UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 SEPTEMBER 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 |
94-3234479 |
|
(STATE OR OTHER JURISDICTION OF |
(IRS EMPLOYER |
|
INCORPORATION OR ORGANIZATION) |
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 November 14, 2002 there were 24,812,946 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 September 30, 2002 and December 31, 2001 |
3 | |||||||||
Condensed Statements of Operations for the three and nine months ended September 30, 2002 and 2001 |
4 | |||||||||
Condensed Statements of Cash Flows for the nine months ended September 30, 2002 and 2001 |
5 | |||||||||
Notes to Condensed Financial Statements |
6 | |||||||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
10 | ||||||||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
18 | ||||||||
| Item 4. |
Controls and Procedures |
29 | ||||||||
PART II. OTHER INFORMATION |
||||||||||
| Item 1. |
Legal Proceedings |
30 | ||||||||
| Item 2. |
Changes in Securities and Use of Proceeds |
30 | ||||||||
| Item 3. |
Defaults Upon Senior Securities |
30 | ||||||||
| Item 4. |
Submission of Matters to a Vote of Security Holders |
30 | ||||||||
| Item 5. |
Other Information |
30 | ||||||||
| Item 6. |
Exhibits and Reports on Form 8-K |
30 | ||||||||
Signatures |
31 | |||||||||
Certifications |
32 | |||||||||
2
PART I
ITEM 1. FINANCIAL STATEMENTS
VIROLOGIC, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
| SEPTEMBER 30, | DECEMBER 31, | |||||||||
| 2002 | 2001 | |||||||||
| (UNAUDITED) | (NOTE 1) | |||||||||
ASSETS |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 3,045 | $ | 1,399 | ||||||
Short-term investments |
2,413 | 7,563 | ||||||||
Accounts receivable, net of allowance for
doubtful accounts of $965 and $588 in 2002
and 2001, respectively |
3,739 | 4,562 | ||||||||
Lease assignment receivable |
1,000 | | ||||||||
Prepaid expenses |
1,361 | 1,464 | ||||||||
Tenant improvement reimbursement |
| 1,286 | ||||||||
Inventory |
1,193 | 956 | ||||||||
Restricted cash |
150 | 100 | ||||||||
Other current assets |
325 | 385 | ||||||||
Total current assets |
13,226 | 17,715 | ||||||||
Property and equipment, net |
11,710 | 18,381 | ||||||||
Restricted cash |
557 | 900 | ||||||||
Other assets |
741 | 855 | ||||||||
Total assets |
$ | 26,234 | $ | 37,851 | ||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$ | 1,615 | $ | 2,304 | ||||||
Accrued compensation |
1,412 | 2,036 | ||||||||
Accrued liabilities |
1,693 | 2,386 | ||||||||
Advance from subtenant |
| 1,300 | ||||||||
Deferred revenue |
577 | 314 | ||||||||
Current portion of capital lease obligations |
1,129 | 977 | ||||||||
Current portion of loans payable |
412 | 890 | ||||||||
Total current liabilities |
6,838 | 10,207 | ||||||||
Long-term portion of capital lease obligations |
673 | 1,341 | ||||||||
Long-term portion of loans payable |
| 174 | ||||||||
Long-term advance from subtenant |
| 975 | ||||||||
Other long-term liabilities |
351 | 455 | ||||||||
Redeemable convertible preferred stock |
12,098 | 11,228 | ||||||||
Commitments |
||||||||||
Stockholders equity: |
||||||||||
Common stock |
25 | 21 | ||||||||
Additional paid-in capital |
102,699 | 93,226 | ||||||||
Deferred compensation |
(297 | ) | (875 | ) | ||||||
Accumulated other comprehensive income |
26 | 94 | ||||||||
Accumulated deficit |
(96,179 | ) | (78,995 | ) | ||||||
Total stockholders equity |
6,274 | 13,471 | ||||||||
Total liabilities and stockholders equity |
$ | 26,234 | $ | 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 | NINE MONTHS ENDED | |||||||||||||||||
| SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
Revenue: |
||||||||||||||||||
Product revenue |
$ | 5,672 | $ | 4,283 | $ | 17,595 | $ | 11,922 | ||||||||||
NIH grant revenue |
255 | 120 | 697 | 338 | ||||||||||||||
Total revenue |
5,927 | 4,403 | 18,292 | 12,260 | ||||||||||||||
Operating costs and expenses: |
||||||||||||||||||
Cost of product revenue |
3,463 | 2,760 | 10,649 | 8,172 | ||||||||||||||
Research and development |
2,469 | 3,106 | 8,286 | 8,750 | ||||||||||||||
General and administrative |
2,279 | 2,851 | 7,661 | 8,423 | ||||||||||||||
Sales and marketing |
3,333 | 2,354 | 9,181 | 7,026 | ||||||||||||||
Total operating costs and expenses |
11,544 | 11,071 | 35,777 | 32,371 | ||||||||||||||
Operating loss |
(5,617 | ) | (6,668 | ) | (17,485 | ) | (20,111 | ) | ||||||||||
Interest income |
54 | 223 | 252 | 980 | ||||||||||||||
Interest expense |
(75 | ) | (111 | ) | (246 | ) | (323 | ) | ||||||||||
Other income |
52 | | 295 | | ||||||||||||||
Net loss |
(5,586 | ) | (6,556 | ) | (17,184 | ) | (19,454 | ) | ||||||||||
Deemed dividend to preferred stockholders |
| (2,269 | ) | (2,860 | ) | (2,269 | ) | |||||||||||
Preferred stock dividend |
(249 | ) | (103 | ) | (715 | ) | (103 | ) | ||||||||||
Net loss applicable to common stockholders |
$ | (5,835 | ) | $ | (8,928 | ) | $ | (20,759 | ) | $ | (21,826 | ) | ||||||
Basic and diluted net loss per common share |
$ | (0.24 | ) | $ | (0.45 | ) | $ | (0.89 | ) | $ | (1.09 | ) | ||||||
Weighted-average shares used in computing
basic and diluted net loss per common
share |
24,695 | 20,033 | 23,449 | 19,956 | ||||||||||||||
See accompanying notes to Condensed Financial Statements.
4
VIROLOGIC, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
| NINE MONTHS ENDED | |||||||||||
| SEPTEMBER 30, | |||||||||||
| 2002 | 2001 | ||||||||||
OPERATING ACTIVITIES |
|||||||||||
Net loss |
$ | (17,184 | ) | $ | (19,454 | ) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: |
|||||||||||
Depreciation and amortization |
2,852 | 2,311 | |||||||||
Non-cash stock-based compensation |
793 | 1,478 | |||||||||
Allowance for doubtful accounts |
377 | 248 | |||||||||
Amortization of subtenant advance |
(327 | ) | | ||||||||
Amortization of deferred gain |
(68 | ) | | ||||||||
Gain on short-term investments |
(51 | ) | (187 | ) | |||||||
Changes in assets and liabilities: |
|||||||||||
Accounts receivable |
446 | (987 | ) | ||||||||
Prepaid expenses |
103 | (671 | ) | ||||||||
Inventory |
(237 | ) | (374 | ) | |||||||
Other current assets |
(157 | ) | 142 | ||||||||
Accounts payable |
(689 | ) | 136 | ||||||||
Accrued compensation |
(624 | ) | 689 | ||||||||
Accrued liabilities |
(1,107 | ) | (981 | ) | |||||||
Deferred revenue |
263 | 205 | |||||||||
Other long-term liabilities |
(24 | ) | (21 | ) | |||||||
Net cash used in operating activities |
(15,634 | ) | (17,466 | ) | |||||||
INVESTING ACTIVITIES |
|||||||||||
Purchases of short-term investments |
(7,456 | ) | (6,561 | ) | |||||||
Maturities and sales of short-term investments |
12,589 | 10,120 | |||||||||
Restricted cash |
293 | 429 | |||||||||
Capital expenditures |
(1,227 | ) | (5,122 | ) | |||||||
Lease assignment |
3,213 | | |||||||||
Tenant improvement reimbursement |
1,286 | | |||||||||
Advance from subtenant |
| 2,600 | |||||||||
Other assets |
55 | (305 | ) | ||||||||
Net cash provided by investing activities |
8,753 | 1,161 | |||||||||
FINANCING ACTIVITIES |
|||||||||||
Principal payments on loans payable |
(875 | ) | (1,096 | ) | |||||||
Principal payments on capital lease obligations |
(748 | ) | (378 | ) | |||||||
Net proceeds from issuance of common stock |
309 | 427 | |||||||||
Net proceeds from issuance of preferred stock |
9,841 | 14,918 | |||||||||
Net cash provided by financing activities |
8,527 | 13,871 | |||||||||
Net increase (decrease) in cash and cash equivalents |
1,646 | (2,434 | ) | ||||||||
Cash and cash equivalents at beginning of period |
1,399 | 12,623 | |||||||||
Cash and cash equivalents at end of period |
$ | 3,045 | $ | 10,189 | |||||||
See accompanying notes to Condensed Financial Statements.
5
VIROLOGIC, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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 nine-month period ended September 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. Revenue generated from our database of resistance test results is recognized when earned under the terms of the related agreements, generally at the shipment of the requested reports. 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):
| September 30, | December 31, | |||||||
| 2002 | 2001 | |||||||
Raw materials |
$ | 787 | $ | 663 | ||||
Work in process |
406 | 293 | ||||||
Total |
$ | 1,193 | $ | 956 | ||||
Reclassification
Certain reclassifications of prior period amounts have been made to conform with the current period presentation.
Recent Accounting Pronouncements
In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146 Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability
6
for a cost associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred, rather than at the date of an entitys commitment to an exit plan. The provisions SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 is not expected to have a material effect on the Companys results of operations or financial position.
In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145 Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS 145). SFAS 145 rescinds SFAS 4 Reporting Gains and Losses from Extinguishment of Debt and an amendment of that Statement, SFAS 64 Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. SFAS 145 also rescinds SFAS 44 Accounting for Intangible Assets of Motor Carriers. SFAS 145 amends SFAS 13 Accounting for Leases to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS 145 are effective for financial statements issued on or after May 15, 2002. The adoption of SFAS 145 is not expected to have a material effect on the Companys results of operations or financial position.
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 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 | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||
Net loss |
$ | (5,586 | ) | $ | (6,556 | ) | $ | (17,184 | ) | $ | (19,454 | ) | ||||
Changes in
unrealized gain (loss) on
securities
available-for-sale,
net of tax |
3 | 37 | (68 | ) | (53 | |||||||||||