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8-K - FORM 8-K - COGENTIX MEDICAL INC /DE/vsci_8k-110512.htm
Exhibit 99.1
 
 
Vision-Sciences Reports Net Sales of $3.7 Million for
Second Quarter of Fiscal 2013
10% Sequential Net Sales Growth
 
Orangeburg, NY – November 5, 2012 – Vision-Sciences, Inc. (NasdaqCM: VSCI), a leading provider of unique flexible endoscopic products utilizing its proprietary sterile disposable EndoSheath® technology, today announced financial results for the three- and six-month periods ended September 30, 2012, its second quarter and first half of fiscal 2013.
 
Second Quarter Fiscal Year 2013 and Recent Highlights
 
·
Net sales were $3.7 million, compared with $3.4 million in the first quarter of fiscal 2013 and $4.0 million in second quarter of fiscal 2012. The second quarter of fiscal 2012 included Stryker’s blanket stocking order of urology products;
 
·
Operating loss decreased 7% to $2.6 million versus $2.8 million in the same quarter last year;
 
·
Non-GAAP net loss was $3.0 million, or ($0.07) per basic and diluted share, essentially unchanged from the second quarter of fiscal 2012; and,
 
·
A $20.0 million convertible note was signed with the Company’s Chairman, which restructured and consolidated previous debt arrangements and provided an additional $5.0 million in liquidity.
 
“Successful execution of our strategy enabled Vision-Sciences to achieve 10% total net sales growth and 50% domestic sales growth over the preceding quarter.  This sequential growth reflects the increasing awareness that our EndoSheath technology solves a critical need, and offers clinical and financial benefits across the entire healthcare system,” commented Cynthia Ansari, President and Chief Executive Officer of Vision-Sciences, Inc.
 
“We expect further revenue growth will result from our ongoing sales and marketing initiatives and upcoming product introductions.  Continued top line growth, coupled with margin improvement, will enable us to deliver value for our shareholders,” Ansari concluded.
 
Results of Operations
Net sales in the second quarter of fiscal 2013 were $3.7 million compared to $4.0 million for the same period a year ago. The 7% decrease was primarily due to lower urology sales, including a 54% decline in sales to Stryker, partially offset by strong industrial sales growth.
 
 
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Net sales (in thousands, except for percentages) for the three- and six-month periods were as follows:
 
   
Three Months Ended
               
Six Months Ended
 
   
September 30,
               
September 30,
 
Market/Category
 
2012
   
2011
   
Difference
   
%
   
2012
   
2011
 
Urology
  $ 888     $ 1,503     $ (615 )     -41 %   $ 1,944     $ 3,412  
ENT
    587       572       15       3 %     1,019       930  
Surgery / GI
    334       306       28       9 %     510       425  
Pulmonology (Critical Care)
    162       203       (41 )     -20 %     287       310  
Spine
    181       348       (167 )     -48 %     440       426  
Repairs, peripherals, and accessories
    572       452       120       27 %     1,020       986  
Total net medical sales
    2,724       3,384       (660 )     -20 %     5,220       6,489  
Total net industrial sales
    1,015       641       374       58 %     1,915       1,292  
Net sales
  $ 3,739     $ 4,025     $ (286 )     -7 %   $ 7,135     $ 7,781  

Gross profit for the second quarter of fiscal 2013 was $1.1 million, as compared with $1.4 million in the second quarter of fiscal 2012. Gross margin percentage for the period declined approximately 600 basis points to 29% from 35% in the same period last year. Approximately two-thirds of this decrease was attributable to a reduction in the allocation of manufacturing expenses to support research and development activities.

Selling, general and administrative (“SG&A”) expenses decreased 9% to $3.2 million in the second quarter of fiscal 2013, largely driven by lower stock-based compensation expense. SG&A expenses were essentially unchanged at 85% of net sales for the second quarter of fiscal 2013 compared to 86% of net sales reported during the same period last year.

Research and development (“R&D”) expenses decreased 29% to $0.5 million in the second quarter of fiscal 2013. The decrease was primarily attributable to lower product development costs associated with the Company’s next generation digital processing unit and a reduction in the amount allocated from manufacturing to support R&D efforts. R&D expenses decreased to 14% of net sales compared to 18% of net sales during the same period last year.

The Company’s operating loss in the second quarter of fiscal 2013 was $2.6 million, a decrease of $0.2 million, or 7%, compared to the second quarter of fiscal 2012. Lower operating expenses of $0.5 million contributed to the improvement in operating loss during the period.

At September 30, 2012, the Company had cash and cash equivalents of $3.1 million and working capital of $7.9 million, compared to cash and cash equivalents of $2.7 million and working capital of $6.0 million at March 31, 2012.

Convertible Debt
On September 19, 2012, the Company entered into a $20.0 million convertible note with Lewis C. Pell, the Company’s Chairman. This note consolidates and restructures the $15.0 million in aggregate borrowings collectively outstanding under the previous debt agreements with Mr. Pell, and provides for an additional $5.0 million available to the Company, for an aggregate of up to $20.0 million. The note accrues annual interest, payable annually, at 0.84%, the applicable federal rate in effect at the time of the note.

The outstanding principal amount of the note is convertible at any time prior to the maturity date, at Mr. Pell’s option, into shares of the Company’s common stock at a price of $1.20 per share, the closing price of the Company’s common stock on the date of the agreement.
 
 
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Conference Call
Cynthia Ansari, Chief Executive Officer, and Keith Darragh, Vice President, Finance and Principal Financial and Accounting Officer, will host a conference call to discuss the second quarter fiscal 2013 financial results at 8:30 a.m. EST on Tuesday, November 6, 2012.
 
  Conference dial-in:   (877) 303-1595
  International dial-in:    (970) 315-0449
  Conference ID:    52269909
  Webcast (live and replay):   http://ir.visionsciences.com
 
An audio replay of the conference call will be available from 11:30 a.m. EST on Tuesday, November 6, 2012, through 11:30 p.m. EST on Tuesday, November 13, 2012 by dialing (855) 859-2056 from the U.S., or (404) 537-3406 from abroad. The audio webcast will also be available in the Investor Section of the Company’s website at www.visionsciences.com.

Use of Non-GAAP Financial Measures
Non-GAAP net loss and non-GAAP net loss per share excludes non-cash or non-operational activities. As a result, the Company uses these measures to assess and analyze its operational results and trends and to make financial and operations decisions. The Company also believes these non-GAAP financial measures are useful to investors, because they provide greater transparency regarding the Company’s operating performance. These non-GAAP financial measures should not be considered measures of the Company’s liquidity. In addition, these non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. Reconciliations between non-GAAP financial measures and GAAP financial measures for net loss and net loss per share are included in a table accompanying this press release after the unaudited condensed consolidated financial statements.

About Vision-Sciences, Inc.
Vision-Sciences, Inc. designs, develops, manufactures and markets products for endoscopy – the science of using an instrument, known as an endoscope, to provide minimally invasive access to areas not readily available to the human eye.  Vision-Sciences’ unique flexible endoscopic products utilize a streamlined visualization system and proprietary sterile disposable sheaths, known as EndoSheath technology, to provide users quick, efficient endoscope turnover while ensuring enhanced patient safety through the use of sterile, single-use technology.  Within its medical segment, Vision-Sciences targets five main areas for its fiber and video endoscopes and EndoSheath technology: urology, pulmonology, gastroenterology (GI), ENT (ear, nose and throat) and spine.  Information about Vision-Sciences’ products is available at www.visionsciences.com.

Vision Sciences®, Slide-On®, EndoSheath®, EndoWipe® and The Vision System® are registered trademarks of Vision-Sciences, Inc.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements, which are any statements that are not historical facts.  These forward-looking statements are based on Vision-Sciences’ current expectations, and should not be relied upon as representing its views as of any subsequent date.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause the Company’s actual results to differ materially from the statements contained herein; risk factors are detailed in the Company’s most recent annual report and other filings with the U.S. Securities and Exchange Commission.  There is no assurance that any future results or events discussed in these statements will be achieved.  The Company does not assume any obligation to update any forward-looking statements as a result of new information or future events or developments.
 
Contacts:    
Keith Darragh   Lisa Wilson
VP, Finance and Principal Financial and Accounting Officer    President
Vision-Sciences, Inc.   In-Site Communications, Inc.
845.365.0600   212.452.2793
invest@visionsciences.com   lwilson@insitecony.com
                                                                                                                                                                                                   
 
(Financial tables follow)
 
 
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Vision-Sciences, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)

   
Three Months Ended
   
Six Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                         
Net sales
  $ 3,739     $ 4,025     $ 7,135     $ 7,781  
Cost of sales
    2,669       2,628       5,152       5,256  
Gross profit
    1,070       1,397       1,983       2,525  
                                 
Selling, general, and administrative expenses
    3,164       3,463       5,894       6,389  
Research and development expenses
    527       739       1,014       1,431  
Operating loss
    (2,621 )     (2,805 )     (4,925 )     (5,295 )
                                 
Interest income
    1       2       2       7  
Interest expense
    (237 )     (99 )     (431 )     (198 )
Debt cost expense
    (128 )     (43 )     (272 )     (84 )
Loss on extinguishment of debt
    (1,244 )     -       (1,244 )     -  
Other, net
    (35 )     (10 )     (40 )     (11 )
      (1,643 )     (150 )     (1,985 )     (286 )
Loss before provision for income taxes
    (4,264 )     (2,955 )     (6,910 )     (5,581 )
Income tax provision (benefit)
    -       (2 )     1       2  
Net loss
  $ (4,264 )   $ (2,953 )   $ (6,911 )   $ (5,583 )
                                 
Net loss per common share - basic and diluted
  $ (0.09 )   $ (0.07 )   $ (0.15 )   $ (0.13 )
                                 
Weighted average number of shares outstanding - basic and diluted
    45,974       44,204       45,827       44,116  
 
 
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Vision-Sciences, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
 
   
September 30,
   
March 31,
 
   
2012
   
2012
 
ASSETS
 
(unaudited)
   
(audited)
 
Current assets:
           
Cash and cash equivalents
  $ 3,063     $ 2,674  
Accounts receivable, less allowances of $30 and $58, respectively
    2,739       2,132  
Inventories, net
    4,631       3,970  
Prepaid expenses and other current assets
    296       197  
Total current assets
    10,729       8,973  
                 
Machinery and equipment
    3,451       3,516  
Demo equipment
    1,072       1,070  
Furniture and fixtures
    224       224  
Leasehold improvements
    372       372  
Property and equipment, at cost
    5,119       5,182  
Less—accumulated depreciation and amortization
    3,395       3,149  
Total property and equipment, net
    1,724       2,033  
Deferred debt cost, net
    -       1,516  
Other assets, net
    77       77  
Total assets
  $ 12,530     $ 12,599  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current liabilities:
               
Accounts payable
  $ 1,175     $ 587  
Accrued compensation
    847       657  
Accrued expenses
    641       944  
Deferred revenue
    93       -  
Capital lease obligations
    81       91  
Advances from customers
    -       672  
Total current liabilities
    2,837       2,951  
                 
Convertible debt—related party
    15,000       -  
Line of credit—related party
    -       10,000  
Capital lease obligations, net of current portion
    59       97  
Deferred revenue, net of current portion
    43       -  
Total liabilities
    17,939       13,048  
                 
Commitments and Contingencies
               
Stockholders’ deficit:
               
Preferred stock, $0.01 par value Authorized—5,000 shares; issued and outstanding—none
    -       -  
Common stock, $0.01 par value Authorized—75,000 shares; issued and outstanding—46,241 shares and 45,396 shares, respectively
    463       454  
Additional paid-in capital
    100,348       98,382  
Treasury stock at cost, 24 shares and 7 shares of common stock, respectively
    (38 )     (14 )
Accumulated deficit
    (106,182 )     (99,271 )
Total stockholders’ deficit
    (5,409 )     (449 )
Total liabilities and stockholders’ deficit
  $ 12,530     $ 12,599  
 
 
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Vision-Sciences, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands, except per share amounts)

   
Six Months Ended
 
   
September 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net loss
  $ (6,911 )   $ (5,583 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Stock-based compensation expense
    1,012       1,387  
Depreciation and amortization
    406       402  
(Recovery of) provision for bad debt expenses
    (7 )     17  
Debt cost expense
    272       84  
Loss on extinguishment of debt
    1,244       -  
Loss on disposal of fixed assets
    44       6  
Changes in assets and liabilities:
               
Accounts receivable
    (600 )     (97 )
Inventories
    (752 )     (429 )
Prepaid expenses and other current assets
    (99 )     (44 )
Accounts payable
    588       (173 )
Accrued expenses
    (303 )     (245 )
Accrued compensation
    190       55  
Deferred revenue
    (7 )     -  
Advances from customers
    (529 )     (2,846 )
Net cash used in operating activities
    (5,452 )     (7,466 )
Cash flows from investing activities:
               
Purchases of property and equipment
    (55 )     (106 )
Proceeds from disposal of fixed assets
    5       3  
Net cash used in investing activities
    (50 )     (103 )
Cash flows from financing activities:
               
Proceeds from issuance of long-term debt—related party
    5,000       -  
Advance on line of credit—related party
    -       1,000  
Payment of costs related to line of credit—related party
    -       (5 )
Net proceeds from sale of common stock
    878       -  
Proceeds from exercise of stock options
    85       302  
Common stock repurchased
    (24 )     (7 )
Payments of capital leases
    (48 )     (35 )
Net cash provided by financing activities
    5,891       1,255  
Net increase (decrease) in cash and cash equivalents
    389       (6,314 )
Cash and cash equivalents at beginning of period
  $ 2,674     $ 9,180  
Cash and cash equivalents at end of period
  $ 3,063     $ 2,866  
 
 
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Vision-Sciences, Inc. and Subsidiaries
Non-GAAP Financial Measures and Reconciliation
(In thousands, except per share amounts)

   
Three Months Ended
         
Six Months Ended
 
   
September 30,
         
September 30,
 
Non-GAAP Financial Measures and Reconciliation
 
2012
   
2011
   
Difference
   
2012
   
2011
 
GAAP net loss
  $ (4,264 )   $ (2,953 )   $ (1,311 )   $ (6,911 )   $ (5,583 )
Add: loss on extinguishment of debt
    1,244       -       1,244       1,244       -  
Non-GAAP net loss
  $ (3,020 )   $ (2,953 )   $ (67 )   $ (5,667 )   $ (5,583 )
                                         
Non-GAAP net loss per common share - basic and diluted
  $ (0.07 )   $ (0.07 )           $ (0.12 )   $ (0.13 )
                                         
Weighted average number of shares outstanding - basic and diluted
    45,974       44,204               45,827       44,116  

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