<PAGE> 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 Number
MARCH 31, 1997 0-20963
- -------------- -------
UROQUEST MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 59-3176454
(state or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
265 EAST 100 SOUTH, SUITE 220, SALT LAKE CITY, UT 84111
(Address of principal executive offices) (Zip Code)
(801) 322-1554
(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__
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the last practicable date.
<TABLE>
<CAPTION>
Class Outstanding at April 25, 1997
- ------------------------------------------ -------------------------------------
<S> <C> <C>
Common Stock, $.001 par value 11,844,602
</TABLE>
<PAGE> 2
INDEX
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Statements of Operations for the Three
Months Ended March 31, 1997 (unaudited) and March 31, 1996
(unaudited)
Consolidated Balance Sheets as of March 31, 1997 (unaudited)
and December 31, 1996
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1997 (unaudited) and March 31, 1996 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Item 2 - Changes in Securities
Item 3 - Default upon Senior Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other information
Item 6 - Exhibit and Report on Form 8-K
Signature Page
<PAGE> 3
UROQUEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------
1997 1996
------------ -----------
<S> <C> <C>
Net sales ................................. $ 3,674,598 --
Cost of sales ............................. 1,866,563 --
------------ -----------
Gross profit ............................ 1,808,035 --
------------ -----------
Operating expenses:
Research and development ................ 583,319 277,822
General and administrative .............. 780,130 120,838
Sales and marketing ..................... 379,514 47,572
Amortization of goodwill ................ 171,281 --
------------ -----------
Total operating expenses .............. 1,914,244 446,232
------------ -----------
Operating loss ............................ (106,209) (446,232)
Other income (expense):
Interest expense ........................ (51,017) (11,700)
Interest income ......................... 141,406 11,139
Other, net .............................. -- --
------------ -----------
90,389 (561)
Provision for income taxes ................ 47,000 --
------------ -----------
Net loss ............................. $ (62,820) $ (446,793)
============ ===========
Net loss per common share (note 2) ........ $ (0.01) $ (0.10)
============ ===========
Weighted average number of common
shares outstanding ....................... 11,844,602 4,511,643
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
UROQUEST MEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
------------ ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash ...................................................... $ 12,711,596 $ 12,694,047
Accounts receivable, net of allowance for doubtful accounts
of $60,000 .............................................. 2,173,118 2,161,849
Inventories (note 3) ...................................... 2,754,697 2,622,812
Prepaid expenses and other current assets ................. 236,318 226,040
Income tax receivable ..................................... 14,808 145,808
Deferred income taxes ..................................... 129,000 124,000
------------ ------------
Total current assets .................................... 18,019,537 17,974,556
------------ ------------
Property, plant and equipment, net .......................... 4,558,737 4,542,950
Intangibles, at cost, less accumulated amortization of
$685,291 in 1997 and $476,883 in 1996 .................... 12,313,603 12,522,011
------------ ------------
Total assets ............................................ $ 34,891,877 $ 35,039,517
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable under line of credit ........................ $ -- $ 150,000
Current portion of long-term debt ......................... 452,350 442,364
Accounts payable .......................................... 1,006,298 721,984
Accrued compensation ...................................... 70,231 146,460
Accrued selling and distribution expenses ................. 137,500 137,500
Other accrued expenses .................................... 320,228 384,958
------------ ------------
Total current liabilities ............................... 1,986,607 1,983,266
------------ ------------
Long-term liabilities:
Deferred income taxes ..................................... 803,500 782,500
Long-term debt ............................................ 1,669,915 1,787,437
------------ ------------
Total long-term liabilities ............................. 2,473,415 2,569,937
------------ ------------
Stockholders' equity:
Voting common stock, $.001 par value; 31,000,000
shares authorized; 11,844,602 shares issued and
outstanding as of March 31, 1997 and December 31, 1996 .. 11,845 11,845
Additional paid-in capital ................................ 36,203,903 36,203,483
Deferred compensation ..................................... (54,765) (62,706)
Accumulated deficit ....................................... (5,729,128) (5,666,308)
------------ ------------
Total stockholders' equity .............................. 30,431,855 30,486,314
------------ ------------
Total liabilities and stockholders' equity .................. $ 34,891,877 $ 35,039,517
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
UROQUEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss .......................................................... $ (62,820) $ (446,793)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization ..................................... 361,565 74,620
Changes in operating assets and liabilities:
Accounts Receivable ........................................... (11,269) --
Inventories ................................................... (131,885) (2,072)
Prepaid expenses and other current assets ..................... (10,278) 2,200
Accounts payable .............................................. 284,312 111
Accrued expenses .............................................. (140,959) 10,110
Deferred income taxes ......................................... 16,000 --
Income taxes .................................................. 131,000 --
------------ -----------
Net cash provided from (used in ) operating activities 435,666 (361,824)
Cash flows from investing activities:
Purchases of property and equipment ............................ (160,581) (34,496)
Cash flows from financing activities:
Proceeds from issuance of Stock ................................ -- 35,954
Repayment of Notes ............................................. (257,536) --
------------ -----------
Net cash provided from (used in) financing activities (257,536) 35,954
------------ -----------
Net increase (decrease) in cash ..................................... 17,549 (360,366)
Cash at beginning of period ......................................... 12,694,047 1,113,594
------------ -----------
Cash at end of period ............................................... $ 12,711,596 $ 753,228
============ ===========
Supplemental disclosures of cash flow information:
Cash paid for interest ........................................ $ 51,017 $ 11,700
Cash paid for income taxes .................................... -- --
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
UROQUEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the assets and
liabilities of UroQuest's wholly owned subsidiaries. All significant
intercompany transactions have been eliminated in consolidation.
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the Company's consolidated financial
position as of March 31, 1997, and the results of operations and cash flows for
the three months ending March 31, 1997 and 1996. The results of operations for
any interim period are not necessarily indicative of results to be expected for
the full fiscal year.
The accompanying consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and the notes
thereto included in the Company's Form 10-K (File. No. 0-20963) filed with the
Securities and Exchange Commission.
NOTE 2 - NET LOSS PER SHARE
1996 net loss per share amounts are based on the weighted average
number of common shares and common share equivalents (if dilutive) resulting
from options and warrants outstanding during the periods, after giving
retroactive effect to the 1996 common stock reverse stock split and the
conversion of preferred shares into common shares at their respective issuance
dates.
NOTE 3 - INVENTORIES
Inventories at March 31, 1997 and December 31, 1996 consist of the
following:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Finished goods ........... $ 777,737 $ 748,268
Work-in-process .......... 1,075,569 1,100,104
Raw materials and supplies 901,391 774,440
---------- ----------
$2,754,697 $2,622,812
========== ==========
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. All statements, other than statements of historical fact,
included in this report, including, without limitation, statements under this
item Two regarding the Company's financial position, business strategy and
plans and objectives of management of the Company for future operations, are
forward-looking statements that involve various risks and uncertainties. All
forward-looking statements are made as of the date of this report, and the
Company assumes no obligation to update any forward-looking statement. There
can be no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results to differ
materially from the Company's expectations are disclosed under "Risk Factors"
in the Company's Annual Report on Form 10-K and Registration Statement on Form
S-1 (Reg. No. 333-07277) filed with the Securities and Exchange Commission and
elsewhere in this report. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by this section.
ACQUISITION OF BMT
On October 30, 1996, the Company acquired BMT, pursuant to which BMT
became a wholly owned subsidiary of the Company. BMT develops, manufactures
and markets a line of proprietary silicone medical device products as well as
provides engineering design, development and manufacturing services for
silicone products on an OEM basis for other medical device companies. BMT is
one of a limited number of specialty manufacturers of silicone catheters in the
United States.
During the quarter ended March 31, 1997 the ongoing operations of BMT
provided revenues and cash flow and these operations are expected to provide
revenues and cash flow while the Company completes its clinical testing and
prepares to market the On-Command Catheter. There can be no assurance,
however, that such revenues and cash flow or BMT's current profitability and
growth rate will continue in the future or that the expected benefits of the
acquisition will be realized. The acquisition of BMT constitutes the Company's
first acquisition of another business. BMT's operations are significantly
different in many respects from the Company's current operations, and the
acquisition may result in a number of unforeseen difficulties and problems that
could have a material adverse effect on the Company's business, financial
condition and results of operations.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1997 COMPARED TO QUARTER ENDED MARCH 31, 1996:
Net sales and cost of sales. Sales of $3,674,598 for the quarter ended
March 31, 1997 related to BMT sales of proprietary airway management products
and other medical devices products to OEM customers. Cost of sales of
$1,866,563 related to the BMT sales. The Company had no sales for the quarter
ended March 31, 1996.
Research and development. Research and development expenses include
product development, clinical testing and regulatory expenses. For the quarter
ended March 31, 1997 research and development expenses increased to $583,319
from $277,822 for the quarter ended March 31, 1996. Included in the 1997
expenses were research and development expenses related to BMT totaling
$319,123. The overall
<PAGE> 8
increase was attributable primarily to increased research and development
personnel for various products, including the On-Command Catheter. Research
and development expenses are expected to continue to increase for the
foreseeable future.
General and administrative. General and administrative expenses
increased to $780,130 for the quarter ended March 31, 1997 from $120,838 for
the quarter ended March 31, 1996. Included in 1997 the expenses were general
and administrative expenses related to BMT totaling $537,572. In addition,
public company expenses were incurred in 1997 which were not incurred in 1996.
General and administrative expenses are expected to increase as the Company
hires additional personnel to support anticipated expansion of the Company's
business.
Sales and marketing. Sales and marketing expenses increased to
$379,514 for the quarter ended March 31, 1997 from $47,572 for the quarter
ended March 31, 1996. This increase was primarily attributable to the inclusion
of sales and marketing expenses related to BMT totaling $365,868.
Amortization of goodwill. Amortization of goodwill of $171,281 for
the quarter ended March 31, 1997 related to the amortization of recognized
goodwill concurrent with the acquisition of BMT in October 1996. The Company
had no goodwill or related amortization for the quarter ended March 31, 1996.
Other income (expense). Other income (expense) increased to net
interest income of $90,389 for the quarter ended March 31, 1997 from a net
interest expense of $561 for the quarter ended March 31, 1996. The increase is
attributable to higher net average cash balances, obtained primarily from the
Company's initial public offering (IPO), for the quarter ended March 31, 1997
in comparison to the quarter ended March 31, 1996.
INCOME TAXES
The Company has not generated any taxable income to date and,
therefore, has not paid any federal income taxes since its inception. The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109. Realization of deferred tax assets is dependent on future
earnings, if any, the timing and amount of which are uncertain. Accordingly,
valuation allowances, in amounts equal to the net deferred tax assets, have
been established in each period to reflect these uncertainties.
At March 31, 1997, the Company had net operating losses, for tax
purposes, of approximately $4,200,000 that can be carried forward to reduce
federal income taxes. However, utilization of net operating losses and any tax
credit carryforwards will be subject to annual limitations due to the ownership
change limitations of the Internal Revenue Code of 1986, as amended, and
similar state provisions.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations primarily through the public
and private sale of equity securities and through bank-provided working capital
financing, short-term borrowings and equipment lease financing. Since
inception, the Company has raised approximately $26.8 million in net proceeds
of equity financing.
During the quarter ended March 31, 1997 net cash flows provided from
operating activities amounted to $435,666. During the quarter ended March 31,
1996 net cash used for operating activities amounted to $361,824. The increase
in net cash flows provided from operating activities in 1997 from 1996 was due
to cash provided by BMT's operations.
The Company's primary internal source of liquidity presently consists
of existing borrowings and cash
<PAGE> 9
generated from BMT's operations. The Company's primary external sources of
liquidity are public and private debt and equity financings and bank-provided
debt financing.
As of March 31, 1997 and December 31, 1996, the Company had cash of
$12,711,596 and $12,694,047, respectively. The increase since December 31, 1996
was due to the net cash generated from operations. As of March 31, 1997, the
Company had no significant noncancelable commitments for capital expenditures
or raw material purchases, although the Company may enter into such commitments
in the future.
The Company's capital requirements depend on numerous factors,
including the extent to which the On-Command Catheter and other products gain
market acceptance, actions relating to regulatory and reimbursement matters,
progress of clinical trials, the effect of competitive products, the cost and
effect of future marketing programs, the resources the Company devotes to
manufacturing and developing its products, the success of proprietary airway
management products and OEM sales, general economic conditions and various
other factors. The timing and amount of such capital requirements cannot
adequately be predicted. Consequently, although the Company believes that the
net proceeds from its IPO, together with existing borrowings and cash
anticipated to be generated from BMT's operations, will provide adequate
funding for its capital requirements in the foreseeable future, there can be no
assurance that the Company will not require additional funding or that such
additional funding, if needed, will be available on terms satisfactory to the
Company, if at all. Any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may involve significant
restrictive covenants. Failure to raise capital when needed could have a
material adverse effect on the Company's business, financial condition and
results of operations.
The Company expects its operating losses to continue for at least the next two
years as it continues to expend substantial resources in funding clinical
trials in support of regulatory and reimbursement approvals, expansion of
marketing and sales activities, and research and development. In addition, the
Company's results of operations may fluctuate significantly during future
quarterly periods. The Company plans to implement an aggressive marketing and
growth strategy, and all management estimates regarding liquidity and capital
requirements are subject to the factors discussed above.
<PAGE> 10
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Not applicable.
Item 2 - Changes in Securities
Not applicable.
Item 3 - Default upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5 - Other information
Not applicable.
Item 6 - Exhibit and Reports on Form 8-K
Exhibit:
EXHIBIT
NUMBER EXHIBIT
27 Financial Data Schedule
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during
this period.
<PAGE> 11
SIGNATURE PAGE
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.
UROQUEST MEDICAL CORPORATION
Date: May 15, 1997 /s/ Eric B. Hale
-------------------------------------
Eric B. Hale
President and Chief Executive Officer
Date: May 15, 1997 /s/ Gregory S. Ayers
-------------------------------------
Gregory S. Ayers
Vice President, Chief Financial
Officer, Secretary and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF UROQUEST MEDICAL CORPORATION,
INCLUDING TE NOTES THERETO, OF MARCH 31, 1997 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 12,711,596
<SECURITIES> 0
<RECEIVABLES> 2,233,118
<ALLOWANCES> 60,000
<INVENTORY> 2,754,697
<CURRENT-ASSETS> 18,019,537
<PP&E> 6,180,051
<DEPRECIATION> 1,621,314
<TOTAL-ASSETS> 34,891,877
<CURRENT-LIABILITIES> 1,986,607
<BONDS> 0
0
0
<COMMON> 11,845
<OTHER-SE> 30,420,010
<TOTAL-LIABILITY-AND-EQUITY> 34,891,877
<SALES> 3,674,598
<TOTAL-REVENUES> 3,674,598
<CGS> 1,866,563
<TOTAL-COSTS> 3,780,807
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 51,017
<INCOME-PRETAX> (15,820)
<INCOME-TAX> 47,000
<INCOME-CONTINUING> (62,820)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (62,820)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
