IMPATH INC
10-Q, 1996-08-13
MEDICAL LABORATORIES
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<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(MARK ONE)
   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
        EXCHANGE ACT OF 1934.
                For the quarterly period ended June 30, 1996.
                                      OR
   [_]  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 0-27750
                                                -------
                                  IMPATH INC.
             (exact name of registrant as specified in its charter)

                           -------------------------

<TABLE>
<CAPTION>
 
<S>                              <C>                             <C>
         DELAWARE                            8071                    13-3459685
(State or other jurisdiction of   (Primary Standard Industrial    (I.R.S. Employer
 incorporation or organization)    Classification Code Number)   Identification No.)
</TABLE>

                          1010 THIRD AVENUE, SUITE 302
                            NEW YORK, NEW YORK 10021
                                 (212) 702-8300
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                           -------------------------

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 issuer's
classes of common stock, as of the latest practicable date.


         CLASS                               OUTSTANDING AT JULY 5, 1996
         -----                               ---------------------------
Common Stock, par value                               5,269,837
   $.005 per share
<PAGE>
 
                                     INDEX

                                  IMPATH INC.

<TABLE>
<CAPTION>

                                                                     PAGE NUMBER
                                                                     -----------
<S>                                                                    <C>  

PART I  FINANCIAL INFORMATION

Item 1  Condensed Financial Statements (Unaudited):

        Condensed Balance Sheets at June 30, 1996
        and December 31, 1995.....................................           3
 
        Condensed Statements of Operations for the Three and Six
        Months Ended June 30, 1996 and June 30, 1995..............           4
 
        Condensed Statements of Cash Flows for the Three and Six
        Months Ended June 30, 1996 and June 30, 1995..............           5
 
        Condensed Statement of Stockholders' Equity for the
        Three Months Ended June 30, 1996..........................           6
 
        Notes to Condensed Financial Statements...................         7-8
 
Item 2  Management's Discussion and Analysis of
        Financial Condition and Results of Operations.............        9-11

PART II OTHER INFORMATION

Item 6  Exhibits and Reports on Form 8-K..........................       12-15

Signatures........................................................          16

</TABLE>

                                       2
<PAGE>

 
                                  IMPATH INC.

                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
 
                            ASSETS                                       JUNE 30,    DECEMBER 31,
                                                                           1996          1995
                                                                       (UNAUDITED)
                                                                       -----------   ------------
<S>                                                                    <C>           <C>
 
Current assets:
 Cash and cash equivalents                                             $10,954,102     $1,512,695
 Investments, at fair value                                             14,194,148
 Accounts receivable, net of allowance for doubtful accounts             5,699,690      3,807,376
 Prepaid expenses and other current assets                                 563,814        273,361
 Deferred tax assets, net                                                  505,000        505,000
                                                                       -----------   ------------ 
    Total current assets                                                31,916,754      6,098,432
 
Fixed assets, less accumulated depreciation and amortization             2,644,914      2,305,739
Deposits and other assets                                                   88,878         79,961
Deferred registration costs                                                      -        746,462
Goodwill, net of accumulated amortization                                   29,481         30,727
                                                                       -----------   ------------ 
                                                                       $34,680,027     $9,261,321
                                                                       ===========   ============ 
 
               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Loan payable - current portion                                                  -        100,000
 Current portion of capital lease obligations                          $   466,743     $  321,125
 Accounts payable and accrued expenses                                   1,075,094      1,498,732
 Income taxes payable                                                            -         78,415
 Accrued dividends payable                                                       -        478,000
                                                                       -----------   ------------ 
    Total current liabilities                                            1,541,837      2,476,272
                                                                       -----------   ------------ 
Capital lease obligations, net of current portion                        1,071,818        946,723
Loan payable, net of current portion                                             -        183,333
 
Stockholders' equity:
 Convertible preferred stock
  Series D 8% Convertible Participating Preferred Stock, $.01 par value.         -      1,911,879
  Series C 8% Convertible Preferred Stock, $.01 par value.                       -      2,702,546
  Series B 8% Convertible Preferred Stock. $.01 par value.                       -        562,952
  Series A 8% Convertible Preferred Stock $.01 par value.                        -      1,387,908
 Common stock, $.005 par value,                                             26,349          2,275
 Additional paid-in capital                                             32,229,740         11,447
 Accumulated deficit                                                       118,919       (548,672)
                                                                       -----------   ------------  
                                                                        32,375,008      6,030,335
 
Less-
  Cost of shares of common stock held in treasury                             (100)          (100)
  Notes receivable from officers                                           (28,421)       (31,335)
  Deferred compensation                                                   (280,115)      (343,907)
                                                                       -----------   ------------  
    Total stockholders' equity                                          32,066,372      5,654,993
                                                                       -----------   ------------  
                                                                       $34,680,027     $9,261,321
                                                                       ===========   ============ 
 
</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       3
<PAGE>
 
                                  IMPATH INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                                              ----------------------------   -------------------------
                                                  1996            1995           1996          1995
                                               ----------      ----------     ----------    ----------
<S>                                            <C>             <C>            <C>           <C>
                                                                        
Revenues,                                       
 Net diagnostic and prognostic services        $5,021,886      $3,470,737     $9,716,236    $6,649,095
 Contract laboratory services                      58,011          27,839        105,686        65,132
                                               ----------      ----------     ----------    ---------- 
Total revenues                                  5,079,897       3,498,576      9,821,922     6,714,227
                                               ----------      ----------     ----------    ---------- 
Operating expenses,
 Salaries and related costs                     2,257,961       1,675,559      4,513,525     3,148,986
 Selling, general and administrative            2,242,402       1,552,671      4,500,990     2,943,823
                                               ----------      ----------     ----------    ---------- 
  Total operating expenses                      4,500,363       3,228,230      9,014,515     6,092,809
                                               ----------      ----------     ----------    ---------- 
    Income from operations                        579,534         270,346        807,407       621,418
 
Interest income                                   334,069          30,814        454,807        49,733
Interest expense                                   45,042          12,208         90,747        25,303
                                               ----------      ----------     ----------    ---------- 
 Income before income tax expense                 868,561         288,952      1,171,467       645,848
Income tax expense                               (369,137)              -       (503,877)            -
                                               ----------      ----------     ----------    ---------- 
 Net income                                       499,424         288,952        667,590       645,848
                                               ==========      ==========     ==========    ==========

Accrued dividends on preferred stock                    -        (134,546)       (82,346)     (255,280)
                                               ----------      ----------     ----------    ----------  
Net income available to common stockholders       499,424        $154,406       $585,244      $390,568
                                               ==========      ==========     ==========    ==========
Pro forma net income per share                   $   0.09        $   0.09       $   0.13      $   0.20
                                               ==========      ==========     ==========    ========== 
Pro forma weighted average common and common
 equivalent shares outstanding                  5,760,000       3,315,000      5,118,000     3,184,000
                                               ==========      ==========     ==========    ========== 
</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       4
<PAGE>
 
                                  IMPATH INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED JUNE 30,
                                                             ---------------------------
                                                                  1996          1995
                                                              ------------   -----------
<S>                                                           <C>            <C>
                                                                        
Cash flows from operating activities,
 Net income                                                   $    667,590   $   645,848
  Adjustments to reconcile net income to net cash provided   
   by operating activities-
   Depreciation and amortization                                   369,607       135,942
   Provision for uncollectible accounts receivable               1,132,625       610,001
    Amortization of deferred compensation                           63,792             -
    Changes in assets and liabilities
    Increase in accounts receivable                             (3,024,939)   (1,067,063)
    Increase in prepaid expenses and current assets               (319,934)     (302,173)
    Increase in marketable securities                          (14,194,148)   (1,971,643)
    Decrease (Increase) in deposits and other assets                21,276        (9,568)
    Decrease in accounts payable and accrued expenses             (423,640)     (164,887)
    Increase in income taxes payable                               (78,415)            -
                                                              ------------   -----------
     Total adjustments                                         (16,453,776)   (2,769,391)
                                                              ------------   -----------
Net cash used in operating activities                          (15,786,186)   (2,123,543)
                                                              ------------   -----------
Cash flow from investing activities:
  Capital expenditures                                            (210,904)     (426,886)
                                                              ------------   -----------
Net cash used in investing activities                             (210,904)     (426,886)
                                                              -------------   ----------- 
Cash flows from financing activities:
 Issuance of common stock                                       26,031,712         2,440
 Issuance of preferred stock                                             -     1,999,982
 Payment of dividends on preferred stock                          (560,346)            -
 Repayments of bank loan                                          (283,333)     (100,000)
 Proceeds from (payments of) capital lease obligations            (226,629)      170,749
 Payments received on officer loans                                  2,914             -
 Deferred Registration Costs                                       474,179             -
                                                              ------------   -----------
Net cash provided by financing activities                       25,438,497     2,073,171
                                                              ------------   -----------
Net increase (decrease) in cash and cash equivalents             9,441,407      (477,258)
Cash and cash equivalents at beginning of period                 1,512,695       615,317
                                                              ------------   -----------
Cash and cash equivalents at end of period                    $ 10,954,102   $   138,059
                                                              ============   ===========
</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       5

<PAGE>

 
                                  IMPATH INC.
                  CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED JUNE 30, 1996
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                                        
                                              NONREDEEMABLE   
                                               CONVERTIBLE                                                         NOTES    
                          COMMON STOCK       PREFERRED STOCK  ADDITIONAL                          RECEIVABLE    DEFERRED   
                          -----------------  ---------------    PAID-IN   ACCUMULATED  TREASURY     FROM        COMPEN-   
                          SHARES     AMOUNT  SHARES   AMOUNT   CAPITAL      DEFICIT      STOCK   STOCKHOLDERS    SATION  TOTAL
                          ------     ------  ------   ------  ----------  -----------  --------  ------------  --------  -----
<S>                       <C>        <C>     <C>      <C>     <C>         <C>          <C>       <C>           <C>       <C>
 
Balance at March 31, 
 1996                     5,266,096   $26,330      -       -   32,494,643     (380,506)     (100)   (28,421)  (312,011)  31,799,935
                          ==========  ========  =====  ======= ===========   =========   =======  =========   ========   ========== 
Net income for the period
 ended April 30, 1996                                                          88,228                                        88,228
Payments related to IPO                                           (13,016)                                                  (13,016)
Common shares issued upon
   exercise of stock
    options                   3,545        18                       6,884                                                     6,902
Amortization of Deferred
 Compensation                   -        -                            -                                         10,632       10,632
                          ---------   ------  -----  -------  ----------   ---------   -------    ----------   --------  ----------
Balance at
 April 30, 1996           5,269,641   $26,348     -        -   32,488,511    (292,278)     (100)    (28,421)  (301,379)  31,892,681
                          ==========  ========  =====  =======  ==========   =========   =======   =========   ========  ==========

 
  
Net income for the
 period ended May 31, 1996                                                    147,739                                       147,739
Payment related to IPO                                           (259,268)                                                 (259,268)
Amortization of Deferred
 Compensation                      -        -                           -                                        10,632      10,632
                          ----------  --------  -----  ------- ----------  ---------   -------    ----------   --------  ---------- 
Balance at May 31, 1996   5,269,641    26,348                  32,229,243    (144,539)     (100)    (28,421)  (290,747)  31,791,784
                          =========   =======  =====  =======  ==========   =========   =======   =========    ========  ========== 
 
Net income for the period
  ended  June 30, 1996                                                        263,458                                        263,458
Payment related to IPO                                                  -                                                         -
Common shares issued upon
  exercise of stock             196         1                          497                                                      498
Amortization of Deferred
 Compensation                                                                                                    10,632      10,632
                          ----------  --------  -----  -------  ----------   --------    ------   ---------     -------- -----------
Balance at June 30, 1996  5,269,837    26,349                   32,229,740    118,919      (100)    (28,421)    (280,115) 32,066,372
                          ==========  ========  =====  =======  ==========   =========   =======  =========     ======== ===========

                                                                  6
</TABLE> 

                                       
<PAGE>
 
                                  IMPATH INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (unaudited)

NOTE 1 - GENERAL:

The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the rules and regulations of the United States
Securities and Exchange Commission.

In the opinion of Impath Inc. (the "Company" or "IMPATH"), the accompanying
unaudited condensed financial statements contain all adjustments, consisting
only of normal recurring adjustments necessary for the fair presentation of the
financial information for all periods presented. Results for the interim periods
are not necessarily indicative of the results for an entire year and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the financial statements and the
notes thereto contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.

NOTE 2 - PRO FORMA NET INCOME PER SHARE:

Pro forma net income per share for the six months ended June 30, 1996 and 1995
and for the three months ended June 30, 1995 is based on the weighted
average number of shares of common stock outstanding after giving effect to the
conversion (calculated using the as-converted method) of the convertible
preferred stock that converted upon the completion of the Company's initial
public offering in February 1996. Common equivalent shares from stock options
and warrants are included in the computation using the treasury stock method to
the extent their effect is dilutive. All stock options and warrants issued
within a one year period prior to the initial public offering have been treated
as outstanding for all reported periods.

NOTE 3 - INITIAL PUBLIC OFFERING

On October 13, 1995 the Board of Directors authorized the Company to file a
registration statement with the Securities and Exchange Commission to register
shares of its common stock in connection with an initial public offering.  Such
offering was consummated on February 26, 1996, for a total of 2,242,500 common
shares at an offering price of $13 per share.  The net proceeds to the Company
amounted to approximately $26,062,000.

                                       7
<PAGE>
 
NOTE 4 - INVESTMENTS

The Company invested approximately $20,000,000 of the net proceeds from its
initial public offering in a portfolio of short term fixed income securities
that are actively traded by an investment manager. In accordance with Statement
of Financial Accounting Standards No. 115, the Company's investments are being
recorded at fair value with gains and losses reported in the Statement of
Operations. At June 30, 1996, approximately $6,000,000 of securities with
original maturities of three months or less were included as cash equivalents.
The remaining securities included in the investment portfolio with original
maturities that exceed three months are included in current assets.

                                       8
<PAGE>
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Three Months Ended June 30, 1996 Compared with Three Months
- ------------------------------------------------------------
Ended June 30, 1995
- -------------------

The Company's total revenues for the three months ended June 30, 1996 and 1995
were $5,080,000 and $3,498,000, respectively, representing an increase of
$1,582,000, or 45.3%, in 1996. This growth was primarily attributable to a 19.0%
increase in case volume resulting from increased sales and marketing activities.
In addition, revenue realization per case increased due to product mix changes
toward cases which carry higher reimbursement rates.

Salaries and related costs for the three months ended June 30, 1996 and 1995
were $2,258,000 and $1,676,000, respectively, representing an increase of
$582,000, or 34.8%, in 1996. The 1996 increase was primarily due to an increase
in personnel headcount necessitated by increasing case volume. As a percentage
of total revenues, salaries and related costs, decreased to 44.5% in 1996 from
48.0% in 1995.

Selling, general and administrative expenses for the three months ended June 30,
1996 and 1995 were $2,242,000 and $1,553,000, respectively, representing an
increase of $689,000, or 44.4%, in 1996. The largest component of this increase
was an increase in bad debt expense of approximately $230,000 associated with
higher revenues, and a shift to more revenues requiring copayments. The Company
also incurred higher supply costs due to its increased volume as well as higher
travel related expenses associated with expanded sales and marketing activities.
Selling, general and administrative expenses as a percentage of total revenues
decreased to 44.2% in 1996 from 44.4% in 1995.

Income from operations for the three months ended June 30, 1996 and 1995 was
$580,000 and $270,000, respectively, representing an increase of $310,000, or
115.0%, in 1996. The 1996 figure reflects the effect on earnings of increasing
revenue growth and a decrease in operating expenses as a percentage of revenue
from 92.3% in the 1995 period to 88.6% in the 1996 period.

Interest income, net for the three months ended June 30, 1996 and 1995 was
$289,000 and $18,000, respectively, representing an increase of $271,000 in
1996. The increase was the result of increased interest income generated from
the proceeds of the Company's initial public offering of common stock in
February 1996, partially offset by increased interest expense due to additional
capital lease obligations.

                                       9
<PAGE>
 
The tax provision for the three months ended June 30, 1996 of approximately
$369,000 reflects federal, state and local income tax expense. The Company has
estimated its annual effective tax rate for 1996 to be approximately 43% which
is in line with the current provision. For 1995, the Company had recorded
deferred tax assets to the extent of taxes that it expected to pay on estimated
1995 taxable earnings. Management believes that realization of such deferred
assets is more likely than not. As such, it estimated its annual effective tax
rate for 1995 to be zero.

As a result, net income for the three months ended June 30, 1996 and 1995 was
$499,000 and $288,000, respectively, representing an increase of $211,000 or
73.3% in 1996. As a percentage of total revenues, net income increased to 9.9%
in 1996 from 8.3% in 1995.

Six Months Ended June 30, 1996 Compared with Six Months
- -------------------------------------------------------
Ended June 30, 1995
- --------------------

The Company's total revenues for the six months ended June 30, 1996 and 1995
were $9,822,000 and $6,714,000, respectively, representing an increase of
$3,108,000, or 46.3%, in 1996. This growth was primarily due to a 26% increase
in case volume and an increase in revenue realization per case resulting from
product mix changes toward cases with higher reimbursement rates.

Salaries and related costs for the six months ended June 30, 1996 and 1995 were
$4,514,000 and $3,149,000, respectively, representing an increase of $1,365,000,
or 43.4%, in 1996. This increase was due to case volume growth and personnel
costs associated with the establishment of the Company's California facility
which commenced operations in December 1995. Salaries and related costs, as a
percentage of total revenues decreased to 46.0% in 1996 from 46.9% in 1995.

Selling, general and administrative expenses for the six months ended June 30,
1996 and 1995 were $4,501,000 and $2,944,000, respectively, representing an
increase of $1,557,000, or 52.9%, in 1996.  This increase was due to an increase
in bad debt expense of approximately $523,000 associated with higher revenues,
as well as a shift to more revenues requiring copayments.  The Company also
incurred higher supply costs due to increasing case volume and higher travel
related expenses associated with expanded sales and marketing activities.  In
addition, the Company incurred approximately $200,000 of selling, general and
administrative expenses at its California facility which commenced operations in
December 1995.  Selling, general and administrative expenses as a percentage of
total revenues increased to 45.9% in 1996 from 43.9% in 1995 as a result of the
costs associated with the establishment of the Company's California facility.

Income from operations for the six months ended June 30, 1996 and 1995 was
$807,000 and $621,000, respectively, representing an increase of $186,000, or
30%, in 1996.  The 1996 figure reflects the effect on earnings of the net
operating expenses incurred in connection with the establishment of the
Company's California facility, which commenced operations during December 1995.
In June 1996, this facility began to generate sufficient incremental revenue to
cover operating expenses.

Interest income, net for the six months ended June 30, 1996 and 1995 was
$364,000 and $24,000, respectively, representing an increase of $340,000 in
1996.  The increase was the result of increased interest income generated from
the proceeds of the Company's initial public offering of common stock in
February 1996, partially offset by increased interest expense due to additional
capital lease obligations.

The tax provision for the six months ended June 30, 1996 of approximately
$504,000 reflects federal, state and local income tax expense.  The Company has
estimated its annual effective tax rate for 1996 to be approximately 43% 

                                       10
<PAGE>
 
which is in line with the current provision. For 1995, the Company had recorded
deferred tax assets to the extent of taxes that it expected to pay on estimated
1995 taxable earnings. Management believes that realization of such deferred
assets is more likely than not. As such, it estimated its annual effective tax
rate for 1995 to be zero.

As a result, net income for the six months ended June 30, 1996 and 1995 was
$668,000 and $645,000, respectively, representing an increase of $23,000, or
3.6%, in 1996.  As a percentage of total revenues, net income decreased to 6.8%
in 1996 from 9.6% in 1995.



Liquidity and Capital Resources
- --------------------------------

The Company's cash and cash equivalent balances at June 30, 1996 and December
31, 1995 were $10,954,000 and $1,513,000, respectively, representing an increase
of $9,441,000 in 1996. In addition, the Company has invested approximately
$14,194,000 in marketable securities. This increase was primarily attributable
to approximately $26,000,000 of net proceeds from the initial public offering of
the Company's common stock, which was consummated on February 26, 1996.

For the six months ended June 30, 1996, the Company used net cash in operating
activities of approximately $15,786,000. This resulted from an increase in
investments of approximately $14,194,000 and an increase in accounts receivable
of approximately $1,892,000 due to rapid sales growth. In addition, the Company
paid approximately $560,000 in accrued dividends on preferred stock prior to the
initial public offering.

At June 30, 1996, the Company had working capital of approximately $30,364,000.
The Company's capital expenditures through June 30, 1996 in connection with the
establishment of its California facility were approximately $1,160,000, which
were partially financed through capital equipment leases, a $300,000 secured
term loan, and a $145,200 leasehold improvement allowance from the landlord.
The Company prepaid the balance of the $300,000 secured term loan with the
proceeds from the initial public offering.

The Company's growth strategy is anticipated to be financed through the net
proceeds from the initial public offering, its current cash resources and
existing third party credit facilities.  The Company believes the combination of
these sources will be sufficient to fund its operations and satisfy the
Company's cash requirements for the next 12 months and the foreseeable future.
There may be circumstances, however, that would accelerate the Company's use of
proceeds from the initial public offering.  If this occurs, the Company may,
from time to time, incur additional indebtedness or issue, in public or private
transactions, equity or debt securities.  However, there can be no assurance
that suitable debt or equity financing will be available to the Company.


                                       11
<PAGE>

       Item 6  Exhibits and Reports on Form 8-K
       ----------------------------------------

       (a) The exhibits required to be filed as part of this
Quarterly Report on Form 10-Q are listed in the attached Index to Exhibits.

       (b) No reports on Form 8-K were filed during the quarter for which this
Quarterly Report on Form 10-Q is filed.


                                       12
<PAGE>
 
                                   SIGNATURES


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.



     Date: August 13, 1996          IMPATH INC.
    -----------------------         --------------------------   
                                    (Registrant)


     Date: August 13, 1996          By   / s /  ANU D. SAAD
    -----------------------         --------------------------
                                    Anu D. Saad, Ph.D.
                                    President and Chief
                                    Executive Officer


     Date: August 13, 1996          By / s / JOHN P. GANDOLFO
    -----------------------         --------------------------- 
                                    John P. Gandolfo
                                    Executive Vice President,
                                    Chief Financial Officer
                                    and Principal Accounting
                                    Officer



                                       13
<PAGE>
 
                               INDEX TO EXHIBITS
                              -------------------

     Exhibit                                    Page
     Number       Description                  Number
 -------------   -----------------------      -------------

     11     Statement re Computation of          14
            Per Share Earnings for the
            Three Months Ended June 30, 1996
            and 1995 (Unaudited)             

     27     Financial Data Schedule              15




<PAGE>
 
                                             EXHIBIT 11
                           STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE> 
<CAPTION> 

                                                                      THREE MONTHS               THREE MONTHS
                                                                      ENDED JUNE 30,             ENDED JUNE 30,
                                                                      ------------------        ---------------- 
                                                                           1996                      1995
                                                                         -------                   -------
 
<S>                                                                           <C>                <C>
Net income available to common stockholders                                   $499,424           $154,406
Accrued dividends on preferred stock                                                 -            134,546
                                                                             ---------         ----------
Net income for computing net income and pro forma net income per share (1)     499,424            288,952
                                                                             =========         ==========
Weighted and pro forma weighted average common shares outstanding (1)        5,261,443          2,985,363
               

Shares of common stock assumed to be issued upon
     exercise of common stock options and warrants to
     purchase common stock using treasury stock method,
     including "cheap" options and warrants as outstanding for
     all periods                                                               498,557            329,637
                                                                             ---------         ----------
Weighted and pro forma weighted average number of common and common
     equivalent shares outstanding (1)                                       5,760,000          3,315,000
                                                                             =========         ==========   

Net income and pro forma net income per common and common
    equivalent shares (1)                                                        $0.09              $0.09
                                                                             =========         ========== 
</TABLE> 

(1) Pro forma weighted average shares outstanding for the three months ended
    June 30, 1995 gives retroactive effect to the conversion of the outstanding
    shares of Preferred Stock into shares of Common Stock immediately prior to
    the completion of the Company's initial public offering.



<TABLE> <S> <C>

<PAGE>
<ARTICLE>    5
       
<S>                                      <C>            <C>
<CIK>      0001003114
<NAME>   Impath Inc.
<CURRENCY>                                  US DOLLARS  US DOLLARS
<PERIOD-TYPE>                                    3-MOS       6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996 DEC-31-1996
<PERIOD-START>                             APR-01-1996  JAN-1-1996
<PERIOD-END>                               JUN-30-1996 JUN-30-1996
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                                0           0
                                          0           0
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