ATRIX LABORATORIES INC
10-Q, 1998-07-29
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1

================================================================================
                                                             SUBMITTED VIA EDGAR

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                  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 0-18231

                            ATRIX LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                        84-1043826
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


          2579 MIDPOINT DRIVE FORT COLLINS, COLORADO        80525
           (Address of principal executive office)        (Zip Code)


       Registrant's telephone number, including area code: (970) 482-5868

 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
                                               ---     ---

     The number of shares outstanding of the registrant's common stock as of
                         July 15, 1998 was 11,310,544.



                                       1
<PAGE>   2



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            ATRIX LABORATORIES, INC.
                                 BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                            June 30,        December 31,
                                                                                              1998              1997
                                                                                          ------------      ------------
                                     ASSETS                                                (UNAUDITED)
<S>                                                                                       <C>               <C>         
CURRENT ASSETS:

     Cash and cash equivalents                                                            $ 12,486,968      $ 15,185,841
     Marketable securities, at fair market value                                            52,691,340        50,233,553
     Accounts receivable, net of allowance for doubtful accounts of
           $11,360 and $111,479                                                                781,995         1,553,427
     Interest receivable                                                                       665,955           340,346
     Inventories                                                                             2,059,620         1,309,519
     Prepaid expenses and deposits                                                             794,515           196,574
                                                                                          ------------      ------------
         Total current assets                                                               69,480,393        68,819,260
                                                                                          ------------      ------------

PROPERTY, PLANT AND EQUIPMENT:
     Property, plant and equipment                                                           9,022,105         8,332,671
     Leasehold improvements                                                                    605,107           605,107
                                                                                          ------------      ------------
         Total                                                                               9,627,212         8,937,778
     Accumulated depreciation and amortization                                              (2,839,030)       (2,381,908)
                                                                                          ------------      ------------
         Property, plant and equipment, net                                                  6,788,182         6,555,870
                                                                                          ------------      ------------
OTHER ASSETS -
     Intangible assets, net of accumulated amortization of  $124,114 and $96,355             1,080,419         1,024,953
     Deferred finance costs, net of accumulated amortization of
           $162,531 and $22,814                                                              1,810,429         1,893,576
                                                                                          ------------      ------------
         Total other assets                                                                  2,890,848         2,918,529
                                                                                          ------------      ------------
TOTAL ASSETS                                                                              $ 79,159,423      $ 78,293,659
                                                                                          ============      ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable - trade                                                             $    928,844      $  1,052,362
       Interest payable                                                                        273,287           287,671
     Accrued salaries and payroll taxes                                                        221,333           155,200
     Other accrued liabilities                                                                  37,406            95,508
     Deferred revenue                                                                            6,668                --
                                                                                          ------------      ------------
        Total current liabilities                                                            1,467,538         1,590,741
                                                                                          ------------      ------------
CONVERTIBLE SUBORDINATED NOTES PAYABLE                                                      50,000,000        50,000,000
                                                                                          ------------      ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
     Preferred stock, $.001 par value; 5,000,000 shares authorized, none Issued
          or outstanding                                                                            --                --
     Common stock, $.001 par value; 25,000,000 shares authorized; 11,310,544 and
          11,177,261 shares issued and outstanding                                              11,311            11,177
     Additional paid-in capital                                                             73,372,766        73,224,442
     Unrealized holding loss on marketable securities                                         (124,886)         (177,867)
     Accumulated deficit                                                                   (45,567,306)      (46,354,834)
                                                                                          ------------      ------------
        Total shareholders' equity                                                          27,691,885        26,702,918
                                                                                          ------------      ------------
TOTAL                                                                                     $ 79,159,423      $ 78,293,659
                                                                                          ============      ============
</TABLE>

                       See notes to financial statements


                                       2
<PAGE>   3




                            ATRIX LABORATORIES, INC.
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     1998            1997
                                                                 -----------     ------------
<S>                                                              <C>             <C>         
REVENUE:

   Sales                                                         $   847,621     $    543,929
   Contract revenue                                                  120,249          237,056
   Sale of marketing rights                                        7,000,000               --
   Interest income                                                   928,572          356,206
   Other income, net                                                   6,945            4,383
                                                                 -----------     ------------
         Total revenue                                             8,903,387        1,141,574
                                                                 -----------     ------------

EXPENSES:

    Cost of goods sold                                               445,807          435,551
    Research and development
        o ATRIDOX(TM)product                                       1,076,527        1,447,230
        o Other                                                    1,962,852        1,719,228
    Administrative and marketing                                   1,647,819          527,213
                                                                 -----------     ------------
         Total expenses                                            5,133,005        4,129,222
                                                                 -----------     ------------
NET INCOME (LOSS)                                                $ 3,770,382     $ (2,987,648)
                                                                 ===========     ============
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE                 $       .33     $      (0.27)
                                                                 ===========     ============
BASIC AND DILUTED
WEIGHTED AVERAGE SHARES OUTSTANDING                               11,310,368       11,115,152
                                                                 ===========     ============

</TABLE>







                        See Notes to Financial Statements



                                       3
<PAGE>   4


                            ATRIX LABORATORIES, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                1998             1997      
                                                             -----------     -----------   
<S>                                                          <C>             <C>           
REVENUE:                                                                                   

   Sales                                                     $ 1,709,341     $   753,668   
   Contract revenue                                              191,865         388,540   
   Sale of marketing rights                                    7,000,000       7,000,000   
   Interest income                                             1,907,538         793,716   
   Other income                                                   59,682          13,351   
                                                             -----------     -----------   
         Total revenue                                        10,868,426       8,949,275   
                                                             -----------     -----------   
                                                                                           
EXPENSES:                                                                                  
                                                                                           
    Cost of goods sold                                         1,112,937         574,540   
    Research and development                                                               
        o ATRIDOX(TM)product                                   2,105,299       2,910,189   
        o Other                                                3,751,187       3,034,530   
    Administrative and marketing                               3,111,475       1,081,720   
                                                             -----------     -----------   
         Total expenses                                       10,080,898       7,600,979   
                                                             -----------     -----------   
NET INCOME                                                   $   787,528     $ 1,348,296   
                                                             ===========     ===========   
BASIC AND DILUTED INCOME PER COMMON SHARE                    $       .07     $      0.12   
                                                             ===========     ===========   
BASIC AND DILUTED                                                                          
WEIGHTED AVERAGE SHARES OUTSTANDING                           11,299,707      11,114,512   
                                                             ===========     ===========   
                                                            
</TABLE>









                        See Notes to Financial Statements


                                       4
<PAGE>   5


                            ATRIX LABORATORIES, INC.
                  STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Additional      Unrealized                         Total
                                        Common Stock           Paid-In         Holding       Accumulated      Shareholder's
                                     Shares       Amount       Capital          Loss           Deficit           Equity
                                   ----------     -------     -----------     ---------      ------------     -------------
<S>                                <C>            <C>         <C>             <C>            <C>               <C>        
Balance, December 31, 1997         11,177,261     $11,177     $73,224,442     $(177,867)     $(46,354,834)     $26,702,918
Exercise of stock options             133,283         134         148,324            --                --          148,458
Unrealized holding gain                    --          --              --        52,981                --           52,981
Net income                                 --          --              --            --           787,528          787,528
                                   ----------     -------     -----------     ---------      ------------       ----------
Balance, June 30, 1998             11,310,544     $11,311     $73,372,766     $(124,886)     $(45,567,306)      27,691,885
                                   ==========     =======     ===========     =========      ============      ===========
</TABLE>








                        See Notes to Financial Statements


                                       5
<PAGE>   6




                            ATRIX LABORATORIES, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                               1998              1997
                                                                           ------------      ------------
<S>                                                                        <C>               <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                               $    787,528      $  1,348,296
  Adjustments to reconcile net income to net cash provided by
      Operating activities:
        Depreciation                                                            479,180           353,258
        Amortization of intangible assets                                        27,760             8,265
        Amortization of bond premiums                                            47,660                --
        Amortization of deferred financing costs                                 83,147                --
        Gain on sale of marketable securities                                   (23,438)               --
        Loss on sale of property, plant and equipment                             8,959              (201)
        Write-off of obsolete patents                                            18,611                -- 
  Net changes in current assets and liabilities:
        Restricted cash equivalents                                                  --         7,000,000
        Accounts receivable                                                     771,432          (300,588)
        Interest receivable                                                    (325,609)            6,998
        Inventories                                                            (750,101)         (177,873)
        Prepaid expenses and deposits                                          (597,941)         (492,518)
        Accounts payable -trade                                                (123,518)          360,880
        Interest payable                                                        (14,384)               --
        Accrued salaries and payroll taxes                                       66,133             6,745
        Other accrued liabilities                                               (58,102)          (54,017)
        Deferred revenue                                                          6,668        (6,927,192)
                                                                           ------------      ------------
                   Net cash provided by operating activities                    403,985         1,132,053
                                                                           ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Acquisition of property, plant and equipment                           (723,164)       (1,017,086)
        Acquisition of leasehold improvements                                        --           (23,309)
        Investments in intangible assets                                       (149,497)          (80,738)
        Proceeds from sale of equipment                                           2,713               201
        Proceeds from sale of marketable securities                          10,023,438           991,127
        Proceeds from maturity of marketable securities                      23,618,987                --
        Investment in marketable securities                                 (36,023,793)       (3,131,962)
                                                                           ------------      ------------
                   Net cash used in investing activities                     (3,251,316)       (3,261,767)
                                                                           ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES -
        Net cash provided by the issuance of common stock                       148,458            50,396
                                                                           ------------      ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (2,698,873)       (2,079,318)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               15,185,841        18,368,472
                                                                           ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $ 12,486,968      $ 16,289,154
                                                                           ============      ============
</TABLE>



                        See Notes to Financial Statements


                                       6
<PAGE>   7

                            ATRIX LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997

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, 1997, filed with the Securities and
Exchange Commission in the Company's Annual Report Form on 10-K.


NOTE 2.  INVENTORIES

         Inventories are stated at the lower of cost, determined by the
first-in, first-out (FIFO) method, or market. The components of inventories at
June 30, 1998 and December 31, 1997 are as follows:


<TABLE>
<CAPTION>
                                           June 30, 1998   December 31, 1997
                                           -------------   -----------------
<S>                                          <C>              <C>        
          Raw Materials                      $1,134,993       $  563,503 
          Work in Process                       731,601          500,198 
          Finished Goods                        193,026          245,818 
                                             ----------       ---------- 
                                             $2,059,620       $1,309,519 
                                             ==========       ========== 
</TABLE>


NOTE 3.  MILESTONE PAYMENT

         Pursuant to its agreement with Block Drug Company ("Block"), the
Company received a $7,000,000 milestone payment on April 17, 1998. The milestone
payment was paid as a result of the receipt of an Approvable Letter for the
ATRIDOX(TM) drug product received on April 8, 1998 from the U.S. Food and Drug
Administration ("FDA").


NOTE 4.  COMPREHENSIVE INCOME

         Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." Accordingly,
components of other comprehensive income (loss) are as follows:

<TABLE>
<CAPTION>
                                                  Balance January 1           Current Period Change          Balance June 30
                                                  -----------------           ---------------------          ---------------
                                                 1998           1997           1998          1997           1998          1997
                                              ---------     -----------     ----------    ----------     ----------     --------- 
<S>                                           <C>           <C>             <C>           <C>            <C>            <C>       
     Unrealized gain (loss) on securities     $(177,867)    $  (152,641)    $   52,981    $  (40,492)    $ (124,886)    $(193,133)

     Net income                                                                787,528     1,348,296
                                              ---------     -----------     ----------    ----------     ----------     --------- 
     Comprehensive income                                                   $  840,509    $1,307,804
                                              =========     ===========     ==========    ==========     ==========     ========= 
</TABLE>



NOTE 5.  INCOME (LOSS) PER COMMON SHARE


         Basic income (loss) per common share excludes dilution and is computed
by dividing net income (loss) by the weighted average number of common shares
outstanding during the periods presented. Diluted income (loss) per common share
reflects the potential dilution of securities that could share in the earnings.
For the periods presented the effect of dilutive stock options is not
significant and the effect of the assumed conversion of convertible subordinated
notes would be antidilutive. Therefore, diluted income (loss) per share is not
materially different from basic income (loss) per common share.




                                       7
<PAGE>   8


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

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains statements that constitute "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.
These statements include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things: (i) whether the Company will receive, and the timing of,
regulatory approvals or clearances to market the ATRIDOX(TM) product and any
other potential products, (ii) the results of current and future clinical
trials, and (iii) the time and expenses associated with the regulatory approval
process for products. The success of the Company's business operations is in
turn dependent on factors such as the receipt and timing of regulatory approvals
or clearances for potential products, the effectiveness of the Company's
marketing strategies to market its current and any future products, the
Company's ability to manufacture products on a commercial scale, the appeal of
the Company`s mix of products, the Company's success at entering into and
collaborating with others to conduct effective strategic alliances and joint
ventures, general competitive conditions within the biotechnology and drug
delivery industry and general economic conditions. Forward-looking statements
are not guarantees of future performance and involve risks and uncertainties and
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors.

RESULTS OF OPERATIONS

         THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO
         THREE MONTHS ENDED JUNE 30, 1997

         Total revenues for the three months ended June 30, 1998 were
approximately $8,903,000 compared to approximately $1,142,000 for the three
months ended June 30, 1997. The increase was primarily due to the receipt of a
$7,000,000 milestone payment from Block Drug Company ("Block") during the
quarter. Additionally, interest income earned increased significantly due to the
increase in principal investments related to the proceeds from issuance of 7%
Convertible Subordinated Notes due 2004 (the "Convertible Notes").

         The Company had sales of approximately $848,000 during the three months
ended June 30, 1998 compared to approximately $544,000 for the three months
ended June 30, 1997. The 56% increase in sales was primarily the result of the
addition of sales for the Heska Periodontal Product launched in the fourth
quarter of 1997.

         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 June 30, 1998 compared to approximately
$237,000 for the three months ended June 30, 1997, representing a 49% decrease.
The decrease was primarily due to the completion of several grants during 1997.

         Interest income for the three months ended June 30, 1998 was
approximately $929,000 compared to approximately $356,000 for the three months
ended June 30, 1997, representing a 161% increase. Interest income increased due
to additions in principal investments as a result of the proceeds from the
$50,000,000 convertible subordinated note offering completed in the fourth
quarter 1997. In addition, a $7,000,000 milestone payment was received under the
Block Agreement. 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.

         Research and development expenses - ATRIDOX(TM) product for the three
months ended June 30, 1998 were approximately $1,077,000 compared to
approximately $1,447,000 for the three months ended June 30, 1997, representing
a 26% decrease. The decrease was the result of completion of clinical studies
related to the ATRIDOX(TM) product in the prior year.

         Other research and development expenses for the three months ended June
30, 1998 were approximately $1,963,000 compared to approximately $1,719,000 for
the three months ended June 30, 1997, representing a 14% increase. The increase
was primarily as a result of increased expenses associated with new research
project opportunities.



                                       8
<PAGE>   9

         Administrative and marketing expenses increased to approximately
$1,648,000 for the three months ended June 30, 1998 from approximately $527,000
for the three months ended June 30, 1997, representing a 213% increase. The
primary reason for this increase was interest expense of $921,000 for the three
months ended June 30, 1998, compared to $ -0- interest expense for the three
months ended June 30, 1997, incurred as a result of the Convertible Notes.

The Company recorded net income of approximately $3,770,000 for the three months
ended June 30, 1998 compared to a net loss of approximately $2,988,000 for the
three months ended June 30, 1997, representing a 226% increase. The increase was
primarily due to the receipt of a $7,000,000 milestone payment by Block during
the quarter and increased interest income.


         SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO
         SIX MONTHS ENDED JUNE 30,1997


Total revenues for the six months ended June 30, 1998 were approximately
$10,868,000 compared to approximately $8,949,000 for the six months ended June
30, 1997, representing a 21% increase. The increase was primarily due to
increased interest income as a result of an increase in principal investments
related to the proceeds from the Convertible Notes.

         The Company had sales of approximately $1,709,000 during the six months
ended June 30, 1998 compared to approximately $754,000 for the six months ended
June 30, 1997, representing a 127% increase. The increase in sales was primarily
the result of the addition of sales for the Heska Periodontal Product launched
in the fourth quarter of 1997.

         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
$192,000 for the six months ended June 30, 1998 compared to approximately
$389,000 for the six months ended June 30, 1997, representing a 51% decrease.
The decrease was primarily due to the completion of several grants during 1997.

         Interest income for the six months ended June 30, 1998 was
approximately $1,908,000 compared to approximately $794,000 for the six months
ended June 30, 1997, representing a 140% increase. Interest income increased due
to additions in principal investments as a result of the proceeds from a
$50,000,000 convertible subordinated note offering completed in the fourth
quarter 1997 and the $7,000,000 payment received under the Block Agreement. 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.

         Cost of goods sold recorded for the six months ended June 30, 1998 was
approximately $1,113,000 compared to approximately $575,000 for the period ended
June 30, 1997, representing an increase of 94%. The increase is primarily
related to sales for the Heska Periodontal Product.

         Research and development expenses - ATRIDOX(TM) product for the six
months ended June 30, 1998 were approximately $2,105,000 compared to
approximately $2,910,000 for the six months ended June 30, 1997, representing a
28% decrease. This decrease is primarily the result of a shift in research
efforts to new projects as a result of the issuance of an Approvable Letter from
the FDA for ATRIDOX(TM).

         Other research and development expenses were approximately $3,751,000
for the six months ended June 30, 1998 compared to approximately $3,035,000 for
the six months ended June 30, 1997, representing a 24% increase. The increase
was primarily as a result of increased expenses associated with new research
project opportunities.


                                       9
<PAGE>   10

         Administrative and marketing expenses increased to approximately
$3,111,000 for the six months ended June 30, 1998 from approximately $1,082,000
for the six months ended June 30, 1997, representing a 188% increase. The
primary reason for this increase was interest expense of $1,788,000 for the six
months ended June 30, 1998 compared to interest expense of $ -0- for the six
months ended June 30, 1997 incurred as a result of the Convertible Notes.

         For the reasons described above, the Company recorded net income of
approximately $788,000 for the six months ended June 30, 1998 compared to a net
income of approximately $1,348,000 for the six months ended June 30, 1997,
representing a 42% decrease.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1998, the Company had cash and cash equivalents of
approximately $12,487,000, marketable securities of approximately $52,691,000
and other current assets of approximately $4,302,000 for total current assets of
approximately $69,480,000. Current liabilities totaled approximately $1,468,000,
which resulted in working capital of approximately $68,012,000.

         In August 1997, the Company established a $1,000,000 line of credit
with a bank. Borrowings under the line bear interest at the prime rate. As of
June 30, 1998, there were no borrowings outstanding under this agreement.

         During the six months ended June 30, 1998, net cash provided by
operating activities was approximately $461,000. This was primarily a result of
the net income for the period of approximately $788,000, adjusted for certain
non-cash expenses, and changes in other operating assets and liabilities as set
forth in the statements of cash flows.

         Net cash used in investing activities was approximately $3,251,000
during the six months ended June 30, 1998, primarily as a result of the net
investment in marketable securities during the period and the acquisition of
property, plant and equipment.

         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 $723,000 for property, plant and equipment
and leasehold improvements, and approximately $149,000 for patent development in
the six month period ending June 30, 1998. The Company expects its capital
expenditures to approximate $1,800,000 for the year ended December 31, 1998,
which will be used primarily to complete the automation of its manufacturing
facility and to upgrade laboratory equipment.

         On April 8, 1998, the Company received an Approvable Letter from the
FDA for the ATRIDOX(TM) drug product. The Approvable Letter also resulted in the
Company's receipt of a $7,000,000 milestone payment pursuant to the Company's
agreement with Block which was received on April 17, 1998.



                                       10
<PAGE>   11

                           PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         An annual meeting of the Shareholders of the Company was held on April
26, 1998, in Fort Collins, Colorado, for the purpose of re-electing William C.
O'Neill, Jr. and 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:

<TABLE>
<CAPTION>
                                       Shares           Shares       Shares
                                        Voted           Voted        Voted        Broker
                                         For           Against      Abstained    Non-Votes
                                      ----------       -------      ---------    ---------
<S>                                   <C>               <C>        <C>          <C>
William C. O'Neill, Jr.               10,793,974        56,679          0            0
David R. Bethune                      10,793,958        56,695          0            0
</TABLE>

         The other directors whose term continues after the meeting are Dr. G.
Lee Southard, C. Rodney O'Connor, H. Stuart Campbell, John E. Urheim, Dr. D.
Walter Cohen, Dr. Jere E. Goyan and Dr. R. Bruce Merrifield.

         The following votes were cast by the 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,
1998:

<TABLE>
<CAPTION>
                                       Shares           Shares       Shares
                                        Voted           Voted        Voted        Broker
                                         For           Against      Abstained    Non-Votes
                                      ----------       -------      ---------    ---------
<S>                                   <C>               <C>        <C>          <C>

                                      10,756,627        34,456        59,570          0

</TABLE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  27.      Financial Data Schedule.

         (b)      Reports on Form 8-K

                  An amendment to the Current Report on Form 8-K dated December
                  17, 1996, was filed with the Securities and Exchange
                  Commission on May 20, 1998 under Item 7, to update the
                  agreement between the registrant and Block Drug Corporation
                  dated December 16, 1996 based on the resolution of
                  registrant's request for confidential treatment. No other
                  reports on form 8-K were filed during the period ended June
                  30, 1998.



                                       11
<PAGE>   12

                                   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)


      July 29, 1998                By:  /s/ John E. Urheim
                                        ---------------------------------------
                                        John E. Urheim
                                        Vice Chairman of the Board of Directors
                                        and Chief Executive Officer




      July 29, 1998                 By:  /s/ Brian G. Richmond
                                         ---------------------------------------
                                        Brian G. Richmond
                                        Vice President--Finance, Assistant 
                                        Secretary, and Assistant Treasurer



                                       12
<PAGE>   13


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

      EXHIBIT
      NUMBER                  DESCRIPTION
      -------                 -----------
<S>                      <C>   
       27                Financial Data Schedule.

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<EXCHANGE-RATE>                                      1
<CASH>                                      12,486,968
<SECURITIES>                                52,691,340
<RECEIVABLES>                                  793,355
<ALLOWANCES>                                    11,360
<INVENTORY>                                  2,059,620
<CURRENT-ASSETS>                            69,480,393
<PP&E>                                       9,627,212
<DEPRECIATION>                               2,839,030
<TOTAL-ASSETS>                              79,159,423
<CURRENT-LIABILITIES>                        1,467,538
<BONDS>                                     50,000,000
                                0
                                          0
<COMMON>                                        11,311
<OTHER-SE>                                  27,680,574
<TOTAL-LIABILITY-AND-EQUITY>                79,159,423
<SALES>                                      1,709,341
<TOTAL-REVENUES>                            10,868,426
<CGS>                                        1,112,937
<TOTAL-COSTS>                               10,080,899
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                11,360
<INTEREST-EXPENSE>                           1,787,528
<INCOME-PRETAX>                                787,527
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            787,527
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   787,527
<EPS-PRIMARY>                                      .07
<EPS-DILUTED>                                      .07
        

</TABLE>


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