorial technologies to the discovery of materials for chemical, life science and electronics applications. Symyx provides research services through its Industry Collaborations business, licenses discovered materials and patents through its Licensing business, and sells select instruments and software through its Discovery Tools® business.

     Symyx® was incorporated in California on September 20, 1994 and completed a reincorporation in the state of Delaware in February 1999. Symyx’ headquarters and mailing address is 3100 Central Expressway, Santa Clara, California, 95051, and the telephone number at that location is (408) 764-2000. Our SEC filings are available free of charge through our website at www.symyx.com. Our Common Stock trades on the Nasdaq National Market under the symbol “SMMX”.

     The accompanying unaudited condensed consolidated financial information has been prepared by management, in accordance with generally accepted accounting principles for interim financial information and pursuant to instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2003 and results of operations and cash flows for all periods presented have been made. The consolidated condensed balance sheet at December 31, 2002 has been derived from the audited financial statements at that date.

     These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as included in the Company’s 2002 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The results of operations for the three and six month periods ended June 30, 2003 are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire fiscal year ending December 31, 2003.

Principles of consolidation

     These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Symyx Technologies AG, incorporated in Switzerland and Symyx Discovery Tools, Inc., incorporated in California. All significant intercompany balances and transactions have been eliminated on consolidation.

Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to exercise judgment in making estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from these estimates.

     The actual results with regard to warranty expenditures could have a material unfavorable impact on the Company if system failures or the cost to repair a system is greater than what the Company has used in estimating the warranty expense accrual.

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SYMYX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Reclassifications

     Certain reclassifications have been made to prior period amounts to conform to the current period presentations. Revenue reported in previous quarters as product and license revenue is now reported separately as revenue from product sales and revenue from royalties and license fees. Segment revenues for prior periods have been reclassified to conform to the current period presentations.

Revenue Recognition

     Service Revenues

     The Company recognizes service revenues from research collaboration agreements and government grants as earned based upon the performance requirements of the agreements. Payments received prior to performance are deferred and recognized as revenue when earned over future performance periods. Collaboration agreements generally specify minimum levels of research effort required to be performed by the Company. Payments received under research collaboration agreements are not refundable if the research effort is not successful. Direct costs associated with these contracts and grants are reported as research and development expense.

     Non-refundable up-front payments received in connection with research and development collaboration agreements, including technology access fees, are deferred and recognized on a straight-line basis over the relevant periods specified in the agreement, generally the research term. Revenue from milestone payments, which are substantially at risk until the milestones are completed, is recognized upon completion of these milestone events. Milestone payments to date have been immaterial.

     Product Sales

     Product sales revenues include sales of Discovery Tools hardware and associated software licenses. Revenue from the sale of Discovery Tools systems is recognized when earned. Revenue is earned when persuasive evidence of an arrangement exists, delivery of the product has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable, and collectibility is probable. This is generally upon shipment, transfer of title to and acceptance by the customer of the hardware and associated software and licenses to intellectual property, unless there are extended payment terms. The Company considers all arrangements with payment terms extending beyond 12 months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. In multiple element arrangements, the Company uses the residual method to allocate revenue to delivered elements once it has established fair value for all undelivered elements. Payments received in advance under these arrangements are recorded as deferred revenue until earned.

     The Company’s product related software licenses may provide for technical support, bug fixes and rights to unspecified upgrades on a when-and-if-available basis for periods defined within the contract. Revenue related to this post contract customer support is deferred and recognized over the term of the contracted support.

     An accrual is established for warranty expenses at the time the associated revenue is recognized. Shipping and insurance costs associated with the sale of Discovery Tools systems are not material and are included in sales, general and administrative costs.

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SYMYX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Royalty and License Fees

     Amounts received from third parties for licenses to the Company’s intellectual property are recognized when earned under the terms of the agreements. Generally revenue is recognized upon transfer of the license unless the Company has continuing obligations for which fair value cannot be established, in which case the revenue is recognized over the period of the obligation. If there are extended payment terms, license fee revenue is recognized as these payments become due. The Company considers all arrangements with payment terms extending beyond 12 months not to be fixed or determinable. If there is a provision in the licensing agreement for a variable fee in addition to a non-refundable minimum amount, the amount of the non-refundable minimum guarantee is recognized upon transfer of the license unless the Company has continuing obligations for which fair value cannot be established and the amount of the variable fee in excess of the guaranteed minimum is recognized as revenue when it is fixed and determinable.

     Royalty revenues are recorded based on reported sales by third party licensees of products containing the Company’s software and intellectual property.

     Amounts received from third parties for options to license certain technology or enter collaborative arrangements upon specified terms are deferred until either the option is exercised or the option right expires.

Concentration of Revenue

     For the three and six months ended June 30, 2003, and 2002 the following customers contributed more than 10% of the Company’s total revenue (in thousands):

                                   
      Three Months Ended   Six Months Ended
      June 30   June 30
     
 
      2003   2002   2003   2002
     
 
 
 
ExxonMobil
  $ 4,869     $ 3,455     $ 7,729     $ 5,661  
Merck & Co.
    1,149       630       4,888       2,767  
North Dakota State University
    1,578             2,860        
Undisclosed Partner
    1,850       1,975       3,583       3,250  
 
   
     
     
     
 
 
Total
  $ 9,446     $ 6,060     $ 19,060     $ 11,678  
 
   
     
     
     
 

     The revenue from the above customers has been included in the following reportable segments for the three and six month periods ended June 30, 2003 and 2002 (in thousands):

                                   
      Three Months Ended   Six Months Ended
      June 30   June 30
     
 
      2003   2002   2003   2002
     
 
 
 
Industry Collaborations
  $ 3,979     $ 5,381     $ 7,829     $ 9,900  
Discovery Tools
    3,217       639       8,981       1,738  
Intellectual Property Licensing
    2,250       40       2,250       40  
 
   
     
     
     
 
 
Total
  $ 9,446     $ 6,060     $ 19,060     $ 11,678  
 
   
     
     
     
 

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SYMYX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inventories

     Work in process is the only component of inventories for all periods presented and comprises customized Discovery Tools systems in the process of being built. Inventories are carried at the lower of cost or market, determined on a specific identification basis.

Warranty expense accrual

     The Company offers a warranty on each Discovery Tool System shipped. The specific terms and conditions of these warranties vary depending upon the product sold and country in which the Company does business, however they typically include coverage for parts and labor and software bug fixes, for a specified period (typically 1 year). The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Changes in the Company’s product warranty expense accrual during the six month period ended June 30, 2003 are as follows (in thousands):

           
 
Balance as of January 1, 2003
  $ 1,899  
 
New warranties issued during the period
    398  
 
Costs incurred during the period on specific systems
    (261 )
 
Changes in liability for pre-existing warranties during the period, including expirations
     
 
   
 
Balance as of June 30, 2003
  $ 2,036  
 
   
 

Income Taxes

     Income taxes have been provided using the liability method in accordance with FASB Statement 109, “Accounting for Income Taxes”. In accordance with FASB Statement 109, a deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized.

Stock Based Compensation

     Compensation expense for options granted to non-employees has been determined in accordance with SFAS 123 as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for options granted to non-employees is periodically re-measured as the underlying options vest.

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SYMYX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)