UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003
OR
| x | 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: 0-29975
ACLARA BioSciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
94-3222727 | |
| (State of incorporation) |
(IRS Employer Identification Number) |
1288 Pear Avenue
Mountain View, California 94043
(Address of principal executive offices and zip code)
650-210-1200
(Registrant’s telephone number, including area code)
Indicate by check mark whether 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 ¨.
The number of shares outstanding of the registrant’s common stock as of April 30, 2003 was 35,463,049.
ACLARA BIOSCIENCES, INC.
| PAGE | ||||||
| Part I: |
Financial Information |
|||||
| Item 1. |
Financial Statements (Unaudited) |
|||||
| Condensed Balance Sheets as of March 31, 2003 and December 31, 2002 |
3 | |||||
| 4 | ||||||
| 5 | ||||||
| 6 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 | ||||
| Item 3. |
18 | |||||
| Item 4. |
18 | |||||
| Part II: |
Other Information |
|||||
| Item 1. |
18 | |||||
| Item 2. |
18 | |||||
| Item 3. |
18 | |||||
| Item 4. |
19 | |||||
| Item 5. |
19 | |||||
| Item 6. |
19 | |||||
| 22 | ||||||
| 23 | ||||||
2
PART I—FINANCIAL INFORMATION
ITEM 1. Financial Statements
ACLARA BIOSCIENCES, INC.
(A Development Stage Enterprise)
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
| March 31, 2003 |
December 31, 2002 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
76,368 |
|
$ |
38,006 |
| ||
| Restricted cash |
|
— |
|
|
34,125 |
| ||
| Short-term marketable investments |
|
7,756 |
|
|
12,842 |
| ||
| Accounts receivable |
|
172 |
|
|
469 |
| ||
| Prepaid expenses and other current assets |
|
309 |
|
|
422 |
| ||
| Inventories |
|
2,780 |
|
|
2,780 |
| ||
| Total current assets |
|
87,385 |
|
|
88,644 |
| ||
| Long-term marketable investments |
|
17,158 |
|
|
21,612 |
| ||
| Property and equipment, net |
|
6,833 |
|
|
7,098 |
| ||
| Other assets, net |
|
1,511 |
|
|
1,564 |
| ||
| Total assets |
$ |
112,887 |
|
$ |
118,918 |
| ||
| LIABILITIES & STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
896 |
|
$ |
689 |
| ||
| Accrued payroll and related expenses |
|
1,056 |
|
|
1,023 |
| ||
| Accrued expenses and other current liabilities |
|
1,667 |
|
|
1,357 |
| ||
| Deferred revenue |
|
75 |
|
|
104 |
| ||
| Restructuring accrual |
|
29 |
|
|
501 |
| ||
| Current portion of loans payable |
|
206 |
|
|
202 |
| ||
| Total current liabilities |
|
3,929 |
|
|
3,876 |
| ||
| Loans payable, net of current portion |
|
489 |
|
|
542 |
| ||
| Deferred rent |
|
433 |
|
|
414 |
| ||
| Total liabilities |
|
4,851 |
|
|
4,832 |
| ||
| Contingencies (Note 3) |
||||||||
| Stockholders’ equity: |
||||||||
| Common stock, $0.001 par value: |
||||||||
| Authorized 150,000,000 shares; Issued and outstanding: 35,463,049 shares at March 31, 2003 and 35,391,018 shares at December 31, 2002 |
|
36 |
|
|
36 |
| ||
| Treasury stock at cost (900,000 shares at March 31, 2003 and December 31, 2002) |
|
(1,350 |
) |
|
(1,350 |
) | ||
| Additional paid-in capital |
|
258,773 |
|
|
258,798 |
| ||
| Deferred stock-based compensation |
|
(415 |
) |
|
(627 |
) | ||
| Accumulated other comprehensive income |
|
290 |
|
|
297 |
| ||
| Deficit accumulated during development stage |
|
(149,298 |
) |
|
(143,068 |
) | ||
| Total stockholders’ equity |
|
108,036 |
|
|
114,086 |
| ||
| Total liabilities and stockholders’ equity |
$ |
112,887 |
|
$ |
118,918 |
| ||
The accompanying notes are an integral part of these condensed financial statements.
3
ACLARA BIOSCIENCES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
| Three Months Ended March 31, |
Cumulative Period from May 5, 1995 (Inception) to March 31, 2003 |
|||||||||||
| 2003 |
2002 |
|||||||||||
| Revenues |
$ |
179 |
|
$ |
590 |
|
$ |
18,067 |
| |||
| Costs and operating expenses: |
||||||||||||
| Research and development |
|
4,350 |
|
|
6,392 |
|
|
91,170 |
| |||
| Selling, general and administrative |
|
2,499 |
|
|
2,833 |
|
|
50,283 |
| |||
| Litigation settlement |
|
— |
|
|
1,534 |
|
|
44,002 |
| |||
| Restructuring |
|
— |
|
|
— |
|
|
3,327 |
| |||
| Total costs and operating expenses |
|
6,849 |
|
|
10,759 |
|
|
188,782 |
| |||
| Loss from operations |
|
(6,670 |
) |
|
(10,169 |
) |
|
(170,715 |
) | |||
| Interest income |
|
455 |
|
|
1,093 |
|
|
23,167 |
| |||
| Interest expense |
|
(15 |
) |
|
(12 |
) |
|
(1,269 |
) | |||
| Net loss |
|
(6,230 |
) |
|
(9,088 |
) |
|
(148,817 |
) | |||
| Dividends related to beneficial conversion feature of preferred stock |
|
— |
|
|
— |
|
|
(5,000 |
) | |||
| Accretion to redemption value and accrued dividends on mandatory redeemable convertible preferred stock |
|
— |
|
|
— |
|
|
(6,292 |
) | |||
| Net loss attributable to common stockholders |
$ |
(6,230 |
) |
$ |
(9,088 |
) |
$ |
(160,109 |
) | |||
| Net loss per common share, basic and diluted |
$ |
(0.18 |
) |
$ |
(0.25 |
) |
||||||
| Weighted average shares used in net loss per common share calculation, basic and diluted |
|
35,445 |
|
|
35,860 |
|
||||||
The accompanying notes are an integral part of these condensed financial statements.
4
ACLARA BIOSCIENCES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Three Months Ended March 31, |
Cumulative Period from May 5, 1995 (Inception) to March 31, |
|||||||||||
| 2003 |
2002 |
2003 |
||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
| Net loss |
$ |
(6,230 |
) |
$ |
(9,088 |
) |
$ |
(148,817 |
) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
| Depreciation and amortization |
|
456 |
|
|
493 |
|
|
6,217 |
| |||
| Amortization of discount on marketable investments |
|
32 |
|
|
(192 |
) |
|
(3,104 |
) | |||
| Amortization of note and long-term debt discount |
|
— |
|
|
— |
|
|
597 |
| |||
| Amortization of deferred stock based compensation |
|
156 |
|
|
361 |
|
|
12,550 |
| |||
| Loss on sale of fixed assets |
|
— |
|
|
— |
|
|
45 |
| |||
| Amortization of other assets |
|
54 |
|
|||||||||