-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D8Qcu2G0Z4Uyb5IYBlfBiQH/BjfGbyij6geDCjRcxraZHbKXZJ/o/hGuNNQbh0Tv ItAH17VGdxPZCHxWrU8OyQ== 0000891092-06-000482.txt : 20060228 0000891092-06-000482.hdr.sgml : 20060228 20060228072405 ACCESSION NUMBER: 0000891092-06-000482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THIRD WAVE TECHNOLOGIES INC /WI CENTRAL INDEX KEY: 0001120438 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 391791034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0725 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31745 FILM NUMBER: 06648509 BUSINESS ADDRESS: STREET 1: 502 S ROSA RD CITY: MADISON STATE: WI ZIP: 53719-1256 BUSINESS PHONE: 608-663-7036 MAIL ADDRESS: STREET 1: 502 S. ROSA ROAD CITY: MADISON STATE: WI ZIP: 53719 8-K 1 e23502_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 28, 2006 Third Wave Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-31745 39-1791034 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 502 South Rosa Road Madison, Wisconsin 53719 (Address of Principal Executive Offices) (Zip Code) (608) 273-8933 (Registrant's Telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On February 28, 2006, the Company issued a news release reporting its fourth-quarter and full-year 2005 financial results, a copy of which is filed Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits: 99.1 News Release issued by the Company. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has fully caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THIRD WAVE TECHNOLOGIES, INC. Date: February 28, 2006 By: /s/ Kevin T. Conroy ------------------------------------------ Name: Kevin T. Conroy Title: President & Chief Executive Officer 3 EXHIBIT INDEX The following exhibits are filed herewith: Exhibit No. Description - ----------- ----------- 99.1 News Release issued by the Company 4 EX-99.1 2 e23502ex99-1.txt PRESS RELEASE Exhibit 99.1 [LOGO] THIRD WAVE Technologies Contact: Rod Hise Third Wave Technologies (608) 663-4010 For Immediate Release Third Wave Reports Fourth-Quarter and Full-Year 2005 Financial Results MADISON, Wis., Feb. 28, 2006--Third Wave Technologies Inc. (Nasdaq: TWTI) today reported financial results for the fourth quarter and year ended Dec. 31, 2005. Third Wave reported total revenues of $23.9 million and a net loss of $22.3 million, or ($0.54) per diluted share, for the year ended Dec. 31, 2005, compared to total revenues of $46.5 million and a net loss of $1.9 million, or ($0.05) per diluted share, for the prior year. The company reported total revenues of $5.8 million and a net loss of $5.0 million, or ($0.12) per diluted share, for the fourth quarter ended Dec. 31, 2005, compared to total revenues of $8.1 million and a net loss of $4.7 million, or ($0.12) per diluted share, for the same period of 2004. The year-over-year variances in the company's financial results were due largely to the previously announced and anticipated decline in non-recurring research revenue, which decreased by $23.7 million in 2005, and to the $6.9 million in litigation expense incurred in 2005 to defend the company's core patents. Third Wave reported total clinical molecular diagnostic revenue of $15.7 million for the year ended Dec. 31, 2005, an increase from $15.0 million for the prior year. U.S. clinical molecular diagnostic revenue increased to $14.5 million, or 18%, during 2005. The company reported gross margins of 70% for both the quarter and year ended Dec. 31, 2005, compared to 72% and 73% for the same periods of 2004, respectively. Total operating expenses were $11.1 million and $47.1 million for the quarter and year ended Dec. 31, 2005, respectively, compared to $13.1 million and $48.9 million for the same periods of 2004. Third Wave incurred significant litigation expenses during 2005. For the second time in two years, the company successfully enforced its patented nucleic-acid detection methods. A federal jury last fall found that that Stratagene Corp. infringed two key Third Wave patents covering its proprietary molecular methods. Stratagene recently posted a $21-million bond with the court in Third Wave's name that secures the damages and attorneys' fees awarded to Third Wave in the successful suit. The court issued its decision last week awarding all of Third Wave's requested $4.2 million in attorneys' fees and costs. The company has announced that, with the exception of its dispute with Stratagene, it has resolved its patent-related lawsuits and anticipates significantly lower litigation expenses during 2006 as a result. The savings in litigation expenses will enable Third Wave to invest heavily during 2006 in research and development, and in the clinical trials for its human papilloma virus, or HPV, and pharmacogenetic products that are necessary for the anticipated submissions of those products to the U.S. Food and Drug Administration (FDA). The current global HPV market is approximately $150 million and is growing at 30-35% a year. The total global market opportunity is approximately $1 billion a year. The potential market opportunity in the United States alone is more than $500 million. The company in late December 2005 paid off a $9.5-million bank note. Third Wave ended 2005 with cash, cash equivalents and short-term investments of $38.7 million, compared to $66.7 million at Dec. 31, 2004. "Third Wave will continue to focus on the growth of the company's U.S. clinical molecular diagnostic revenue during 2006 and we believe 2005 is a strong foundation for that growth," said Kevin T. Conroy, president and chief executive of Third Wave. "During 2005, we increased our recurring clinical customer base to more than 140, and launched new clinical products, including our FDA-cleared UGT1A1 pharmacogenetic test. Our Invader chemistry also enables us to capture recurring-revenue opportunities in the research and agricultural markets and we will continue to do so in 2006. "Third Wave's Invader chemistry and outstanding people give us unique advantages in the growing nucleic acid testing market," Mr. Conroy said. "We are committed to making solid progress on both revenues and new product delivery during 2006 to maximize shareholder value, which is our top priority." 2006 Outlook Third Wave anticipates total revenues of $23-25 million, which includes increases in clinical molecular diagnostic and Agbio revenue and a decline in research revenue. The company expects U.S. clinical molecular diagnostic revenue of $15.5-17.5 million and total clinical molecular diagnostic revenue of $16-18 million. Agbio revenue, which is a component of research revenue, will continue to grow, but total research revenue will decline to approximately $7 million, due to the completion of research projects that has been anticipated and previously announced. Conference Call & Webcast Company management will host a conference call on Tuesday, Feb. 28, 2006, at 10 a.m. EST to discuss fourth-quarter and full-year 2005 results and ongoing corporate activities. Domestic callers should dial (866) 510-0705 and international callers should dial (617) 597-5363. The access code for both domestic and international callers is 40955902. Please dial in five to 10 minutes prior to the start of conference call. A live webcast and a replay of the conference call will be available at www.twt.com. The conference call, webcast and replay are open to all interested parties. About Third Wave Technologies Third Wave develops and markets molecular diagnostic reagents for a variety of DNA and RNA analysis applications to meet the needs of our customers. The company offers a number of products based on its Invader(R) chemistry for clinical testing. Third Wave offers in vitro diagnostic kits, and analyte specific, general purpose, and research use only reagents for nucleic acid analysis. For more information about Third Wave and its products, please visit the company's website at http://www.twt.com. All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934 as amended. Such forward-looking statements are subject to factors that could cause actual results to differ materially for Third Wave from those projected. Those factors include risks and uncertainties relating to the company's ability to bring new products to market as anticipated, the current regulatory environment in which the company sells its products, the market acceptance of those products, dependence on partners and customers, successful performance under collaborative and commercial agreements, competition, the strength of the Third Wave intellectual property, the intellectual property of others and other risk factors identified in the documents Third Wave has filed, or will file, with the Securities and Exchange Commission. Copies of the Third Wave filings with the SEC may be obtained from the SEC Internet site at www.sec.gov. Third Wave expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Third Wave's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Third Wave Technologies, Invader and the Third Wave logo are trademarks of Third Wave Technologies, Inc. --Financial Tables Follow-- Third Wave Technologies, Inc Statement of Operations (In thousands, except for per share amounts) (Unaudited)
Three Months Ended Year Ended December 31, December 31, 2005 2004 2005 2004 -------- -------- -------- -------- Revenues: Clinical Product $ 4,259 $ 4,667 $ 15,666 $ 14,951 Research Product 1,353 3,281 7,505 31,065 License & royalty 89 68 362 235 Grant 85 90 373 242 -------- -------- -------- -------- 5,786 8,106 23,906 46,493 -------- -------- -------- -------- Operating expenses: Cost of goods sold Product cost of goods sold 1,241 1,797 5,201 10,363 Intangible and long-term asset amortization 475 495 1,903 2,129 -------- -------- -------- -------- Total cost of goods sold 1,716 2,292 7,104 12,492 Research and development 1,820 2,910 8,389 11,637 Selling and marketing 2,564 3,112 12,772 10,803 General and administrative 3,298 4,600 11,788 12,913 Litigation 1,730 229 6,887 349 Impairment 0 36 203 795 Restructuring 0 (98) 0 (98) -------- -------- -------- -------- 9,412 10,789 40,039 36,399 -------- -------- -------- -------- Total operating expenses 11,128 13,081 47,143 48,891 -------- -------- -------- -------- Income (loss) from operations (5,342) (4,975) (23,237) (2,398) Other income (expense): Interest income 514 295 1,714 776 Interest expense (143) (93) (457) (283) Other (60) 121 (366) 20 -------- -------- -------- -------- 311 323 891 513 -------- -------- -------- -------- Loss from operations ($ 5,031) ($ 4,652) ($22,346) ($ 1,885) -------- -------- -------- -------- Provision for income tax 0 57 0 57 -------- -------- -------- -------- Net loss ($ 5,031) ($ 4,709) ($22,346) ($ 1,942) ======== ======== ======== ======== Net income (loss) per diluted share ($0.12) ($0.12) ($0.54) ($0.05) Weighted average diluted shares outstanding 41,217 40,919 41,125 40,463
Third Wave Technologies, Inc Balance Sheets
December 31 December 31 2005 2004 ----------- ------- Assets: Cash, cash equivalents, and short-term investments $38,717 $66,690 Other current assets 6,249 7,281 Equipment and leasehold improvements, net 4,717 5,971 Intangible assets, net of amortization 2,642 4,146 Goodwill and indefinite lived intangible assets 1,497 1,497 Other assets 4,583 2,483 ------- ------- Total assets $58,405 $88,068 ======= ======= Liabilities and shareholders' equity Accounts payable, accrued expenses and other $16,739 $14,781 liabilities Deferred revenue 267 384 Debt 1,325 10,168 Shareholders' equity 40,074 62,735 ------- ------- Total liabilities and shareholders' equity $58,405 $88,068 ======= =======
-----END PRIVACY-ENHANCED MESSAGE-----