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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File No.
June 30, 1995 0-18231
ATRIX LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1043826
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(State of Incorporation) (I.R.S. Employer
Identification Number)
2579 Midpoint Drive
Fort Collins, Colorado 80525
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(Address of principal (Zip Code)
executive offices)
(970) 482-5868
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(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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As of July 25, 1995, there were outstanding 7,877,428 shares of the
Registrant's $.001 par value common stock.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATRIX LABORATORIES, INC.
BALANCE SHEETS
JUNE 30, 1995 AND DECEMBER 31, 1994
ASSETS
June 30, December 31,
1995 1994
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(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,104,707 $ 1,880,275
Marketable securities, at cost 4,664,078 7,896,827
Marketable securities, available-for-sale 3,658,812 3,300,894
Accounts receivable 19,630 93,469
Interest receivable 119,105 140,848
Prepaid expenses and deposits 433,917 119,102
Inventory - Raw Materials 64,170 ---
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Total current assets 10,064,419 13,431,415
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MARKETABLE SECURITIES, AT COST 7,138,256 7,172,095
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PROPERTY AND EQUIPMENT:
Equipment, furniture and fixtures 1,467,371 1,276,895
Leasehold improvements 398,108 368,851
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Total 1,865,479 1,645,746
Accumulated depreciation and amortization (937,593) (771,274)
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Property and equipment, net 927,886 874,472
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OTHER ASSETS:
Intangible assets, net of accumulated
amortization of $43,855 and $37,065 570,610 527,640
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TOTAL $ 18,701,171 $ 22,005,622
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 572,867 $ 481,267
Accrued salaries and payroll taxes 66,375 63,000
Other accrued liabilities 176,378 195,815
Deferred revenue 162,501 75,000
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Total current liabilities 978,121 815,082
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SHAREHOLDERS' EQUITY:
Preferred stock $.001 par value; authorized 5,000,000
shares, none issued or outstanding
Common stock $.001 par value; authorized 25,000,000
shares; 7,876,578 and 7,743,078 shares
issued and outstanding 7,877 7,743
Unrealized holding loss on securities
available-for-sale (149,666) (396,965)
Additional paid-in capital 40,341,296 39,977,455
Accumulated deficit (22,476,457) (18,397,693)
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Total shareholders' equity 17,723,050 21,190,540
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TOTAL $ 18,701,171 $ 22,005,622
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See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited)
1995 1994
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REVENUE:
Contract revenue $ 182,416 $ 218,390
Contract revenue from related party 3,000 3,000
Interest income 281,883 334,796
Loss on sale of marketable securities -- (42,507)
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Total revenue 467,299 513,679
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EXPENSES:
Research expenses-Perio Product 1,438,555 740,759
Research and development 886,304 966,192
Administrative 287,260 163,773
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Total expenses 2,612,119 1,870,724
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NET LOSS $(2,144,820) $(1,357,045)
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NET LOSS PER COMMON SHARE $ (.27) $ (.18)
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WEIGHTED AVERAGE SHARES OUTSTANDING 7,875,741 7,742,578
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See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited)
1995 1994
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REVENUE:
Contract revenue $ 238,666 $ 312,109
Contract revenue from related party 6,000 6,000
Interest income 544,691 690,772
Loss on sale of marketable securities -- (63,595)
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Total revenue 789,357 945,286
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EXPENSES:
Research expenses-Perio Product 2,556,104 1,360,370
Research and development 1,749,220 1,963,282
Administrative 562,797 404,473
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Total expenses 4,868,121 3,728,125
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NET LOSS $(4,078,764) $(2,782,839)
=========== ===========
NET LOSS PER COMMON SHARE $ (.52) $ (.36)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 7,844,260 7,739,256
=========== ===========
See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Additional Unrealized Total
Common Stock Paid-in Holding Accumulated Shareholders'
--------------------------
Shares Amount Capital Gain (Loss) Deficit Equity
--------- ------------ ----------------------------- ------------ ------------
BALANCE,
December 31, 1994 7,743,078 $ 7,743 $ 39,977,455 $ (396,965) $(18,397,693) $ 21,190,540
Exercise of
stock options 133,500 134 363,841 -- -- 363,975
Unrealized holding
gain -- -- -- 247,299 -- 247,299
Net loss for
the period -- -- -- -- (4,078,764) (4,078,764)
--------- ------------ ------------ ------------ ------------ ------------
BALANCE,
June 30, 1995 7,876,578 $ 7,877 $ 40,341,296 $ (149,666) $(22,476,457) $ 17,723,050
========= ============ ============ ============ ============ ============
See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited)
1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,078,764) $(2,782,839)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 166,319 128,413
Amortization of patents 6,790 5,525
Amortization of bond premiums 125,788 178,149
Loss on sale of marketable securities -- 63,595
Write-off of obsolete patents 5,507 64,779
Net changes in current assets and liabilities:
Accounts receivable 73,839 19,777
Prepaid expenses and deposits (314,815) (61,369)
Inventory (64,170) --
Interest receivable 21,743 8,065
Accounts payable - trade 91,600 (46,902)
Accrued salaries and payroll taxes 3,375 10,644
Other accrued liabilities (19,437) (13,636)
Deferred revenue 87,501 (96,857)
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Net cash used in operating activities (3,894,724) (2,522,656)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment, furniture and fixtures (190,476) (139,949)
Acquisition of leasehold improvements (29,257) (19,609)
Investments in intangible assets (55,266) (96,403)
Proceeds from sale of marketable securities available-for-sale -- 2,405,687
Proceeds from maturities of marketable securities 3,140,800 --
Investment in marketable securities (110,620) (201,947)
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Net cash provided by investing activities 2,755,181 1,947,779
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and exercise of
stock options 363,975 75,229
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Net cash provided by financing activities 363,975 75,229
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NET DECREASE IN CASH AND CASH EQUIVALENTS (775,568) (499,648)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,880,275 589,317
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,104,707 $ 89,669
=========== ===========
See notes to financial statements
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ATRIX LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995 AND 1994
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements of Atrix Laboratories,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all
adjustments considered necessary (which consist only of normal recurring
accruals) for a fair presentation have been included. These financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 1994, filed with the Securities and
Exchange Commission in the Company's Annual Report Form 10-K.
NOTE 2. RELATED PARTY
The Company is the General Partner of Vipont Royalty Income Fund, Ltd.
(the "Partnership"). The Partnership has ongoing expenses related to its status
as a public partnership, including the cost of preparing and filing reports
required by the Securities Exchange Act of 1934 and the Internal Revenue
Service, and providing certain communications to the limited partners. It is
estimated that the cost of preparing, filing and mailing the various reports,
including an annual audit, is approximately $30,000 per year. The Partnership
has exhausted all cash funds. The Company has agreed to advance funds to the
Partnership to pay these expenses for the Partnership's calendar year ending
December 31, 1995. All such advances will be due and payable, if ever, from the
Partnership's share of royalties and/or proceeds from the sale of the rights to
the Perio Product.
As of June 30, 1995, the Partnership had approximately $148,000 in
accounts payable, consisting of management fees owed to the Company, as General
Partner, and trade payables. The Company expensed the amounts advanced to the
Partnership to pay general and administrative expenses in accordance with
generally accepted accounting principles for advances to a research and
development limited partnership.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1995 COMPARED TO
THREE MONTHS ENDED JUNE 30, 1994
Contract revenue represented revenue the Company received from grants
and from unaffiliated third parties for performing contract research and
development activities for the ATRIGEL (TM) system, and was approximately
$182,000 for the three months ended June 30, 1995, compared to approximately
$218,000 for the three months ended June 30, 1994. The decrease in contract
revenue was a result of the Company completing a number of contracts that were
in progress in the prior period, while contracts initiated in the current period
have generated less revenue to date.
Contract revenue from related party represented revenue the Company
earned for the management of the Partnership, and was approximately $3,000 for
the three months ended June 30, 1995 compared to the same amount for the three
months ended June 30, 1994.
Interest income for the three months ended June 30, 1995, was
approximately $282,000 compared to approximately $335,000 for the three months
ended June 30, 1994. Interest income decreased due to a reduction in principal
investments as a result of the funds being used in general operations. The
majority of the funds were invested in U.S. government bond funds, long-term
U.S. government and government agency investments. The remaining cash and cash
equivalents were invested in interest bearing cash accounts to meet the
Company's short-term operating needs.
A loss on sale of marketable securities of approximately $43,000 was
recognized in the three month period ended June 30, 1994. There was no loss
recognized in the current quarter because certain bonds matured and provided
adequate funds for current operations. The prior period loss resulted from the
sale of securities, available-for-sale at a time when the bond market had
substantially declined compared to the period when the securities were
purchased. The proceeds from the sale of marketable securities in the prior year
were used to fund normal operations.
Research expenses-Perio Product for the three months ended June 30,
1995, were approximately $1,439,000 compared to approximately $741,000 for the
three months ended June 30, 1994. The increase was due to the commencement of
two Phase III clinical studies in January 1995. Research expenses are
anticipated to increase in subsequent periods as additional expenses for the
clinical studies are incurred.
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Research and development expenses included activities for the
development of the ATRISORB TM Barrier product and other research activities for
the Company's own benefit. Research and development expenses decreased to
approximately $886,000 during the three months ended June 30, 1995, from
approximately $966,000 for the three months ended June 30, 1994. The decrease
was primarily a result of a reduction of activity in the drug delivery research
area for other applications of the ATRIGEL (TM) system due to the Company's
focus on completing clinical studies related to the periodontal products
during the current year.
Administrative expenses increased to approximately $287,000 during the
three months ended June 30, 1995, from approximately $164,000 for the three
months ended June 30, 1994. The primary reasons for this increase were increased
legal, accounting, and corporate marketing expenses.
The Company recorded a net loss of approximately $2,145,000 for the
three months ended June 30, 1995, compared to a net loss of approximately
$1,357,000 for the three months ended June 30, 1994. The current period loss was
higher due to decreased revenues and increased expenses associated with the
commencement of two Phase III clinical studies on the Perio Product, and
additional research and development on the ATRISORB (TM) Barrier product and the
ATRIGEL (TM) drug delivery system.
SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO
SIX MONTHS ENDED JUNE 30, 1994
Contract revenue represented revenue the Company received from grants
and from unaffiliated third parties for performing contract research and
development activities for the ATRIGEL (TM) system, and was approximately
$239,000 for the six months ended June 30, 1995, compared to approximately
$312,000 for the six months ended June 30, 1994. The decrease in contract
revenue was a result of the Company completing a number of contracts that were
in progress in the prior period, while contracts initiated in the current period
have generated less revenue to date.
Contract revenue from related party represented revenue the Company
earned for the management of the Partnership, and was approximately $6,000 for
the six months ended June 30, 1995 compared to the same amount for the six
months ended June 30, 1994.
Interest income for the six months ended June 30, 1995, was
approximately $545,000 compared to approximately $691,000 for the six months
ended June 30, 1994. Interest income decreased due to a reduction in principal
investments as a result of the funds being used in general operations. The
majority of the funds were invested in U.S. government bond funds, long-term
U.S. government and government agency investments. The remaining cash and cash
equivalents were invested in interest bearing cash accounts to meet the
Company's short-term operating needs.
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A loss on sale of marketable securities of approximately $64,000 was
recognized in the six month period ended June 30, 1994. There was no loss
recognized in the current quarter because certain bonds matured and provided
adequate funds for current operations. The prior period loss resulted from the
sale of securities, available-for-sale at a time when the bond market had
substantially declined compared to the period when the securities were
purchased. The proceeds from the sale of marketable securities in the prior year
were used to fund normal operations.
Research expenses-Perio Product for the six months ended June 30, 1995,
were approximately $2,556,000 compared to approximately $1,360,000 for the six
months ended June 30, 1994. The increase was due to the commencement of two
Phase III clinical studies in January 1995. Research expenses are anticipated to
increase in subsequent periods as additional expenses for the clinical studies
are incurred.
Research and development expenses included activities for the
development of the ATRISORB (TM) Barrier product and other research activities
for the Company's own benefit. Research and development expenses decreased to
approximately $1,749,000 during the six months ended June 30, 1995, from
approximately $1,963,000 for the six months ended June 30, 1994. The decrease
was primarily a result of a reduction of activity in the drug delivery research
area for other applications of the ATRIGEL (TM) system due to the Company's
focus on completing clinical studies related to the periodontal products during
the current year.
Administrative expenses increased to approximately $563,000 during the
six months ended June 30, 1995, from approximately $404,000 for the six months
ended June 30 1994. The primary reasons for this increase were increased legal,
accounting, and corporate marketing expenses.
The Company recorded a net loss of approximately $4,079,000 for the six
months ended June 30, 1995, compared to a net loss of approximately $2,783,000
for the six months ended June 30, 1994. The current period loss was higher due
to decreased revenues and increased expenses associated with the commencement of
two Phase III clinical studies on the Perio Product, and additional research and
development on the ATRISORB (TM) Barrier product and the ATRIGEL (TM) drug
delivery system.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1995, the Company had cash and cash equivalents of
approximately $1,105,000, marketable securities at cost of approximately
$4,664,000, marketable securities available-for-sale of approximately
$3,659,000, and other current assets of approximately $636,000, for total
current assets of approximately $10,064,000. Current liabilities totaled
approximately $978,000, which resulted in working capital of approximately
$9,086,000.
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The Company had funds available of approximately $16,566,000 to fund
working capital requirements and capital expenditures. This included
approximately $1,105,000 in cash and cash equivalents, approximately $4,664,000
in marketable securities with a maturity date of less than twelve months from
the current period end, approximately $3,659,000 of marketable securities
available- for-sale and approximately $7,138,000 in marketable securities with a
maturity date greater than twelve months from the current period end.
During the six months ended June 30, 1995, the Company used net cash
from operating activities of approximately $3,895,000. This was primarily a
result of a net loss of approximately $4,079,000, which was increased by prepaid
expenses and inventory. This total cash used was partially offset by changes in
other operating assets, depreciation, amortization and accounts payable. Changes
in other operating assets and liabilities included a decrease in cash for
prepaids of approximately $315,000 due to payments for clinical studies, an
increase in cash for accounts receivable of approximately $74,000 and an
increase in cash for deferred revenue of approximately $88,000.
Net cash provided by investing activities was approximately $2,755,000
during the six months ended June 30, 1995, primarily as a result of the proceeds
from maturities of marketable securities. This was reduced by cash used for the
acquisition of capital equipment and leasehold improvements, investments in
intangible assets, and investments in marketable securities.
Net cash provided from financing activities was approximately $364,000.
The increase was a result of the exercise of stock options by certain directors
and employees.
The Company's long-term capital expenditure requirements will depend on
numerous factors, including the progress of the Company's research and
development programs, the time required to file and process regulatory approval
applications, the development of the Company's commercial manufacturing
facilities, the ability of the Company to obtain additional licensing
arrangements, and the demand for the Company's products, if and when approved.
The Company expended approximately $220,000 for property, equipment and
leasehold improvements, and approximately $55,000 for patent development in the
six month period ending June 30, 1995.
The Partnership has ongoing expenses related to its status as a public
partnership, including the cost of preparing and filing reports required by the
Securities Exchange Act of 1934 and the Internal Revenue Code, and providing
certain communications to the limited partners. It is estimated that the cost of
preparing, filing and mailing the various reports, including an annual audit
will be approximately $30,000. The Partnership has exhausted all cash funds. The
Company has agreed to advance additional funds to the Partnership to pay these
expenses for the Partnership's calendar year ending December 31, 1995. All such
advances will be due and payable, if ever, from the Partnership's share of
royalties and/or proceeds from the sale of the rights to the Perio Product.
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As of June 30, 1995, the Partnership had approximately $148,000 in
accounts payable, consisting of management fees owed to the Company, as General
Partner, and trade payables. The Company expensed the amounts owed to the
Partnership to pay general and administrative expenses in accordance with
generally accepted accounting principles for advances to a research and
development limited partnership.
The Company expects to incur substantial expenditures over the next two
years for research and development, testing and regulatory compliance and for
hiring additional management, scientific, manufacturing and administrative
personnel. The Company will use significant funds to undertake any clinical
testing. The Company expects to incur substantial operating losses for the
foreseeable future. Depending on the results of the Company's research and
development activities, the Company may determine to accelerate or expand its
efforts in one or more of its proposed areas and may therefore require
additional funds earlier than presently anticipated. Further, the Company will
require significant additional funds or arrangements with third parties to
commercialize any of its products. The Company will also require substantial
additional funds if it proceeds to manufacture and market any products on a
commercial scale. Such funds will be needed to construct additional facilities
and to hire manufacturing and marketing personnel. There can be no assurance
that additional financing will be available when needed on terms favorable to
the Company.
Management believes that under the current operating plan its existing
capital resources will be sufficient to meet its operating expenses and capital
expenditure requirements through at least 1996. However, as the Company's goal
is to maintain a cash and investment balance sufficient to fund its operating
expenses for at least two years, the Company expects to seek additional capital
through debt and/or equity financings in the next twelve to eighteen months.
There can be no assurance that such funds will be available to the Company on
favorable terms, if at all. In addition, the availability of such funds may be
adversely affected by increasing governmental pressures on the pharmaceutical
industry. Management currently has no commitments or arrangements for raising
additional capital. The Company cannot predict the effect that health care
reforms may have on the Company. The Company's long-term success depends on
sales of products that must undergo an extensive regulatory approval process.
There can be no assurance that regulatory agency approvals will be obtained for
any products or drugs developed or discovered by the Company, or that the
Company will be successful in developing any products or drugs.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An Annual Shareholders Meeting was held on April 30, 1995, in Fort
Collins, Colorado, for the purpose of re-electing Mr. William C. O'Neil and
electing Mr. David R. Bethune to the Board of Directors as Class B directors,
and ratifying the appointment of the Company's independent auditors.
The following votes were cast by the Shareholders with respect to the
election of directors named in the Proxy Statement:
Shares Shares Shares
Voted Voted Voted Broker
For Against Abstained Non-Votes
--------- ------- --------- ---------
Mr. William C. O'Neil 6,047,175 58,000 0 0
Mr. David R. Bethune 6,047,017 58,158 0 0
The following votes were cast by Shareholders with respect to the
resolution to ratify the Board of Directors' selection of Deloitte & Touche LLP
as the Company's independent auditors for the fiscal year ending December 31,
1995:
Shares Shares Shares
Voted Voted Voted Broker
For Against Abstained Non-Votes
--------- ------- --------- ---------
6,031,800 38,236 35,139 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated April 28, 1995, was filed
with the Securities and Exchange Commission under Item 5
regarding license agreements signed with Paravax, Inc., and
Gensia, Inc. No other reports on Form 8-K were filed during the
period ended June 30, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATRIX LABORATORIES, INC.
(Registrant)
August 1, 1995 By: /s/ John E. Urheim
-----------------------------------------
John E. Urheim
Vice Chairman of the Board of Directors
and Chief Executive Officer
August 1, 1995 By: /s/ Kimberly A. Marks
-----------------------------------------
Kimberly A. Marks
Corporate Controller, Assistant
Secretary, and Assistant Treasurer
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EXHIBIT INDEX
Exhibit No. Exhibit Description Page
- ----------- -------------------- ----
27 Financial Data Schedule