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Symyx Technologies 10-Q 2005

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.1

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

 

(Mark One)

 

ý                                 QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2005

 

or

 

o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to              

 

Commission File Number:  000-27765


 

SYMYX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its chapter)

 

Delaware

 

77-0397908

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

3100 Central Expressway,

 

 

Santa Clara, California

 

95051

(Address of principal executive offices)

 

(Zip Code)

 

(408) 764-2000

(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 ý No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

 

As of October 31, 2005, Registrant had outstanding 33,072,352 shares of Common Stock, $.001 par value.

 



 

TABLE OF CONTENTS

 

 

 

 

 

PAGE

Part I: Financial Information

 

 

Item 1.

Financial Statements:

 

 

Condensed Consolidated Income Statements for the Three and Nine Months Ended September 30, 2005 and 2004

1

 

Condensed Consolidated Balance Sheets at September 30, 2005 and December 31, 2004

2

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004

3

 

Notes to Condensed Consolidated Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

39

Item 4.

Controls and Procedures

39

 

 

Part II: Other Information

 

 

Item 1.

Legal Proceedings

40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

40

Item 3.

Defaults Upon Senior Securities

40

Item 4.

Submission of Matters to a Vote of Security Holders

40

Item 5.

Other Information

40

Item 6.

Exhibits

40

 

 

 

Signatures

41

 

 

Exhibit Index

42

 



 

PART I:  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

SYMYX TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Service revenue

 

$

14,518

 

$

10,306

 

$

41,348

 

$

31,957

 

Product sales

 

11,443

 

5,120

 

18,473

 

15,484

 

License fees and royalties

 

5,754

 

4,132

 

17,454

 

10,512

 

Total revenue

 

31,715

 

19,558

 

77,275

 

57,953

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

3,533

 

1,437

 

6,863

 

5,055

 

Research and development

 

12,934

 

9,864

 

36,916

 

31,128

 

Sales, general and administrative

 

6,619

 

4,375

 

19,215

 

12,797

 

Acquired in-process research and development

 

 

 

1,590

 

 

Amortization of intangible assets arising from business combinations

 

919

 

 

2,471

 

 

Total operating expenses

 

24,005

 

15,676

 

67,055

 

48,980

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

7,710

 

3,882

 

10,220

 

8,973

 

Interest and other income

 

1,172

 

610

 

2,847

 

1,845

 

Income before income tax expense

 

8,882

 

4,492

 

13,067

 

10,818

 

Income tax expense

 

2,964

 

1,720

 

5,061

 

4,327

 

Net income

 

$

5,918

 

$

2,772

 

$

8,006

 

$

6,491

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.18

 

$

0.09

 

$

0.24

 

$

0.20

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.17

 

$

0.08

 

$

0.23

 

$

0.19

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic net income per share

 

32,970

 

32,118

 

32,715

 

31,985

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing diluted net income per share

 

34,868

 

33,428

 

34,489

 

33,719

 

 

See accompanying notes to condensed consolidated financial statements

 

1



 

SYMYX TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

 

 

 

September 30,

 

December 31,

 

 

 

2005

 

2004

 

 

 

(Unaudited)

 

(Note 1)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

48,308

 

$

19,459

 

Restricted cash

 

 

104

 

Available-for-sale securities

 

107,171

 

117,082

 

Accounts receivable

 

13,202

 

10,954

 

Inventories

 

2,401

 

2,579

 

Deferred tax assets, current

 

5,024

 

3,885

 

Interest receivable and other current assets

 

2,772

 

4,291

 

Total current assets

 

178,878

 

158,354

 

 

 

 

 

 

 

Property, plant and equipment, net

 

21,987

 

22,679

 

Goodwill

 

17,396

 

9,283

 

Intangible assets, net

 

15,563

 

15,114

 

Deferred tax and other assets

 

1,086

 

1,572

 

Total assets

 

$

234,910

 

$

207,002

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and other accrued liabilities

 

$

7,347

 

$

5,307

 

Accrued compensation and employee benefits

 

4,949

 

3,929

 

Income taxes payable

 

6,008

 

1,927

 

Deferred rent

 

767

 

747

 

Deferred revenue

 

6,168

 

3,430

 

Warranty expense accrual

 

596

 

653

 

Total current liabilities

 

25,835

 

15,993

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized, issuable in series; no shares issued and outstanding

 

 

 

Common stock, $0.001 par value, 60,000,000 shares authorized and 33,062,058 and 32,484,589 shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively

 

33

 

32

 

Additional paid-in capital

 

191,508

 

181,846

 

Deferred stock compensation

 

(348

)

(618

)

Accumulated other comprehensive loss

 

(362

)

(489

)

Retained earnings

 

18,244

 

10,238

 

Total stockholders’ equity

 

209,075

 

191,009

 

Total liabilities and stockholders’ equity

 

$

234,910

 

$

207,002

 

 

See accompanying notes to condensed consolidated financial statements

 

2



 

SYMYX TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2005

 

2004

 

Operating activities

 

 

 

 

 

Net income

 

$

8,006

 

$

6,491

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

8,110

 

9,900

 

Amortization of intangible assets arising from business combinations

 

2,471

 

 

Acquired in-process research and development

 

1,590

 

 

Stock-based compensation

 

278

 

150

 

Gain on sale of property, plant and equipment

 

(20

)

(156

)

Deferred income taxes

 

(622

)

 

Changes in operating assets and liabilities, excluding effects of business acquisition:

 

 

 

 

 

Restricted cash

 

129

 

 

Accounts receivable

 

(1,705

)

(2,406

)

Inventories

 

178

 

561

 

Interest receivable and other current assets

 

1,552

 

844

 

Other long-term assets

 

289

 

36

 

Accounts payable and other accrued liabilities

 

1,733

 

(556

)

Accrued compensation and employee benefits

 

836

 

1,090

 

Income taxes payable

 

4,081

 

4,312

 

Deferred rent

 

20

 

60

 

Deferred revenue

 

2,542

 

(5,432

)

Warranty expense accrual

 

(57

)

(265

)

Net cash provided by operating activities

 

29,411

 

14,629

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchase of property, plant and equipment, net

 

(4,796

)

(3,511

)

Purchase of available-for-sale securities

 

(106,810

)

(85,911

)

Proceeds from maturities of available-for-sale securities

 

114,565

 

64,793

 

Acquisition of a business, net of cash acquired

 

(12,760

)

 

Net cash used in investing activities

 

(9,801

)

(24,629

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from issuance of common stock

 

9,267

 

6,963

 

Repayment of stockholder notes receivable

 

 

134

 

Net cash provided by financing activities

 

9,267

 

7,097

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

(28

)

(8

)

Net increase in cash and cash equivalents

 

28,849

 

(2,911

)

Cash and cash equivalents at beginning of period

 

19,459

 

17,110

 

Cash and cash equivalents at end of period

 

$

48,308

 

$

14,199

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

 

 

Income taxes paid, net

 

$

748

 

$

18

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

Employee stock options assumed in connection with acquisition

 

$

571

 

$

 

 

See accompanying notes to condensed consolidated financial statements

 

3



 

SYMYX TECHNOLOGIES, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.     Summary of Significant Accounting Policies

 

Business and Basis of Presentation

 

Symyx Technologies, Inc. (the “Company” or “Symyx”) is dedicated to helping customers maximize the effectiveness and success of their research and development programs.  Symyx develops and applies high-throughput research technologies and research software for customers in the chemical, energy, pharmaceutical, electronics and other industries.  Symyx performs research for customers using proprietary technologies to discover new and innovative materials, sells automated high-throughput instrumentation and licenses software for use in customers’ own laboratories, and licenses discovered materials, sensors and intellectual property. Symyx has the largest portfolio of patents in the field of high-throughput materials discovery, with 280 issued patents and 370 patent applications on file worldwide.

 

Symyx® was incorporated in California on September 20, 1994 and completed a reincorporation in the state of Delaware in February 1999. Symyx’s headquarters and mailing address is 3100 Central Expressway, Santa Clara, California, 95051, and the telephone number at that location is (408) 764-2000. The Company’s SEC filings are available free of charge through its website at www.symyx.com. The Company’s common stock trades on the Nasdaq National Market under the symbol “SMMX.”

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management, in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at September 30, 2005 and results of operations and cash flows for all periods presented have been made. The condensed consolidated balance sheet at December 31, 2004 has been derived from the audited financial statements at that date.

 

These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s 2004 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The results of operations for the three and nine months ended September 30, 2005 are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire fiscal year ending December 31, 2005.

 

Principles of consolidation

 

These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Symyx Discovery Tools, Inc., incorporated in California, Symyx Technologies International, Inc., incorporated in Delaware, Symyx IntelliChem, Inc., incorporated in Oregon, Synthematix, Inc., incorporated in Delaware (merged into Symyx IntelliChem, Inc., effective August 1, 2005), Symyx Technologies (France) S.A.R.L., incorporated in France, Symyx Technologies (Germany) GmbH, incorporated in Germany, Symyx Technologies AG, incorporated in Switzerland, and Symyx Technologies (UK) Limited, incorporated in the United Kingdom. All significant intercompany balances and transactions have been eliminated on consolidation.

 

Reclassifications

 

Certain reclassifications have been made to prior period amounts to conform to the current period presentations. Segment revenue for prior periods has been reclassified to conform to the current period presentations.

 

4



 

Use of Estimates

 

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Estimates include future warranty expenditures and product life cycles, and assumptions such as the elements comprising a software arrangement, including the distinction between updates/enhancements and new products; when technological feasibility is achieved for the Company’s products; the potential outcome of future tax consequences of events that have been recognized in the Company’s financial statements or tax returns; and determining when investment impairments are other-than-temporary. Actual results and outcomes may differ from management’s estimates and assumptions. For example, the actual results with regard to warranty expenditures could have a material unfavorable impact on the Company if system failures or the cost to repair a system is greater than what the Company has used in estimating the warranty expense accrual.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 (“SAB 104”), Revenue Recognition, the American Institute of Certified Public Accountants Statement of Position (“SOP”) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, Financial Accounting Standards Board Technical Bulletin 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts, the Emerging Issues Task Force consensus on Issue 00-21, Multiple-Deliverable Revenue Arrangements (“EITF 00-21”), and other authoritative accounting literature. The Company generates revenue from services provided under research collaborations, the sale of products, the license of software, the provision of support and maintenance services, and the license of intellectual property. It is possible for the Company’s customers to work with it in multiple areas of its business and contracts may include multiple elements of service revenue, product revenue, and license and royalty revenue. In determining the basis for revenue recognition, the Company first determines the fair value of any extended warranty services and defers this revenue to be recognized over the service period. For those contracts that involve multiple element deliverables, the Company identifies all deliverables, determines the units of accounting and allocates revenue between the units of accounting in accordance with EITF 00-21. In an arrangement that includes software that is more than incidental to the products or services as a whole, the Company recognizes revenue from the software and software-related elements, as well as any non-software deliverable(s) for which a software deliverable is essential to its functionality, in accordance with SOP 97-2.

 

Service Revenue

 

The Company recognizes service revenue from research collaboration agreements, software consulting, and support and maintenance agreements as earned based upon the performance requirements of the agreements. Payments received prior to performance are deferred and recognized as revenue when earned over future performance periods. Collaboration agreements specify minimum levels of research effort required to be performed by the Company. Payments received under research collaboration agreements are not refundable if the research effort is not successful. Direct costs associated with research collaborations are included in research and development expense. Software consulting agreements specify the number of days of consulting services to be provided by the Company. Support and maintenance agreements specify the term of the product maintenance and the nature of the services to be provided by the Company during the term. Direct costs associated with software consulting and support and maintenance were immaterial to date and therefore were also included in research and development expense.

 

Non-refundable up-front payments received in connection with research and development collaboration agreements, including technology access fees, are deferred and recognized on a straight-line basis over the relevant periods specified in the agreement, generally the research term. Revenue from milestone payments, which are substantially at risk until the milestones are completed, is recognized upon completion of these milestone events. Milestone payments to date have been immaterial.

 

Extended product maintenance contracts, which typically provide both extended warranty coverage and product maintenance services, are separately priced from the product, and are recognized as revenue on a straight-line basis over the term of the coverage. The Company’s product related software licenses may provide for technical

 

5



 

support, bug fixes and rights to unspecified upgrades on a when-and-if-available basis for periods defined within the contract. Revenue related to this post-contract customer support is deferred and recognized over the term of the contracted support.

 

Product Sales

 

Product sales revenue includes sales of Discovery Tools hardware and the license of associated software. The Company’s Discovery Tools systems are typically delivered under multiple-element arrangements, which include hardware, software and intellectual property licenses, and maintenance. A determination is made for each system delivered as to whether software is incidental to the system as a whole. If software is not incidental to the Discovery Tools system as a whole, revenue from these arrangements is recognized in accordance with SOP 97-2, as amended. If software is incidental to the Discovery Tools system, revenue from the sale of the Discovery Tools system is earned and recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable, and collectibility is reasonably assured. This is generally upon shipment, transfer of title to and acceptance by the customer of the hardware and associated licenses to software and intellectual property, unless there are extended payment terms. The Company considers all arrangements with payment terms extending beyond twelve months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. In multiple element arrangements, the Company uses the residual method to allocate revenue to delivered elements once it has established fair value for all undelivered elements. Payments received in advance under these arrangements are recorded as deferred revenue until earned.

 

An accrual is established for warranty expenses at the time the associated revenue is recognized. Shipping and insurance costs associated with the sale of discovery tools systems are not material and are included in sales, general and administrative expenses.

 

Software License Fees

 

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. The Company enters into certain arrangements where it is obligated to deliver multiple products and/or services (multiple elements). In these transactions, the Company allocates the total revenue among the elements based on the sales price of each element when sold separately (vendor-specific objective evidence).

 

The amount of revenue allocated to undelivered elements is based on the vendor-specific objective evidence of fair value for those elements using the residual method. Under the residual method, the total fair value of the undelivered elements, as indicated by vendor-specific objective evidence, is recorded as unearned, and the difference between the total arrangement fee and the amount for the undelivered elements is recognized as revenue related to delivered elements. If evidence of the fair value of one or more undelivered elements does not exist, the total revenue is deferred and recognized when delivery of those elements occurs or when fair value can be established.

 

For software licensed on an annual right to use basis, revenue is recognized straight line over the term of the license. Revenue from multi-year licensing arrangements are accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the billing coverage period. Certain multi-year licensing arrangements include rights to receive future versions of software products on a when-and-if-available basis.

 

The Company considers all arrangements with payment terms longer than 12 months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer, provided all the other revenue recognition criteria have been met.

 

Intellectual Property License Fees and Royalties

 

Amounts received from third parties for licenses to the Company’s intellectual property are recognized when earned under the terms of the agreements. Revenue is recognized upon transfer of the license unless the Company has continuing obligations for which fair value cannot be established, in which case the revenue is recognized over

 

6



 

the period of the obligation. If there are extended payment terms, license fee revenue is recognized as these payments become due. The Company considers all arrangements with payment terms extending beyond 12 months not to be fixed or determinable. If there is a provision in the licensing agreement for a variable fee in addition to a non-refundable minimum amount, the amount of the non-refundable minimum guarantee is recognized upon transfer of the license unless the Company has continuing obligations for which fair value cannot be established and the amount of the variable fee in excess of the guaranteed minimum is recognized as revenue when it is fixed and determinable.

 

Royalty revenue is recorded based on reported sales by third party licensees of products containing the Company’s software and intellectual property. If there are extended payment terms, royalty revenues are recognized as these payments become due. Non-refundable royalties, for which there are no further performance obligations, are recognized when due under the terms of the agreements.

 

Amounts received from third parties for options to license certain technology or enter collaborative arrangements upon specified terms are deferred until either the option is exercised or the option right expires.

 

Concentration of Revenue

 

For the three and nine months ended September 30, 2005 and 2004, the following customers contributed more than 10% of the Company’s total revenue (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

ExxonMobil

 

$

14,647

 

$

10,687

 

$

31,448

 

$

28,975

 

The Dow Chemical Company

 

8,490

 

1,277

 

21,402

 

3,297

 

Total

 

$

23,137

 

$

11,964

 

$

52,850

 

$

32,272

 

 

The revenue from the above two customers has been included in the following reportable segments for the three and nine months ended September 30, 2005 and 2004 (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Collaborations

 

$

9,578

 

$

7,313

 

$

28,602

 

$

21,955

 

Discovery Tools

 

10,087

 

2,587

 

14,108

 

4,560

 

Software

 

2,435

 

1,314

 

6,792

 

3,507

 

IP and Materials Licensing

 

1,037

 

750

 

3,348

 

2,250

 

Total

 

$

23,137

 

$

11,964

 

$

52,850

 

$

32,272

 

 

The revenue from the above two customers has been included in the Condensed Consolidated Income Statements for the three and nine months ended September 30, 2005 as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Service revenue

 

$

8,327

 

$

6,398

 

$

24,676

 

$

19,203

 

Product sales

 

9,948

 

2,588

 

13,570

 

4,538

 

License fees and royalties

 

4,862

 

2,978

 

14,604

 

8,531

 

Total

 

$

23,137

 

$

11,964

 

$

52,850

 

$

32,272

 

 

Restricted Cash

 

The Company had restricted cash at December 31, 2004 of approximately $104,000 representing a security deposit required by the lease agreement for its Bend, Oregon facility. The requirement to retain the restricted cash was removed in March 2005.

 

7



 

Inventories

 

Work in process inventory consists of customized Discovery Tools systems in the process of being built. Finished goods inventory consists of Discovery Tools systems that have been finished but are pending shipment to customers. Inventories are carried at the lower of cost determined on a specific identification basis or market. The following table summarizes the components of the Company’s inventory balance (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Work in process

 

$

2,355

 

$

2,579

 

Finished goods

 

46

 

 

Total

 

$

2,401

 

$

2,579

 

 

Warranty expense accrual

 

The Company offers a warranty on each Discovery Tools System shipped. The specific terms and conditions of these warranties vary depending upon the product sold and country in which the Company does business. However, such warranties typically include coverage for parts and labor and software bug fixes for a specified period (typically one year). The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts, as necessary.

 

Changes in the Company’s product warranty expense accrual during the nine months ended September 30, 2005 are as follows (in thousands):

 

Balance as of January 1, 2005

 

$

653

 

New warranties issued during the period

 

358

 

Costs incurred during the period on specific systems

 

(212

)

Changes in liability for pre-existing warranties during the period, including expirations

 

(203

)

Balance as of September 30, 2005

 

$

596

 

 

Goodwill

 

Goodwill will be tested using a fair-value-based approach for impairment on at least an annual basis, generally during the last quarter of the fiscal year, or more frequently if indicators of potential impairment exist. No impairment of goodwill has been identified during any of the periods presented. During the three months ended September 30, 2005, the Company reduced the carrying value of goodwill by $330,000 due to additional research tax credits identified for the two companies acquired, which had not been recorded in the preliminary purchase price allocation.

 

Intangible Assets

 

Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from 1 to 7 years. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the Company’s intangible assets are subject to amortization. No impairment of intangible assets has been identified during any of the periods presented.

 

8



 

Income Taxes

 

Income taxes have been provided using the liability method. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized.

 

Stock-Based Compensation

 

Compensation expense for options to purchase the Company’s common stock granted to non-employees has been determined in accordance with the Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”) and EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services, as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for options to purchase the Company’s common stock granted to non-employees is periodically re-measured as the underlying options vest.

 

The Company generally grants stock options to its employees for a fixed number of shares with an exercise price equal to the fair market value of the shares on the date of grant. As allowed under SFAS 123, the Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations in accounting for stock awards to employees. Accordingly, no compensation expense is recognized in the Company’s financial statements in connection with stock options granted to employees with exercise prices not less than fair market value. Deferred compensation for options assumed in connection with business combinations is determined as the difference between the exercise price and the fair market value of the Company’s common stock on the date options were assumed. Deferred compensation is being amortized to expense on a graded vesting method. For purposes of the pro-forma disclosure, the estimated fair value of the options is assumed to be amortized to expense over the options’ vesting periods on a graded vesting method.

 

Pro forma information under SFAS 123 is as follows (in thousands, except per share data).

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Net income (loss):

 

 

 

 

 

 

 

 

 

As reported

 

$

5,918

 

$

2,772

 

$

8,006

 

$

6,491

 

 

 

 

 

 

 

 

 

 

 

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

 

57

 

 

195

 

7

 

 

 

 

 

 

 

 

 

 

 

Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects

 

(3,298

)

(2,692

)

(16,437

)

(5,614

)

Pro forma

 

$

2,677

 

$

80

 

$

(8,236

)

$

884

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

As reported

 

$

0.18

 

$

0.09

 

$

0.24

 

$

0.20

 

Pro forma

 

$

0.08

 

*

 

$

(0.25

)

$

0.03

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

As reported

 

$

0.17

 

$

0.08

 

$

0.23

 

$

0.19

 

Pro forma

 

$

0.08

 

*

 

$

(0.25

)

$

0.03

 

 


*      Less than $0.01 per share

 

9



 

On two separate occasions during the three month period ended September 30, 2005, the Compensation Committee of the Company’s Board of Directors approved amendments to the terms of outstanding options to purchase shares of the Company’s Common Stock. On each occasion, the terms of options with exercise prices above a designated threshold were amended to become fully-vested and exercisable on December 30, 2005, provided that the holder of such option remains an employee or consultant of the Company on such date. The first occasion was on September 13, 2005, when the Company amended the terms of outstanding options to purchase approximately 251,000 shares of the Company’s Common Stock with exercise prices above $30 per share. The second occasion was on September 22, 2005, when the Company amended the terms of outstanding options to purchase approximately 159,000 shares of the Company’s Common Stock with exercise prices equal or greater than $24.67 per share. All such options were issued pursuant to the terms of the Company’s 1997 Stock Plan, the Company’s 2001 Nonstatutory Stock Option Plan or Symyx IntelliChem’s 2003 Stock Option Plan. No options held by executive officers or directors of the Company will be accelerated pursuant to this authorization. No compensation expense was recorded in connection with the acceleration of the vesting schedule of the above options because the fair market value of the common stock was less than the exercise price of the accelerated options on each of the respective measurement dates. The impact on pro forma income (loss) for the three and nine months ended September 30, 2005 from these accelerations has been included in the above table.

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

 

 

 

Stock Option Plans

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Expected dividend

 

0.0

%

0.0

%

0.0

%

0.0

%

Risk-free interest rate

 

4.0

%

3.1

%

3.8

%

2.9

%

Expected volatility

 

53.0

%

61.0

%

57.3

%

61.0

%

Expected life (in years)

 

3.5

 

3.5

 

3.5

 

3.5

 

 

The Black-Scholes option pricing model was developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. In addition, option pricing models require the input of highly subjective assumptions including the expected stock price volatility. The Company uses projected data for expected volatility and expected life of its stock options based upon historical and other economic data trended into future years. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the estimate, in management’s opinion, the existing valuation models may not necessarily provide a reliable measure of the fair value of the Company’s employee stock options. Under the Black-Scholes option pricing model, the weighted-average estimated fair values of employee stock options granted during the three and nine months ended September 30, 2005 were $12.02 and $12.22 per share, respectively; the weighted-average estimated fair values of employee stock options granted during the three and nine months ended September 30, 2004 were $9.47 and $11.12 per share, respectively.

 

The fair value of shares of common stock relating to the Employee Stock Purchase Plan is estimated on the issuance date using the Black-Scholes option pricing model and the following weighted average assumptions for issuances made in 2005 and 2004:

 

 

 

Employee Stock Purchase Plan

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Expected dividend

 

0.0

%

0.0

%

0.0

%

0.0

%

Risk-free interest rate

 

2.1

%

1.7

%

2.1

%

1.7

%

Expected volatility

 

45.0

%

51.0

%

45.0

%

51.0

%

Expected life (in years)

 

0.7

 

1.4

 

0.7

 

1.4

 

 

10



 

Effect of New Accounting Pronouncements

 

Share-Based Payment

 

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 123 (revised 2004), Share-Based Payment, (“SFAS 123(R)”), which is a revision of SFAS 123. SFAS 123(R) supersedes APB 25 and amends SFAS 95, Statement of Cash Flows. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

 

In April 2005, the Securities and Exchange Commission delayed the effective date of SFAS 123(R), which is now effective for public companies for annual, rather than interim, periods that begin after June 15, 2005.

 

SFAS 123(R) permits public companies to adopt its requirements using either the “modified prospective” method or the “modified retrospective” method. The Company expects to adopt SFAS 123(R) using the modified-prospective method.

 

As permitted by SFAS 123, the Company currently accounts for share-based payments to employees using APB 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)’s fair value method will have a significant impact on the Company’s result of operations, although it will have no impact on the Company’s overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had the Company adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income (loss) and earnings (loss) per share in Note 1 of the Notes to Condensed Consolidated Financial Statements (“Stock Based Compensation”). SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. The Company is currently evaluating the impact on its financial statements upon the adoption of SFAS 123(R).

 

The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments

 

In March 2004, the FASB ratified the recognition and measurement guidance and certain disclosure requirements for impaired securities as described in Emerging Issues Task Force (EITF) Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF Issue No. 03-1 provides new guidance for determining and recording impairment for both debt and equity securities. It also requires additional disclosure for declines in investments that are deemed to be temporary under the standard. In September 2004, the FASB approved the issuance of a FASB Staff Position to delay certain measurement and recognition guidance contained in EITF Issue No. 03-1. The Company will evaluate the effect, if any, of EITF Issue No. 03-1, when final guidance is released.

 

Inventory Costs

 

In November 2004, the FASB issued SFAS No. 151, Inventory Costs—an amendment of ARB No. 43, Chapter 4 (“SFAS 151”). SFAS 151 amends ARB 43, Chapter 4 to clarify that “abnormal” amounts of idle facility expense, freight, handling costs and spoilage should be recognized as current period charges. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements.

 

11



 

Exchanges of Nonmonetary Assets

 

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB No. 29 (“SFAS 153”). SFAS 153 amends ARB 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this standard did not have a material impact on the Company’s financial statements.

 

Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds

 

In October 2004, the FASB ratified Emerging Issues Task Force (EITF) consensus on Issue No. 04-10, Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds, which provides guidance regarding how an enterprise should evaluate the aggregation criteria in paragraph 17 of FASB Statement 131 when determining whether operating segments that do not meet the quantitative thresholds may be aggregated in accordance with paragraph 19 of FASB Statement 131. The effective date of EITF Issue No. 04-10 has not been determined but early application is permitted. The adoption of EITF Issue No. 04-10 is not expected to have a material impact on the Company’s financial statements.

 

Accounting Changes and Error Corrections

 

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and Statement No. 3 (“SFAS 154”). SFAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. It applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement that does not include specific transition provisions. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements.

 

2.     Earnings Per Share

 

Basic net income per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share has been calculated based on the shares used in the calculation of basic net income per share and the dilutive effect of stock options. The computation of the weighted average number of shares outstanding for the three and nine months ended September 30, 2005 and 2004 are as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Weighted-average shares used in computing basic net income per share

 

32,970

 

32,118

 

32,715

 

31,985

 

Dilutive effect of employee stock options, using the treasury stock method

 

1,898

 

1,310

 

1,774

 

1,734

 

Weighted-average shares used in computing diluted net income per share

 

34,868

 

33,428

 

34,489

 

33,719

 

 

The Company excluded 1,977,000 and 3,402,000 shares subject to outstanding stock options from the calculation of diluted net income per share for the three months ended September 30, 2005 and 2004, respectively, because all such securities are anti-dilutive for the respective periods. The Company also excluded 3,381,000 and 2,753,000 shares subject to outstanding stock options from the calculation of diluted net income per share for the nine months ended September 30, 2005 and 2004, respectively, for the same reason.

 

12



 

3.     Related Party Transactions

 

As of September 30, 2005, the Company owns approximately 18% of shares outstanding of Ilypsa, Inc., a private company. The Company accounts for its ownership interest in Ilypsa using the cost method as the Company does not have the ability to exert significant influence on the strategic, operating, investing and financing activities of Ilypsa.

 

Under a Collaborative Research Agreement, Ilypsa paid research funding to the Company in consideration for direct costs incurred by the Company specifically attributable to, or specifically used in furtherance of, the research program. Revenue resulting from work performed under that Agreement during the three and nine months ended September 30, 2004 amounted to $7,000 and $1,168,000, respectively. This revenue has been classified as service revenue in the Condensed Consolidated Income Statements. The Agreement expired in 2004.

 

Ilypsa also licensed software from the Company. The software support revenue reported by the Company for the three and nine months ended September 30, 2005 amounted to $45,000 and $135,000, respectively. This revenue has been classified as service revenue in the Condensed Consolidated Income Statements. The amount advanced from Ilypsa was approximately $39,000 as of September 30, 2005 and the amount receivable from Ilypsa was approximately $7,000 as of December 31, 2004.

 

4.     Comprehensive Income

 

The components of other comprehensive income (loss) consist of unrealized gains and losses on available-for-sale securities and a foreign currency translation adjustment.

 

The components of comprehensive income, net of tax, for the three and nine months ended September 30, 2005 and 2004 are as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Net income

 

$

5,918

 

$

2,772

 

$

8,006

 

$

6,491

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on available-for-sale securities

 

31

 

(17

)

155

 

(380

)

Foreign currency translation adjustment

 

(10

)

6

 

(28

)

(8

)

Other comprehensive income (loss)

 

21

 

(11

)

127

 

(388

)

Comprehensive income

 

$

5,939

 

$

2,761

 

$

8,133

 

$

6,103

 

 

The components of accumulated other comprehensive loss, net of tax, at September 30, 2005 and December 31, 2004 are as follows (in thousands):

 

 

 

September 30, 2005

 

December 31, 2004

 

Unrealized losses on available-for-sale securities

 

$

(322

)

$

(477

)

Foreign currency translation adjustment

 

(40

)

(12

)

Accumulated other comprehensive loss

 

$

(362

)

$

(489

)

 

None of the above unrealized losses was classified as other-than-temporary impairment as the Company has the ability and intent to hold the investments until maturity.

 

5. Segment Disclosure

 

Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”), requires disclosures of certain information regarding operating segments, products and services, geographic areas of operation and major customers. The method for determining what

 

13



 

information to report under SFAS 131 is based upon the “management approach,” or the way that management organizes the operating segments within a company, for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. Symyx’s CODM is the Chief Executive Officer. The CODM evaluates the performance of the Company based on consolidated profit or loss from operations before income taxes. For the purpose of making operating decisions, the CODM primarily considers financial information presented on a consolidated basis accompanied by disaggregated information about revenue. Revenue is defined as revenue from external customers.

 

Symyx allocates research personnel time to each collaboration arrangement on a full-time-equivalent basis but does not allocate actual research and development expenses to each collaboration or business segment. The Company does not assess segment performance below the revenue level or allocate sales, general or administrative expenses or assets to the individual segments and, therefore, financial performance including depreciation and amortization and capital expenditures is not reported on a segment basis.

 

Revenue is disaggregated into:

                  Collaborations — research services on behalf of collaborative partners

                  Discovery Tools — sale of select proprietary instruments and associated software and intellectual property

                  Software — license of Symyx’s Renaissance and electronic laboratory notebook (iELN)  software and provision of associated support, maintenance, and consulting services

                  Intellectual Property and Materials Licensing (“IP and Materials Licensing”) — license of discovered materials and methodology patents, and royalties due to the Company upon successful commercialization of products incorporating materials discovered in the Company’s collaborations

                  Sensors — development services and licenses for specific applications to intellectual property associated with the Company’s sensor technology

 

         The disaggregated financial information reviewed by the CODM can be reconciled to the revenue disclosed in the Condensed Consolidated Income Statements as follows (in thousands):

 

 

 

Three Months Ended September 30, 2005

 

 

 

Service

 

Product

 

License Fees

 

 

 

 

 

Revenue

 

Sales

 

and Royalties

 

Total Revenue

 

Collaborations

 

$

10,972

 

$

 

$

2,533

 

$

13,505

 

Discovery Tools

 

1,312

 

11,443

 

26

 

12,781

 

Software

 

1,738

 

 

1,822

 

3,560

 

IP and Materials Licensing

 

1

 

 

1,182

 

1,183

 

Sensors

 

495

 

 

191

 

686

 

Total

 

$

14,518

 

$

11,443

 

$

5,754

 

$

31,715

 

 

 

 

Three Months Ended September 30, 2004

 

 

 

Service

 

Product

 

License Fees

 

 

 

 

 

Revenue

 

Sales

 

and Royalties

 

Total Revenue

 

Collaborations

 

$

8,819

 

$

 

$

1,500

 

$

10,319

 

Discovery Tools

 

719

 

5,120

 

6

 

5,845

 

Software

 

618

 

 

883

 

1,501

 

IP and Materials Licensing

 

 

 

1,500

 

1,500

 

Sensors

 

150

 

 

243

 

393

 

Total

 

$

10,306

 

$

5,120

 

$

4,132

 

$

19,558

 

 

14



 

 

 

Nine Months Ended September 30, 2005

 

 

 

Service

 

Product

 

License Fees

 

 

 

 

 

Revenue

 

Sales

 

and Royalties

 

Total Revenue

 

Collaborations

 

$

32,457

 

$

 

$

7,449

 

$

39,906

 

Discovery Tools

 

2,940

 

18,473

 

37

 

21,450

 

Software

 

4,346

 

 

4,757

 

9,103

 

IP and Materials Licensing

 

1

 

 

4,497

 

4,498

 

Sensors

 

1,604

 

 

714

 

2,318

 

Total

 

$

41,348

 

$

18,473

 

$

17,454

 

$

77,275

 

 

 

 

Nine Months Ended September 30, 2004

 

 

 

Service

 

Product

 

License Fees

 

 

 

 

 

Revenue

 

Sales

 

and Royalties

 

Total Revenue

 

Collaborations

 

$

27,434

 

$

 

$

4,500

 

$

31,934

 

Discovery Tools

 

2,067

 

14,155

 

18

 

16,240

 

Software

 

1,893

 

1,329

 

2,035

 

5,257

 

IP and Materials Licensing

 

 

 

3,333

 

3,333

 

Sensors

 

563

 

 

626

 

1,189

 

Total

 

$

31,957

 

$

15,484

 

$

10,512

 

$

57,953

 

 

Geographic Area Data

 

All significant long-lived assets were geographically located in the United States for all periods presented. All revenue is generated in the United States for all periods presented. Revenue is attributed to the following geographic locations based on the physical location of Symyx’s customers (in thousands).

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

North America

 

$

24,441

 

$

17,533

 

$

64,962

 

$

51,899

 

Japan

 

220

 

1,450

 

1,794

 

4,601

 

Netherlands

 

3,463

 

 

3,463

 

 

Europe (excluding Netherlands)

 

3,591

 

575

 

7,056

 

1,453

 

Total

 

$

31,715

 

$

19,558

 

$

77,275

 

$

57,953

 

 

6. Business Acquisition

 

On April 1, 2005, Symyx completed the acquisition of 100% of the outstanding shares of privately-held Synthematix, Inc. (“Synthematix”), based in Durham, North Carolina. Synthematix is a provider of organic synthesis reaction planning software systems for scientific knowledge management in chemistry research, with customers primarily in the pharmaceutical, biotechnology, and fine chemical industries. The acquisition was accounted for using the purchase method. The results of Synthematix’s operations have been included in the Company’s consolidated financial statements since April 1, 2005.

 

The preliminary purchase price for this acquisition was $14,015,000, consisting of approximately $13,079,000 in cash, $571,000 in fair value of assumed stock options to purchase 23,876 shares of Symyx common stock, and $365,000 in transaction costs, consisting of legal and other professional service fees.

 

Additional purchase price consideration of up to $4,000,000 may be payable by the Company to former Synthematix shareholders upon the achievement of certain 2005 revenue targets by Synthematix. The Company will evaluate the possibility of achieving these targets from time to time and record the fair value of any additional consideration as an additional cost of the acquisition. No additional consideration was recorded as of September 30, 2005.

 

15



 

7. Intangible Assets

 

The Company acquired certain patent rights and know-how from third parties. It also obtained certain intangible assets in the acquisitions of IntelliChem, Inc. and Synthematix, Inc. in November 2004 and April 2005, respectively. These intangible assets are being amortized on a straight-line basis over the estimated useful lives of the assets. The useful lives of trade names acquired in the IntelliChem and Synthematix acquisitions were estimated to be 4.5 years at the time of acquisitions. During the three months ended September 30, 2005, the remaining useful lives of these trade names were reassessed as one year commencing from September 1, 2005 due to the advancement of the Company’s branding strategy for its software offerings. The current useful lives and carrying amounts of these intangible assets are as follows (in thousands):

 

 

 

 

 

September 30, 2005

 

December 31, 2004

 

 

 

Useful

 

Gross

 

 

 

Net

 

Gross

 

 

 

Net

 

 

 

Lives

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

 

 

(Years)

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

 

Acquired technology

 

5.0

 

$

3,130

 

$

(1,934

)

$

1,196

 

$

3,130

 

$

(1,715

)

$

1,415

 

Bargain lease

 

< 2

 

10

 

(3

)

7

 

 

 

 

Trade name

 

1

 

1,140

 

(250

)

890

 

860

 

(16

)

844

 

Developed technology

 

4.5

 

10,720

 

(1,811

)

8,909

 

8,370

 

(155

)

8,215

 

Customer relationships

 

6.5 - 7

 

5,200

 

(639

)

4,561

 

4,700

 

(60

)

4,640

 

Total intangibles

 

 

 

$

20,200

 

$

(4,637

)

$

15,563

 

$

17,060

 

$

(1,946

)

$

15,114

 

 

Assuming no subsequent impairment of the underlying assets, the annual amortization expense of total intangible assets is expected to be approximately $1,111,000 in the remainder of 2005, $4,121,000 in 2006, $3,469,000 in 2007, $3,460,000 in 2008, $2,217,000 in 2009, and $1,185,000 in 2010 and thereafter.

 

16



 

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

 

Cautionary Statements

 

This Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. In this Report, for example, our forward-looking statements include, without limitation, statements regarding: (1) our expectation that we will adopt SFAS 123(R) using the modified-prospective method; (2) our expectation that certain accounting pronouncements will not have a material impact on our financial statements; (3) our expectation that our cash flows and revenue for 2005 will be comprised in large part of payments to be made and revenue under research and development collaborations together with product sales and license fees and royalties; (4) our statement that we may engage in business acquisitions and expand our business forces; (5) our expectation that we will continue to make significant investments in research and development and that we will expand our operations and employee base; (6) our expectation that a significant portion of our total revenue will continue to be generated from a few key customers; (7) our expectation that the cost of products will fluctuate from period to period; (8) our expectation that we will continue to devote substantial resources to research and development; (9) our expectation that sales, general and administrative expenses as a percentage of total revenue will fluctuate on a quarterly basis but the absolute dollar amount will increase; (10) our expectation that interest income in 2005 will be slightly greater than 2004; (11) our expectation that we will continue to make significant investments in the purchase of property and equipment; (12) our belief that our current cash, cash equivalents and available-for-sale securities balances and the cash flows generated by operations will be sufficient for at least the coming year; (13) our expectation that we will recognize committed but unrecognized revenue of approximately $29 million in the remainder of fiscal 2005 and that we have over $235 million in revenue backlog to be realized in fiscal 2006 and beyond; (14) our intention to augment the committed revenue base with new and extended collaborations, new tool sales, and new intellectual property and software licenses; (15) our expectation that we will meet the commitment set forth in the Collaborative Development and License Agreement with Intermolecular; (16) our expectation that the ultimate costs to resolve any litigation that we may become a party to will not have a material adverse effect on our financial position; (17) our belief that we carry adequate insurance; and (18) our expectation that ExxonMobil, The Dow Chemical Company and a select list of other companies will in the aggregate continue to account for a substantial portion of our revenue.

 

Actual results could differ materially from those projected in any forward-looking statement for the reasons and factors detailed below under the sub-heading “Risk Factors” and in other sections of this Report. All forward-looking statements included in this Form 10-Q are based on information available to us on the date of this Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. See the section below captioned “Risk Factors,” as well as such other risks and uncertainties as are detailed in our Securities and Exchange Commission reports and filings for a discussion of the factors that could cause actual results to differ materially from the forward-looking statements. Such factors include but are not limited to the following:  (1) the market may not accept our products and services; (2)  we may lose one or more of our major customers or partners; (3) we have concentrated reliance on certain major collaborators to successfully commercialize products; (4) we depend on a limited number of suppliers and our manufacture of products may be delayed if shipments from these suppliers are interrupted; (5) the pace, quality or number of our discoveries of new materials may be inadequate; (6) uncertainties exist as to patent protection and litigation; (7) our future growth strategy, including impact of acquisitions, mergers or other changes in business strategy, could result in large one-time charges or disrupt our business if integration or execution of such strategies are unsuccessful; (8) assumptions underlying our critical accounting policies and system of internal or disclosure controls may be incorrect, and there can be no assurance that such systems will succeed in achieving their goals of preventing misstatements, errors or fraud; (9) general economic conditions in the United States and in major European and Asian markets; (10) exposure to risks associated with export sales and operations; and (11) natural disasters, power failures and other disasters. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.

 

The following discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2005

 

17



 

(SEC File No. 000-27765), and in conjunction with information the Company has made available to the public in filings with the Securities and Exchange Commission subsequent to such Report.

 

All percentage amounts and ratios were calculated using the underlying data in thousands. Operating results for the three and nine months ended September 30, 2005, are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full fiscal year.

 

Overview

 

Our revenue and cash flows from operations have come from research collaborations, sales of instruments, and licensing of intellectual property, materials, software and technologies. We develop and apply high-throughput experimentation to the discovery of innovative materials for chemical and petrochemical, pharmaceutical, electronics, consumer goods and automotive industries. We expect that our cash flows and revenue for 2005 will be comprised in large part of payments to be made and revenue to be earned under research and development collaborations together with product sales and license fees and royalties.

 

We have invested heavily in establishing the technology, instrumentation and software necessary to pursue high-throughput research for the discovery of materials. These materials include catalysts to manufacture commodity chemicals and polyolefins, polymers and phosphors for pharmaceutical and industrial applications, and specialized materials for electronics applications.

 

We expect to continue to make significant investments in research and development, including the development of new instruments and software, to enhance our technologies. In addition, an important part of our strategy is to expand our operations and employee base, and to build our resources for research and development, business development and marketing.

 

In the three months ended September 30, 2005, our revenue increased 62% to $31.7 million from $19.6 million for the same period in 2004. While service revenue under our alliance with The Dow Chemical Company contributed  most prominently to the increase in revenue, revenue from Discovery Tools sales and license fees and royalties also increased significantly. Our net income increased to $5.9 million for the three months ended September 30, 2005 from $2.8 million for the same period in 2004. In the nine months ended September 30, 2005, our revenue increased 33% to $77.3 million from $58.0 million for the same period in 2004. Our net income increased to $8.0 million for the nine months ended September 30, 2005 from $6.5 million for the same period in 2004. The net income for the nine month periods ended September 30, 2005 included an in-process research and development charge of approximately $1.6 million and other charges related to the acquisitions of IntelliChem, Inc. in November 2004 and Synthematix, Inc. in April 1, 2005 as discussed in Note 6 of Notes to Condensed Consolidated Financial Statements.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Note 1 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q describes the significant accounting policies and methods used in the preparation of the Condensed Consolidated Financial Statements. Preparing financial statements and related disclosures requires management to exercise judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Estimates are used for, but not limited to, revenue recognition, establishing the warranty expense accrual, establishing slow-moving, obsolete and excess inventory provisions, determining when technical feasibility for our software products has been achieved, determining whether a valuation allowance is necessary for deferred tax assets, and determining the useful life of intangible assets. The following critical accounting policies, among others, are impacted significantly by judgments, estimates and assumptions used in the preparation of the Condensed Consolidated Financial Statements.

 

Source of Revenue and Revenue Recognition Policy

 

We recognize revenue in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 101 (“SAB 104”), Revenue Recognition, the American Institute of Certified Public Accountants Statement of Position (“SOP”) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, Financial Accounting Standards Board Technical Bulletin 90-1,

 

18



 

Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts, the Emerging Issues Task Force consensus on Issue 00-21 or EITF 00-21, Multiple-Deliverable Revenue Arrangements, and other authoritative accounting literature. We generate revenue from services provided under research collaborations, the sale of products, license of software, provision of support and maintenance services, and the license of intellectual property. It is possible for our customers to work with us in multiple areas of our business and contracts may include multiple elements of service revenue, product revenue, and license and royalty revenue.  In determining the basis for revenue recognition, we first determine the fair value of any extended warranty services and defer this revenue to be recognized over the service period. For those contracts that involve multiple element deliverables, we identify all deliverables and allocate revenue between the units of accounting in accordance with EITF 00-21. In an arrangement that includes software that is more than incidental to the products or services as a whole, we recognize revenue from the software and software-related elements, as well as any non-software deliverable(s) for which a software deliverable is essential to its functionality, in accordance with SOP 97-2.

 

Service revenue consists of research and development funding received from collaborative partners as well as support and maintenance or extended warranty agreements. Product revenue consists of payments from customers for Discovery Tools systems, comprising hardware, associated software and intellectual property licenses and consumables. Royalties and license fees include fees for licensing of our software, intellectual property, proprietary materials and technology license payments and royalties on laboratory instruments and software sold under license by third parties.

 

Service Revenue

 

We recognize revenue from research collaboration agreements, software consulting, and support and maintenance agreements as earned upon performance of the services specified in the agreements. Payments received that are related to future performance are deferred and recognized as revenue as the performance requirements are fulfilled.

 

Non-refundable up-front payments received in connection with research and development collaboration agreements, including technology access fees, are deferred and recognized on a straight-line basis over the relevant periods specified in the agreement, generally the research term. Revenue from milestone payments, which are substantially at risk until the milestones are completed, is recognized upon completion of these milestone events. Milestone payments to date have been immaterial.

 

Revenue allocable to support and maintenance is recognized on a straight-line basis over the period the support and maintenance is provided.  Our product related software licenses may provide for technical support, bug fixes and rights to unspecified upgrades on a when-and-if-available basis for periods defined within the contract. Revenue related to this post-contract customer support is deferred and recognized over the term of the contracted support.

 

Product Sales

 

We recognize revenue from the sale of Discovery Tools hardware and the license of associated software, and all related costs of products sold are expensed, once delivery has occurred and customer acceptance has been achieved. A warranty expense accrual is established at the time of customer acceptance. A determination is made for each system delivered as to whether software is incidental to the system as a whole. If software is not incidental to the Discovery Tools system as a whole, revenue from these arrangements is recognized in accordance with SOP 97-2, as amended. If software is incidental to the Discovery Tools system, revenue from the sale of the Discovery Tools system is earned and recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable, and collectibility is reasonably assured. If there are extended payment terms, we recognize product revenue as these payments become due. We consider all arrangements with payment terms extending beyond 12 months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. In multiple element arrangements, we use the residual method to allocate revenue to delivered elements once it has established fair value for all undelivered elements.

 

19



 

Software License Fees

 

For software licensed on an annual right to use basis, revenue is recognized straight line over the term of the license. For revenue allocable to the software portion of a multiple element arrangement or licensed on a perpetual basis, we recognize revenue upon delivery of the software product to the end-user and commencement of the license, unless we have ongoing obligations for which fair value cannot be established or the fee is not fixed or determinable or collectibility is not reasonably assured, in which case we recognize revenue only when each of these criteria have been met. We consider all arrangements with payment terms longer than 12 months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. If evidence of the fair value of one or more undelivered elements does not exist, the total revenue is deferred and recognized when delivery of those elements occurs or when fair value can be established.

 

Intellectual Property License Fees and Royalties

 

We recognize license fee revenue for licenses to our intellectual property when earned under the terms of the agreements. Generally, revenue is recognized upon transfer of the license unless we have continuing obligations for which fair value cannot be established, in which case the revenue is recognized over the period of the obligation. If there are extended payment terms, we recognize license fee revenue as these payments become due. We consider all arrangements with payment terms extending beyond 12 months not to be fixed or determinable. In certain licensing arrangements there is provision for a variable fee as well as a non-refundable minimum amount. In such arrangements, the amount of the non-refundable minimum guarantee is recognized upon transfer of the license unless we have continuing obligations for which fair value cannot be established and the amount of the variable fee in excess of the guaranteed minimum is recognized as revenue when it is fixed and determinable.

 

We recognize royalty revenue based on reported sales by third party licensees of products containing our materials and intellectual property. If there are extended payment terms, royalty revenue is recognized as these payments become due. Non-refundable royalties, for which there are no further performance obligations, are recognized when due under the terms of the agreements.

 

See Note 1 of the Notes to Condensed Consolidated Financial Statements for a further discussion of our revenue recognition policies.

 

Warranty Expense Accrual

 

A warranty expense accrual is established at the time of customer acceptance of a Discovery Tool system and is included as a cost of product sold. Management is required to exercise judgment in establishing the appropriate level of warranty expense accrual for each Discovery Tool system delivered and establishes the accrual based, in part, on reference to actual warranty costs incurred on similar systems. The actual results with regard to warranty expenditures could have a material impact on our financial statements. When actual warranty costs are anticipated to be higher than our original estimates, an additional expense is charged to cost of products sold in the period in which such a determination is made. When actual warranty costs are lower than our original estimates, the difference will have a favorable impact to cost of products sold at the time the warranty expires for the systems. For the nine months ended September 30, 2005 and 2004, we have recorded favorable adjustments of approximately $203,000 and $430,000, respectively.

 

Research and Development Costs

 

We account for research and development costs in accordance with several accounting pronouncements, including SFAS 2, Accounting for Research and Development Costs, and SFAS 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. SFAS 86 specifies that costs incurred internally in creating a computer software product should be charged to expense when incurred as research and development until technological feasibility has been established for the product. Once technological feasibility is established, all software costs should be capitalized until the product is available for general release to customers. Judgment is required in determining when the technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached shortly before the products are released to manufacturing. Costs incurred after technological feasibility is established are not material, and accordingly, we expense our software development costs when incurred.

 

20



 

Inventories

 

We carry our inventories at the lower of cost or market, cost being determined on a specific identification basis. We apply judgment in determining the provisions for slow-moving, excess and obsolete inventories based on historical experience and anticipated product demand.

 

Intangible Assets

 

We amortize intangible assets over their estimated economic lives. Determining the estimated economic life of intangible assets requires judgment on the part of management. For example, if we determined that the estimated economic lives of these assets were one year less than those reported in Note 7 of the Notes to Condensed Consolidated Financial Statements, the amortization expense of intangibles, excluding trade name, whose useful life has been reassessed to be one year, for the three and nine months ended September 30, 2005 would have been increased by $349,000 and $1.0 million, respectively. We will conduct impairment reviews of intangible assets annually or when circumstances indicate the potential impairment of intangible assets. We will also review the amortization periods for intangible assets when circumstances indicate there may be a change in economic lives of intangible assets.

 

Employee Stock Options

 

We generally grant stock options to our employees for a fixed number of shares with an exercise price equal to the fair value of the shares on the date of grant. As allowed under the Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, (“SFAS 123”), we have elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations in accounting for stock awards to employees. Accordingly, no compensation expense is recognized in our financial statements in connection with stock options granted to employees with exercise prices not less than fair value. Deferred compensation for options assumed in connection with business combinations is determined as the difference between the exercise price and the fair market value of our common stock on the date options were assumed. Deferred compensation is being amortized on a graded vesting method. Had we elected to expense stock options based on their fair value in accordance with SFAS 123, we would have reported a net income of approximately $2.7 million for the three months ended September 30, 2005 and a net loss of $8.2 million for the nine months ended September 30, 2005, and a net income of $80,000 and $884,000, respectively, for the three and nine months ended September 30, 2004.

 

Results of Operations

 

Revenue

 

Our total revenue for the three months ended September 30, 2005 increased 62% to $31.7 million compared to $19.6 million from the same period in 2004. Our total revenue for the nine months ended September 30, 2005 increased 33% to $77.3 million compared to $58.0 million from the same period in 2004. This increase was primarily due to the expansion of revenue under our alliance with The Dow Chemical Company, as well as the increase in Discovery Tools sales and in license fees and royalties.

 

Revenue is attributed to the following geographic locations based on the physical location of Symyx’s customers (as a percentage of total revenue in respective periods):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

North America

 

77

%

90

%

84

%

89

%

Japan

 

1

%

7

%

2

%

8

%

Netherlands

 

11

%

0

%

4

%

0

%

Europe (excluding Netherlands)

 

11

%

3

%

10

%

3

%

Total

 

100

%

100

%

100

%

100

%

 

21



 

Revenue attributable to European customers (including Netherlands) increased significantly in the three and nine months ended September 30, 2005 over the same periods in 2004 primarily due to revenue from the two Discovery Tools systems delivered to customers in Europe and revenue from expanded research agreements with an energy customer in Europe.

 

The following table lists our major customers for the three and nine months ended September 30, 2005 and 2004 and revenue generated from these customers as a percentage of our total revenue in the respective periods. We expect that a significant portion of our total revenue will continue to be generated from a few key customers.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

ExxonMobil

 

46

%

55

%

40

%

50

%

The Dow Chemical Company

 

27

%

7

%

28

%

6

%

Total

 

73

%

62

%

68

%

56

%

 

We segregate revenue by the following segments (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Collaborations

 

$

13,505

 

$

10,319

 

$

39,906

 

$

31,934

 

Discovery Tools

 

12,781

 

5,845

 

21,450

 

16,240

 

Software

 

3,560

 

1,501

 

9,103

 

5,257

 

IP and Materials Licensing

 

1,183

 

1,500

 

4,498

 

3,333

 

Sensors

 

686

 

393

 

2,318

 

1,189

 

Total

 

$

31,715

 

$

19,558

 

$

77,275

 

$

57,953

 

 

Collaborations Revenue

 

The Collaborations group generates revenue primarily from the research services it provides to our collaborative partners.

 

The increase in Collaborations revenue for the three months ended September 30, 2005 over the same periods in 2004 resulted primarily from increased funding received in 2005 under the Dow alliance and the extended research collaboration agreements with an energy customer. The increase in Collaborations revenue for the nine months ended September 30, 2005 over the same periods in 2005 resulted primarily from increased funding received in 2005 under the Dow alliance and the extended research collaboration agreements with an energy customer and Univation.

 

Discovery Tools Revenue

 

The Discovery Tools group generates revenue primarily from the sale of Discovery Tools systems comprising hardware, associated software and intellectual property.

 

For the three months ended September 30, 2005, the Discovery Tools group delivered three workflows to chemical and pharmaceutical companies. These workflows had significantly higher values than the one workflow and four modular systems sold in the same period in 2004. For both the nine months ended September 30, 2005 and 2004, the Discovery Tools group sold total six workflows and four modular systems. However, the workflows and modular systems sold in 2005 had significantly higher average values than the systems sold in 2004. As a result, Discovery Tools revenue in the three and nine months ended September 30, 2005 increased significantly compared to the same periods in 2004.

 

Software Revenue

 

The Software group generates revenue primarily from the licensing of Renaissance and electronic laboratory notebook (iELN) software and provision of associated support, maintenance and consulting services.

 

22



 

Software revenue in both the three and nine months ended September 30, 2005 consisted primarily of license fees received under the alliances with ExxonMobil and The Dow Chemical Company as well as software licensed as part of our Discovery Tools sales.  Software revenue in both the three and nine months ended September 30, 2004 consisted primarily of license fees received under the alliance with ExxonMobil, plus the revenue associated with the licensing of software to a large pharmaceutical company in the first quarter of 2004.

 

IP and Materials Licensing Revenue

 

The IP and Materials Licensing group generates revenue primarily from the licensing fees received from licensing of our intellectual property and from royalties paid by third party licensees for sale of products containing our materials and intellectual property.

 

IP and Materials Licensing revenue for the three months ended September 30, 2005 decreased compared to the same period in 2004, as the 2004 period included a significant licensing payment from UOP.  This decrease was partially offset by a payment received from an undisclosed partner and payments received from The Dow Chemical Company in 2005 as a result of its commercialization of the VERSIFY product line. For the nine months ended September 30, 2005, IP and Materials Licensing revenue increased primarily due to the payments received from The Dow Chemical Company.

 

Sensors Revenue

 

The Sensors group offers development services and licenses for specific applications to our sensor technology.  Our sensors revenue in the three and nine months ended September 30, 2005 increased compared to the same periods in 2004 primarily due to payments received from Cannon and another unnamed licensee partially offset by decrease in development payments received from Hella.

 

Cost of Products Sold

 

Cost of products sold was approximately $3.5 million, or 31% of product sales revenue for the three months ended September 30, 2005, compared to $1.4 million, or 28% of product sales revenue for the same period in 2004. Cost of products sold was approximately $6.9 million, or 37% of product sales revenue for the nine months ended September 30, 2005, compared to $5.1 million, or 33% of product sales revenue for the same period in 2004. The fluctuations in the cost of products sold were in part due to the change in the product mix shipped in the respective quarters. Furthermore, in the first nine months of 2004, approximately $1.3 million of software licensed on a perpetual basis and bundled together with a Discovery Tools system was treated as product sales revenue, causing an improved gross margin in that period.

 

The cost of products sold will be driven by the variability of product mix and sales volume in each period. The cost of products sold as a percentage of product sales is expected to fluctuate from period to period because the majority of our Discovery Tools systems are built to particular specifications. For systems that include a significant development component prior to their commercial build, or systems delivered to customers as a prototype, the development costs incurred prior to the commercial build are expensed as development costs, which results in a lower cost of products sold and higher margin in the quarter in which such a system is delivered to the customer.

 

The cost of products sold will also be affected by the adjustment of the warranty expense accrual for the previous sales. When actual warranty costs are lower than our estimates, the difference will have a favorable impact to cost of products sold at the time the warranty expires for the systems. When actual warranty costs are anticipated to be higher than our original estimates, an additional expense is charged to cost of products sold in the period in which such a determination is made.

 

Research and Development Expenses

 

Our research and development expenses consist primarily of:

      salaries and other personnel-related expenses;

      facility costs;

      supplies; and

      depreciation of facilities and laboratory equipment.

 

23



 

Total research and development expenses for the three months ended September 30, 2005 were $12.9 million, an increase of approximately 31% from the same period in 2004. Total research and development expenses for the nine months ended September 30, 2005 were $36.9 million, an increase of approximately 19% from the same period in 2004. The increase was primarily due to the increase in salaries, scientific supplies and other personnel-related expenses for the additional headcount added through the acquisitions of IntelliChem, Inc. and Synthematix, Inc., and additional headcount added to meet our contractual obligations under our alliance agreement with The Dow Chemical Company.

 

Research and development expenses represented 41% and 50% of total revenue in the three months ended September 30, 2005 and 2004, respectively. Research and development expenses represented 48% and 54% of total revenue in the nine months ended September 30, 2005 and 2004, respectively. Our core offerings are research to discover new materials, the sale of instruments and licensing of related software and licensing of intellectual property and materials discovered in our collaborative and internal research programs. Accordingly, we expect to continue to devote substantial resources to research and development.

 

The table below indicates the major collaborative partners, defined as those contributing greater than 10% of collaborative research revenue in the three and nine months ended September 30, 2005, for whom we conducted research and development, together with the date upon which the current contract ends and the primary focus of the collaborations. Contracts may only be extended by mutual agreement between us and the collaborative partner.

 

 

 

Current

 

 

 

 

 

Research

 

 

 

Partner

 

Contract Ends

 

Primary focus of current collaborative efforts

 

The Dow Chemical Company

 

12/31/2009

 

Polyolefin catalysts for certain commodity chemicals

 

ExxonMobil

 

5/31/2008

 

Catalysts for certain commodity chemicals including olefins

 

 

We do not track fully burdened research and development costs or capital expenditures by project. However, we estimate, based on hours spent on each project, that approximately 73% of research and development efforts in the first nine months of 2005 was undertaken for collaborative projects funded by our partners, approximately 5% of research and development efforts was for our own internally funded research, approximately 21% of research and development efforts was for our internal software development, and approximately 1% of research and development efforts was related to internal development of our Discovery Tools. Due to the nature of our research and our dependence on our collaborative partners to commercialize the results of the research, we cannot predict with any certainty whether any particular collaboration or research effort will ultimately result in a commercial product and therefore whether we will achieve future milestones or royalty payments under our various collaborations.

 

Sales, General and Administrative Expenses

 

Our sales, general and administrative expenses consist primarily of personnel costs for business development, sales, legal, general management, finance and human resources, as well as payment of commissions to our foreign sales agents and professional expenses, such as legal and accounting. Sales, general and administrative expenses for the three months ended September 30, 2005 were $6.6 million, an increase of 51% from $4.4 million for the same period in 2004. Sales, general and administrative expenses for the nine months ended September 30, 2005 were $19.2 million, an increase of 50% from $12.8 million for the same period in 2004. The increase is primarily due to increased salary related costs and travel expenses resulting from additional headcount in our sales force and a higher sales activity level. With the acquisitions of IntelliChem and Synthematix, we acquired an established sales force and increased our headcount in the sales, general and administrative area substantially.

 

24



 

Sales, general and administrative expenses represented 21% and 22% of total revenue for the three months ended September 30, 2005 and 2004, respectively. Sales, general and administrative expenses represented 25% and 22% of total revenue for the nine months ended September 30, 2005 and 2004, respectively. Our sales, general and administrative expenses as a percentage of total revenue in the three months ended September 30, 2005 decreased due to the fact that quarterly revenue increased more that quarterly sales, general and administrative expenses due mainly to the timing of when revenue is recognized from Discovery Tools sales. While we expect sales, general and administrative expenses as a percentage of total revenue to fluctuate on a quarterly basis, we expect that those expenses will increase in absolute dollar amounts as we:

      have expanded our business development and sales staff to 4-fold with the acquisitions of IntelliChem and Synthematix and may continue to expand our sales and support personnel as the business grows or by future acquisitions;

      add to and improve our existing laboratory and engineering facilities; and

      incur escalating costs related to being a public company, such as increasing professional fees, including costs associated with compliance with the Sarbanes-Oxley Act of 2002.

 

Acquired In-Process Research and Development

 

In April 2005, we acquired Synthematix in a transaction accounted for as a purchase. The purchase price was allocated to the assets acquired, including intangible assets, based on their estimated fair values. The intangible assets include approximately $1.6 million for acquired in-process technology for projects that did not have future alternative uses. The value of the purchased in-process technology was determined using the income approach. At the date of the Synthematix acquisition, the development of these projects had not yet reached technological feasibility, and the technology in process had no alternative future uses. Accordingly, these costs were expensed in the second quarter of 2005.

 

Amortization of Intangible Assets Arising from Business Combinations

 

In connection with the acquisitions of IntelliChem in November 2004 and Synthematix in April 2005, we recorded $17.1 million of intangible assets (See Note 7 of the Notes to Condensed Consolidated Financial Statements). These intangible assets are being amortized on a straight-line basis over the estimated useful lives of the assets. During the three months ended September 30, 2005, we advanced our branding strategy for our software offerings and accordingly the remaining useful life of the trade names acquired in the IntelliChem and Synthematix acquisitions was reassessed to be 12 months starting from September 1, 2005. For the three and nine months ended September 30, 2005, we recorded $0.9 million and $2.5 million, respectively, of amortization of intangible assets expense related to these acquisitions.

 

Interest and Other Income

 

Interest and other income for the three and nine months ended September 30, 2005 consisted of interest income of $1.2 million and $2.8 million, respectively, and a $20,000 gain from the sale of fixed assets to Intermolecular, Inc., a related party, in the three months ended September 30, 2005. Interest and other income (expense), net, for the three and nine months ended September 30, 2004 consisted of a gain from the sale of fixed assets to Ilypsa amounting to approximately $1,000 and $155,000, respectively, and interest income of approximately $609,000 and $1.7 million, respectively. Interest income represents interest income earned on our cash, cash equivalents and available-for-sale securities. Compared with interest income for the three and nine months ended September 30, 2004, interest income for the same periods in 2005 increased due to the impact of higher average interest rates in 2005 and our higher  average investment balance.

 

Provision for Income Taxes

 

We recorded an income tax expense of $3.0 million and $5.1 million for the three and nine months ended September 30, 2005, respectively, and $1.7 million and $4.3 million for the same periods in 2004, respectively. The effective income tax rate was 33% and 38%, respectively, for the three month periods ended September 30, 2005 and 2004. The effective income tax rate was 39% and 40%, respectively, for the nine months ended September 30, 2005 and 2004. Excluding the impact of the charge for in-process research and development of $1.6 million, which is not deductible for federal tax purposes but deductible for California purpose after we filed a Section 338 election, and excluding tax benefits from additional research tax credits of approximately $0.6 million identified for previous tax years, our effective income tax rate would have been 39% for both the three and nine month periods ended September 30, 2005.

 

Recent Accounting Pronouncements

 

Share-Based Payment

 

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 123 (revised 2004), Share-Based Payment, (“SFAS 123(R)”), which is a revision of SFAS 123. SFAS 123(R) supersedes APB 25 and

 

25



 

amends SFAS 95, Statement of Cash Flows. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

 

We are required to adopt SFAS 123(R) for the three month period ending March 31, 2006.

 

SFAS 123(R) permits public companies to adopt its requirements using either the “modified prospective” method or the “modified retrospective” method. We expect to adopt SFAS 123(R) using the modified-prospective method.

 

As permitted by SFAS 123, we currently account for share-based payments to employees using APB 25’s intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)’s fair value method will have a significant impact on our results of operations, although it will have no impact on our overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income (loss) and earnings per share in Note 1 of the Notes to Consolidated Financial Statements (“Stock Based Compensation”). SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. We are currently evaluating the impact on our financial statements upon the adoption of SFAS 123(R).

 

The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments

 

In March 2004, the FASB ratified the recognition and measurement guidance and certain disclosure requirements for impaired securities as described in Emerging Issues Task Force (EITF) Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF Issue No. 03-1 provides new guidance for determining and recording impairment for both debt and equity securities. It also requires additional disclosure for declines in investments that are deemed to be temporary under the standard. In September 2004, the FASB approved the issuance of a FASB Staff Position to delay certain measurement and recognition guidance contained in EITF Issue No. 03-1. We will evaluate the effect, if any, of EITF Issue No. 03-1, when final guidance is released.

 

Inventory Costs

 

In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4 (“SFAS 151”). SFAS 151 amends ARB 43, Chapter 4 to clarify that “abnormal” amount of idle facility expense, freight, handling costs and spoilage should be recognized as current period charges. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

 

Exchanges of Nonmonetary Assets

 

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB No. 29 (“SFAS 153”). SFAS 153 amends ARB 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this standard did not have a material impact on our financial statements.

 

Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds

 

In October 2004, the FASB ratified Emerging Issues Task Force (EITF) consensus on Issue No. 04-10, Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds, which provides guidance regarding how an enterprise should evaluate the aggregation criteria in paragraph 17 of FASB

 

26



 

Statement 131 when determining whether operating segments that do not meet the quantitative thresholds may be aggregated in accordance with paragraph 19 of FASB Statement 131. The effective date of EITF Issue No. 04-10 has not been determined but early application is permitted. The adoption of EITF Issue No. 04-10 is not expected to have a material impact on our financial statements.

 

Accounting Changes and Error Corrections

 

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and Statement No. 3 (“SFAS 154”). SFAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. It applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement that does not include specific transition provisions. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not anticipate that the adoption of this standard will have a material impact on our financial statements.

 

Liquidity and Capital Resources

 

This section discusses the effects of the changes in our balance sheets, cash flows, and commitments on our liquidity and capital resources.

 

Balance Sheet and Cash Flows

 

We had positive cash flow from operations and financing activities and used cash in investing activities for the nine months ended September 30, 2005. At September 30, 2005 we had cash, cash equivalents and available-for-sale securities of approximately $155.5 million, an increase of $19.0 million from December 31, 2004.

 

As of September 30, 2005, we had no long-term liabilities.

 

Our operating activities provided $29.4 million and $14.6 million of cash during the nine months ended September 30, 2005 and 2004, respectively. The sources of cash for the nine month periods were primarily the receipt of research and development funding from collaborative partners and revenue from product sales and intellectual property licensing, partially offset by operating expenses. The fluctuations from period to period were due primarily to the timing of inventory build-up and receipts of payments related to the shipments of Discovery Tools systems, and the higher revenue and profitability in 2005.

 

Net cash used in investing activities during the nine months ended September 30, 2005 and 2004 were $9.8 million and $24.6 million, respectively. The fluctuation was primarily due to the timing of purchase and maturity of available-for-sale securities, partially offset by approximately $12.8 million net cash used in the acquisition of Synthematix, Inc. in 2005. Other than this acquisition, net cash used to purchase property and equipment in the nine months ended September 30, 2005 was approximately $1.3 million greater than that in the same period of 2004. We expect to continue to make significant investments in the purchase of property and equipment to support our expanding operations.

 

Financing activities provided cash of $9.3 million and $7.1 million during the nine months ended September 30, 2005 and 2004, respectively. These amounts were primarily the proceeds from the exercise of stock options and the proceeds from our employee stock purchase plan.

 

When compared to December 31, 2004, current liabilities as of September 30, 2005 increased by $9.8 million due primarily to the increase in income taxes payable, deferred revenue and accounts payable and other accrued liabilities. Income taxes payable increased due to the ongoing profitability of the Company. Deferred revenue increased due to receipt of deposits on future Discovery Tools shipments, and increases in software and collaborative revenue subject to future obligations as our business has grown. Accounts payable and other accrued liabilities have increased as a result of the increased level of expenditure as the business has grown.

 

We believe that our current cash, cash equivalents and available-for-sale securities balances and the cash flows generated by operations will be sufficient to satisfy our anticipated cash needs for working capital, capital expenditures, investment requirements, stock repurchases and other liquidity requirements associated with our existing operations for at least the coming year. Nonetheless, we may choose to raise additional funds through public or private financing, collaborative relationships or other arrangements. We cannot provide assurance that additional

 

27



 

funding, if sought, will be available on terms favorable to us or at all. Further, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Collaborative arrangements and licensing may require us to relinquish our rights to some of our technologies or products. Our failure to raise capital when needed may harm our business and operating results.

 

A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we may evaluate potential acquisitions of such businesses, products or technologies.

 

Backlog

 

Our revenue backlog remains strong. We expect to recognize committed but unrecognized revenue of approximately $29 million in the remainder of fiscal 2005. We also have over $235 million in revenue backlog to be realized in fiscal 2006 and beyond. We intend to augment the already committed revenue base with new and extended collaborations, new tools sales, and new intellectual property and software licenses.

 

Commitments

 

As of September 30, 2005, our principal commitments were $12.0 million. Principal commitments consisted of our obligations under operating leases and our commitments to purchase inventory and fixed assets. We will satisfy these obligations as they become due over approximately the next nine years.

 

Future commitments under the operating leases for our facilities and purchase commitments for inventory and fixed assets as of September 30, 2005 are as follows (in thousands):

 

 

 

 

 

Less than

 

 

 

 

 

More Than 5

 

 

 

Total

 

1 Year

 

1-3 Years

 

3-5 Years

 

Years

 

Facility Commitments

 

$

10,076

 

$

2,273

 

$

4,402

 

$

3,304

 

$

97

 

Purchase Commitments

 

1,902

 

1,902

 

 

 

 

Total

 

$

11,978

 

$

4,175

 

$

4,402

 

$

3,304

 

$

97

 

 

Other Commitments

 

As discussed in the “Off Balance Sheet Financing and Related Party Transactions” below, our committed investments to the Collaborative Development and License Agreement with Intermolecular, Inc. as of September 30, 2005 were $1.3 million. We will meet this commitment in the next three years.

 

Customer Indemnification

 

From time to time, we agree to indemnify our customers against certain third party liabilities, including liability if our products infringe a third party’s intellectual property rights. Such indemnification provisions are accounted for in accordance with FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The indemnification is typically limited to no more than the amount paid by the customer. As of September 30, 2005, we were not subject to any pending litigation.

 

Contingencies

 

As discussed in the Note 6 of Notes to Condensed Consolidated Financial Statements, additional purchase price consideration of up to $4,000,000 may be payable upon the achievement of certain 2005 revenue targets by Synthematix. We will evaluate the possibility of achieving these targets from time to time and record the fair value of any additional consideration as an additional cost of the acquisition. No additional consideration was recorded as of September 30, 2005.

 

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We do not believe that we are currently a party to any material pending legal proceedings. We may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. Although the outcome of these matters is currently not determinable, we do not currently expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

 

We carry insurance with coverage and coverage limits that we believe to be adequate. Although there can be no assurance that such insurance is sufficient to protect us against all contingencies, our management believes that our insurance protection is reasonable in view of the nature and scope of our operations.

 

Off Balance Sheet Financing and Related Party Transactions

 

We have not entered into any off-balance sheet financing arrangements and have not established any special purpose entities as of September 30, 2005. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets. Transactions between Symyx and related parties during the three and nine months ended September 30, 2005 were:

 

      Revenue received for software maintenance and support from Ilypsa, Inc. during the three and nine months ended September 30, 2005 amounted to $45,000 and $135,000, respectively;

 

      Mario M. Rosati, one of our directors, is also a member of Wilson Sonsini Goodrich & Rosati which provides legal services with respect to real estate issues, for which they receive compensation at normal commercial rates;

 

      On March 17, 2005, we entered into a Collaborative Development and License Agreement with Intermolecular, Inc. Under the agreement, the two companies will work together to conduct research and development activities with respect to materials for use in semiconductor applications.  Each party is bearing its own expenses. Thomas Baruch, one of our board members, is a director of Intermolecular, Inc. and his fund, CMEA Ventures, holds a 17.5% interest in Intermolecular, Inc. and W. Henry Weinberg, one of our executive officers, is a scientific advisory board member of Intermolecular, Inc. and a holder of options to purchase 115,000 shares of common stock of Intermolecular, Inc. In the three months ended September 30, 2005, we sold a fixed asset with $130,000 net book value to Intermolecular, Inc. for its original cost of $150,000.

 

RISK FACTORS

 

Set forth below and elsewhere in this Quarterly Report and in other documents we file with the SEC are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Quarterly Report. These are not the only risks and uncertainties facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

 

Most of our revenue is generated from a small number of key customers and the loss of a key customer could substantially reduce our revenues and be perceived as a loss of momentum in our business

 

Over time we have expanded our base of customers and collaborative partners, however, substantial portions of our revenues are generated from a small number of companies. In particular, ExxonMobil and The Dow Chemical Company accounted for 46% and 27%, respectively, of our total revenue for the three months ended September 30, 2005. We expect that ExxonMobil, The Dow Chemical Company, and a select list of other companies will in the aggregate continue to account for a substantial portion of our revenues for the foreseeable future and the loss of one or more of these customers or collaborative partners would harm our business and operating results. The cancellation of the ExxonMobil or The Dow Chemical Company strategic alliance or loss of another significant customer or collaborative partner could also be perceived as a loss of momentum in our business and an adverse impact on our financial results and this may cause the market price of our common stock to fall.

 

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Failure to integrate our various software products and achieve customer acceptance of the electronic laboratory notebook technology would harm our revenue and operating results

 

We recently acquired IntelliChem, Inc. and Synthematix, Inc., providers of electronic lab notebook software. Our success is partially dependent on our ability to successfully integrate the software we acquired in these acquisitions with our existing software and with each other. If the integrated software products do not achieve substantial market acceptance among new and existing customers, due to factors such as technological problems, competition, pricing, sales execution or market shifts, it will have a material adverse effect on our revenues and operating results.

 

Business activities such as the development of a new line of business or the acquisition of a company or technology could disrupt our business, affect our operating results and distract our management team

 

We have recently engaged in two acquisitions, and in the future, we may engage in additional acquisitions and expand our business focus in order to exploit technology or market opportunities. In the event of any future acquisitions, we may issue stock that would dilute our current stockholders’ percentage ownership, pay cash, incur debts, or assume liabilities. We may not be able to successfully integrate any acquired business into our existing business in a timely and non-disruptive manner or at all. In addition, acquisitions may adversely affect our operating results and could result in, among other things, large one-time charges associated with acquired in-process research and development, future write-offs of goodwill that is deemed to be impaired, restructuring charges related to consolidation of operations, charges associated with unknown or unforeseen liabilities of acquired businesses, increased general and administrative expenses, and the loss of key employees. In the event that we develop a new line of business, our management’s attention may be diverted from normal daily operations of the business. Furthermore, an acquisition or business expansion may not produce the revenues, earnings or business synergies that we anticipate. The time, capital management and other resources spent on an acquisition or business expansion that fails to meet our expectations could cause our business and financial condition to be materially and adversely affected.

 

We may not be able to maintain and grow a profitable business

 

Our ability to maintain or increase our rate of profitability and grow our business is dependent on our ability to:

 

      make discoveries that our customers choose to commercialize that generate a substantial stream of royalties and other revenue;

      extend current collaboration research and development arrangements and add new ones;

      secure new Discovery Tools customers; and

      add additional licensees of both our software and intellectual property.

 

Our ability to achieve our objectives and maintain or increase the profitability of our business will depend in large part on acceptance by potential customers of our high-throughput screening technology and methodology as an effective tool in the discovery of new materials. Historically, pharmaceutical and chemical companies have conducted materials research and discovery activities internally using traditional manual discovery methods. In order for us to achieve our business objectives, we must convince these companies that our technology and capabilities justify outsourcing part of their basic research and discovery programs. We cannot assure you that we will achieve the levels of customer acceptance that will be necessary for us to maintain and grow a profitable business. A failure to achieve the necessary customer acceptance and extend current collaborations and add new ones, secure new Discovery Tools customers, and add additional licensees of our software and intellectual property would adversely affect our revenue and profitability and may cause our stock price to decrease.

 

Failure to successfully commercialize our discoveries would reduce our revenues and profitability and harm our business

 

For us to achieve and sustain a significant level of profitability, we must make discoveries with significant commercial potential.

 

If we license our discovered materials or methodologies to other companies, we typically do not receive royalties on sales of products by our partners until they have commenced commercial sales of products containing our materials or produced using our methods. The commercialization of discovered materials can be a long and

 

30



 

expensive process. The failure of our partners to commercialize development candidates resulting from our research efforts would reduce our future revenue and would harm our business and operating results. In addition, our partners may delay or cancel commercialization of development candidates which may harm our business and operating results.

 

In order for us to commercialize development candidates ourselves, we would need to develop, or obtain through outsourcing arrangements, the capability to manufacture, market, and sell products. We do not have this capability, and we may not be able to develop or otherwise obtain the requisite manufacturing, marketing, and sales capabilities. If we are unable to successfully commercialize products resulting from our proprietary research efforts, our revenues and operating results would decline.

 

We are dependent on the research and development activities of companies in the chemical and petrochemical, pharmaceutical, electronics, consumer goods, and automotive industries, and declines or reductions in research and development activities in these industries could harm our business

 

The market for our discovery services and instrumentation within the chemical and petrochemical, pharmaceutical, elect