1 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. March 31, 1996 0-18231 ATRIX LABORATORIES, INC. (Exact name of registrant as specified in its charter) Delaware 84-1043826 (State of Incorporation) (I.R.S. Employer Identification Number) 2579 Midpoint Drive Fort Collins, Colorado 80525 (Address of principal (Zip Code) executive offices) (970) 482-5868 (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 --- --- As of May 10, 1996, there were 10,742,784 issued and outstanding shares of the Registrant's $.001 par value common stock. 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ATRIX LABORATORIES, INC. BALANCE SHEETS December 31, March 31, 1995 1996 ---- ---- ASSETS (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 925,487 $ 173,695 Marketable securities, available-for-sale, at fair value 10,996,847 8,842,783 Accounts receivable 190,665 113,246 Interest receivable 112,303 68,237 Prepaid expenses and deposits 572,751 249,903 Inventory 202,264 256,513 --------- --------- Total current assets 13,000,317 9,704,377 --------- --------- PROPERTY AND EQUIPMENT: Equipment, furniture and fixtures 1,847,164 1,956,697 Leasehold improvements 506,190 539,447 --------- --------- Total 2,353,354 2,496,144 Accumulated depreciation and amortization (1,133,864) (1,241,286) --------- --------- Property and equipment, net 1,219,490 1,254,858 --------- --------- OTHER ASSETS: Intangible assets, net of accumulated amortization of 674,116 768,024 $52,240 and $56,149 TOTAL $ 14,893,923 $ 11,727,259 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade $ 1,862,850 $ 1,313,285 Accrued salaries and payroll taxes 72,199 70,216 Other accrued liabilities 152,108 139,973 Deferred revenue -- 5,003 --------- --------- Total current liabilities 2,087,157 1,528,477 --------- --------- 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 8,433 8,485 shares; 8,433,296 and 8,484,567 shares issued and outstanding Additional paid-in capital 43,889,473 44,193,300 Unrealized holding loss on securities, available-for-sale (35,176) (196,948) Accumulated deficit (31,055,964) (33,806,055) ----------- ----------- Total shareholders' equity 12,806,766 10,198,782 ---------- ---------- TOTAL $ 14,893,923 $ 11,727,259 ============ ============ See notes to financial statements 2 3 ATRIX LABORATORIES, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 (Unaudited) REVENUE: 1995 1996 ---- ---- Sales $ -- $ 59,040 Contract revenue 62,250 120,008 Interest income 262,808 149,921 Gain on sale of marketable securities -- 23,953 ----------- ----------- Total revenue 325,058 352,922 ----------- ----------- EXPENSES: Cost of goods sold -- 40,670 Research and development -ATRIDOX(TM)product 1,118,675 1,369,478 -Other 862,789 1,103,904 Administrative and marketing 278,538 588,961 ----------- ----------- Total expenses 2,260,002 3,103,013 ----------- ----------- NET LOSS $(1,934,944) $(2,750,091) =========== =========== NET LOSS PER COMMON SHARE $ (0.25) $ (0.33) =========== =========== WEIGHTED AVERAGE SHARES 7,812,430 8,462,433 OUTSTANDING =========== =========== See notes to financial statements 3 4 ATRIX LABORATORIES, INC. STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1996 (Unaudited) Additional Unrealized Total Common Stock Paid-in Holding Accumulated Shareholders' ------------ Shares Amount Capital Loss Deficit Equity ------ ------ ------- ---- ------- ------ BALANCE, December 31, 1995 8,433,296 $ 8,433 $ 43,889,473 $ (35,176) $(31,055,964) $ 12,806,766 Exercise of stock options 51,271 52 303,827 -- -- 303,879 Unrealized holding loss -- -- -- (161,772) -- (161,772) Net loss for the period -- -- -- -- (2,750,091) (2,750,091) ------------ ------------ ------------ ------------ ------------ ------------ BALANCE, March 31, 1996 8,484,567 $ 8,485 $ 44,193,300 $ (196,948) $(33,806,055) $ 10,198,782 ============ ============ ============ ============ ============ ============ See notes to financial statements 4 5 ATRIX LABORATORIES, INC. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 (Unaudited) 1995 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(1,934,944) $(2,750,091) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 80,500 108,717 Amortization of patents 3,304 3,909 Amortization of bond premiums 17,243 25,573 Gain on sale of marketable securities -- (23,953) Net changes in current assets and liabilities: Accounts receivable 83,558 77,419 Prepaid expenses and deposits (433,109) 322,848 Inventory -- (54,249) Interest receivable (92,319) 44,066 Accounts payable - trade 237,069 (549,565) Accrued salaries and payroll taxes 366 (1,983) Other accrued liabilities (9,236) (12,135) Deferred revenue 18,750 5,003 ----------- ----------- Net cash used in operating activities (2,028,818) (2,804,441) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of equipment, furniture and fixtures (57,753) (110,828) Acquisition of leasehold improvements (17,577) (33,257) Investments in intangible assets (16,273) (40,205) Proceeds from sale of marketable securities available-for-sale -- 2,050,342 Investment in marketable securities (53,915) (59,670) ----------- ----------- Net cash (used in) provided by investing activities (145,518) 1,806,382 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock and exercise of stock options 358,575 303,879 Deferred registration costs -- (57,612) ----------- ----------- Net cash provided by financing activities 358,575 246,267 ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (1,815,761) (751,792) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,880,275 925,487 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 64,514 $ 173,695 =========== =========== See notes to financial statements 5 6 ATRIX LABORATORIES, INC. NOTES TO FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 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, 1995, filed with the Securities and Exchange Commission in the Company's Annual Report Form 10-K. NOTE 2. SUBSEQUENT EVENTS On May 8, 1996, the Company completed the sale of 2,250,000 shares of common stock for $11.625 per share, which provided the Company with net proceeds of approximately $24,587,000. The Company intends to use the net proceeds of the offering to fund further research of its products, commercialize its dental products in the United States and Europe, expand its manufacturing capabilities, and for working capital and general corporate purposes. 6 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995 Sales recorded during the three months ended March 31, 1996, represents revenue from sales of the ATRISORB(R) GTR Barrier. The Company had no product sales during 1995. Contract revenue represents revenue the Company received from grants and from unaffiliated third parties for performing contract research and development activities utilizing the ATRIGEL(R) system, and was approximately $120,000 for the three months ended March 31, 1996, compared to approximately $62,000 for the three months ended March 31, 1995, representing a 94% increase. Interest income for the three months ended March 31, 1996, was approximately $150,000 compared to approximately $263,000 for the three months ended March 31, 1995, representing a 43% decrease. 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 accounts to fund the Company's short-term operations. A gain on sale of marketable securities of approximately $24,000 was realized for the three months ended March 31, 1996, whereas no gain was realized for the comparable period in 1995. The proceeds from the sale of marketable securities were used to fund operations. Cost of goods sold recorded for the three months ended March 31, 1996 was associated with the launch of the Company's first dental product, the ATRISORB(R) GTR Barrier. There were sales to certain European countries in March 1996. Research and development expenses - ATRIDOX(TM) product for the three months ended March 31, 1996, were approximately $1,369,000 compared to approximately $1,119,000 for the three months ended March 31, 1995, representing a 22% increase. This increase is a result of the continuation of two Phase III clinical trials for the ATRIDOX(TM) product which began in January 1995. Other research and development expenses, which included activities for the ATRISORB(R) Barrier and other research activities for the three months ended March 31, 1996, were approximately $1,104,000 compared to approximately $863,000 for the three months ended March 31, 1995, representing a 28% increase. The increase was primarily a result of hiring 7 8 additional personnel in the Manufacturing and QA/QC departments; and increased quality assurance and quality control efforts. Administrative expenses increased to approximately $589,000 for the three months ended March 31, 1996, from approximately $279,000 for the three months ended March 31, 1995, representing a 111% increase. The primary reasons for this increase were expenses related to the initiation of marketing and sales efforts for the ATRISORB(R) GTR Barrier product and increased general operating costs. The Company recorded a net loss of approximately $2,750,000 for the three months ended March 31, 1996, compared to a net loss of approximately $1,935,000 for the three months ended March 31, 1995, representing a 42% increase. The increase in net loss was primarily the result of the initiation of marketing and sales efforts for the Company's ATRISORB(R) Barrier product, the hiring of appropriate staff, greater quality assurance and quality control efforts, and increased expenses relating to clinical studies for the Company's ATRIGEL(R) drug delivery system. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 1996, the Company had cash and cash equivalents of approximately $174,000, marketable securities, available-for-sale, at fair value of approximately $8,843,000 and other current assets of approximately $687,000, for total current assets of approximately $9,704,000. Current liabilities totaled approximately $1,528,000, which resulted in working capital of approximately $8,176,000. During the three months ended March 31, 1996, the Company used net cash in operating activities of approximately $2,804,000. This was primarily a result of the net loss for the period of approximately $2,750,000, adjusted for certain non-cash expenses, and changes in other operating assets and liabilities as set forth in the statement of cash flows. Net cash provided by investing activities was approximately $1,806,000 during the three months ended March 31, 1996, primarily as a result of the proceeds from sales 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 $246,000. The increase was a result of the exercise of stock options by certain directors and employees, reduced by cash used for expenses related to the registration of common stock. See "Note 2 to Financial Statements." 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 8 9 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 $144,000 for property, equipment and leasehold improvements, and approximately $40,000 for patent development in the three month period ending March 31, 1996. 9 10 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27. Financial Data Schedule. (b) Reports on Form 8-K No reports on Form 8-K were filed during the period ended March 31, 1996. 11 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) May 13, 1996 By: /s/ John E. Urheim ------------------ John E. Urheim Vice Chairman of the Board of Directors and Chief Executive Officer May 13, 1996 By: /s/ Kimberly A. Marks --------------------- Kimberly A. Marks Corporate Controller, Assistant Secretary, and Assistant Treasurer 12 EXHIBIT INDEX Exhibit Number Exhibit Description Page - ------ ------------------- ---- 27 Financial Data Schedule