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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from ____________ to _______________
Commission File Number 0-28414
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UROLOGIX, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1697237
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14405 21st Avenue North, Minneapolis, MN 55447
(Address of principal executive offices)
Registrant's telephone number, including area code: (763) 475-1400
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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 April 30, 2002 the Company had outstanding 13,877,290 shares of common
stock, $.01 par value.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Urologix, Inc.
Condensed Balance Sheets
(In thousands, except per share data)
March 31, 2002 June 30, 2001
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ASSETS (unaudited) (*)
Current assets:
Cash and cash equivalents $ 821 $ 26
Available-for-sale securities 11,736 14,895
Accounts receivable, net of allowance of $442 and $396 4,634 3,284
Inventories, net 3,283 2,203
Prepaids and other current assets 496 439
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Total current assets 20,970 20,847
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Property and equipment:
Machinery, equipment and furniture 7,597 6,847
Less accumulated depreciation (4,752) (4,240)
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Property and equipment, net 2,845 2,607
Deposits and other assets 2,767 3,003
Goodwill and trademarks, net 11,333 11,101
Other intangible assets, net 8,804 9,302
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Total assets $ 46,719 $ 46,860
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,609 $ 1,781
Accrued liabilities 2,369 1,566
Current portion of long-term lease obligation 488 419
Deferred income 2,006 2,146
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Total current liabilities 6,472 5,912
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Long-term liabilities:
Long-term debt 575 575
Long-term lease obligation 489 864
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Total long-term liabilities 1,064 1,439
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Shareholders' equity:
Common stock, $.01 par value, 25,000 shares authorized;
13,876 and 13,630 shares issued and outstanding 139 136
Additional paid-in capital 108,330 107,397
Accumulated deficit (69,327) (68,029)
Accumulated other comprehensive income 41 5
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Total shareholders' equity 39,183 39,509
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Total liabilities and shareholders' equity $ 46,719 $ 46,860
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* The Balance Sheet at June 30, 2001 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
The accompanying notes to financial statements
are an integral part of these statements.
Urologix, Inc.
Condensed Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended March 31, Nine Months Ended March 31,
------------------------------------------------------------------
2002 2001 2002 2001
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Sales $6,027 $4,509 $16,468 $ 9,646
Cost of goods sold 2,114 1,715 5,763 3,758
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Gross profit 3,913 2,794 10,705 5,888
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Costs and expenses:
Selling, general and administrative 2,962 2,852 8,548 7,733
Research and development 930 936 3,127 2,390
Amortization of intangible assets 166 359 498 717
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Total costs and expenses 4,058 4,147 12,173 10,840
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Operating loss (145) (1,353) (1,468) (4,952)
Interest income, net 50 139 170 671
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Net loss ($95) ($1,214) ($1,298) ($4,281)
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Basic and diluted net loss per
common share ($0.01) ($0.09) ($0.09) ($0.34)
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Basic and diluted weighted average
number of common shares outstanding 13,867 13,091 13,785 12,577
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The accompanying notes to financial statements
are an integral part of these statements.
Urologix, Inc.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
March 31,
--------------------------
2002 2001
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Operating Activities:
Net loss ($1,298) ($4,281)
Adjustments to reconcile net loss to net cash used for
operating activities, net of effects of acquisition -
Depreciation and amortization 1,246 1,341
Value of options issued to consultants 38 -
Change in operating items, net of effects of acquisition:
Accounts receivable (1,436) (399)
Inventories (1,080) (30)
Prepaids and other current assets (57) 1,663
Accounts payable and accrued liabilities 345 (1,361)
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Net cash used for operating activities (2,242) (3,067)
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Investing Activities:
Purchases of property and equipment, net (750) (868)
Proceeds from sale of available-for-sale securities, net 3,195 10,630
Cash paid for acquisitions, net of cash acquired - (7,578)
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Net cash provided by investing activities 2,445 2,184
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Financing Activities:
Payments made on capital lease obligations (306) (171)
Proceeds from exercise of stock options 898 609
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Net cash provided by financing activities 592 438
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Net increase (decrease) in Cash and Cash Equivalents 795 (445)
Cash and cash equivalents beginning of period 26 459
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Cash and cash equivalents end of period $ 821 $ 14
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The accompanying notes to financial statements
are an integral part of these statements.
Urologix, Inc.
Notes to Condensed Financial Statements
March 31, 2002
(Unaudited)
1. Basis of presentation
The accompanying unaudited condensed financial statements of Urologix, Inc.
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X. The balance sheet as of March 31, 2002, the
statements of operations for the three and nine months ended March 31, 2002 and
2001, and the statements of cash flows for the nine months ended March 31, 2002
and 2001, are unaudited but include all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the financial
position at such dates and the operating results and cash flows for those
periods. Certain information normally included in financial statements and
related footnotes prepared in accordance with accounting principles generally
accepted in the United States has been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. The
accompanying financial statements should be read in conjunction with the
financial statements and notes included in Urologix' annual report on Form 10-K
for the year ended June 30, 2001, filed with the Securities and Exchange
Commission.
Results for any interim period shown in this report are not necessarily
indicative of results to be expected for any other interim period or for the
entire year.
2. Acquisition of certain assets from EDAP
On October 1, 2000, we purchased the Prostatron Cooled ThermoTherapy
product line and related patents and technologies from EDAP TMS S.A., a French
corporation, EDAP Technomed Medical Systems S.A., a French corporation and EDAP
Technomed Inc., a Delaware corporation (collectively "EDAP"). We paid total
consideration of $7,988,000 in cash, issued 1,365,000 shares of common stock and
a five-year warrant to purchase 327,466 shares of Urologix common stock at a
price of $7.725 per share. We also agreed to assume approximately $1.5 million
in lease obligations related to equipment located at customer sites and issued a
promissory note to pay EDAP $575,000 plus accrued interest on December 30, 2003.
The statements of operations include the operating results of the acquired
business beginning October 1, 2000. Unaudited pro forma results of operations
for the nine-month period ended March 31, 2001 include revenue of $12.4 million,
a net loss of $6.7 million or a net loss per share of $0.51 if the transaction
had occurred on July 1, 2000. These unaudited pro forma results have been
prepared for comparative purposes only and do not purport to be indicative of
the results of operations that would have actually resulted had the combinations
been in effect on July 1, 2000, or of future results of operations.
Urologix, Inc.
Notes to Condensed Financial Statements
March 31, 2002
(Unaudited)
3. Supplemental cash-flow information
Selected cash payments and non-cash activities were as follows (in
thousands):
Nine Months Ended March 31,
2002 2001
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Cash paid during the year for interest $ 204 $ 169
Non-cash investing activities:
Equity capital issued for acquisition - 11,911
Details of acquisition:
Fair value of assets acquired - 25,376
Liabilities assumed - (4,902)
Issuance of Debt - (575)
Stock issued - (11,911)
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Cash paid - 7,988
Less cash acquired - (410)
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Net cash paid for acquisition - $ 7,578
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4. Basic and diluted net loss per share
Basic and diluted net loss per common share was computed by dividing the
net loss by the weighted average number of shares of common stock outstanding
during the periods presented. The impact of common stock equivalents has been
excluded from the computation of weighted average common shares outstanding as
the effect would be antidilutive.
5. Revenue recognition
Revenue from product sales is recognized at the time of shipment, net of
estimated returns, which are also provided for at the time of shipment. Deferred
revenue for warranty service contracts is recognized over the contract period.
Revenue from equipment rental through our per procedure fee program is
recognized at the time of equipment use.
6. Inventories
Net inventories consisted of the following (in thousands):
March 31, 2002 June 30, 2001
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Raw materials $1,440 $1,041
Work in process 401 385
Finished goods 1,442 777
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$3,283 $2,203
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Urologix, Inc.
Notes to Condensed Financial Statements
March 31, 2002
(Unaudited)
7. Goodwill and other intangible assets
In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 141 "Business Combinations" and Statement No. 142, "Goodwill and
Other Intangible Assets," (collectively, "the statements"). The statements
eliminate the pooling-of-interests method of accounting for business
combinations and the systematic amortization of goodwill and indefinite-lived
intangible assets. We adopted the statements effective July 1, 2001 and
determined that the acquired developed technologies and customer base would
continue to be amortized over useful lives of 15 years and 14 years,
respectively and that we would cease amortizing the acquired goodwill and
trademarks as they were indefinite-lived intangible assets. We will perform an
annual impairment test for the indefinite-lived intangible assets. We do not
believe that any impairment will result upon completion of the analysis. Future
annual amortization expense for acquired intangible assets is expected to be
approximately $700,000 for the next five fiscal years.
The statements of operations include the operating results of an acquired
business beginning October 1, 2000. For illustrative purposes the following
unaudited proforma information gives the effect of the adoption of the
statements on prior periods:
Three Months Ended Nine Months Ended
March 31, March 31,
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2002 2001 2002 2001
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Net Loss, as reported ($95) ($1,214) ($1,298) ($4,281)
Adjustment to goodwill amortization - 193 - 385
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Adjusted net loss ($95) ($1,021) ($1,298) ($3,896)
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Net loss per share, as reported ($0.01) ($0.09) ($0.09) ($0.34)
Adjustment to goodwill amortization - 0.01 - 0.03
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Adjusted net loss per share ($0.01) ($0.08) ($0.09) ($0.31)
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Balances of acquired intangible assets were as follows (in thousands):
March 31, 2002 June 30, 2001
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Developed technologies, net of
accumulated amortization of $750
and $375 $6,750 $7,125
Customer base, net of accumulated
amortization of $246 and $123 2,054 2,177
Goodwill and trademarks, net of
accumulated amortization of $584 and $584 11,333 11,101
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$20,137 $20,403
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Urologix, Inc.
Notes to Condensed Financial Statements
March 31, 2002
(Unaudited)
8. Comprehensive Loss
Comprehensive loss includes all changes in equity during a period except
those resulting from investments by and distributions to shareholders. Our
comprehensive loss represents net loss adjusted for unrealized gains (losses) on
available-for-sale securities.
(In thousands) Nine Months ended March 31,
2002 2001
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Net loss ($1,298) ($4,281)
Change in net unrealized gains on
available-for-sale securities 36 43
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Comprehensive loss ($1,262) ($4,238)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion and analysis of Urologix' financial condition
and results of operations for the three and nine-month periods ended March 31,
2002 and 2001. This section should be read in conjunction with the condensed
financial statements and related notes in Item 1 of this report and Urologix'
Annual Report on Form 10-K for the year ended June 30, 2001, which has been
filed with the Securities and Exchange Commission.
Cautionary Note Regarding Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains, in addition to historical information,
forward-looking statements that are based on our current expectations, beliefs,
intentions or future strategies. These statements are subject to risks and
uncertainties that could cause actual results to differ materially from the
statements, including the extent to which the physicians performing Cooled
ThermoTherapy procedures are able to obtain third-party reimbursement, changes
in the reimbursement environment, market acceptance and the rate of adoption of
Cooled ThermoTherapy for the treatment of benign prostatic hyperplasia (BPH) by
the medical community, our ability to successfully protect our intellectual
property rights, the ability of our key suppliers to provide product, the impact
of competitive treatments, products and pricing, and the effectiveness of our
sales and marketing organization. We do not take responsibility for updating
such forward-looking statements to reflect events that arise after the date of
this report. A detailed discussion of risks and uncertainties may be found in
Urologix' Annual Report on Form 10-K for the year ended June 30, 2001.
OVERVIEW
Urologix, Inc., based in Minneapolis, develops, manufactures and markets
minimally invasive medical products for the treatment of urological disorders.
We have developed and offer non-surgical, catheter-based treatments that
use a proprietary cooled microwave technology for the treatment of BPH, a
disease that dramatically affects more than 23 million men worldwide by causing
adverse changes in urinary voiding patterns. We market our products under the
Targis(TM) and Prostatron(R) names. Both systems utilize Cooled
ThermoTherapy(TM), a targeted microwave energy combined with a unique cooling
mechanism that protects healthy tissue and enhances patient comfort while
providing safe, effective, lasting relief from the symptoms of BPH. Cooled
ThermoTherapy can be performed without anesthesia or intravenous sedation and,
as a result, can be performed in a physician's office or an outpatient clinic.
We believe Cooled ThermoTherapy provides an efficacious, safe and cost effective
solution for BPH that is clinically superior to medication without the
complications and side effects inherent in surgical procedures.
Our ability to successfully commercialize Cooled ThermoTherapy depends in
part on the extent to which the users of our products obtain appropriate
reimbursement for the cost of the procedure. We estimate that 60% to 80% of
patients who receive treatment in the United States are eligible for Medicare
coverage, making Medicare reimbursement critical for widespread market
acceptance in the United States. Prior to August 1, 2000, the Centers for
Medicare and Medicaid Services, which administers Medicare reimbursement, only
reimbursed Cooled ThermoTherapy procedures performed in hospital-based settings,
on a reasonable cost or cost plus basis. On August 1, 2000, the reimbursement
was changed to a fixed rate or prospective payment system for procedures
performed in hospitals. On January 1, 2001, Medicare reimbursement became
available under the prospective payment system for Cooled ThermoTherapy
procedures performed in physicians' offices.
In the United States, we will continue to market our products through a
direct sales force and a network of independent third-party mobile service
providers. We offer our customers the option to either purchase our Cooled
ThermoTherapy systems outright or rent the equipment on a per use basis. We
continue to focus our sales and marketing efforts on expanding the base of
customer accounts and increasing the usage of our disposable products at
existing accounts. Internationally we utilize a network of distributors and
agents.
RESULTS OF OPERATIONS
Sales increased to $6.0 million and $16.5 million for the three and
nine-month periods ended March 31, 2002, from $4.5 million and $9.6 million
during the same periods in the prior fiscal year. The growth in sales for both
periods was due to growth in the physician's office market as a direct result of
the favorable reimbursement change that allowed physicians to perform Cooled
ThermoTherapy in their offices. Due to a production shutdown at a third-party
supplier, Targis control units were in backorder during the first and second
quarter of fiscal 2002, negatively affecting our ability to ship product and
generate revenue. The Targis control unit was the only product affected by the
shutdown. During the first fiscal quarter of 2002 we entered into a two-year
supply agreement with Plexus Corp. for the production of our Targis control
unit. Plexus delivered the first production units in December 2001 and continued
to ship Targis control units pursuant to our purchase orders during the third
fiscal quarter of 2002.
Cost of goods sold includes raw materials, labor, overhead and royalties
incurred in connection with the production of our Cooled ThermoTherapy control
units and single-use procedure kits. Cost of goods sold increased to $2.1
million and $5.8 million for the three and nine-month periods ended March 31,
2002, from $1.7 million and $3.8 million during the same periods in fiscal 2001.
This increase resulted from higher sales volume. Gross profit as a percentage of
sales for the three-month period ended March 31, 2002 increased to 65% from 62%
in the same period of fiscal year 2001. For the nine-month period ended March
31, 2002, gross profit as a percentage of sales increased to 65%, from 61% in
the same period of the prior fiscal year. The increase in both periods is
primarily attributable to continuing manufacturing process improvements,
increased production volumes and decreased raw-material costs.
Selling, general and administrative expenses increased to $3.0 million and
$8.5 million from $2.9 million and $7.7 million for the three and nine-month
periods ended March 31, 2002 and 2001, respectively. The increased expenses are
primarily attributable to the expansion of our direct sales force and
investments in advertising and physician training. We expect sales and marketing
expenses to continue to increase as we intensify our efforts to generate
awareness and acceptance of Cooled ThermoTherapy.
Research and development expenses include expenditures for product
development, regulatory compliance and clinical studies. Research and
development expenses for the three-month period ended March 31, 2002 decreased
slightly to $930,000 from $936,000 in the same period of fiscal 2001 while
expenses for the nine-month period ended March 31, 2002 increased to $3.1
million from $2.4 million in the same period of fiscal 2001. The expense
increase during the nine-month period resulted primarily from year-over-year
increases in headcount and product development and clinical trial expenses
during the first two quarters of fiscal 2002. We expect quarterly research and
development expenses for the remainder of the fiscal year to be approximately
the same as current quarter spending levels.
Amortization of intangible assets decreased to $166,000 and $498,000 for
the three and nine-month periods ended March 31, 2002, from $359,000 and
$717,000 for the three and nine-month periods ended March 31, 2001. The
amortization of intangible assets resulted from the purchase of the Prostatron
Cooled ThermoTherapy product line from EDAP in October 2000. In July 2001, FASB
issued Statement 141, "Business Combinations," and Statement 142, "Goodwill and
Other Intangible Assets," (collectively, "the statements"). The statements
eliminated the pooling of interest method of accounting for business
combinations and the systematic amortization of goodwill. We adopted the
statements on July 1, 2001 and accordingly we ceased amortizing approximately
$11.3 million of acquired goodwill and trademarks.
Net interest income decreased to $50,000 and $170,000 for the three and
nine-month periods ended March 31, 2002 from $139,000 and $671,000 during the
same period of the prior fiscal year. The decrease is primarily attributable to
lower interest income due to lower cash and investment balances as well as
higher interest expenses resulting from the debt assumed in the Prostatron
product line acquisition from EDAP.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2002, we had total cash, cash equivalents and
available-for-sale securities of $12.6 million and working capital of $14.5
million compared to cash, cash equivalents and available-for-sale securities of
$14.9 million and working capital of $14.9 million at June 30, 2001.
During the nine months ended March 31, 2002, we used $2.2 million in
operating activities, primarily as a result of our net loss of $1.3 million, an
increase in accounts receivable of $1.4 million, and an increase in inventories
of $1.1 million which were partially offset by depreciation and amortization of
$1.2 million and an increase in accounts payables and accrued liabilities of
$345,000. We generated $2.4 million in investing activities, which resulted from
the net sale of $3.2 million of available-for-sale securities that was partially
offset by net purchases of property and equipment totaling $750,000. We
generated $592,000 through financing activities that consisted of $898,000 from
the exercise of stock options offset by $306,000 of payments on capital lease
obligations.
We will continue to use our working capital as we incur expenses related to
marketing and research and development activities. In addition, we plan to
continue offering customers a per procedure rental program. Depending on the
growth of this program, we may use substantial capital to finance the units
rented by customers.
Our future capital requirements will depend on a number of factors,
including market acceptance of our Cooled ThermoTherapy Systems, the timing and
extent of resources we invest in our sales and marketing efforts, the timing and
extent of resources required to develop and support new and existing products
and acquisition activity.
We believe that our current cash balances, together with the revenue to be
derived from anticipated sales of our products, will be sufficient to fund our
operations for at least the next 12 months. If we elect to accelerate sales and
marketing investment or research and development projects or pursue
acquisitions, we may require additional outside financing sooner than
anticipated. Additional equity or debt financing may not be available on
acceptable terms, or at all. If we are unable to obtain additional capital, we
may be required to reduce our selling and marketing activities, reduce the scope
of or eliminate our research and development programs, or relinquish rights to
technologies or products that we might otherwise seek to develop or
commercialize. In the event that we do raise additional equity financing, our
stockholders will be further diluted.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
Our financial instruments include cash and cash equivalents. The fair value
of our financial investment portfolio at March 31, 2002 approximated carrying
value. Increases and decreases in prevailing interest rates generally translate
into decreases and increases in the fair value of these instruments. Also, fair
values of interest rate sensitive instruments may be affected by the credit
worthiness of the issuer, prepayment options, relative values of alternative
instruments, the liquidity of the instrument and other general market
conditions.
Market risk was estimated as the potential decrease in fair value resulting
from a hypothetical 10% increase in interest rates for the issues contained in
the investment portfolio and was not materially different from the year-end
carrying value.
Our policy is not to enter into derivative financial instruments. We do not
have any significant foreign currency exposure since we do not generally
transact business in foreign currencies. Therefore, we do not have significant
overall currency exposure. In addition, we do not enter into any futures or
forward contracts and therefore we do not have significant market risk exposure
with respect to commodity prices.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 2002, we filed a patent infringement action against ProstaLund AB,
ProstaLund Operations AB, and ACMI Corporation in the United States Court for
the Eastern District of Wisconsin. We are seeking an injunction prohibiting the
manufacture, use, sale, or offer for sale of the "ProstaLund Feedback Treatment"
and an unspecified amount of damages. Our action alleges that ProstaLund's
medical device and method for which it has sought pre-market approval from the
FDA called the "ProstaLund Feedback Treatment" infringes our United States
Patent No. 5,234,004. It is also alleged in the complaint that ProstaLund has an
agreement with ACMI Corporation to distribute ProstaLund's microwave device in
the United States. The defendants have counterclaimed seeking a declaration of
the court that they do not infringe our patent and that such patent is invalid.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the period ended March 31, 2002
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.
Date May 13, 2002
Urologix, Inc.
- --------------
(Registrant)
/s/ Michael M. Selzer, Jr.
- --------------------------------------------
Michael M. Selzer, Jr.
President and Chief Executive Officer
(Duly Authorized Officer)
/s/ Christopher R. Geyen
- --------------------------------------------
Christopher R. Geyen
Vice President and Chief Financial Officer
(Principal Financial Officer)