UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2014
 
Uroplasty, Inc.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of
incorporation or organization)

(001-32632)
 
41-1719250
Commission File No.
 
(I.R.S. Employer Identification No.)
 
 
 
5420 Feltl Road
 
 
Minnetonka, Minnesota
 
55343
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code
(952) 426-6140


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.
Results of Operations and Financial Condition
 
On July 24, 2014, Uroplasty, Inc. published a press release providing information regarding its results of operations and financial condition for the quarter ended June 30, 2014.
 
Item 9.01.
Financial Statements and Exhibits
 
 
Press Release Dated July 24, 2014

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
UROPLASTY, INC.
 
 
 
 
By
/s/ BRETT REYNOLDS
 
 
Brett Reynolds, Senior Vice President and
 
 
Chief Financial Officer
 
 
 
Dated: July 24, 2014
 
 
 





Exhibit 99
 
 
Uroplasty Reports Fiscal First Quarter Results

~ Urgent PC Sales Up 19% in Fiscal First Quarter ~

~Fiscal 2015 Guidance Reaffirmed~
 
MINNEAPOLIS, July 24, 2014 -- Uroplasty, Inc. (NASDAQ: UPI), a medical device company that develops, manufactures and markets innovative proprietary products to treat voiding dysfunctions, today reported financial results for the fiscal 2015 first quarter ended June 30, 2014.

Global revenue for the Company’s Urgent® PC Neuromodulation System grew 19% to $4.1 million, as compared to $3.4 million in the first quarter of the prior year.  Total revenue for the fiscal first quarter of 2015 was $6.4 million, up 9% from the same quarter in the prior year.

“First quarter results met our overall expectations, and we are reaffirming our full-year guidance today for fiscal 2015,” said Rob Kill, President and Chief Executive Officer of Uroplasty.  “Global Urgent PC revenue exceeded our expectations, with stronger than expected growth in our international business.  Macroplastique revenue was down slightly in the quarter, yet we continue to expect that for the full year, revenue from this product line will be similar to the past fiscal year.  Continued improvement in sales force productivity, the expansion of our clinical support team to twelve individuals from the current six and our development of additional distribution channels are expected to drive Urgent PC sales growth as we look forward.  At the same time, we continue to invest in our fecal incontinence clinical development program and are examining strategies to provide our sales organization with additional products that meet the unmet needs of our customer base,” continued Mr. Kill.

The Company generated a gross margin of 87.6% in the recent fiscal first quarter compared with 87.2% in the same quarter a year ago.  Operating expenses for the period totaled $7.8 million compared to $6.7 million in the same quarter last year.  Selling, general and administrative costs increased $0.7 million primarily due to full staffing of the sales team in the current quarter as well as the expense related to the six clinical specialists the Company added throughout the prior fiscal year.  R&D costs increased $0.4 million due to higher clinical study activity as well as certain one-time costs related to management changes in the current quarter.

The operating loss of $2.2 million in the fiscal first quarter compares with a $1.6 million operating loss in the same quarter last year.  Excluding non-cash charges for share-based compensation and depreciation and amortization expense, the non-GAAP operating loss was $1.8 million in the first quarter of fiscal 2015, compared with a $1.5 million non-GAAP operating loss in the year ago period. At June 30, 2014, cash, cash equivalents and cash investments totaled $10.6 million.
1

For the full-year fiscal 2015 the Company continues to expect revenue growth in the range of nine to twelve percent, approximately fifteen percent growth in global Urgent PC sales, and slightly higher gross margins on a year-over-year basis.

Conference Call
Uroplasty will host a conference call and webcast today at 4:30 p.m. Eastern Time (3:30 p.m. Central Time) to discuss these results. Rob Kill, President and Chief Executive Officer, and Brett Reynolds, Chief Financial Officer, will host the call. Individuals wishing to participate in the conference call should dial 888-505-4375. No passcode is necessary.  To access a live webcast of the call, go to Uroplasty’s website at www.uroplasty.com and click on the Investor Relations section.

An audio replay will be available for 30 days following the call at 888-203-1112 with the passcode 7876225.  An archived webcast will also be available at investor.uroplasty.com.

About Uroplasty, Inc.
Uroplasty, Inc., headquartered in Minnetonka, Minnesota, with wholly-owned subsidiaries in The Netherlands and the United Kingdom, is a global medical device company that develops, manufactures and markets innovative proprietary products for the treatment of voiding dysfunctions. Our focus is the continued commercialization of our Urgent® PC Neuromodulation System, which we believe is the only commercially available, FDA-cleared system that delivers percutaneous tibial nerve stimulation (PTNS) for the office-based treatment of overactive bladder (OAB). OAB is a chronic condition that affects approximately 42 million U.S. adults.  The symptoms include urinary urgency, frequency and urge incontinence.  We also offer Macroplastique®, an injectable urethral bulking agent for the treatment of adult female stress urinary incontinence primarily due to intrinsic sphincter deficiency. For more information on the Company and its products, please visit Uroplasty, Inc. at www.uroplasty.com.

Forward-Looking Information
Statements contained in this release that relate to future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations of future events and often can be identified by words such as “continues,” “expects,” “intends,” “should,” “will,” “may,” “believes,” “could,” “hopes,” “objective,” “looking ahead,” “future,” other words of similar meaning or the use of future dates. Uncertainties and risks may cause our actual results to be materially different than those expressed in or implied by our forward-looking statements. Such uncertainties and risks include, among others, that we cannot be certain that we will ever achieve sustained profitability, that the rate of reimbursement for PTNS treatments will be adequate to justify the cost of our product, that other Medicare carriers or private payers will provide coverage for this treatment or that existing carriers and payers will not change their coverage decisions, and that the rate of adoption of our products by new customers will continue.  More detailed information on these and other factors that could affect our actual results are described in our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. We undertake no obligation to update our forward-looking statements.
2

For Further Information:
Uroplasty, Inc.
Brett Reynolds, SVP and CFO
952-426-6152
 
EVC Group
Doug Sherk (Investors)
415-652-9100
Janine McCargo (Media)
646-688-0425

3

UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
 
Three Months Ended
June 30
 
 
 
2014
   
2013
 
 
 
   
 
Net sales
 
$
6,384,629
   
$
5,840,841
 
Cost of goods sold
   
791,311
     
748,047
 
 
               
Gross profit
   
5,593,318
     
5,092,794
 
 
               
Operating expenses
               
General and administrative
   
1,577,368
     
1,580,763
 
Research and development
   
909,444
     
479,660
 
Selling and marketing
   
5,272,621
     
4,627,409
 
Amortization
   
8,326
     
6,648
 
 
   
7,767,759
     
6,694,480
 
 
               
Operating loss
   
(2,174,441
)
   
(1,601,686
)
 
               
Other income (expense)
               
Interest income
   
3,012
     
9,264
 
Foreign currency exchange gain (loss)
   
911
     
(2,695
)
 
   
3,923
     
6,569
 
 
               
Loss before income taxes
   
(2,170,518
)
   
(1,595,117
)
 
               
Income tax expense
   
19,814
     
14,175
 
 
               
Net loss
 
$
(2,190,332
)
 
$
(1,609,292
)
 
               
Basic and diluted net loss per common share
 
$
(0.10
)
 
$
(0.08
)
 
               
Weighted average common shares outstanding:
               
Basic and diluted
   
21,675,524
     
20,784,900
 

4

UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 
 
June 30, 2014
   
March 31, 2014
 
 
 
   
 
Assets
 
   
 
Current assets:
 
   
 
Cash and cash equivalents
 
$
10,221,690
   
$
8,681,609
 
Short-term investments
   
400,000
     
3,451,086
 
Accounts receivable, net
   
2,614,655
     
2,875,275
 
Inventories
   
609,877
     
517,217
 
Other
   
536,830
     
507,299
 
Total current assets
   
14,383,052
     
16,032,486
 
 
               
Property, plant, and equipment, net
   
980,412
     
997,609
 
Intangible assets, net
   
111,654
     
119,980
 
Prepaid pension assets
   
-
     
855
 
Deferred tax assets
   
146,609
     
150,116
 
Total assets
 
$
15,621,727
   
$
17,301,046
 

Liabilities and Shareholders’ Equity
 
   
 
Current liabilities:
 
   
 
Accounts payable
 
$
954,832
   
$
904,879
 
Current portion – deferred rent
   
-
     
2,917
 
Income tax payable
   
24,429
     
21,922
 
Accrued liabilities:
               
Compensation
   
2,094,907
     
1,999,966
 
Other
   
423,428
     
479,373
 
 
               
Total current liabilities
   
3,497,596
     
3,409,057
 
 
               
Deferred rent – less current portion
   
25,832
     
171
 
Accrued pension liability
   
715,807
     
678,118
 
 
               
Total liabilities
   
4,239,235
     
4,087,346
 
 
               
Total shareholders’ equity
   
11,382,492
     
13,213,700
 
 
               
Total liabilities and shareholders’ equity
 
$
15,621,727
   
$
17,301,046
 

5

UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
 
Three Months Ended
June 30
 
 
 
2014
   
2013
 
Cash flows from operating activities:
 
   
 
Net loss
 
$
(2,190,332
)
 
$
(1,609,292
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
   
72,584
     
87,013
 
Loss (gain) on disposal of equipment
   
1,249
     
(5,881
)
Amortization of premium on marketable securities
   
343
     
3,342
 
Share-based compensation expense
   
323,304
     
16,044
 
Deferred income tax expense
   
2,205
     
2,178
 
Deferred rent
   
22,744
     
(9,263
)
Changes in operating assets and liabilities:
               
Accounts receivable, net
   
263,078
     
60,458
 
Inventories
   
(92,649
)
   
39,773
 
Other current assets
   
(30,323
)
   
23,110
 
Accounts payable
   
49,797
     
264,500
 
Accrued compensation
   
94,249
     
19,415
 
Accrued liabilities
   
(65,795
)
   
383,436
 
Accrued pension liability
   
44,081
     
40,073
 
Net cash used in operating activities
   
(1,505,465
)
   
(685,094
)
 
               
Cash flows from investing activities:
               
Proceeds from maturity of available-for-sale marketable investments
   
3,050,000
     
1,000,000
 
Purchases of held-to-maturity marketable investments
   
-
     
820,000
 
Purchases of property, plant and equipment
   
(52,739
)
   
(189,789
)
Proceeds from sale of property, plant and equipment
   
-
     
6,080
 
Net cash provided by investing activities
   
2,997,261
     
1,636,291
 
 
               
Cash flows from financing activities:
               
Proceeds from exercise of  stock options
   
48,600
     
-
 
Net cash provided by financing activities
   
48,600
     
-
 
 
               
Effect of exchange rates on cash and cash equivalents
   
(315
)
   
9,312
 
 
               
Net increase in cash and cash equivalents
   
1,540,081
     
960,509
 
 
               
Cash and cash equivalents at beginning of period
   
8,681,609
     
3,533,864
 
 
               
Cash and cash equivalents at end of period
 
$
10,221,690
   
$
4,494,373
 
 
               
Supplemental disclosure of cash flow information:
               
Cash paid during the period for income tax
 
$
38,700
   
$
17,770
 

6

Non-GAAP Financial Measures:  The following table reconciles our operating loss calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”) to non-GAAP financial measures that exclude non-cash charges for share-based compensation, depreciation and amortization from gross profit, operating expenses and operating loss.  The non-GAAP financial measures used by management and disclosed by us are not a substitute for, or superior to, financial measures and consolidated financial results calculated in accordance with GAAP, and you should carefully evaluate our reconciliations to non-GAAP.  We may calculate our non-GAAP financial measures differently from similarly titled measures used by other companies.  Therefore, our non-GAAP financial measures may not be comparable to those used by other companies.  We have described the reconciliations of each of our non-GAAP financial measures described above to the most directly comparable GAAP financial measures.

We use these non-GAAP financial measures, and in particular non-GAAP operating loss, for internal managerial purposes because we believe such measures are one important indicator of the strength and the operating performance of our business.  Analysts and investors frequently ask us for this information.  We believe that they use these measures to evaluate the overall operating performance of companies in our industry, including as a means of comparing period-to-period results and as a means of evaluating our results with those of other companies.

Our non-GAAP operating loss during the three months ended June 30, 2014 and 2013 was approximately $1,778,000 and $1,499,000 respectively.  The increase in non-GAAP operating loss for the three months ended June 30, 2014 over the corresponding period a year ago is attributed to the increase in operating costs, partially offset by the increase in net sales and gross profit.

 
 
   
Expense Adjustments
   
 
 
 
GAAP
   
Share-based
Expense
   
Depreciation
   
Amortization
   
Non-GAAP
 
Three Months Ended June 30, 2014
   
   
   
   
 
Gross Profit
 
$
5,593,000
   
$
13,000
   
$
5,000
   
$
-
   
$
5,611,000
 
% of sales
   
87.6
%
                           
87.9
%
Operating Expenses
                                       
General & administrative
   
1,577,000
     
(212,000
)
   
(39,000
)
   
-
     
1,326,000
 
Research and development
   
909,000
     
(18,000
)
   
(1,000
)
   
-
     
890,000
 
Selling and marketing
   
5,273,000
     
(80,000
)
   
(20,000
)
   
-
     
5,173,000
 
Amortization
   
8,000
     
-
     
-
     
(8,000
)
   
-
 
 
   
7,767,000
     
(310,000
)
   
(60,000
)
   
(8,000
)
   
7,389,000
 
Operating Loss
 
$
(2,174,000
)
 
$
323,000
   
$
65,000
   
$
8,000
   
$
(1,778,000
)
 
                                       
Three Months Ended June 30, 2013
                                 
Gross Profit
 
$
5,093,000
   
$
8,000
   
$
9,000
   
$
-
   
$
5,110,000
 
% of sales
   
87.2
%
                           
87.5
%
Operating Expenses
                                       
General & administrative
   
1,581,000
     
79,000
     
(51,000
)
   
-
     
1,609,000
 
Research and development
   
480,000
     
(14,000
)
   
(1,000
)
   
-
     
465,000
 
Selling and marketing
   
4,627,000
     
(73,000
)
   
(19,000
)
   
-
     
4,535,000
 
Amortization
   
7,000
     
-
     
-
     
(7,000
)
   
-
 
 
   
6,695,000
     
(8,000
)
   
(71,000
)
   
(7,000
)
   
6,609,000
 
Operating Loss
 
$
(1,602,000
)
 
$
16,000
   
$
80,000
   
$
7,000
   
$
(1,499,000
)
 
 
7

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