UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  April 26, 2018
 
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware	 	001-35092	 	02-0478229	
(State or Other Jurisdiction	 	(Commission	 	(I.R.S. Employer	
of Incorporation)	 	File Number)	 	Identification No.)	
 
441 Charmany Drive
Madison, WI  53719
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s telephone number, including area code:   (608) 284-5700
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 
2.02.                      Results of Operations and Financial Condition.
 
On April 26, 2018, Exact Sciences Corporation announced its financial results for the quarter ended March 31, 2018.  A copy of the press release is being furnished as Exhibit 99 to this Current Report on Form 8-K.
 
The information in this Current Report on Form 8-K and Exhibit 99 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
9.01.                      Financial Statements and Exhibits.
 
Exhibits
 
The exhibits required to be filed as a part of this Current Report on Form 8-K are listed below and incorporated herein by reference.

Exhibit No.	 	Exhibit Description	
 	 	 	
99	 	Press release, dated April 26, 2018, issued by Exact Sciences Corporation, furnished herewith.	
 
2 

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

 	EXACT SCIENCES CORPORATION	
 	 	 	
Date: April 26, 2018	By:	/s/ Jeffrey T. Elliott	
 	 	Jeffrey T. Elliott	
 	 	Chief Financial Officer	
 
3 

Exhibit 99 
 
Contact:
 
Megan Jones
Exact Sciences Corp.
meganjones@exactsciences.com
608-535-8815
 
Media Contact:
 
J.P. Fielder
Exact Sciences Corp.
jpfielder@exactsciences.com
608-210-5220
For Immediate Release
 
Cologuard® revenue and completed tests increased 87 percent to $90.3 million and 186,000
 
·                   Nearly 9,000 healthcare providers ordered their initial Cologuard test during the first quarter, and more than 110,000 have ordered since the test was launched
 
MADISON, Wis. , Apr. 26, 2018 — Exact Sciences Corp. (Nasdaq: EXAS) today announced that the company generated revenue of $90.3 million and completed approximately 186,000 Cologuard tests during the quarter ended Mar. 31, 2018. First-quarter 2018 revenue and Cologuard test volume both grew 87 percent from 2017.
 
“The Exact Sciences team delivered strong growth to start the year by remaining relentlessly focused on our core priorities. By increasing awareness and adoption of Cologuard, we are making strides toward our mission of playing a role in the eradication of colon cancer,” said Kevin Conroy, chairman and CEO of Exact Sciences. “The success of Cologuard also positions us to develop tests that facilitate the early, accurate detection of other forms of cancer.”
 
First-Quarter 2018 Financial Results
 
For the three-month period ended Mar. 31, 2018, as compared to the same period of 2017 (where applicable):
 
·                   Revenue was $90.3 million, an increase of 87 percent, and test volume was 186,000, an increase of 87 percent
 
·                   Average recognized revenue per test was unchanged at $485; note that the prior period included approximately $4.3 million, or $43 per test, related to the one-time impact of certain payers meeting the company’s revenue recognition criteria for accrual-basis revenue accounting
 
·                   Average cost per test was $123, an improvement of 28 percent
 
·                   Gross margin was 75 percent, an increase of 970 basis points

 
·                   Operating expenses were $103.9 million, an increase of 55 percent
 
·                   Net loss was $39.4 million or $0.33 per share, compared to $34.9 million or $0.32 per share
 
·                   Non-cash interest expense related to convertible debt was $5.1 million, or $0.04 per share
 
·                   Cash utilization was $53.7 million, compared to $36.4 million
 
·                   Cash, cash equivalents and marketable securities were $1.0 billion at the end of the quarter
 
·                   Nearly 9,000 healthcare providers ordered their first Cologuard test during the first quarter, and 110,000 (rounded) have ordered since the test was launched
 
2018 Outlook
 
·                   The company continues to anticipate revenue of $420-$430 million and completed Cologuard test volume of 900,000-920,000 tests during 2018
 
·                   For the second quarter, the company anticipates completing 220,000-230,000 Cologuard tests
 
The company’s guidance for revenue and completed tests are forward-looking statements. They are subject to various risks and uncertainties that could cause the company’s actual results to differ materially from the anticipated targets. There can be no assurance the company will meet these financial projections. See the cautionary information about forward-looking statements in the “Safe Harbor Statement” section of this press release.
 
First-Quarter Conference Call & Webcast
 
Company management will host a conference call and webcast on Thursday, Apr. 26, 2018, at 5 p.m. ET to discuss first-quarter 2018 results. The webcast will be available at www.exactsciences.com. Domestic callers should dial 877-201-0168 and international callers should dial +1-647-788-4901.
 
An archive of the webcast will be available at www.exactsciences.com. A replay of the conference call will be available by calling 800-585-8367 domestically or 416-621-4642 internationally. The access code for the replay of the call is 8289286. The webcast, conference call and replay are open to all interested parties.
 
About Cologuard
 
Cologuard was approved by the FDA in August 2014 and results from Exact Sciences’ prospective 90-site, point-in-time, 10,000-patient pivotal trial were published in the New England Journal of Medicine in March 2014. Cologuard is included in the American Cancer Society’s (2014) colorectal cancer screening guidelines and the recommendations of the U.S. Preventive Services Task Force (2016) and National Comprehensive Cancer Network (2016). Cologuard is indicated to screen adults of either sex, 50 years or older, who are at average risk

 
for colorectal cancer. Cologuard is not for everyone and is not a replacement for diagnostic colonoscopy or surveillance colonoscopy in high-risk individuals. False positives and false negatives do occur. Any positive test result should be followed by a diagnostic colonoscopy. Following a negative result, patients should continue participating in a screening program at an interval and with a method appropriate for the individual patient. Cologuard performance when used for repeat testing has not been evaluated or established. For more information about Cologuard, visit www.cologuardtest.com. Rx Only.
 
About Exact Sciences Corp.
 
Exact Sciences Corp. is a molecular diagnostics company focused on the early detection and prevention of the deadliest forms of cancer. The company has exclusive intellectual property protecting its non-invasive, molecular screening technology for the detection of colorectal cancer. For more information, please visit the company’s website at www.exactsciences.com, follow Exact Sciences on Twitter @ExactSciences or find Exact Sciences on Facebook.
 
Safe Harbor Statement
 
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, anticipated results of our sales and marketing efforts, expectations concerning payer reimbursement and the anticipated results of our product development efforts. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully and profitably market our products and services; the acceptance of our products and services by patients and healthcare providers; our ability to meet demand for our products and services; the willingness of health insurance companies and other

 
payers to cover Cologuard and adequately reimburse us for our performance of the Cologuard test; the amount and nature of competition from other cancer screening and diagnostic products and services; the effects of the adoption, modification or repeal of any healthcare reform law, rule, order, interpretation or policy; the effects of changes in pricing, coverage and reimbursement for our products and services, including without limitation as a result of the Protecting Access to Medicare Act of 2014; recommendations, guidelines and quality metrics issued by various organizations such as the U.S. Preventive Services Task Force, the American Cancer Society, and the National Committee for Quality Assurance regarding cancer screening or our products and services; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, licensing and supplier arrangements; our ability to maintain regulatory approvals and comply with applicable regulations; and the other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 
EXACT SCIENCES CORPORATION
Selected Unaudited Financial Information
Condensed Consolidated Balance Sheets
(Amounts in thousands)

 	 	March 31,	 	December 31,	 	
 	 	2018	 	2017	 	
Assets	 	 	 	 	 	
Cash and cash equivalents	 	$	148,695	 	$	77,491	 	
Marketable securities	 	893,474	 	347,224	 	
Accounts receivable, net	 	34,575	 	26,419	 	
Inventory, net	 	32,380	 	26,027	 	
Prepaid expenses and other current assets	 	12,867	 	10,055	 	
Property and equipment, net	 	103,448	 	79,986	 	
Other long-term assets	 	31,477	 	31,358	 	
Total assets	 	$	1,256,916	 	$	598,560	 	
 	 	 	 	 	 	
Liabilities and stockholders’ equity	 	 	 	 	 	
Total current liabilities	 	$	73,330	 	$	68,124	 	
Convertible notes, net	 	486,688	 	—	 	
Long term debt	 	4,237	 	4,269	 	
Long term other liabilities	 	5,643	 	5,749	 	
Total stockholders’ equity	 	687,018	 	520,418	 	
Total liabilities and stockholders’ equity	 	$	1,256,916	 	$	598,560	 	

 
EXACT SCIENCES CORPORATION
Selected Unaudited Financial Information
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)

 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2018	 	2017	 	
Laboratory service revenue	 	$	90,296	 	$	48,363	 	
 	 	 	 	 	 	
Cost of sales	 	22,914	 	16,981	 	
Gross margin	 	67,382	 	31,382	 	
 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	
Research and development	 	14,935	 	8,002	 	
General and administrative	 	35,567	 	20,070	 	
Sales and marketing	 	53,408	 	38,801	 	
Total operating expenses	 	103,910	 	66,873	 	
Loss from operations	 	(36,528	)	(35,491	)	
 	 	 	 	 	 	
Other income (expense)	 	 	 	 	 	
Investment income	 	3,673	 	595	 	
Interest expense	 	(6,510	)	(50	)	
Total other income	 	(2,837	)	545	 	
 	 	 	 	 	 	
Net loss before tax	 	(39,365	)	(34,946	)	
 	 	 	 	 	 	
Income tax expense	 	(59	)	—	 	
 	 	 	 	 	 	
Net loss	 	$	(39,424	)	$	(34,946	)	
 	 	 	 	 	 	
Net loss per share - basic and diluted	 	$	(0.33	)	$	(0.32	)	
 	 	 	 	 	 	
Weighted average common shares	 	 	 	 	 	
outstanding - basic and diluted	 	121,016	 	110,582