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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


(MARK ONE)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE PERIOD ENDED MARCH 31, 2003

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM            TO            .

COMMISSION FILE NO. 0-28218


AFFYMETRIX, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  77-0319159
(I.R.S. Employer
Identification Number)

3380 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA

(Address of principal executive offices)

 

95051
(Zip Code)

Registrant's telephone number, including area code: (408) 731-5000


        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 ý    No o

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

COMMON SHARES OUTSTANDING ON APRIL 30, 2003: 58,795,089





AFFYMETRIX, INC.

TABLE OF CONTENTS

 
   
   
  Page
PART I. FINANCIAL INFORMATION    

 

 

Item 1.

 

Financial Statements (Unaudited)

 

2

 

 

 

 

Condensed Consolidated Balance Sheets at March 31, 2003 and December 31, 2002

 

2

 

 

 

 

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002

 

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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

 

25

 

 

Item 4.

 

Controls and Procedures

 

26

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

 

Legal Proceedings

 

27

 

 

Item 5.

 

Other Information

 

28

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

 

37

SIGNATURES

 

39


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


AFFYMETRIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

(UNAUDITED)

 
  March 31,
2003

  December 31,
2002

 
 
   
  (Note 1)

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 25,947   $ 67,888  
  Available-for-sale securities     402,662     293,570  
  Accounts receivable     54,067     65,986  
  Inventories     28,132     26,739  
  Prepaid expenses     3,105     3,380  
  Other current assets     162     390  
   
 
 
    Total current assets     514,075     457,953  
Property and equipment, net     69,824     72,836  
Acquired technology rights, net     30,123     23,039  
Goodwill     18,601     18,601  
Notes receivable from employees     1,563     1,674  
Other assets     25,187     27,300  
   
 
 
    $ 659,373   $ 601,403  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Current liabilities:              
  Accounts payable and accrued liabilities   $ 64,148   $ 66,864  
  Deferred revenue     34,314     19,381  
   
 
 
    Total current liabilities     98,462     86,245  
Deferred revenue     53,412      
Other long-term liabilities     8,178     8,322  
Convertible subordinated notes     368,900     368,900  
Common stock purchase rights     3,000     3,000  
Stockholders' equity:              
  Common stock     588     585  
  Additional paid-in capital     359,779     355,515  
  Notes receivable from stockholders     (741 )   (720 )
  Deferred stock compensation     (7,320 )   (8,015 )
  Accumulated other comprehensive income     781     515  
  Accumulated deficit     (225,666 )   (212,944 )
   
 
 
    Total stockholders' equity     127,421     134,936  
   
 
 
    $ 659,373   $ 601,403  
   
 
 

Note 1:   The condensed consolidated balance sheet at December 31, 2002 has been derived from the audited consolidated financial statements at that date included in the Company's Form 10-K for the fiscal year ended December 31, 2002.

See accompanying notes.

2



AFFYMETRIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
Revenue:              
  Product sales   $ 46,754   $ 46,057  
  Product related revenue     14,394     11,154  
   
 
 
    Total product and product related revenue     61,148     57,211  
  Royalties and other revenue     3,154     4,954  
  Revenue from Perlegen Sciences     2,509     5,971  
   
 
 
      Total revenue     66,811     68,136  
   
 
 
Costs and expenses:              
  Cost of product sales     16,820     19,435  
  Cost of product related revenue     2,193     1,259  
  Cost of revenue from Perlegen Sciences     2,509     5,971  
  Research and development     15,905     16,689  
  Selling, general and administrative     27,975     23,490  
  Amortization of deferred stock compensation     695     3,707  
  Amortization of purchased intangibles     281     281  
  Charge for acquired in-process research and development     10,096      
   
 
 
      Total costs and expenses     76,474     70,832  
   
 
 
Loss from operations     (9,663 )   (2,696 )
Interest income and other, net     2,375     4,244  
Interest expense     (4,900 )   (4,929 )
   
 
 
Net loss before income taxes     (12,188 )   (3,381 )
Income tax provision     (534 )   (200 )
   
 
 
Net loss   $ (12,722 ) $ (3,581 )
   
 
 
Basic and diluted net loss per share   $ (0.22 ) $ (0.06 )
   
 
 
Shares used in computing basic and diluted net loss per share     58,549     57,809  
   
 
 

See accompanying notes.

3



AFFYMETRIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
Cash flows from operating activities:              
  Net loss   $ (12,722 ) $ (3,581 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities:              
    Depreciation and amortization     5,742     5,221  
    Amortization of intangible assets     1,101     900  
    Amortization of investment premiums, net     59     1,024  
    Stock compensation     695     3,707  
    Realized gain on sales of investments     (345 )   (1,301 )
    Write down of equity investments     496      
    Amortization of debt offering costs     441     442  
    Accretion of interest on notes receivable from stockholders     (21 )   (22 )
    Accretion of interest on notes receivable     (90 )    
    Gain on disposal of equipment     (59 )    
    Change in operating assets and liabilities:              
      Accounts receivable, net     11,919     4,279  
      Inventories     (1,393 )   (518 )
      Prepaid expenses     275     (2 )
      Other assets     193     310  
      Accounts payable and accrued liabilities     (3,078 )   (12,845 )
      Deferred revenue     68,345     279  
   
 
 
        Net cash provided by (used in) operating activities     71,558     (2,107 )
   
 
 
Cash flows from investing activities:              
  Capital expenditures     (2,671 )   (9,449 )
  Purchases of available-for-sale securities     (258,569 )   (83,003 )
  Proceeds from the sales or maturities of available-for-sale securities     150,097     100,145  
  Collection of notes receivable from employees     1,131      
  Issuance of notes receivable to employee     (1,000 )    
  Purchase of non-marketable equity investment     (1,000 )    
  Purchase of technology rights     (5,904 )    
   
 
 
        Net cash (used in) provided by investing activities     (117,916 )   7,693  
   
 
 
Cash flows from financing activities:              
  Issuance of common stock     4,267     636  
   
 
 
        Net cash provided by financing activities     4,267     636  
   
 
 
        Effect of exchange rate changes on cash     150     67  
Net (decrease) increase in cash and cash equivalents     (41,941 )   6,289  
Cash and cash equivalents at beginning of period     67,888     58,795  
   
 
 
Cash and cash equivalents at end of period   $ 25,947   $ 65,084  
   
 
 

See accompanying notes.

4



AFFYMETRIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2003

(UNAUDITED)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of Affymetrix, Inc. ("Affymetrix" or the "Company") and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring entries) considered necessary for a fair presentation have been included.

        Results for any interim period are not necessarily indicative of results for any future interim period or for the entire year. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

Reclassifications

        Certain amounts in 2002 have been reclassified to conform to the 2003 presentation.

Revenue Recognition

        Product sales, including revenues from Perlegen Sciences, include sales of GeneChip® probe arrays and related instrumentation. Probe array and instrumentation revenues are recognized when earned, which is generally upon shipment and transfer of title to the customer and fulfillment of any significant post-delivery obligations. Reserves are provided for anticipated warranty expenses at the time the associated revenue is recognized.

        Product related revenue includes subscription fees earned under EasyAccess™ agreements and license fees, milestones and royalties earned from collaborative product development and supply agreements, service revenue, revenue from custom probe array design fees and software revenue.

        Revenue from subscription fees is recorded ratably over the term of the related EasyAccess™ agreements.

        The Company has entered into collaborative arrangements which generally include a research and product development phase and a manufacturing and supply phase. These arrangements may include up-front nonrefundable license fees, milestones, product supply and distribution arrangements and royalties based on the sale of final product by the partner. In these arrangements, up-front nonrefundable payments are generally recognized over the research and product development phase, milestones are recognized when earned, revenue from the sale of product is recognized as a component of product sales when the product is shipped to the partner and royalties are recognized when earned,

5



generally when the partner sells the final product to end customers. Any payments received which are not yet earned are included in deferred revenue.

        Revenue related to extended warranty arrangements is deferred and recognized over the applicable periods. Revenue from custom probe array design fees associated with our of GeneChip® CustomExpress™ products are recognized when the associated products are shipped. In 2002, custom probe array design fees were included in research revenue based on the fact that the Company had not fully commercialized this product offering.

        Royalties and other revenue includes royalties earned from third party license agreements and research revenue which mainly consists of amounts earned under government grants. Additionally, other revenue includes fees earned through the license of the Company's intellectual property. In 2002, research revenue also includes custom probe array design fees.

        Royalty revenues include amounts earned from the sale of products by third parties which have been licensed under the Company's intellectual property portfolio. Royalty revenues are recognized under the terms of the related agreements generally upon manufacture or shipment of a product by a licensee.

        Research revenue is mainly comprised of amounts earned under government grants. Research revenue is recorded in the period in which the associated costs are incurred. The costs associated with these grants are reported as research and development expense.

        License revenues are generally recognized upon execution of the agreement unless the Company has continuing performance obligations, in which case the license revenue is recognized ratably over the period of expected performance.

Derivative Instruments

        During the normal course of business, the Company is exposed to foreign currency exchange risk arising from transactions that are denominated in currencies other than the United States dollar. To manage these risks associated with foreign currency exchange, the Company began utilizing derivative financial instruments in the first quarter of 2003. Derivatives are financial instruments that derive their value from one or more underlying financial instruments. As a matter of policy, the Company may only enter into derivative instruments that are either foreign currency forward contracts or swaps. The Company's derivative instruments are entered into for periods consistent with the related underlying exposures and do not constitute positions that are independent of those exposures. In addition, the Company does not enter into derivative contracts for trading or speculative purposes, and is not party to any leveraged derivative instrument. The notional amounts of derivatives do not represent actual amounts exchanged by the parties to the instrument, and, thus, are not a measure of exposure to the Company through its use of derivatives. Additionally, the Company enters into derivative agreements only with highly rated counterparties and does not expect to incur any losses resulting from non-performance by other parties.

6



Basic and Diluted Net Loss Per Share

        Basic net loss per share is calculated using the weighted average number of shares of common stock outstanding during the period less the weighted-average number of shares of common stock subject to repurchase. Diluted net loss per share gives effect to dilutive stock options and warrants (calculated based on the treasury stock method) and convertible debt (calculated on an as-if-converted method). The calculation of diluted net loss per share excludes shares of potential common stock if their effect is anti-dilutive.

        Shares used in computing basic and diluted net loss per share is as follows (in thousands):

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
Weighted-average shares outstanding   58,676   58,034  
Less: Weighted-average shares of common stock subject to repurchase   (127 ) (225 )
   
 
 
Weighted-average shares used in computing basic and diluted net loss per share   58,549   57,809  
   
 
 

        The excluded securities, on an actual outstanding basis, were as follows (in thousands):

 
  March 31,
 
  2003
  2002
Options and warrants   10,759   11,520
Convertible subordinated notes   3,803   3,810
Common stock subject to repurchase   122   206

Stock-Based Compensation

        At March 31, 2003, the Company has six stock-based employee and non-employee director compensation plans, which are more fully described in the Company's Annual Report on Form 10-K. The Company has elected to continue to follow the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations for these plans. During the three month ended March 31, 2003, no stock-based compensation cost is reflected in net loss, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant in accordance with FASB Statement No. 148. During the three months ended March 31, 2002, employee-based stock compensation relates to the modification of certain previously granted awards.

7



        The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, as amended by SFAS 148, to stock-based employee compensation (in thousands, except per share amounts):

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
Net loss—as reported   $ (12,722 ) $ (3,581 )
Add: Stock-based employee compensation expense included in reported net loss         1,605  
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards     (7,466 )   (13,092 )
   
 
 
Pro forma net loss   $ (20,188 ) $ (15,068 )
   
 
 
Loss per share:              
Basic loss per common share—as reported   $ (0.22 ) $ (0.06 )
   
 
 
Basic loss per common share—pro forma   $ (0.34 ) $ (0.26 )
   
 
 

Recent Accounting Pronouncements

        In November 2002, the FASB issued the FASB Interpretation No. 45 (or FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which clarifies the requirements for a guarantor's accounting and disclosures of certain guarantees issued and outstanding. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements in this Interpretation were effective beginning in January 2003. The adoption of FIN 45 did not have a significant impact on the Company's consolidated financial statements (See Note 11).

        In January 2003, the FASB issued Interpretation No. 46 (or FIN 46), "Consolidation of Variable Interest Entities." FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. A variable interest entity is a corporation, partnership, trust, or any other legal structures used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The consolidation requirements of FIN 46 apply immediately to variable interest

8



entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of the disclosure requirements of FIN 46 did not have a significant impact on the Company's consolidated financial statements. The complete adoption of FIN 46 is not expected to have a material impact on the Company's consolidated financial statements.

NOTE 2—PRODUCT SALES AND PRODUCT RELATED REVENUE

        The components of product sales are as follows (in thousands):

 
  Three Months Ended
March 31,

 
  2003
  2002
Probe arrays and related supplies   $ 39,065   $ 34,987
Instruments     7,689     11,070
   
 
  Total product sales   $ 46,754   $ 46,057
   
 

        The components of product related revenue are as follows (in thousands):

 
  Three Months Ended
March 31,

 
  2003
  2002
Subscription fees   $ 7,575   $ 7,981
Service and other     4,441     3,173
License fees and milestone revenue     2,378    
   
 
  Total product related revenue   $ 14,394   $ 11,154
   
 

NOTE 3—COLLABORATIVE AGREEMENTS

        The Company has agreements with many entities to develop and test probe arrays for the detection of certain gene sequences, mutations or organisms. Under such agreements, the Company may receive development fees and may receive payments upon achievement of certain technical goals.

F. Hoffmann-La Roche Ltd. ("Roche")

        In February 1998, Affymetrix entered into a non-exclusive collaborative development agreement with Roche to initially develop probe array-based diagnostic products. Under the terms of the agreement the parties are collaborating to develop mutually agreed upon arrays directed to selected genes, as well as associated instrumentation and reagents. In January 2003, the Company expanded its collaboration with Roche by granting Roche access to its GeneChip® technologies to develop and commercialize GeneChip® laboratory tests for DNA analysis, genotyping and resequencing applications, as well as for RNA expression analysis, in a broad range of human disease areas. Using

9



Affymetrix' GeneChip® technologies, Roche is seeking to develop and market tests for diseases such as cancer, osteoporosis, cardiovascular, metabolic, infectious and inflammatory diseases. Under the terms of the collaborative agreement, Roche paid Affymetrix an up-front, nonrefundable license fee of $70.0 million. Affymetrix will recognize this amount as a component of product related revenue over the research and product development phase which is expected to approximate five years. The agreement, which is subject to Roche's option to terminate on December 31, 2007 or any time on or after June 2, 2013, with one year's prior notice, includes a broad range of other compensation payable by Roche to Affymetrix throughout the life of the agreement based on annual royalties on sales of diagnostic kits, milestone payments for technical and commercial achievements, a manufacturing and supply agreement, and related license installments.

NOTE 4—INVENTORIES

        Inventories consist of the following (in thousands):

 
  March 31,
2003

  December 31,
2002

Raw materials   $ 8,667   $ 8,023
Work-in-process     3,345     2,597
Finished goods     16,120     16,119
   
 
  Total   $ 28,132   $ 26,739
   
 

NOTE 5—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

        Accounts payable and accrued liabilities consist of the following (in thousands):

 
  March 31,
2003

  December 31,
2002

Accounts payable   $ 16,756   $ 15,174
Accrued compensation and related liabilities     11,675     16,687
Accrued interest on convertible subordinated notes     1,300     5,789
Accrued sales and use tax     3,021     3,135
Accrued legal     4,294     2,897
Accrued royalties     19,460     15,645
Other     7,642     7,537
   
 
  Total   $ 64,148   $ 66,684
   
 

10


NOTE 6—COMPREHENSIVE INCOME (LOSS)

        The components of comprehensive income (loss) are as follows (in thousands):

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
Net loss   $ (12,722 ) $ (3,581 )
Foreign currency translation adjustment     150     67  
Unrealized loss on equity investment         (2,927 )
Unrealized gain (loss) on debt securities     334     (3,853 )
Unrealized loss on hedging contracts     (218 )    
   
 
 
Comprehensive loss   $ (12,456 ) $ (10,294 )
   
 
 

NOTE 7—PERLEGEN SCIENCES, INC.

        In October 2000, Affymetrix formed Perlegen Sciences, Inc. ("Perlegen") as a wholly-owned subsidiary. In connection with the formation of Perlegen, the Company contributed to Perlegen the rights to use certain intellectual property with no cost basis and we have rights to use and commercialize certain data generated by Perlegen in the array field. From Perlegen's inception through March 30, 2001 the operating results of Perlegen were consolidated into the Company's financial statements. On March 30, 2001, Perlegen completed a private financing with outside investors raising approximately $100.0 million, which reduced our ownership position in Perlegen to approximately 53%. Two of the outside investors in this financing included trusts of which two of the Company's current directors are trustees. The investments by these trusts represented less than $0.6 million of the total financing for Perlegen. In connection with Perlegen's March 30, 2001 financing, the Company, and certain of its affiliates, including its chief executive officer Stephen P.A. Fodor, placed a portion of its collective holdings (approximately 8%) into an irrevocable voting trust, relinquishing certain voting rights and, as such, the Company relinquished control of Perlegen. Under the terms of the voting trust, the trustee, U.S. Bank Corp. (formerly State Street Bank and Trust Company of California), was required to vote the shares held in the trust on all matters subject to shareholder vote in proportion to the votes of all non-Affymetrix shareholders.

        On January 9, 2003, the Company entered into an agreement with Perlegen to license certain Perlegen technologies that are expected to accelerate the Company's plan to design and commercialize microarrays for whole genome and candidate region DNA analysis. In addition to broadening our access to Perlegen technologies, this licensing agreement advances by approximately three years the Company's prior commercialization rights to the Perlegen single nucleotide polymorphism (SNP) database for development of chip-based products. Under the terms of the licensing agreement, the Company paid Perlegen a total of $15.0 million in cash and granted Perlegen a $3.0 million credit which will be applied against the margin on the Company's future sales of chips to Perlegen. This credit expires in three years. This new agreement also eliminates any future royalty obligations for array products that the Company commercializes based on information contained in Perlegen's SNP database. Affymetrix engaged an independent third party to conduct a valuation analysis of the licenses acquired. Based upon that independent valuation, Affymetrix recorded a charge of approximately

11



$10.1 million related to in-process research and development in the first quarter of 2003. The remaining $4.9 million was recorded as an intangible asset and will be amortized over the useful lives of the various components of the asset from six to ten years.

        The charge associated with licensing the Perlegen SNP database was included in acquired in-process research and development in the consolidated statement of operations as the database has no alternative future use to Affymetrix. Specifically, the database contains over one million SNPs and will be used in the Company's research and development program to develop high quality, high density DNA analysis microarray products. The value of the SNP database license was determined by estimating the net present value of future cash flows expected from the sale of DNA analysis products developed from this database using a present value discount rate of 30.0%, which is based on Affymetrix' weighted cost of capital adjusted for the risks associated with the in-process research project in which the SNP database content will be used. Upon entering into this license agreement in January 2003, the Company's DNA analysis development program was approximately 33% complete.

        The estimates used by the Company in valuing the licensed technologies were based upon assumptions the Company believes to be reasonable but which are inherently uncertain and unpredictable. The Company's assumptions may be incomplete or inaccurate, and no assurance can be given that unanticipated events and circumstances will not occur. Accordingly, actual results may vary from the projected results.

        On January 27, 2003, Perlegen announced that it completed the first closing of a private financing round led by Maverick Capital, raising an aggregate of approximately $30.2 million. The terms of the voting trust allow it to be terminated once Affymetrix' and its affiliates cease to own 45% or more of the voting securities of Perlegen. As a result of this financing, the Company's collective equity ownership in Perlegen (including that of its affiliates) was reduced to approximately 43%. Accordingly, following Perlegen's January 27, 2003 financing, the voting trust has been terminated. In connection with Perlegen's January 27, 2003 financing, the Company agreed to have the right to designate two members of Perlegen's Board of Directors which shall consist of not more than seven members. Previously, the Company had the right to designate three of the seven members of Perlegen's Board. The Company's two current designees to Perlegen's Board are also members of our Board of Directors.

        The Company accounts for its ownership interest in Perlegen on the equity method as the Company and its affiliates do not control the strategic, operating, investing and financing activities of Perlegen. As the Company's investment in Perlegen has no basis for accounting purposes under generally accepted accounting principles, the Company has not recorded any proportionate share of Perlegen's operating losses in its financial statements since the completion of Perlegen's initial financing.

NOTE 8—INTANGIBLE ASSETS

        Acquired technology rights are comprised of licenses to technology covered by patents to third parties and are amortized over the expected useful life of the underlying patents, which range from one to fifteen years. Accumulated amortization of these rights amounted to $5.4 and $5.3 million at March 31, 2003 and December 31, 2002, respectively.

12



        The expected future annual amortization expense of our acquired technology rights and other intangible assets is as follows (in thousands):

For the Year Ending December 31,

  Amortization
Expense

2003, remainder thereof   $ 3,455
2004     3,477
2005     3,460
2006     3,443
2007     3,443
Thereafter     13,502
   
Total expected future annual amortization   $ 30,780
   

NOTE 9—ACCOUNTING FOR DERIVATIVE INSTRUMENTS

        The Company has international operations and during the normal course of business is exposed to foreign currency exchange risks as a result of transactions that are denominated in currencies other than the United States dollar. During the quarter ended March 31, 2003, the Company entered into foreign currency forward contracts to manage