Form 8-K UROPLASTY INC For: Oct 23

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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

(Exact name of registrant as specified in its charter)

�

�

---

(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))

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Item 2.02.

Results of Operations and Financial Condition

�

On October 23, 2014, Uroplasty, Inc. published a press release providing information regarding its results of operations and financial condition for the quarter ended September 30, 2014.

�

Item 9.01.

Financial Statements and Exhibits

�

Exhibit 99�Press Release Dated October 23, 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.

Dated:��October 23, 2014

�

�

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Exhibit 99.1

�

�

Uroplasty Reports Record Fiscal Second Quarter Revenue

~ Global Urgent PC Sales Up 17.5% ~

~ Fiscal 2015 Guidance Reaffirmed ~

MINNEAPOLIS, October 23, 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 second quarter ended September 30, 2014.

Global revenue for the Companys Urgent^� PC Neuromodulation System grew 17.5% to $4.3 million, a new quarterly revenue record, as compared to $3.6 million in the second quarter of the prior year.� Total revenue for the fiscal second quarter of 2015 was $6.5 million, also a new quarterly record and up 8% from the same quarter in the prior year.

Second quarter results for Urgent PC clearly demonstrate the growing recognition by physicians of the value provided by the only non-drug, non-surgical treatment option for refractory OAB patients, said Rob Kill, President and Chief Executive Officer of Uroplasty. We remain focused on continued sales execution for both Urgent PC and Macroplastique and reiterate our fiscal 2015 annual guidance, added Mr. Kill.

The Company achieved a gross margin record of 88.3% in the recent fiscal second quarter, higher than� the 87.6% gross margin in the same quarter one year ago.� Operating expenses for the period totaled $6.8 million compared to $7.2 million in the same quarter last year.

The operating loss of $1.1 million in the fiscal second quarter compares with a $1.9 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 $0.7 million in the second quarter of fiscal 2015, compared with a $0.9 million non-GAAP operating loss in the year ago period. The GAAP loss per diluted share of $0.05 in the fiscal second quarter compares to a loss per diluted share of $0.09 in the same quarter last year.

For the six-month period ended September 30, 2014, global revenue from Urgent PC increased 18.4% to $8.3 million.� Total revenue grew 8.6% to $12.8 million.� At September 30, 2014, cash, cash equivalents and cash investments totaled $9.5 million.

For the full-year Fiscal 2015, the Company expects total revenue growth in the range of 9 to 12 percent, approximately 15 percent growth in global Urgent PC sales, and slightly higher gross margins on a year-over-year basis.

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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 888-417-8533. No passcode is necessary.� To access a live webcast of the call, go to Uroplastys 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 2270603.� An archived webcast will also be available at investor.uroplasty.com.

About Uroplasty, Inc.

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.

�

For Further Information:

Brett Reynolds, SVP and CFO

952-426-6152

Doug Sherk (Investors)

415-652-9100

Janine McCargo (Media)

646-688-0425

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UROPLASTY, INC. AND SUBSIDIARIES

�

�

Three Months Ended September 30,

�

�

Six Months Ended September 30,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net sales

�

$

6,454,630

�

�

$

5,976,875

�

�

$

12,839,259

�

�

$

11,817,716

�

Cost of goods sold

�

�

753,225

�

�

�

741,842

�

�

�

1,544,536

�

�

�

1,489,889

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross profit

�

�

5,701,405

�

�

�

5,235,033

�

�

�

11,294,723

�

�

�

10,327,827

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Operating expenses

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

General and administrative

�

�

1,288,297

�

�

�

2,390,610

�

�

�

2,865,665

�

�

�

3,971,373

�

Research and development

�

�

651,035

�

�

�

428,763

�

�

�

1,560,479

�

�

�

908,423

�

Selling and marketing

�

�

4,818,704

�

�

�

4,323,084

�

�

�

10,091,325

�

�

�

8,950,493

�

Amortization

�

�

8,226

�

�

�

7,826

�

�

�

16,552

�

�

�

14,474

�

�

�

�

6,766,262

�

�

�

7,150,283

�

�

�

14,534,021

�

�

�

13,844,763

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Operating loss

�

�

(1,064,857

)

�

�

(1,915,250

)

�

�

(3,239,298

)

�

�

(3,516,936

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Other income (expense)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Interest income

�

�

1,833

�

�

�

5,476

�

�

�

4,845

�

�

�

14,740

�

Foreign currency exchange gain (loss)

�

�

(2,190

)

�

�

(1,339

)

�

�

(1,279

)

�

�

(4,034

)

�

�

�

(357

)

�

�

4,137

�

�

�

3,566

�

�

�

10,706

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Loss before income taxes

�

�

(1,065,214

)

�

�

(1,911,113

)

�

�

(3,235,732

)

�

�

(3,506,230

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Income tax expense

�

�

15,032

�

�

�

16,367

�

�

�

34,847

�

�

�

30,542

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net loss

�

$

(1,080,246

)

�

$

(1,927,480

)

�

$

(3,270,579

)

�

�

(3,536,772

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic and diluted net loss per common share

�

$

(0.05

)

�

$

(0.09

)

�

$

(0.15

)

�

$

(0.17

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted average common shares outstanding:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic and diluted

�

�

21,617,675

�

�

�

21,076,570

�

�

�

21,693,989

�

�

�

20,921,693

�

�	�	September 30, 2014		�	�	March 31, 2014		�
�	�			�	�			�
Assets	�			�	�			�
Current assets:	�			�	�			�
Cash and cash equivalents	�	$	9,540,168	�	�	$	8,681,609	�
Short-term investments	�	�	-	�	�	�	3,451,086	�
Accounts receivable, net	�	�	2,663,403	�	�	�	2,875,275	�
Inventories	�	�	526,367	�	�	�	517,217	�
Other	�	�	518,135	�	�	�	507,299	�
Total current assets	�	�	13,248,073	�	�	�	16,032,486	�
�	�	�	�	�	�	�	�	�
Property, plant, and equipment, net	�	�	952,910	�	�	�	997,609	�
Intangible assets, net	�	�	103,428	�	�	�	119,980	�
Prepaid pension assets	�	�	-	�	�	�	855	�
Deferred tax assets	�	�	136,406	�	�	�	150,116	�
Total assets	�	$	14,440,817	�	�	$	17,301,046	�
�	�	�	�	�	�	�	�	�
Liabilities and Shareholders Equity	�	�	�	�	�	�	�	�
Current liabilities:	�	�	�	�	�	�	�	�
Accounts payable	�	$	670,832	�	�	$	904,879	�
Current portion  deferred rent	�	�	-	�	�	�	2,917	�
Income tax payable	�	�	28,017	�	�	�	21,922	�
Accrued liabilities:	�	�	�	�	�	�	�	�
Compensation	�	�	2,105,483	�	�	�	1,999,966	�
Other	�	�	472,771	�	�	�	479,373	�
�	�	�	�	�	�	�	�	�
Total current liabilities	�	�	3,277,103	�	�	�	3,409,057	�
�	�	�	�	�	�	�	�	�
Deferred rent  less current portion	�	�	26,238	�	�	�	171	�
Accrued pension liability	�	�	588,733	�	�	�	678,118	�
�	�	�	�	�	�	�	�	�
Total liabilities	�	�	3,892,074	�	�	�	4,087,346	�
�	�	�	�	�	�	�	�	�
Total shareholders equity	�	�	10,548,743	�	�	�	13,213,700	�
�	�	�	�	�	�	�	�	�
Total liabilities and shareholders equity	�	$	14,440,817	�	�	$	17,301,046	�

�	�	Six Months Ended						�
�	�	September 30,						�
�	�	2014		�	�	2013		�
Cash flows from operating activities:	�			�	�			�
Net loss	�	$	(3,270,579	)	�	$	(3,536,772	)
Adjustments to reconcile net loss to net cash used in operating activities:	�	�	�	�	�	�	�	�
Depreciation and amortization	�	�	139,252	�	�	�	179,123	�
Loss (gain) on disposal of equipment	�	�	834	�	�	�	(5,000	)
Amortization of premium on marketable securities	�	�	311	�	�	�	6,070	�
Share-based compensation expense	�	�	660,891	�	�	�	920,729	�
Deferred income tax expense	�	�	1,973	�	�	�	4,979	�
Deferred rent	�	�	23,150	�	�	�	(18,526	)
Changes in operating assets and liabilities:	�	�	�	�	�	�	�	�
Accounts receivable, net	�	�	155,498	�	�	�	197,216	�
Inventories	�	�	(10,822	)	�	�	97,787	�
Other current assets	�	�	(18,093	)	�	�	127,104	�
Accounts payable	�	�	(230,103	)	�	�	51,232	�
Accrued compensation	�	�	113,132	�	�	�	(51,129	)
Accrued liabilities	�	�	(5,669	)	�	�	(78,619	)
Accrued pension liability	�	�	(35,524	)	�	�	(137,089	)
Net cash used in operating activities	�	�	(2,475,749	)	�	�	(2,242,895	)
�	�	�	�	�	�	�	�	�
Cash flows from investing activities:	�	�	�	�	�	�	�	�
Proceeds from maturity of available-for-sale instruments	�	�	3,450,000	�	�	�	2,000,000	�
Proceeds from held-to-maturity instruments	�	�	-	�	�	�	3,940,000	�
Purchases of property, plant and equipment	�	�	(128,041	)	�	�	(208,768	)
Proceeds from sale of property, plant and equipment	�	�	1,552	�	�	�	6,773	�
Payments for intangible assets	�	�	-	�	�	�	(41,300	)
Net cash provided by investing activities	�	�	3,323,511	�	�	�	5,696,705	�
�	�	�	�	�	�	�	�	�
Cash flows from financing activities:	�	�	�	�	�	�	�	�
Proceeds from exercise of� stock options	�	�	67,850	�	�	�	69,360	�
Net cash provided by financing activities	�	�	67,850	�	�	�	69,360	�
�	�	�	�	�	�	�	�	�
Effect of exchange rates on cash and cash equivalents	�	�	(57,053	)	�	�	34,724	�
�	�	�	�	�	�	�	�	�
Net increase in cash and cash equivalents	�	�	858,559	�	�	�	3,557,894	�
�	�	�	�	�	�	�	�	�
Cash and cash equivalents at beginning of period	�	�	8,681,609	�	�	�	3,533,864	�
�	�	�	�	�	�	�	�	�
Cash and cash equivalents at end of period	�	$	9,540,168	�	�	$	7,091,758	�
�	�	�	�	�	�	�	�	�
Supplemental disclosure of cash flow information:	�	�	�	�	�	�	�	�
Cash paid during the period for income tax	�	$	42,715	�	�	$	25,334	�

�

�

�

�

Expense Adjustments

�

�

�

�

�

GAAP

�

�

Share-based Compensation

�

�

Depreciation

�

�

Amortization

�

�

Non-GAAP

�

Three Months Ended September 30, 2014

�

�

�

�

�

�

�

�

�

Gross Profit

�

$

5,701,000

�

�

$

11,000

�

�

$

4,000

�

�

$

-

�

�

$

5,716,000

�

% of sales

�

�

88.3

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

88.6

%

Operating Expenses

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

General & administrative

�

�

1,288,000

�

�

�

(231,000

)

�

�

(36,000

)

�

�

-

�

�

�

1,021,000

�

Research and development

�

�

651,000

�

�

�

(11,000

)

�

�

(1,000

)

�

�

-

�

�

�

639,000

�

Selling and marketing

�

�

4,819,000

�

�

�

(84,000

)

�

�

(18,000

)

�

�

-

�

�

�

4,717,000

�

Amortization

�

�

8,000

�

�

�

-

�

�

�

-

�

�

�

(8,000

)

�

�

-

�

�

�

�

6,766,000

�

�

�

(326,000

)

�

�

(55,000

)

�

�

(8,000

)

�

�

6,377,000

�

Operating Loss

�

$

(1,065,000

)

�

$

337,000

�

�

$

59,000

�

�

$

8,000

�

�

$

(661,000

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Three Months Ended September 30, 2013

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross Profit

�

$

5,235,000

�

�

$

6,000

�

�

$

9,000

�

�

$

-

�

�

$

5,250,000

�

% of sales

�

�

87.6

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

87.8

%

Operating Expenses

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

General & administrative

�

�

2,390,000

�

�

�

(834,000

)

�

�

(53,000

)

�

�

-

�

�

�

1,503,000

�

Research and development

�

�

429,000

�

�

�

(11,000

)

�

�

(1,000

)

�

�

-

�

�

�

417,000

�

Selling and marketing

�

�

4,323,000

�

�

�

(54,000

)

�

�

(22,000

)

�

�

-

�

�

�

4,247,000

�

Amortization

�

�

8,000

�

�

�

-

�

�

�

-

�

�

�

(8,000

)

�

�

-

�

�

�

�

7,150,000

�

�

�

(899,000

)

�

�

(76,000

)

�

�

(8,000

)

�

�

6,167,000

�

Operating Loss

�

$

(1,915,000

)

�

$

905,000

�

�

$

85,000

�

�

$

8,000

�

�

$

(917,000

)

�

�

�

�

Expense Adjustments

�

�

�

�

�

GAAP

�

�

Share-based Expense

�

�

Depreciation

�

�

Amortization

�

�

Non-GAAP

�

Six Months Ended September 30, 2014

�

�

�

�

�

�

�

�

�

Gross Profit

�

$

11,295,000

�

�

$

25,000

�

�

$

10,000

�

�

$

-

�

�

$

11,330,000

�

% of sales

�

�

88.0

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

88.2

%

Operating Expenses

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

General & administrative

�

�

2,866,000

�

�

�

(442,000

)

�

�

(74,000

)

�

�

-

�

�

�

2,350,000

�

Research and development

�

�

1,560,000

�

�

�

(30,000

)

�

�

(1,000

)

�

�

-

�

�

�

1,529,000

�

Selling and marketing

�

�

10,091,000

�

�

�

(164,000

)

�

�

(37,000

)

�

�

-

�

�

�

9,890,000

�

Amortization

�

�

17,000

�

�

�

-

�

�

�

-

�

�

�

(17,000

)

�

�

-

�

�

�

�

14,534,000

�

�

�

(636,000

)

�

�

(112,000

)

�

�

(17,000

)

�

�

13,769,000

�

Operating Loss

�

$

(3,239,000

)

�

$

661,000

�

�

$

122,000

�

�

$

17,000

�

�

$

(2,439,000

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Six Months Ended September 30, 2013

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross Profit

�

$

10,328,000

�

�

$

14,000

�

�

$

18,000

�

�

$

-

�

�

$

10,360,000

�

% of sales

�

�

87.4

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

87.7

%

Operating Expenses

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

General & administrative

�

�

3,971,000

�

�

�

(755,000

)

�

�

(103,000

)

�

�

-

�

�

�

3,113,000

�

Research and development

�

�

908,000

�

�

�

(25,000

)

�

�

(2,000

)

�

�

-

�

�

�

881,000

�

Selling and marketing

�

�

8,951,000

�

�

�

(127,000

)

�

�

(41,000

)

�

�

-

�

�

�

8,783,000

�

Amortization

�

�

15,000

�

�

�

-

�

�

�

-

�

�

�

(15,000

)

�

�

-

�

�

�

�

13,845,000

�

�

�

(907,000

)

�

�

(146,000

)

�

�

(15,000

)

�

�

12,777,000

�

Operating Loss

�

$

(3,517,000

)

�

$

921,000

�

�

$

164,000

�

�

$

15,000

�

�

$

(2,417,000

)