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 September 30, 2004
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: 0-29975
ACLARA BioSciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3222727 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
1288 Pear Avenue
Mountain View, California 94043
(Address of principal executive offices and zip code)
650-210-1200
(Registrants 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 ¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨.
The number of shares outstanding of the registrants common stock, par value $0.001 per share, as of November 5, 2004 was 36,401,508.
TABLE OF CONTENTS
ACLARA BioSciences is a registered trademark and eTag and the ACLARA logo are trademarks of ACLARA BioSciences, Inc.
i
PART I FINANCIAL INFORMATION
ACLARA BIOSCIENCES, INC.
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
| September 30, 2004 |
December 31, 2003 |
|||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 36,781 | $ | 26,376 | ||||
| Marketable investments |
41,848 | 62,020 | ||||||
| Accounts receivable |
167 | 272 | ||||||
| Prepaid expenses and other current assets |
461 | 345 | ||||||
| Inventories |
2,729 | 2,766 | ||||||
| Total current assets |
81,986 | 91,779 | ||||||
| Property and equipment, net |
4,930 | 5,877 | ||||||
| Other assets, net |
1,189 | 1,350 | ||||||
| Total assets |
$ | 88,105 | $ | 99,006 | ||||
| LIABILITIES & STOCKHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 1,749 | $ | 519 | ||||
| Accrued payroll and related expenses |
1,114 | 983 | ||||||
| Accrued expenses and other current liabilities |
740 | 850 | ||||||
| Deferred revenue |
136 | 550 | ||||||
| Current portion of loans payable |
70 | 161 | ||||||
| Total current liabilities |
3,809 | 3,063 | ||||||
| Loans payable, net of current portion |
329 | 382 | ||||||
| Deferred rent |
481 | 467 | ||||||
| Total liabilities |
4,619 | 3,912 | ||||||
| Stockholders equity: |
||||||||
| Common stock, $0.001 par value: |
||||||||
| Authorized 150,000,000 shares; Issued and outstanding: 36,345,562 shares at September 30, 2004 and 35,901,175 shares at December 31, 2003 |
37 | 37 | ||||||
| Treasury stock at cost (900,000 shares at September 30, 2004 and December 31, 2003) |
(1,350 | ) | (1,350 | ) | ||||
| Additional paid-in capital |
260,672 | 259,379 | ||||||
| Accumulated other comprehensive income (loss) |
(152 | ) | 54 | |||||
| Accumulated deficit |
(175,721 | ) | (163,026 | ) | ||||
| Total stockholders equity |
83,486 | 95,094 | ||||||
| Total liabilities and stockholders equity |
$ | 88,105 | $ | 99,006 | ||||
The accompanying notes are an integral part of these condensed financial statements.
1
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Revenues |
$ | 181 | $ | 276 | $ | 1,293 | $ | 860 | ||||||||
| Costs and operating expenses: |
||||||||||||||||
| Research and development |
2,941 | 3,847 | 8,568 | 12,264 | ||||||||||||
| Selling, general and administrative |
1,530 | 1,714 | 4,733 | 6,122 | ||||||||||||
| Merger related expenses |
248 | | 1,852 | | ||||||||||||
| Total costs and operating expenses |
4,719 | 5,561 | 15,153 | 18,386 | ||||||||||||
| Loss from operations |
(4,538 | ) | (5,285 | ) | (13,860 | ) | (17,526 | ) | ||||||||
| Interest income |
472 | 377 | 1,197 | 1,277 | ||||||||||||
| Interest expense |
(9 | ) | (13 | ) | (32 | ) | (43 | ) | ||||||||
| Net loss |
$ | (4,075 | ) | $ | (4,921 | ) | $ | (12,695 | ) | $ | (16,292 | ) | ||||
| Net loss per common share, basic and diluted |
$ | (0.11 | ) | $ | (0.14 | ) | $ | (0.35 | ) | $ | (0.46 | ) | ||||
| Weighted average shares used in net loss per common share calculation, basic and diluted |
36,327 | 35,681 | 36,181 | 35,564 | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
2
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended September 30, |
||||||||
| 2004 |
2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net loss |
$ | (12,695 | ) | $ | (16,292 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
1,195 | 1,432 | ||||||
| Amortization of discount on marketable investments |
66 | (48 | ) | |||||
| Amortization of deferred stock based compensation |
218 | 451 | ||||||
| Loss on sale of fixed assets |
| 25 | ||||||
| Amortization of other assets |
161 | 161 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
105 | 166 | ||||||
| Prepaid expenses and other current assets |
(116 | ) | (134 | ) | ||||
| Inventories |
37 | 13 | ||||||
| Accounts payable |
1,230 | (66 | ) | |||||
| Accrued payroll and related expenses |
131 | 76 | ||||||
| Accrued expenses and other liabilities |
(110 | ) | 1,547 | |||||
| Restructuring accrual |
| (501 | ) | |||||
| Deferred revenue |
(414 | ) | 102 | |||||
| Deferred rent |
14 | 45 | ||||||
| Net cash used in operating activities |
(10,178 | ) | (13,023 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Acquisition of property and equipment |
(249 | ) | (597 | ) | ||||
| Sales of property and equipment |
2 | 73 | ||||||
| Change in restricted cash |
| 34,125 | ||||||
| Purchase of investments |
(61,046 | ) | (74,881 | ) | ||||
| Sales and maturities of investments |
80,945 | 50,145 | ||||||
| Net cash provided by investing activities |
19,652 | 8,865 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Principal payments for leasehold obligations |
(49 | ) | (45 | ) | ||||
| Principal payments under capital lease obligations |
(95 | ) | (95 | ) | ||||
| Proceeds from issuance of common stock |
1,075 | 3 80 | ||||||
| Net cash provided by financing activities |
931 | 240 | ||||||
| Net increase (decrease) in cash and cash equivalents |
10,405 | (3,918 | ) | |||||
| Cash and cash equivalents, beginning of period |
26,376 | 38,006 | ||||||
| Cash and cash equivalents, end of period |
$ | 36,781 | $ | 34,088 | ||||
The accompanying notes are an integral part of these condensed financial statements.
3
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the interim financial information for ACLARA BioSciences, Inc. (ACLARA). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for the presentation of complete financial statements. The preparation of interim financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates.
This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in ACLARAs Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission. Furthermore, interim results of operations are not necessarily indicative of the results that may be expected for the entire year or for other interim periods.
Comprehensive Income (Loss)
Comprehensive income (loss) generally represents all changes in stockholders equity except those resulting from investments or contributions by stockholders. ACLARAs unrealized gains (losses) on available-for-sale securities represent the only component of comprehensive income that is excluded from ACLARAs net loss for the three and nine months ended September 30, 2004 and 2003. The following table summarizes the components of comprehensive loss.
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Net loss |
$ | (4,075 | ) | $ | (4,921 | ) | $ | (12,695 | ) | $ | (16,292 | ) | ||||
| Unrealized gains (loss) on available-for-sale securities, net of tax |
213 | (89 | ) | (206 | ) | (171 | ) | |||||||||
| Comprehensive loss |
$ | (3,862 | ) | $ | (5,010 | ) | $ | (12,901 | ) | $ | (16,463 | ) | ||||
Net Loss Per Share
Basic earnings per share is calculated based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share would give effect to the dilutive effect of common stock equivalents consisting of 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 antidilutive effect due to ACLARAs net loss.
The following outstanding options and warrants (prior to the application of the treasury stock method), were excluded from the computation of diluted net loss per share as they had an antidilutive effect (in thousands):
| Nine Months Ended September 30, | ||||
| 2004 |
2003 | |||
| Options |
3,942 | 4,216 | ||
| Warrants |
| 13 | ||