THIRD WAVE TECHNOLOGIES INC /WI - 10-Q Quarterly Report

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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 June 30, 2002 OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD ________ to ________.

COMMISSION FILE NUMBER: 000-31745

THIRD WAVE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 39-1791034
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

502 S. ROSA ROAD, MADISON, WI 53719
(Address of principal executive offices) (Zip Code)

(888) 898-2357
(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 |_|

The number of shares outstanding of the registrant's Common Stock, $.001 par
value, as of June 30, 2002, was 39,467,763.

THIRD WAVE TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THIRD WAVE TECHNOLOGIES, INC.
Balance Sheets

JUNE 30, DECEMBER 31,
2002 2001
ASSETS (UNAUDITED) (AUDITED)
------ ------------- -------------

Current assets:
Cash and cash equivalents $ 3,054,902 $ 1,807,372
Short-term investments 57,025,652 71,491,751
Receivables
Trade, net of allowance for doubtful accounts of
$175,000 at June 30, 2002 and December 31, 2001 5,215,257 1,829,122
Inventories 3,356,169 6,448,974
Prepaid expenses and other 2,094,168 2,308,003
------------- -------------
Total current assets 70,746,148 83,885,222
Equipment and leasehold improvements
Machinery and equipment 31,757,024 30,848,712
Leasehold improvements 8,347,137 7,597,235
------------- -------------
40,104,161 38,445,947
Less accumulated depreciation 15,393,372 10,864,634
------------- -------------
24,710,789 27,581,313
Intangible assets, net of accumulated amortization 8,263,654 9,257,434
Goodwill and indefinite lived intangible assets 6,174,186 6,174,186
Other assets 4,091,167 4,716,427

Total assets $ 113,985,944 $ 131,614,582
============= =============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 8,579,569 $ 11,276,955
Accrued expenses and other liabilities 2,497,994 1,976,799
Deferred revenue 1,294,874 1,535,951
Long-term debt due within one year 2,744,240 2,618,359
Capital lease obligations due within one year 1,706,779 1,643,372
------------- -------------
Total current liabilities 16,823,456 19,051,436
Deferred revenue 416,667 916,667
Long-term debt 2,570,669 3,966,620
Other 200,000 200,000
Capital lease obligations 1,868,459 2,727,070

Shareholders' equity:
Participating preferred stock, Series A, $.001 par value,
10,000,000 shares authorized, 0 shares issued and outstanding 0 0
Common stock, $.001 par value, 100,000,000 shares
authorized, respectively 39,467,763 and 39,374,014
shares issued and outstanding, respectively 39,468 39,374
Additional paid-in capital 191,339,661 191,426,698
Deferred stock compensation (974,809) (1,861,566)
Accumulated deficit (98,297,627) (84,851,717)
------------- -------------

Total shareholders' equity 92,106,693 104,752,789
------------- -------------

Total liabilities and shareholders' equity $ 113,985,944 $ 131,614,582
============= =============

See accompanying notes to financial statements

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THIRD WAVE TECHNOLOGIES, INC.

Statements of Operations
(Unaudited)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30
2002 2001 2002 2001
------------ ------------ ------------ ------------

Revenues:
Product $ 9,034,879 $ 7,816,563 $ 18,406,303 $ 17,989,990
Development 499,999 750,000 1,000,000 1,610,000
Grant 52,745 127,060 308,947 266,251
------------ ------------ ------------ ------------
9,587,623 8,693,623 19,715,250 19,866,241
------------ ------------ ------------ ------------

Operating expenses:
Cost of goods sold
Product cost of goods sold (see note 5) 6,119,240 6,375,372 13,314,057 15,979,138
Intangible amortization 482,640 482,640 965,280 965,280
------------ ------------ ------------ ------------
Total cost of goods sold 6,601,880 6,858,012 14,279,337 16,944,418

Research and development (see note 5) 3,634,439 4,072,805 8,081,221 6,936,647
Selling and marketing (see note 5) 2,206,306 2,530,022 4,819,980 4,901,412
General and administrative (see note 5) 3,093,644 2,723,620 5,804,522 5,124,746
------------ ------------ ------------ ------------
8,934,389 9,326,447 18,705,723 16,962,805
------------ ------------ ------------ ------------

Total operating expenses 15,536,269 16,184,459 32,985,060 33,907,223
------------ ------------ ------------ ------------

Loss from operations (5,948,646) (7,490,836) (13,269,810) (14,040,982)

Other income (expense):
Interest income 259,295 1,094,680 558,413 2,112,464
Interest expense (316,824) (202,495) (672,281) (550,663)
Other (121,494) (33,645) (62,232) (18,304)
------------ ------------ ------------ ------------
(179,023) 858,540 (176,100) 1,543,497
------------ ------------ ------------ ------------

Net loss attributable to common shareholders ($ 6,127,669) ($ 6,632,296) ($13,445,910) ($12,497,485)
============ ============ ============ ============

Net loss per share - basic and diluted $ (0.16) $ (0.17) $ (0.34) $ (0.37)
Weighted average shares outstanding, basic
and diluted 39,445,959 38,316,062 39,412,577 33,401,409

See accompanying notes to financial statements.

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THIRD WAVE TECHNOLOGIES, INC.

Statements of Cash Flows
(Unaudited)

SIX MONTHS ENDED
JUNE 30,
------------------------------
2002 2001
------------ ------------

OPERATING ACTIVITIES:
Net loss ($13,445,910) ($12,497,485)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 4,828,606 3,159,430
Amortization of intangible assets 993,780 965,280
Noncash stock compensation 604,493 1,707,282
Gain / loss on sale of assets (90,874) 45,712
Amortization of deferred gain (8,400) 0
Changes in operating assets and liabilities:
Receivables (3,386,135) (1,669,595)
Inventories 3,092,805 (7,644,024)
Prepaid expenses and other assets 570,565 (342,785)
Accounts payable (2,697,386) 26,753
Accrued expenses and other liabilities 545,195 298,791
Deferred revenue (741,077) (717,270)
------------ ------------
Net cash provided by (used in) operating activities (9,734,338) (16,667,911)
------------ ------------

INVESTING ACTIVITIES:
Purchases of equipment and leasehold improvements (1,801,528) (15,997,656)
Proceeds from sale of equipment 187,250 4,070,000
Purchase of short-term investments (11,091,718) (96,378,084)
Sales of short-term investments 25,557,817 38,181,079
------------ ------------
Net cash provided by (used in) investing activities 12,851,821 (70,124,661)
------------ ------------

FINANCING ACTIVITIES:
Proceeds from long-term debt 0 5,399,879
Payments on long-term debt (1,270,070) (6,509,914)
Proceeds from common stock, net 195,321 74,721,782
Payments on capital lease obligations (795,204) (38,202)
------------ ------------
Net cash provided by (used in) financing activities (1,869,953) 73,573,545
------------ ------------
Net change in cash and cash equivalents 1,247,530 (13,219,027)
Cash and cash equivalents at beginning of period 1,807,372 14,046,484
------------ ------------
Cash and cash equivalents at end of period $ 3,054,902 $ 827,457
============ ============

See accompanying notes to financial statements.

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THIRD WAVE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS
June 30, 2002 and 2001
(unaudited)

(1) Basis of Presentation

The accompanying unaudited financial statements of Third Wave Technologies, Inc.
have been prepared 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 accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
considered necessary for a fair presentation have been included. Interim results
are not necessarily indicative of results that may be expected for the year
ending December 31, 2002.

The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.

The accompanying unaudited financial statements should be read in conjunction
with the audited financial statements and footnotes thereto included in our Form
10-K for the fiscal year ended December 31, 2001 filed with the Securities and
Exchange Commission.

(2) Net Loss Per Share

In accordance with accounting principles generally accepted in the United
States, basic and diluted net loss per share has been computed using the
weighted-average number of shares of common stock outstanding during the
respective periods. Shares associated with stock options, convertible preferred
stock, and convertible note payable, are not included because they are
antidilutive for the periods presented.

(3) Initial Public Offering

In February 2001, we completed our initial public offering of 7,500,000 shares
of common stock at a price of $11.00 per share (excluding underwriters'
discounts and commissions), generating gross proceeds of approximately $82.5
million and net proceeds of $74.8 million, after deducting an aggregate of $7.7
million in underwriting discounts, commissions, and other offering related
expenses. All shares of Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D
Convertible Preferred Stock, Series E Convertible Preferred Stock, and Series F
Convertible Preferred Stock outstanding as of the closing date of the offering
were automatically converted into shares of common stock. No dividends were paid
on any of the Series A, B, C, D, E, or F Convertible Preferred Stock. We expect
to use the proceeds from the offering for capital expenditures, and general
corporate purposes, including working capital and research and development
activities.

(4) Inventory

Inventories, consisting mostly of raw materials, are carried at the lower of
cost or market using the first-in, first-out (FIFO) method for determining cost.

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Inventory consists of the following:

June 30, December 31,
2002 2001
----------- -----------

Raw material $ 5,105,662 $ 6,963,240
Finished goods and work in process 930,507 2,165,734
Reserve for excess and obsolete inventory (2,680,000) (2,680,000)
----------- -----------

Total inventory $ 3,356,169 $ 6,448,974
=========== ===========

(5) Stock Compensation

Included in operating expenses are the following stock compensation charges, net
of recoveries for forfeited options:

Three months ended Six months ended
June 30, June 30,
2002 2001 2002 2001

Cost of goods sold $ 23,868 $ 144,573 $ 99,739 $ 329,585
Research and development 16,083 71,863 56,530 163,841
Selling and marketing 4,402 33,023 21,210 75,986
General and administrative 148,128 496,944 427,014 1,137,870
-------------------- ----------------------

Total stock compensation $ 192,481 $ 746,403 $ 604,493 $1,707,282
==================== ======================

(6) Derivative Instruments

In September 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended,
which was adopted by the Company on January 1, 2001. This Statement requires
that all derivatives be recorded in the balance sheet at fair value and that
changes in fair value be recognized currently in earnings unless specific hedge
accounting criteria are met. There was no cumulative effect of adoption because
the Company did not have any derivative financial instruments on January 1,
2001.

The Company sells its products in a number of countries throughout the world. In
the quarter ending June 30, 2002, the Company sold certain products with the
resulting accounts receivable denominated in Japanese Yen. Simultaneous with
such sales and purchase order commitments, the Company purchased foreign
currency forward contracts to manage the risk associated with foreign currency
collections in the normal course of business. These derivative instruments have
maturities of less than one year and are intended to offset the effect of
transaction gains and losses, which arise when collections in a foreign currency
are received after the asset is generated. Contracts outstanding at June 30,
2002 represented a combined U.S. dollar equivalent commitment of approximately
$3.3 million. The changes in the fair value of the Company's derivatives and the
loss or gain on the hedged asset relating to the risk being hedged are recorded
currently in earnings. An unrealized loss on the forward contracts and an
offsetting unrealized gain on the underlying hedged transactions were recorded
as a liability and asset, respectively, in the financial statements.

(7) Intangible Assets

Effective January 1, 2002, the Company adopted SFAS No. 141, "Business
Combinations," and No. 142, "Goodwill and Other Intangible Assets." Under the
new rules, goodwill and intangible assets deemed to

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have indefinite lives are no longer amortized, but are subject to annual
impairment tests. Other intangible assets continue to be amortized over their
useful lives.

The Company has performed the required impairment test of goodwill and
intangible assets deemed to have an indefinite life as of the date of adoption
and has concluded that an impairment charge resulting from the transitional
impairment test is not required.

Intangible assets at June 30, 2002 and December 31, 2001, consist of the
following:

As of
June 30, 2002 December 31, 2001

Amortized intangible assets
Cost of settling patent litigation $ 10,533,248 $ 10,533,248
Reacquired marketing and distribution rights 8,000,000 8,000,000
FY 2000 impairment (5,788,889) (5,788,889)
Customer agreements 171,000 171,000
------------ ------------
$ 12,915,359 $ 12,915,359
------------ ------------

Accumulated Amortization
Cost of settling patent litigation $ 2,624,995 $ 1,872,619
Reacquired marketing and distribution rights 1,998,210 1,785,306
Customer agreements 28,500 --
------------ ------------
$ 4,651,705 $ 3,657,925
------------ ------------

Unamortized intangible assets
Goodwill $ 4,700,186 $ 4,700,186
Technology license 1,053,000 1,053,000
Trademark 421,000 421,000
------------ ------------
$ 6,174,186 $ 6,174,186
------------ ------------

(8) Reclassifications

Certain reclassifications have been made to the 2001 financial statements to
conform to the 2002 presentation.

-6-

THIRD WAVE TECHNOLOGIES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations as of June 30, 2002 and for the three and six months ended June 30,
2002 and 2001 should be read in conjunction with our Form 10-K for the fiscal
year ended December 31, 2001 filed with the Securities and Exchange Commission.
In this Form 10-Q, the terms "we," "us," "our," "Company," and "Third Wave" each
refer to Third Wave Technologies, Inc. The following discussion of our financial
condition and results of our operations should be read in conjunction with our
Financial Statements, including the Notes thereto, included elsewhere in this
Form 10-Q. This Form 10-Q contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended. For a more detailed discussion of
such forward-looking statements and the potential risks and uncertainties that
may affect their accuracy, see the "Forward-Looking Statements" section of this
Form 10-Q.

OVERVIEW
Third Wave Technologies develops, manufactures and markets genetic analysis
products used in the discovery and validation of the genetic basis of disease
and the delivery of personalized medicine.

Our patented Invader product platform is highly accurate, sensitive, easy to use
and cost-effective, enabling the acceleration of genome and pharmaceutical
research and clinical patient analysis.

We have established strategic collaborations in the U.S. and abroad with
government initiatives, pharmaceutical and biotechnology companies, academic
research centers, clinical reference labs and major healthcare providers. We are
focused on high-volume opportunities with customers and collaborators in
large-scale disease association studies, drug response marker profiling and
molecular diagnostics.

A large suite of Third Wave's turnkey Invader products are or will be available
in a variety of formats to meet the needs of our customers including analyte
specific reagents for routine clinical use and products for research use. We
also have introduced a series of Invader RNA Assay products for measuring the
expression levels of genes with proven clinical relevance. We will launch
additional products for genotyping and gene expression analysis. These products
will be available in flexible formats and include assays for quantitating a
number of diseases and mRNA transcripts, including drug metabolizing enzymes,
cytokines, chemokines, growth factors and housekeeping and reporter genes.

Invader products are compatible with existing automation processes and detection
platforms and are available in convenient, ready-to-use formats. These
advantages make Invader products ideally suited for both small-scale and
large-scale genetic analysis in research and clinical applications, including
drug discovery and development and patient diagnosis and treatment. Our
proprietary products and technologies position us to exploit the growing market
opportunity for genetic analysis products.

Our financial results may vary significantly from quarter to quarter due to
fluctuations in the demand for our products, timing of new product introductions
and deliveries made during the quarter, the timing of research, development and
grant revenues, and increases in spending, including expenses related to our
product development and manufacturing capabilities.

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CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. We review the accounting policies we use in reporting our
financial results on a regular basis. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to accounts receivable, inventories,
equipment and leasehold improvements and intangible assets. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Results may differ from these
estimates due to actual outcomes being different from those on which we based
our assumptions. These estimates and judgments are reviewed by management on an
ongoing basis, and by the Audit Committee at the end of each quarter prior to
the public release of our financial results. We believe the following critical
accounting policies affect our more significant judgments and estimates used in
the preparation of our consolidated financial statements.

LONG-LIVED ASSETS--IMPAIRMENT

Equipment, leasehold improvements and intangible assets are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. For assets held and used, the sum of the
expected undiscounted cash flows is less than the carrying value of the related
asset or group of assets, a loss is recognized for the difference between the
fair value and carrying value of the asset or group of assets. For assets
removed from service and held for sale or abandoned we estimate the fair market
value of such assets and record an adjustment if fair market value is lower than
carrying value.

DERIVATIVE INSTRUMENTS

We sell products in a number of countries throughout the world. During 2001 and
2002, we sold certain products with the resulting accounts receivable
denominated in Japanese Yen. Simultaneous with such sales and purchase order
commitments, we purchased foreign currency forward contracts to manage the risk
associated with collections of receivables denominated in foreign currencies in
the normal course of business. These derivative instruments have maturities of
less than one year and are intended to offset the effect of transaction gains
and losses. There were contracts outstanding at June 30, 2002 amounting to $3.3
million. The changes in the fair value of the derivatives and the loss or gain
on the hedged asset relating to the risk being hedged are recorded currently in
earnings.

SIGNIFICANT CUSTOMER

We generated approximately $7.1 million of our revenues from sales to a major
Japanese research institute for use by several end-users during the quarter
ended June 30, 2002. As of June 30, 2002, $3.7 million of our accounts
receivable were attributable to this customer. There is no guarantee that this
significant customer will continue to purchase our products at current levels.

INVENTORIES--SLOW MOVING AND OBSOLESCENCE

Significant management judgment is required to determine the reserve for
obsolete or excess inventory. Inventory on hand may exceed future demand either
because of process improvements or technology advancements, the amount on hand
is more than can be used to meet future need, or estimates of shelf lives may
change. We currently consider all inventory that we expect will have no activity
within one year as well as any additional specifically identified inventory to
be subject to a provision for excess inventory. We also provide for the total
value of inventories that we determine to be obsolete based on criteria such as
changing manufacturing processes and technologies. At June 30, 2002, our
inventory reserves were $2.7 million, or 44% of our $6.0 million total gross
inventories.

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RESULTS OF OPERATIONS

Three and Six Months Ended June 30, 2002 and 2001

REVENUES. Revenues for the three months ended June 30, 2002 of $9.6 million
represents an increase of $0.9 million as compared to revenues of $8.7 million
for the corresponding period of 2001. Revenues for the six months ended June 30,
2002 of $19.7 million represents a decrease of $0.2 million as compared to
revenues of $19.9 million for the corresponding period of 2001.

Product revenues increased to $9.0 million for the quarter ended June 30, 2002,
from $7.8 million in the quarter ended June 30, 2001. Product revenues increased
to $18.4 million for the six months ended June 30, 2002, from $18.0 in the six
months ended June 30, 2001. Product sales during the three and six month periods
ended June 30, 2002 were above the corresponding period in the prior year due to
an increase in sales of our clinical ASR products and an increase in sales of
our SNP assays in Japan through a distributor.

Development revenues decreased to $0.5 million for the three months ended June
30, 2002, from $0.8 million for the three months ended June 30, 2001.
Development revenues decreased to $1.0 million for the six months ended June 30,
2002, from $1.6 million for the six months ended June 30, 2001. The decreases
were primarily due to a scheduled decrease in funding amounts per the
development and commercialization agreement with BML, Inc. Under the agreement,
we will develop assays in accordance with a mutually agreed development program
for use in clinical applications by BML. This development is expected to be
completed by the end of the 2003 calendar year.

COST OF GOODS SOLD. Cost of goods sold consists of materials used in the
manufacture of product, depreciation on manufacturing capital equipment,
salaries and related expenses for management and personnel associated with our
manufacturing and quality control departments and amortization of licenses and
settlement fees. For the three months ended June 30, 2002, cost of goods sold
decreased to $6.6 million compared to $6.9 million for the corresponding period
of 2001. For the six months ended June 30, 2002, cost of goods sold decreased to
$14.3 million compared to $16.9 million for the corresponding period in 2001.
The decreases were due primarily to lower variable costs achieved by improved
operational efficiencies.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses consist
primarily of salaries and related personnel costs, material costs for assays and
product development, fees paid to consultants, depreciation and facilities costs
and other expenses related to the design, development, testing and enhancement
of our products and acquisition of technologies used or to be used in our
products. Research and development costs are expensed as they are incurred.
Research and development expenses for the three months ended June 30, 2002 were
$3.6 million, compared to $4.1 million for the corresponding period of 2001.
Research and development expenses for the six months ended June 30, 2002 were
$8.1 million, compared to $6.9 million for the six months ended June 30, 2001.
The decrease in research and development expenses for the three month period was
primarily attributable to decreased material costs for assay and product
development.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses consist primarily
of salaries and related personnel costs for our sales and marketing management
and field sales force, commissions, office support and related costs, and travel
and entertainment. Selling and marketing expenses for the three months ended
June 30, 2002 were $2.2 million, a decrease of $0.3 million, as compared to $2.5
million for the corresponding period of 2001. Selling and marketing expenses for
the six months ended June 30, 2002 were $4.8 million, a decrease of $0.1
million, as compared to $4.9 million for the corresponding period of 2001. We
attribute the change to a combination of a reduction in the supply of
complimentary product, the hiring of additional personnel and increased costs
associated with establishing and commercializing our clinical and genomic
business units.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses consist
primarily of salaries and related expenses for executive, finance and other
administrative personnel, legal and professional fees,

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office support and depreciation. General and administrative expenses increased
to $3.1 million in the three months ended June 30, 2002, from $2.7 million for
the corresponding period in 2001. For the six months ended June 30, 2002,
general and administrative expenses increased to $5.8 million from $5.1 million
for the corresponding period in 2001. The increase is due to the hiring of
additional personnel to support our growing business activities, increased
facilities expenses, and increased costs associated with operating a public
company.

INTEREST INCOME. Interest income for the three months ended June 30, 2002, was
$0.3 million, compared to $1.1 million for the corresponding period of 2001.
Interest income for the six months ended June 30, 2002 was $0.6 million compared
to $2.1 million for the six months ended June 30, 2001. The decreases were
primarily due to lower interest rates compared to the three and six month
periods ending June 30, 2001.

INTEREST EXPENSE. Interest expense for the three months ended June 30, 2002 was
$0.3 million compared to $0.2 million in the corresponding period in 2001.
Interest expense for the six months ended June 30, 2002 was $0.7 million
compared to $0.6 million in the corresponding period in 2001. The increase in
interest expense was due to additional debt related to the capital equipment
financing completed in the later periods of 2001.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through private
placements of equity securities, research grants from federal and state
government agencies, payments from strategic collaborators, equipment loans,
capital leases, sale of products, a convertible note and an initial public
offering. As of June 30, 2002, we had cash and cash equivalents and short-term
investments of $60.1 million.

In February 2001, we completed our initial public offering of 7,500,000 shares
of common stock at a price of $11.00 per share (excluding underwriters'
discounts and commissions), generating net proceeds of approximately $74.8
million.

Net cash used in operations for the six months ended June 30, 2002 was
approximately $9.7 million, compared with approximately $16.7 million for the
comparable period in 2001. Non-cash charges in the six months ended June 30,
2002 included stock compensation expense of $0.6 million and depreciation and
amortization expense of $5.8 million. The change in operating assets and
liabilities for the six months ended June 30, 2002 included an increase in
accounts receivable of $3.4 million, a decrease in inventory of $3.1 million, a
decrease in prepaid expenses and other assets of $0.6 million, a decrease in
accounts payable of $2.7 million, an increase in accrued liabilities of $0.5
million and a decrease in deferred revenue of $0.7 million. Investing activities
included $1.8 million for purchases of capital equipment, $0.2 million in
proceeds from the sale of equipment, and $14.5 million for the net sale of
short-term investments. Financing activities for the six months ended June 30,
2002 included the use of $1.3 million to repay debt, $0.8 million for capital
lease obligations and net proceeds from the issuance of common stock from
purchases through the employee stock purchase plan and the exercise of stock
options of $0.2 million.

As of December 31, 2001, a valuation allowance equal to 100% of our net deferred
tax assets had been recognized since our future realization is not assured. At
December 31, 2001, we had federal and state net operating loss carryforwards of
approximately $77.9 million. The net operating loss carryforwards will expire at
various dates beginning in 2008, if not utilized. Utilization of the net
operating losses and credits to offset future taxable income may be subject to
an annual limitation due to the change of ownership provisions of federal tax
laws and similar state provisions as a result of the initial public offering.

We cannot assure you that our business or operations will not change in a manner
that would consume available resources more rapidly than anticipated. We also
cannot assure you that we will not require substantial additional funding before
we can achieve profitable operations. Our capital requirements depend on
numerous factors, including the following:

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- our progress with our research and development programs;

- our level of success in selling our products and technologies;

- our ability to establish and maintain successful collaborative
relationships;

- the costs we incur in enforcing and defending our patent claims and
other intellectual property rights; and

- the timing of purchases of additional capital.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk is currently confined to changes in foreign exchange
and interest rates. The securities in our investment portfolio are not leveraged
and, due to their short-term nature, are subject to minimal interest rate risk.
We currently do not hedge interest rate exposure. Due to the short-term
maturities of our investments, we do not believe that an increase in market
rates would have any negative impact on the realized value of our investment
portfolio.

To reduce foreign exchange risk, we selectively use financial instruments. Our
earnings are affected by fluctuations in the value of the U.S. dollar against
foreign currencies as a result of the sales of our products in foreign markets.
Forward foreign exchange contracts are used to hedge against the effects of such
fluctuations. Our policy prohibits the trading of financial instruments for
profit. A discussion of our accounting policies for derivative financial
instruments is included in the notes to the financial statements.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. When used in this Form 10-Q the words
"believe," "anticipates," "intends," "plans," "estimates," and similar
expressions are forward-looking statements. Such forward-looking statements
contained in this Form 10-Q are based on current expectations. Forward-looking
statements may address the following subjects: results of operations; customer
growth and retention; development of technologies; losses or earnings; operating
expenses, including, without limitation, marketing expense and technology and
development expense; and revenue growth. We caution investors that there can be
no assurance that actual results, outcomes or business conditions will not
differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, among others, our limited
operating history, unpredictability of future revenues and operating results,
competitive pressures and also the potential risks and uncertainties set forth
in the "Overview" section hereof and in the "Overview" and "Risk Factors"
sections of our annual report on Form 10-K for the fiscal year ended December
31, 2001 filed with the Securities and Exchange Commission, which factors are
specifically incorporated herein by this reference. You should also carefully
consider the factors set forth in other reports or documents that we file from
time to time with the Securities and Exchange Commission. Except as required by
law, we undertake no obligation to update any forward-looking statements.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - No material legal proceedings pending as of June
30, 2002. From time to time, we may be involved in litigation relating
to claims arising out of our operations in the usual course of
business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) None
(b) None
(c) None
(d) Use of Proceeds. Pursuant to our Registration Statement on
Form S-1, as amended, filed with the Securities and Exchange
Commission, (Registration No. 333-42694), we commenced our
initial public offering of 7,500,000 shares of common stock,
$0.001 par value, at a price of $11.00 per share (the
"Offering"), generating gross proceeds of approximately
$82,500,000.

The net offering proceeds to us, after deducting expenses,
were approximately $74.8 million.

From the time of receipt through June 2002, we have invested
the net proceeds from the Offering in investment-grade,
interest-bearing securities. We used $4.0 million of the
proceeds to satisfy a cancellation fee for the termination
of a distribution agreement with Endogen Corporation. We
used approximately $10.7 million for general corporate
purposes, including working capital and research and
development activities.

We expect to use the remainder of the net proceeds for
general corporate purposes, including working capital and
expanding research and development and sales and marketing
efforts to accelerate the commercialization of new products
and the development of new partnerships.

A portion of the net proceeds may also be used to acquire or
invest in complementary businesses or products to obtain the
right to use complementary technologies. From time to time,
in the ordinary course of business, we may evaluate
potential acquisitions of these businesses, products, or
technologies. We have no current agreements or commitments
regarding any such transaction.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.

ITEM 5. OTHER INFORMATION - None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits Required by Item 601 of Regulation S-K - None.

(b) Reports on Form 8-K filed during the three months ended June 30,
2002 - None

(c) Exhibit 99.1 - Certification Pursuant to Section 1350 of Chapter
63 of Title 18 of the United States Code

Exhibit 99.2 - Certification Pursuant to Section 1350 of Chapter
63 of Title 18 of the United States Code

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

THIRD WAVE TECHNOLOGIES, INC.

Date: August 14, 2002 By: /s/ Lance Fors
---------------------------------
Lance Fors, CEO

Date: August 14, 2002 By: /s/ John Puisis
---------------------------------
John Puisis, CFO

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