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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, 2003 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
of incorporation or organization) Identification No.)
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 [ ]
Indicate by check whether the Registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of the registrant's Common Stock, $.001 par
value, as of June 30, 2003, was 39,802,363.
THIRD WAVE TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2003
TABLE OF CONTENTS
Page No.
PART I FINANCIAL INFORMATION.................................................................... 3
Item 1. Consolidated Financial Statements.................................................. 3
Consolidated Balance Sheets as of June 30, 2003 and December 31,
2002................................................................................... 3
Consolidated Statements of Operations for the three and six months ended
June 30, 2003 and 2002................................................................. 4
Consolidated Statements of Cash Flows for the six months ended June 30, 2003
and 2002............................................................................... 5
Notes to Consolidated Financial Statements............................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk......................... 13
Item 4. Controls and Procedures............................................................ 14
PART II OTHER INFORMATION...................................................................... 14
Item 1. Legal Proceedings.................................................................. 14
Item 2. Changes In Securities And Use Of Proceeds.......................................... 14
Item 3. Defaults Upon Senior Securities.................................................... 15
Item 4. Submission Of Matters To A Vote Of Security Holders................................ 15
Item 5. Other Information.................................................................. 15
Item 6. Exhibits And Reports On Form 8-K................................................... 15
SIGNATURES...................................................................................... 16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THIRD WAVE TECHNOLOGIES, INC.
Consolidated Balance Sheets
JUNE 30, 2003 DECEMBER 31, 2002
UNAUDITED
ASSETS
Current assets:
Cash and cash equivalents $ 45,819,641 $ 49,301,501
Short-term investments 10,965,000 11,013,000
Receivables, net of allowance for doubtful accounts of $852,400 and 3,776,440 2,724,856
$465,000 at June 30, 2003 and December 31, 2002, respectively
Inventories 1,688,830 1,660,344
Prepaid expenses and other 627,766 1,145,687
--------------- ---------------
Total current assets 62,877,677 65,845,388
Equipment and leasehold improvements:
Machinery and equipment 18,451,139 18,449,319
Leasehold improvements 2,084,825 2,091,457
--------------- ---------------
20,535,964 20,540,776
Less accumulated depreciation 10,865,371 9,617,330
--------------- ---------------
9,670,593 10,923,446
Assets held for sale 62,035 336,000
Intangible assets, net of accumulated amortization 6,403,500 7,155,876
Indefinite lived intangible assets 1,007,411 1,007,411
Goodwill 489,873 489,873
Other long term assets 3,150,862 3,465,244
--------------- ---------------
Total assets $ 83,661,951 $ 89,223,238
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,328,163 $ 7,088,962
Accrued payroll and related liabilities 1,923,726 2,260,563
Other accrued liabilities 1,528,954 2,517,315
Deferred revenue 521,184 945,664
Long-term debt due within one year 9,502,215 9,515,152
--------------- ---------------
Total current liabilities 20,804,242 22,327,656
Long-term debt 13,333 13,333
Other liabilities 1,826,418 1,595,181
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,
39,802,363 and 39,559,574 shares issued and outstanding,
respectively 39,802 39,560
Additional paid-in capital 192,003,980 191,581,136
Unearned stock compensation (222,904) (618,246)
Accumulated other comprehensive loss (2,968) -
Accumulated deficit (130,799,952) (125,715,382)
--------------- ---------------
Total shareholders' equity 61,017,958 65,287,068
--------------- ---------------
Total liabilities and shareholders' equity $ 83,661,951 $ 89,223,238
=============== ===============
See accompanying notes to financial statements.
3
THIRD WAVE TECHNOLOGIES, INC.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------- ------------------------------
2003 2002 2003 2002
--------------------------------- ------------------------------
Revenues:
Product sales $ 8,515,318 $ 9,108,418 $ 16,701,055 $ 18,603,177
Development revenue 250,000 426,460 500,000 803,126
License and royalty revenue 28,028 0 53,600 0
Grant revenue 23,875 52,745 54,457 308,947
--------------------------------- ------------------------------
Total revenues 8,817,221 9,587,623 17,309,112 19,715,250
--------------------------------- ------------------------------
Operating expenses:
Cost of goods sold
Product cost of goods sold 2,999,058 6,119,240 5,712,041 13,314,057
Intangible asset amortization 376,188 482,640 752,376 965,280
--------------------------------- ------------------------------
Total cost of goods sold 3,375,246 6,601,880 6,464,417 14,279,337
Research and development 2,741,571 3,634,439 5,411,078 8,081,221
Selling and marketing 2,531,779 2,206,306 4,885,902 4,819,980
General and administrative 2,405,445 3,093,644 5,812,803 5,804,522
--------------------------------- ------------------------------
Total operating expense 11,054,041 15,536,269 22,574,200 32,985,060
--------------------------------- ------------------------------
Loss from operations (2,236,820) (5,948,646) (5,265,088) (13,269,810)
Other income (expense):
Interest income 160,271 259,295 331,066 558,413
Interest expense (92,000) (316,824) (184,083) (672,281)
Other 7,804 (121,494) 33,535 (62,232)
--------------------------------- ------------------------------
Other income (expense) 76,075 (179,023) 180,518 (176,100)
--------------------------------- ------------------------------
Net loss $ (2,160,745) $ (6,127,669) $ (5,084,570) $(13,445,910)
================================= ==============================
Net loss per share - basic and diluted $ (0.05) $ (0.16) $ (0.13) $ (0.34)
================================= ==============================
Weighted Average Shares outstanding 39,699,313 39,445,959 39,631,630 39,412,577
================================= ==============================
See accompanying notes to financial statements.
4
THIRD WAVE TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
SIX MONTHS ENDED
JUNE 30,
---------------------------------------
2003 2002
--------------- ---------------
OPERATING ACTIVITIES:
Net loss $ (5,084,570) $ (13,445,910)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 1,548,043 4,828,606
Amortization of intangible assets 752,376 993,780
Noncash stock compensation 434,849 604,493
(Gain) loss on disposal of equipment 37,152 (90,874)
Amortization of deferred gain 0 (8,400)
Changes in operating assets and liabilities:
Receivables (1,054,552) (3,386,135)
Inventories (28,486) 3,092,805
Prepaid expenses and other assets 607,479 570,565
Accounts payable 239,201 (2,697,386)
Accrued expenses and other liabilities (1,093,962) 545,195
Deferred revenue (424,480) (741,077)
--------------- ---------------
Net cash used in operating activities (4,066,950) (9,734,338)
--------------- ---------------
INVESTING ACTIVITIES:
Purchases of equipment and leasehold improvements (119,367) (1,801,528)
Proceeds on sale of equipment 285,815 187,250
Sales and maturities of short-term investments 48,000 96,000
--------------- ---------------
Net cash provided by (used in) investing activities 214,448 (1,518,278)
--------------- ---------------
FINANCING ACTIVITIES:
Payments on long-term debt (12,937) (1,270,070)
Proceeds from common stock, net 383,579 195,321
Payments on capital lease obligations 0 (795,204)
--------------- ---------------
Net cash provided by (used in) financing activities 370,642 (1,869,953)
--------------- ---------------
Net decrease in cash and cash equivalents (3,481,860) (13,122,569)
Cash and cash equivalents at beginning of period 49,301,501 73,131,123
--------------- ---------------
Cash and cash equivalents at end of period $ 45,819,641 $ 60,008,554
=============== ===============
See accompanying notes to financial statements.
5
THIRD WAVE TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated 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, 2003.
The balance sheet at December 31, 2002 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 consolidated 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, 2002 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 are not included
because they are antidilutive for the periods presented.
(3) Stock-Based Compensation
Third Wave has stock-based employee compensation plans. SFAS No. 123,
"Accounting for Stock-Based Compensation," encourages, but does not require
companies to record compensation cost for stock-based employee compensation
plans at fair value. We have chosen to continue using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations, in accounting for our stock
option plans.
Had compensation cost been determined based upon the fair value at the
grant date for awards under the plans based on the provisions of SFAS No. 123,
our SFAS No. 123 pro forma net loss and net loss per share would have been as
follows:
Three months ended June 30, Six months ended June 30,
2003 2002 2003 2002
------------ ------------- -------------- --------------
Net loss, as reported $ (2,160,745) $ (6,127,669) $ (5,084,570) $ (13,445,910)
Add: Stock based compensation,
as reported 199,576 192,481 434,849 604,493
Less: Stock-based compensation,
using fair value method (1,196,117) (1,254,611) (2,232,717) (2,120,168)
--------------------------------- ----------------------------------
Pro forma net loss $ (3,157,286) $ (7,189,799) $ (6,882,438) $ (14,961,585)
--------------------------------- ----------------------------------
Net loss per share, basic and
diluted, as reported $ (0.05) $ (0.16) $ (0.13) $ (0.34)
Pro forma net loss per share,
basic and diluted $ (0.08) $ (0.18) $ (0.17) $ (0.38)
6
(4) Inventories
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.
Inventories consist of the following:
June 30, December 31,
2003 2002
----------------- ----------------
Raw materials $ 2,886,826 $ 4,253,090
Finished goods and work in process 487,636 457,254
Reserve for excess and obsolete inventory (1,685,632) (3,050,000)
----------------- ----------------
Total inventories $ 1,688,830 $ 1,660,344
================ ================
(5) Stock Compensation
Included in operating expenses are the following stock compensation charges, net
of reversals related to terminated employees:
Three months ended Six months ended
June 30, June 30,
2003 2002 2003 2002
--------------- --------------- --------------- ---------------
Cost of goods sold $ 14,369 $ 23,868 $ 70,021 $ 99,739
Research and development 11,370 16,083 24,142 56,530
Selling and marketing 2,636 4,402 5,856 21,210
General and administrative 171,201 148,128 334,830 427,014
--------------- --------------- --------------- ---------------
Total stock compensation $ 199,576 $ 192,481 $ 434,849 $ 604,493
--------------- --------------- --------------- ---------------
(6) Comprehensive Loss
The components of comprehensive loss are as follows:
Three months ended Six months ended
June 30, June 30,
2003 2002 2003 2002
------------ ----------- ------------ --------------
Net Loss $(2,160,745) $(6,127,669) $(5,084,570) $ (13,445,910)
Other comprehensive loss:
Foreign currency translation adjustments (2,209) 0 (2,968) 0
----------- ----------- ----------- -------------
Comprehensive loss $(2,162,954) $(6,127,669) $(5,087,538) $ (13,445,910)
=========== =========== =========== =============
(7) Derivative Instruments
We sell products in a number of countries throughout the world. In the quarter
ending June 30, 2003, 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 foreign currency collections in the normal
course of
7
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, 2003 represented a combined U.S.
dollar equivalent commitment of approximately $3.9 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.
(8) Goodwill and Intangible Assets
Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." Under SFAS No.
142, goodwill and intangible assets deemed to 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.
In connection with the adoption of SFAS No. 142, it was concluded that no
impairment existed at the time of adoption, and accordingly, we did not
recognize any transitional impairment loss for goodwill. For intangible assets
with indefinite lives, the fair values of these assets were compared to their
carrying values as of January 1, 2002, also resulting in no transitional
impairment.
Identifiable intangible assets with indefinite lives consist of the
following:
JUNE 30, DECEMBER 31,
2003 2002
--------------- ---------------
Technology license $ 1,053,000 $ 1,053,000
Impairment charge (137,172) (137,172)
Trademark 421,000 421,000
Impairment charge (329,417) (329,417)
--------------- ---------------
$ 1,007,411 $ 1,007,411
=============== ===============
Amortizable intangible assets consist of the following:
JUNE 30, 2003 DECEMBER 31, 2002
-------------------------------------- --------------------------------------
GROSS GROSS
CARRYING ACCUMULATED CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
--------------- --------------- --------------- ---------------
Costs of settling patent
litigation $ 10,533,248 $ 4,129,748 $ 10,533,248 $ 3,377,372
Reacquired marketing and
distribution rights 2,211,111 2,211,111 2,211,111 2,211,111
Customer agreements 171,000 38,000 171,000 38,000
Impairment charge-- Customer
agreements (133,000) -- (133,000) --
--------------- --------------- --------------- ---------------
$ 12,782,359 $ 6,378,859 $ 12,782.359 $ 5,626,483
=============== =============== =============== ===============
(9) Restructuring and Impairment of Long Lived Assets
During the third quarter of 2002, we announced a restructuring plan
designed to simplify product development and manufacturing operations and reduce
operating expenses. The restructuring charges recorded were determined based
upon plans submitted by the management and approved by the Board of Directors
using information available at the time. The restructuring charge of $11.1
million in 2002 included $2.5 million for the consolidation of facilities,
$500,000 for prepayment penalties mainly under capital lease arrangements, an
impairment charge of $7.2 million for abandoned leasehold improvements and
equipment to be sold or abandoned
8
and $945,000 of other costs related to the restructuring. We also recorded a
$1.1 million charge within cost of goods sold related to inventory that was
considered obsolete based upon the restructuring plan.
Assets held for sale on the balance sheet represent equipment that we
continue to attempt to sell, written down to its estimated fair value. The
facilities charge contains estimates based upon our potential to sublease a
portion of the corporate office for a portion of the remaining lease term.
Actual results may differ from these estimates, which could require adjustments
to the restructuring accrual in future periods.
The following table shows the components of the restructuring and other
charges and changes in the restructuring accrual through June 30, 2003. The
remaining facilities balance of $1.7 million included in the restructuring
accrual is primarily related to rent payments on non-cancelable leases, net of
estimated sublease income, which will continue to be paid over the respective
lease terms through 2011. The other component of the restructuring accrual
mainly represents amounts owed resulting from the termination of non-cancelable
purchase orders for equipment. The current portion of the accrual is included in
"Other accrued liabilities" on the balance sheet and the long-term portion is
included in "Other liabilities."
Facilities Other Total
Accrued restructuring balance at
December 31, 2002 $ 2,158,038 $ 805,580 $ 2,963,618
Payments made (435,248) (777,108) (1,212,356)
----------------- ----------------- -----------------
Accrued restructuring balance at
June 30, 2003 $ 1,722,790 $ 28,472 $ 1,751,262
----------------- ----------------- -----------------
(10) Reclassifications
Certain reclassifications have been made to the 2002 financial statements to
conform to the 2003 presentation.
9
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, 2003 and for the three and six months ended June 30,
2003 and 2002 should be read in conjunction with our Form 10-K for the fiscal
year ended December 31, 2002 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, Inc. is a leading genetic analysis products company. We
believe our proprietary Invader technology platform is easier to use, more
accurate and cost-effective, and enables higher testing throughput than
conventional methods based on polymerase chain reaction, or PCR. These and other
advantages conferred by our technology platform are enabling us to continue to
successfully serve select research customers, while focusing the majority of our
commercial effort on the rapidly growing, high-value clinical molecular
diagnostic market.
More than 100 clinical molecular diagnostic laboratory customers are using Third
Wave's products in routine patient care. Our research customer base includes the
most notable genome research projects in the world, including the Japanese
government's SNP Initiative and that government's share of the International
Haplotype Map Project. Other customers include pharmaceutical and biotechnology
companies, academic research centers and major health care providers.
Third Wave markets a growing number of products including analyte-specific
reagents (ASRs) for routine clinical use. These ASRs allow certified clinical
reference laboratories to create assays to screen for cystic fibrosis and other
inherited disorders, and to test for the Factor V Leiden and a host of other
mutations associated with predisposition to cardiovascular and other diseases.
We also market a series of Invader RNA Assays for measuring expression levels of
a number of genes.
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.
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.
10
RESTRUCTURING AND OTHER CHARGES.
The restructuring and other charges resulting from the restructuring plan
in the third quarter of 2002 has been recorded in accordance with EITF Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)", Staff Accounting Bulletin No. 100, "Restructuring and
Impairment Charges," and FASB Statement No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." The restructuring charge is comprised
primarily of costs to consolidate facilities, impairment charges for abandoned
leasehold improvements and equipment to be sold or abandoned, prepayment
penalties related mainly to capital lease obligations on equipment to be sold or
abandoned, and other costs related to the restructuring. In calculating the cost
to consolidate the facilities, we estimated the future lease and operating costs
to be paid until the leases are terminated and the amount, if any, of sublease
receipts for each location. This required us to estimate the timing and costs of
each lease to be terminated, the amount of operating costs, and the timing and
rate at which we might be able to sublease the site. To form our estimates for
these costs, we performed an assessment of the affected facilities and
considered the current market conditions for each site. Estimates were also used
in our calculation of the estimated realizable value on equipment that is being
held for sale. These estimates were formed based on recent history of sales of
similar equipment and market conditions. Our assumptions on the lease
termination payments, operating costs until terminated, the offsetting sublease
receipts and estimated realizable value of equipment held for sale may turn out
to be incorrect and our actual cost may be materially different from our
estimates.
LONG-LIVED ASSETS-- IMPAIRMENT
Equipment, leasehold improvements and amortizable identifiable 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, if 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, we estimate the
fair market value of such assets and record an adjustment if fair value less
costs to sell is lower than carrying value.
Goodwill and intangible assets deemed to have indefinite lives are not
amortized, but are subject to annual impairment tests under Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
The annual impairment test was completed in September 2002, and annual
impairment test for current year will be completed in the third quarter ending
September 30, 2003.
DERIVATIVE INSTRUMENTS
We sell products in a number of countries throughout the world. During 2003
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. Contracts outstanding at June 30, 2003 represented a combined U.S.
dollar equivalent commitment of approximately $3.9 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.
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, 2003, our
inventory reserves were $1.7 million, or 50% of our $3.4 million total gross
inventories.
RESULTS OF OPERATIONS
Three and Six Months Ended June 30, 2003 and 2002
REVENUES. Revenues for the three months ended June 30, 2003 of $8.8 million
represented a decrease of $0.8 million as compared to revenues of $9.6 million
for the corresponding period of 2002. Revenues for the six months ended June 30,
2003 of $17.3 million represented a decrease of $2.4 million as compared to
revenues of $19.7 million for the corresponding period of 2002.
11
Product revenues decreased to $8.5 million for the quarter ended June 30, 2003,
from $9.1 million in the quarter ended June 30, 2002. Product revenues decreased
to $16.7 million for the six months ended June 30, 2003, from $18.6 million in
the six months ended June 30, 2002. The decrease in product sales during the
three and six months ending June 30, 2003 resulted from lower research product
sales compared to the corresponding periods of 2002.
Development revenues decreased to $0.3 million for the three months ended June
30, 2003, from $0.4 million for the three months ended June 30, 2002.
Development revenues decreased to $0.5 million for the six months ended June 30,
2003, from $0.8 million for the six months ended June 30, 2002. The decrease was
primarily due to a decrease in funding amounts per our development and
commercialization agreement with BML, Inc (BML). 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 2003.
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, 2003, cost of goods sold
decreased to $3.4 million, compared to $6.6 million for the corresponding period
of 2002. For the six months ended June 30, 2003, cost of goods sold decreased to
$6.5 million compared to $14.3 million for the corresponding period in 2002. The
decrease was due to lower volume and lower fixed costs as a result of the
restructuring that occurred in the third quarter of 2002.
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, 2003 were
$2.7 million, compared to $3.6 million for the corresponding period of 2002.
Research and development expenses for the six months ended June 30, 2003 were
$5.4 million, compared to $8.1 million for the six months ended June 30, 2002.
The decrease in research and development expenses was primarily attributable to
decreased material costs for assay and product development and a decrease in
fees paid for consulting, development, and other services.
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, 2003 were $2.5 million, an increase of $0.3 million, as compared to
$2.2 million for the corresponding period of 2002. Selling and marketing
expenses for the six months ended June 30, 2003 were $4.9 million, an increase
of $0.1 million, as compared to $4.8 million for the corresponding period of
2002
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, office support and
depreciation. General and administrative expenses decreased to $2.4 million in
the three months ended June 30, 2003, from $3.1 million for the corresponding
period in 2002. For the six months ended June 30, 2003 and 2002, general and
administrative expenses were constant at $5.8 million. The decrease in the three
month period ended June 30, 2003 was due to a decrease in personnel related
expenses and consulting fees compared to the corresponding period in 2002.
INTEREST INCOME. Interest income for the three months ended June 30, 2003 was
$0.2 million, compared to $0.3 million for the corresponding period of 2002.
Interest income for the six months ended June 30, 2003 was $0.3 million compared
to $0.6 million for the six months ended June 30, 2002. This decrease was
primarily due to lower interest rates and lower cash balances compared to the
three and six months ending June 30, 2002.
INTEREST EXPENSE. Interest expense for the three months ended June 30, 2003 was
approximately $0.1 million, compared to $0.3 million in the corresponding period
in 2002. Interest expense for the six months ended June 30, 2003 was $0.2
million compared to $0.7 million in the corresponding period in 2002. The
decrease in interest expense was primarily due to lower interest rates on debt.
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
12
convertible note and an initial public offering. As of June 30, 2003, we had
cash and cash equivalents and short-term investments of $56.8 million.
Net cash used in operations for the six months ended June 30, 2003 was $4.1
million, compared with $9.7 million in the corresponding period in 2002. The
decrease in cash used in operations was primarily due to lower operating losses.
Net cash provided by investing activities for the six months ended June 30,
2003 was $0.2 million, compared to a cash usage of $1.5 million in the
corresponding period in 2002. Investing activities included capital expenditures
of $0.1 million in the six months ended June 30, 2003, compared to $1.8 million
in the corresponding period in 2002. Capital expenditures during 2002 were
higher due to investments in production and lab equipment.
Net cash provided by financing activities was $0.4 million in the six
months ended June 30, 2003, compared to net cash used in financing activities of
$1.9 million in 2002. Cash used in financing activities in the six months ending
June 30, 2003 consisted of $13,000 to repay debt, compared to $1.3 million in
the corresponding period in 2002. Additionally, in the six months ending June
30, 2002, $0.8 million was used for capital lease obligation payments. During
2002, we entered into a term loan agreement due on July 31, 2003 to pay off the
then existing debt and capital lease obligations. Upon expiration, we will renew
the term loan for an additional year. The term loan is collateralized with a
12-month certificate of deposit.
The following summarizes our contractual obligations at June 30, 2003 and
the effect those obligations are expected to have on our liquidity and cash flow
in future periods (in thousands):
TOTAL LESS THAN YEARS YEARS OVER
1 YEAR 1 - 3 4 - 5 5 YEARS
----------- --------- --------- ----------
CONTRACTUAL OBLIGATION
Non-cancelable operating
lease obligations $ 18,157 $ 1,823 $ 4,091 $ 4,552 $ 7,691
Term loan 9,515 9,502 13 -- --
---------- --------- --------- --------- ---------
Total obligation $ 27,672 $ 11,325 $ 4,104 $ 4,552 $ 7,691
---------- --------- --------- --------- ---------
As of December 31, 2002 and June 30, 2003 , 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, 2002, we had federal and state net operating
loss carryforwards of approximately $103 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 in February 2001.
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:
o our progress with our research and development programs;
o our level of success in selling our products and technologies;
o our ability to establish and maintain successful collaborative
relationships;
o the costs we incur in enforcing and defending our patent claims and
other intellectual property rights; and
o the timing of purchases of additional capital.
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.
13
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.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, conducted an evaluation as of the end of the period covered
by this report, of the effectiveness of the Company's disclosure controls and
procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934. Based on that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of the end of the period covered by this report. As
required by Rule 13a-15(d) under the Securities Exchange Act of 1934 the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, also conducted an evaluation of the company's internal
control over financial reporting to determine whether any changes occurred
during the quarter covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting. Based on that evaluation, there has been no such change
during the quarter covered by this report.
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, 2002 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - With the exception of the matters identified
below, there are no material legal proceedings pending. From time to
time, we may be involved in litigation relating to claims arising out
of our operations in the usual course of business.
On September 6, 2002 the Company filed a patent infringement action against
Eragen Biosciences, Inc. in the United States District Court for the
Western District of Wisconsin. The complaint alleged that the defendant
infringed certain claims of the Company's U.S. Patent No. 6,348,314
entitled "Invasive cleavage of nucleic acids" and U.S. Patent No. 6,090,543
entitled "Cleavage of nucleic acids" based on Eragen's development and sale
of products known as "Gene-Code" or similar technologies or products. The
defendants answered the complaint on October 8, 2002 and asserted a
counterclaim seeking declaratory judgment that Eragen has not infringed any
valid claims of the Company patents at issue. On April 9, 2003, the Company
and Eragen settled the litigation. Under the terms of the settlement
agreement, Eragen agreed to cease and desist from the development and sale
of certain Gene Code products and technologies and further agreed not to
use or develop products or technologies employing invasive cleavage
technologies. Eragen also agreed to a nonmaterial payment of cash to the
Company. The Company agreed to dismiss the lawsuit against Eragen and
issued a covenant not to sue under certain Company patents.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
14
(1) None
(2) None
(3) None
(4) Use of Proceeds. Pursuant to our Registration Statement on Form S-1,
as amended, filed with the Securities and Exchange Commission and
declared effective February 9, 2001, (Registration No. 333-42694), we
commenced our initial public offering of 7,500,000 registered shares
of common stock, $0.001 par value, on February 9, 2001, at a price of
$11.00 per share (the "Offering"). The Offering was completed on
February 14, 2001, and all of the 7,500,000 shares were sold,
generating gross proceeds of approximately $82,500,000. The managing
underwriters for the Offering were Lehman Brothers Inc., CIBC World
Markets, Dain Rauscher Incorporated, Robert W. Baird & Co.
Incorporated, and Fidelity Capital Markets.
In connection with the Offering, we incurred approximately $5.8
million in underwriting discounts and commissions, and approximately
$1.9 million in other related expenses. The net offering proceeds to
us, after deducting the foregoing expenses, were approximately $74.8
million.
From the time of receipt through June 2003, 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 $14.0 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:
The 2003 Annual Meeting of Shareholders of the Company was held on June
10, 2003. The Company solicited proxies for the Annual Meeting pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, and Regulation
14A thereunder.
Three nominees, Messrs. John Neis, Sam Eletr, and Gordon F. Brunner
were elected for a term expiring at the Annual Meeting of Shareholders in 2006
and the appointment of Ernst & Young LLP as the independent auditors of the
Company for the year ending December 31, 2003 was ratified. The vote for Mr.
Neis was 32,291,468 shares for and 551,158 shares to withhold authority, the
vote for Mr. Eletr was 32,551,645 shares for and 290,981 shares to withhold
authority and the vote for Mr. Brunner was 32,553,195 shares for and 289,431
shares to withhold authority. The vote for the ratification of the appointment
of Ernst & Young LLP was 32,064,786.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32 Section 1350 Certifications
(b) Reports on Form 8-K filed during the three months ended June 30, 2003:
The Company filed a Form 8-K dated April 24, 2003 reporting under
Items 7 and 9 of Form 8-K the Company's press release dated April 24,
2003 announcing the Company's first quarter results.
15
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, 2003 By: /s/ Lance Fors
----------------------------
Lance Fors, CEO
Date: August 14, 2003 By: /s/ John Puisis
----------------------------
John Puisis, CFO
16