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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    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: 001-15281
 REPROS THERAPEUTICS INC.
  Delaware
(State or other jurisdiction of 
incorporation or 
organization)
    
    2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
(Address of principal executive
offices and zip code)
    
    76-0233274
(IRS Employer
Identification No.)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



REPROS THERAPEUTICS INC.
  INDEX
 PageFACTORS AFFECTING FORWARD-LOOKING STATEMENTS
    
    
    3PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
    
    
    4Unaudited Condensed Consolidated Balance Sheets as of March 31,
2008 and December 31, 2007
    
    
    5Unaudited Condensed Consolidated Statements of Operations for the
three-months ended March 31, 2008 and 2007 and from Inception (August
20, 1987) through March 31, 2008
    
    
    6Unaudited Condensed Consolidated Statements
of Stockholders Equity for the three-months ended March 31, 2008
    
    
    7Unaudited Condensed Consolidated Statements of Cash Flows for the
three-months ended March 31, 2008 and 2007 and from Inception (August
20, 1987) through March 31, 2008
    
    
    8Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24SIGNATURES
    
    
    25Certification Pursuant to Section 302 (Chief Executive Officer)Certification Pursuant to Section 302 (Chief Financial Officer)Certification Pursuant to Section 906 (Chief Executive Officer)Certification Pursuant to Section 906 (Chief Financial Officer)
  2




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FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
  3




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
  4




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REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent AssetsCash and cash equivalents
    
    $
    11,570
    
    
    $
    1,779Marketable securities
    
    
    8,041
    
    
    
    24,124Prepaid expenses and other current assets
    
    
    863
    
    
    
    479Total current assets
    
    
    20,474
    
    
    
    26,382Fixed assets,net
    
    
    43
    
    
    
    47Other assets,net
    
    
    1,304
    
    
    
    1,170Total assets
    
    $
    21,821
    
    
    $
    27,599LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    3,069
    
    
    $
    2,281Accrued expenses
    
    
    1,194
    
    
    
    1,258Total current liabilities
    
    
    4,263
    
    
    
    3,539Commitments & Contingencies (note 6)Stockholders EquityUndesignated Preferred Stock, $.001 par value, 5,000,000
shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common Stock, $.001 par value, 20,000,000 shares
authorized, 14,711,939 shares issued,
12,774,904 shares outstanding
    
    
    15
    
    
    
    15Additional paid-in capital
    
    
    152,225
    
    
    
    152,033Cost of treasury stock, 1,937,035 shares
    
    
    (5,948
    )
    
    
    (5,948
    )Deficit accumulated during the development stage
    
    
    (128,734
    )
    
    
    (122,040
    )Total stockholders equity
    
    
    17,558
    
    
    
    24,060Total liabilities and stockholders equity
    
    $
    21,821
    
    
    $
    27,599
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REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 From Inception(August 20, 1987)throughThree Months Ended March 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008Revenues and other incomeLicensing fees
    
    $
    
    
    
    $
    
    
    
    $
    28,755Product royalties
    
    
    
    
    
    
    
    
    
    
    627Research and development grants
    
    
    
    
    
    
    
    
    
    
    1,219Interest income
    
    
    269
    
    
    
    318
    
    
    
    16,129Gain on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    102Other Income
    
    
    
    
    
    
    
    
    
    
    35Total revenues and
other income
    
    
    269
    
    
    
    318
    
    
    
    46,867ExpensesResearch and development
    
    
    6,166
    
    
    
    3,028
    
    
    
    130,859General and administrative
    
    
    797
    
    
    
    941
    
    
    
    35,011Interest expense and amortization
of intangibles
    
    
    
    
    
    
    
    
    
    
    388Total expenses
    
    
    6,963
    
    
    
    3,969
    
    
    
    166,258Loss from continuing operations
    
    
    (6,694
    )
    
    
    (3,651
    )
    
    
    (119,391
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (1,828
    )Gain on disposal of discontinued operation
    
    
    
    
    
    
    
    
    
    
    939Net loss before cumulative effect of
change in accounting principle
    
    
    (6,694
    )
    
    
    (3,651
    )
    
    
    (120,280
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    (8,454
    )Net loss
    
    $
    (6,694
    )
    
    $
    (3,651
    )
    
    $
    (128,734
    )Loss per share  basic and diluted
    
    $
    (0.52
    )
    
    $
    (0.31
    )Weighted average shares used in loss per share calculation:Basic
    
    
    12,775
    
    
    
    11,756Diluted
    
    
    12,775
    
    
    
    11,756
  6




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Repros Therapeutics, Inc. and Subsidiary
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBalance at December 31, 2007
    
    
    14,711,939
    
    
    $
    15
    
    
    $
    152,033
    
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (122,040
    )
    
    $
    24,060FAS 123(R) stock option
compensation
    
    
    
    
    
    
    
    
    
    
    192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,694
    )
    
    
    (6,694
    )Balance at March 31, 2008
    
    
    14,711,939
    
    
    $
    15
    
    
    $
    152,225
    
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (128,734
    )
    
    $
    17,558
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REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 From Inception(August 20, 1987)throughThree Months Ended March 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008Cash Flows from Operating ActivitiesNet loss
    
    $
    (6,694
    )
    
    $
    (3,651
    )
    
    $
    (128,734
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    
    
    
    
    (939
    )Gain on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    (102
    )Adjustments to reconcile net loss to net cash
used in operating activities:Noncash financing costs
    
    
    
    
    
    
    
    
    
    
    316Noncash inventory impairment
    
    
    
    
    
    
    
    
    
    
    4,417Noncash patent impairment
    
    
    
    
    
    
    
    
    
    
    1,339Noncash decrease in accounts payable
    
    
    
    
    
    
    
    
    
    
    (1,308
    )Depreciation and amortization
    
    
    9
    
    
    
    8
    
    
    
    3,841Noncash expenses related to stock-based
transactions
    
    
    192
    
    
    
    294
    
    
    
    4,678Common stock issued for agreement not to
compete
    
    
    
    
    
    
    
    
    
    
    200Series B Preferred Stock issued for consulting
services
    
    
    
    
    
    
    
    
    
    
    18Changes in operating assets and liabilities
(net effects of purchase of businesses in 1988 and 1994):Decrease (increase) in receivables
    
    
    
    
    
    
    
    
    
    
    (199
    )Decrease (increase) in inventory
    
    
    
    
    
    
    
    
    
    
    (4,447
    )Decrease (increase) in prepaid expenses and other
current assets
    
    
    (387
    )
    
    
    (159
    )
    
    
    (564
    )(Decrease) increase in accounts payable and
accrued expenses
    
    
    723
    
    
    
    (582
    )
    
    
    5,458Net cash used in operating activities
    
    
    (6,157
    )
    
    
    (4,090
    )
    
    
    (116,026
    )Cash Flows from Investing ActivitiesChange in trading marketable securities
    
    
    16,087
    
    
    
    (25,433
    )
    
    
    (8,228
    )Capital expenditures
    
    
    (2
    )
    
    
    (2
    )
    
    
    (2,369
    )Purchase of technology rights and other assets
    
    
    (137
    )
    
    
    (90
    )
    
    
    (3,338
    )Proceeds from sale of PP&E
    
    
    
    
    
    
    
    
    
    
    225Cash acquired in purchase of FTI
    
    
    
    
    
    
    
    
    
    
    3Proceeds from sale of subsidiary, less
$12,345 for operating losses during
1990 phase-out period
    
    
    
    
    
    
    
    
    
    
    138Proceeds from sale of the assets of FTI
    
    
    
    
    
    
    
    
    
    
    2,250Increase in net assets held for disposal
    
    
    
    
    
    
    
    
    
    
    (213
    )Net cash provided by (used in) investing activities
    
    
    15,948
    
    
    
    (25,525
    )
    
    
    (11,532
    )Cash Flows from Financing ActivitiesProceeds from issuance of common stock, net of
offering costs
    
    
    
    
    
    
    33,039
    
    
    
    135,457Exercise of stock options
    
    
    
    
    
    
    32
    
    
    
    363Proceeds from issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    23,688Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    (21,487
    )Proceeds from issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    2,839Principal payments on notes payable
    
    
    
    
    
    
    
    
    
    
    (1,732
    )Net cash provided by financing activities
    
    
    
    
    
    
    33,071
    
    
    
    139,128Net increase (decrease) in cash and cash equivalents
    
    
    9,791
    
    
    
    3,456
    
    
    
    11,570Cash and cash equivalents at beginning of period
    
    
    1,779
    
    
    
    1,136
    
    
    
    Cash and cash equivalents at end of period
    
    $
    11,570
    
    
    $
    4,592
    
    
    $
    11,570
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\

REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2008
 NOTE 1  Organization, Operations and Liquidity
  ®
 ®
    9




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Recent Accounting Pronouncements
  10




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NOTE 2  Marketable Securities
   Basis of Fair ValueMeasurement
    
    
    March 31, 2008
    
    
    December 31, 2007Money market securities
    
    Level 1
    
    $
    10,966
    
    
    $
    1,696Corporate Bonds
    
    Level 2
    
    
    3,736
    
    
    
    9,632Taxable Auction Securities
    
    Level 3
    
    
    2,000
    
    
    
    6,400Certificates of Deposit
    
    Level 2
    
    
    1,705
    
    
    
    4,503Medium and Short Term
Notes
    
    Level 2
    
    
    600
    
    
    
    2,594Municipal Bonds
    
    
    
    
    
    
    
    
    
    
    995Total
    
    
    
    
    
    $
    19,007
    
    
    $
    25,820
   Level 1
    
    Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities;Level 2
    
    Quoted prices in markets that are not considered to be active or
financial instruments for which all significant inputs are
observable, either directly or indirectly;Level 3
    
    Prices or valuations that require inputs that are both significant
to the fair value measurement and unobservable.
  12




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NOTE 3  Patents
  NOTE 4  Accrued Expenses
  March 31, 2008
    
    
    December 31, 2007Research and development costs
    
    $
    815
    
    
    $
    955Payroll
    
    
    92
    
    
    
    63Patent Costs
    
    
    118
    
    
    
    51Other
    
    
    169
    
    
    
    189Total
    
    $
    1,194
    
    
    $
    1,258
 NOTE 5  Loss Per Share
  14




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Three Months EndedMarch 31,2008
    
    2007Net loss
    
    $
    (6,694
    )
    
    $
    (3,651
    )Average common shares outstanding
    
    
    12,775
    
    
    
    11,756Basic and diluted loss per share
    
    $
    (0.52
    )
    
    $
    (0.31
    )
  NOTE 6  Commitments and Contingencies
  NOTE 7  Subsequent Event
  15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion contains 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. Such statements reflect the Companys current views with respect to future events and
financial performance and are subject to certain risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated in such forward-looking
statements. The following discussion of financial condition should be read in conjunction with the
accompanying consolidated financial statements and related notes.
 Overview
   Proellex
 
    
    Phase 3 as a short course pre-surgical treatment for anemia associated with
uterine fibroids
    
    Phase 3 for the chronic treatment of uterine fibroids
    
    Phase 2 for the treatment of endometriosis
 Androxal
 
    
    Planned Phase 2b proof-of-concept trial to treat men with AIHH, with concomitant
plasma glucose and lipid elevations
    
    Planned Phase 2b proof-of-concept trial in men with low testosterone levels
wanting to improve or maintain their fertility and/or sperm function
 Proellex
 ®
 16




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Androxal
 ®
 ® ®
   17




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General
      18




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Recent Accounting Pronouncements
    19




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Results of Operations
 Three-Month Periods Ended March 31, 2008 and 2007
 Revenues and other income
  Research and Development Expenses
 20




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General and Administrative Expenses
 Liquidity and Capital Resources
      21




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk.
   22




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Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  23




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5. Other Information
  
 Item 6. Exhibits
 31.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).31.2*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).32.1*
    
    Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).32.2*
    
    Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith. 24




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SIGNATURES
  REPROS THERAPEUTICS INC.Date: May 9, 2008
    By:
    /s/ Joseph S. PodolskiJoseph S. PodolskiPresident, Chief Executive Officer and Director
(Principal Executive Officer)Date:  May 9, 2008
    By:
    /s/ Louis Ploth, Jr.Louis Ploth, Jr.Vice President Business Development,
 
Chief Financial Officer, Director and Secretary
(Principal Financial and Accounting Officer) 25




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Index
to Exhibits
 31.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).31.2*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).32.1*
    
    Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).32.2*
    
    Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.