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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

(REGISTRANT’S 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 registrant’s common stock outstanding.

 



Table of Contents

VIROLOGIC, INC.

 

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

Notes to Condensed Financial Statements (unaudited)

   6

Item 2. Management’s 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

Item 4. Submission of Matters to a Vote of Security Holders

   45

Item 5. Other Information

   45

Item 6. Exhibits

   45

Signatures

   46

 

2


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VIROLOGIC, INC.

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


Table of Contents

VIROLOGIC, INC.

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


Table of Contents

VIROLOGIC, INC.

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


Table of Contents

VIROLOGIC, INC.

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


Table of Contents

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 Company’s 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