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 MARCH 31, 2005
| ¨ | 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 INCORPORATION OR ORGANIZATION) |
(IRS EMPLOYER 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)
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 Act). Yes x No ¨
As of May 5, 2005 there were 121,620,467 shares of the registrants common stock outstanding.
INDEX
| PAGE NO. | ||
| PART I. FINANCIAL INFORMATION Item 1. Financial Statements |
||
| Condensed Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004 |
3 | |
| Condensed Statements of Operations for the three months ended March 31, 2005 and 2004 (unaudited) |
4 | |
| Condensed Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited) |
5 | |
| 6 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
16 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
43 | |
| Item 4. Controls and Procedures |
43 | |
| PART II. OTHER INFORMATION |
||
| Item 1. Legal Proceedings |
45 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
45 | |
| Item 3. Defaults Upon Senior Securities |
45 | |
| 45 | ||
| Item 5. Other Information |
45 | |
| Item 6. Exhibits |
45 | |
| 46 |
2
CONDENSED BALANCE SHEETS
( In thousands, except share data )
| March 31, 2005 |
December 31, 2004 |
|||||||
| (Unaudited) | (Note 1) | |||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 8,106 | $ | 6,027 | ||||
| Short-term investments |
66,470 | 72,821 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $635 and $595 at March 31, 2005 and December 31, 2004, respectively |
6,474 | 7,251 | ||||||
| Prepaid expenses |
824 | 838 | ||||||
| Inventory |
1,186 | 1,059 | ||||||
| Restricted cash |
350 | 350 | ||||||
| Other current assets |
1,100 | 584 | ||||||
| Total current assets |
84,510 | 88,930 | ||||||
| Property and equipment, net |
8,501 | 8,369 | ||||||
| Restricted cash |
107 | 107 | ||||||
| Developed product technology |
192 | 198 | ||||||
| Goodwill |
8,282 | 8,282 | ||||||
| Other assets |
1,923 | 1,749 | ||||||
| Total assets |
$ | 103,515 | $ | 107,635 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 4,018 | $ | 3,222 | ||||
| Accrued compensation |
1,555 | 1,697 | ||||||
| Accrued liabilities |
2,512 | 6,993 | ||||||
| Current portion of restructuring costs |
1,841 | 2,519 | ||||||
| Deferred revenue |
958 | 546 | ||||||
| Current portion of loans payable |
258 | 439 | ||||||
| Current portion of capital lease obligations |
29 | 51 | ||||||
| Total current liabilities |
11,171 | 15,467 | ||||||
| Contingent value rights |
20,666 | 15,269 | ||||||
| Long-term portion of loans payable |
292 | 311 | ||||||
| Long-term portion of capital lease obligations |
32 | 36 | ||||||
| Long-term portion of restructuring costs |
1,587 | 1,710 | ||||||
| Other long-term liabilities |
354 | 359 | ||||||
| Redeemable Series A convertible preferred stock, $0.001 par value, 249 shares authorized, designated by series, 249 shares issued and outstanding at March 31, 2005 and December 31, 2004; aggregate liquidation preference of $2,520 at March 31, 2005 |
1,810 | 1,810 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders equity: |
||||||||
| Preferred stock, $0.001 par value, 4,999,751 shares authorized, designated by series, none issued and outstanding at March 31, 2005 and December 31, 2004, respectively |
| | ||||||
| Common stock, $0.001 par value, 200,000,000 shares authorized; 121,598,120 and 116,034,527 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively |
122 | 116 | ||||||
| Additional paid-in capital |
263,206 | 260,591 | ||||||
| Accumulated other comprehensive loss |
(456 | ) | (57 | ) | ||||
| Deferred compensation |
(207 | ) | (275 | ) | ||||
| Accumulated deficit |
(195,062 | ) | (187,702 | ) | ||||
| Total stockholders equity |
67,603 | 72,673 | ||||||
| Total liabilities and stockholders equity |
$ | 103,515 | $ | 107,635 | ||||
See accompanying notes to Condensed Financial Statements.
3
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31 |
||||||||
| 2005 |
2004 |
|||||||
| Revenue: |
||||||||
| Product revenue |
$ | 8,853 | $ | 8,640 | ||||
| Contract revenue |
1,141 | 382 | ||||||
| Total revenue |
9,994 | 9,022 | ||||||
| Operating costs and expenses: |
||||||||
| Cost of product revenue |
4,212 | 4,416 | ||||||
| Research and development |
4,106 | 1,393 | ||||||
| Sales and marketing |
2,563 | 1,958 | ||||||
| General and administrative |
1,702 | 2,080 | ||||||
| Lease termination charge |
| 433 | ||||||
| Total operating costs and expenses |
12,583 | 10,280 | ||||||
| Operating loss |
(2,589 | ) | (1,258 | ) | ||||
| Interest and other income, net |
535 | 10 | ||||||
| Contingent value rights revaluation |
(5,306 | ) | 0 | |||||
| Net loss |
(7,360 | ) | (1,248 | ) | ||||
| Preferred stock dividend |
(86 | ) | (68 | ) | ||||
| Loss applicable to common stockholders |
$ | (7,446 | ) | $ | (1,316 | ) | ||
| Basic and diluted net loss per common share |
$ | (0.06 | ) | $ | (0.02 | ) | ||
| Weighted-average shares used in computing basic and diluted net loss per common share |
117,353 | 53,137 | ||||||
See accompanying notes to Condensed Financial Statements.
4
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| OPERATING ACTIVITIES: |
||||||||
| Net loss |
$ | (7,360 | ) | $ | (1,248 | ) | ||
| Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: |
||||||||
| Contingent value rights revaluation |
5,306 | | ||||||
| Depreciation and amortization |
802 | 720 | ||||||
| Stock-based compensation expense/(adjustment) |
(2,078 | ) | 12 | |||||
| Provision for doubtful accounts |
97 | | ||||||
| Loss on disposal of property and equipment |
| 108 | ||||||
| Change in assets and liabilities: |
||||||||
| Accounts receivable |
680 | (416 | ) | |||||
| Prepaid expenses |
14 | 151 | ||||||
| Inventory |
(126 | ) | 119 | |||||
| Other current assets |
(516 | ) | 116 | |||||
| Accounts payable |
954 | 260 | ||||||
| Accrued compensation |
(142 | ) | 425 | |||||
| Accrued lease termination |
| 189 | ||||||
| Accrued liabilities |
138 | (381 | ) | |||||
| Accrued restructuring costs |
(801 | ) | | |||||
| Deferred revenue |
407 | 384 | ||||||
| Other long-term liabilities |
91 | 3 | ||||||
| Net cash provided by/(used in) operating activities |
(2,534 | ) | 442 | |||||
| INVESTING ACTIVITIES: |
||||||||
| Purchases of short-term investments |
(10,067 | ) | | |||||
| Maturities and sales of short-term investments |
16,019 | 286 | ||||||
| Capital expenditures |
(929 | ) | (173 | ) | ||||
| Transaction costs related to merger |
(4,689 | ) | | |||||
| Other assets |
(174 | ) | (124 | ) | ||||
| Net cash provided by/(used in) investing activities |
160 | (11 | ) | |||||
| FINANCING ACTIVITIES: |
||||||||
| Principal payments on loans payable |
(200 | ) | (79 | ) | ||||
| Payments on capital lease obligations |
(26 | ) | (161 | ) | ||||
| Proceeds from issuance of common stock |
4,679 | 149 | ||||||
| Net cash provided by/(used in) financing activities |
4,453 | (91 | ) | |||||
| Net increase in cash and cash equivalents |
2,079 | 340 | ||||||
| Cash and cash equivalents at the beginning of the period |
6,027 | 8,893 | ||||||
| Cash and cash equivalents at the end of the period |
$ | 8,106 | $ | 9,233 | ||||
See accompanying notes to Condensed Financial Statements.
5
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared by ViroLogic, Inc., also referred to as the Company, we, us, or our, 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 U.S. generally accepted accounting principles 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 three-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005 or any other future periods. The condensed balance sheet as of December 31, 2004 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004.
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.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, other accrued expenses and short-term obligations approximates fair value based on the highly liquid, short-term nature of these instruments.
Cash Equivalents
ViroLogic considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Management determines the appropriate classification of its cash equivalents and investment securities at the time of purchase and reevaluates such determination as of each balance sheet date.
Restricted Cash
ViroLogic has deposits securing credit arrangements primarily relating to leased facilities totaling $0.5 million as of March 31, 2005 and December 31, 2004, respectively.
Short-Term Investments
Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in comprehensive income (loss). The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense. Unrealized gains and losses are included in accumulated other comprehensive income in stockholders equity. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.
Inventory
Inventory is stated at the lower of standard cost, which approximates actual cost on a first-in, first-out basis, or market. If inventory costs exceed expected market value due to obsolescence or lack of demand, reserves are recorded for the difference between the cost and the market value. These reserves are based on estimates. Inventory consists of the following:
| March 31, 2005 |
December 31, 2004 | |||||
| (In thousands) | ||||||
| Raw materials |
$ | 751 | $ | 658 | ||
| Work in process |
435 | 401 | ||||
| Total |
$ | 1,186 | $ | 1,059 | ||
6
Property and Equipment
Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally five years. Capitalized software includes software and external consulting costs incurred to implement new information systems. Computer hardware and capitalized software are depreciated over three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life of the assets or the lease term.
Goodwill, Other Intangible Assets and Impairment of Long-Lived Assets
Goodwill represents the excess of the purchase consideration over the fair values of the identifiable assets acquired and liabilities assumed from the Companys merger with ACLARA. Goodwill is not amortized but, in accordance with Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets (SFAS 142), the Company tests for impairment of goodwill on an annual basis and at any other time if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable.
Other intangible assets include acquired developed product technology, costs of patents and patent applications related to products and products in development, which are capitalized and amortized on a straight-line basis over their estimated useful lives ranging from 8 to 15 years.
The Company conducts an annual impairment analysis to identify whether the carrying value of intangible assets including goodwill, developed product technology and capitalized patent costs, has been impaired. Circumstances that could trigger an impairment test include but are not limited to: a significant adverse change in the business or legal factors; an adverse action or assessment by a regulator; unanticipated competition or loss of key personnel. The Company concluded that there were no indicators of impairment as of December 31, 2004.
Revenue Recognition
Product 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 progra