|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: COGNEX CORP, 10-Q, 1996-11-08 |
Next: NEOPATH INC, S-8, 1996-11-08 |
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q/A
Amendment No. 3
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1995 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-25210
NeoPath, Inc.
(Exact name of registrant as specified in its charter)
Washington 91-1436093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8271 - 154th Avenue NE, Redmond, Washington 98052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 869-7284
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 October 31, 1995
(Common stock, $.01 par value) 9,794,002
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
NeoPath, Inc.
(a development stage company)
Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- --------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,169,848 $ -
Securities available-for-sale 25,862,081 2,295,095
Inventories 1,437,378 1,263,926
Other current assets 224,041 172,608
------------- --------------
Total current assets 29,693,348 3,731,629
Property and equipment, net 1,569,928 846,388
Other assets 322,214 615,467
------------- --------------
Total assets $31,585,490 $ 5,193,484
============= ==============
Liabilities and shareholders' equity
Current liabilities:
Note payable $ 500,000 $ -
Accounts payable 276,236 725,087
Accrued liabilities 980,762 522,829
Current portion of obligations under capital leases 219,384 167,625
------------- --------------
Total current liabilities 1,976,382 1,415,541
Obligations under capital leases, less current
portion 287,424 176,033
Commitments and contingencies
Shareholders' equity:
Convertible preferred stock - 32,929,062
Common stock 71,571,933 3,158,257
Deferred compensation (259,512) (453,447)
Deficit accumulated during the development stage (41,990,737) (32,031,962)
------------- --------------
Total shareholders' equity 29,321,684 3,601,910
------------- --------------
Total liabilities and shareholders' equity $31,585,490 $ 5,193,484
============= ==============
See accompanying notes.
</TABLE>
<PAGE>
NeoPath, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Period from
January 26,
1989 (date of
Three months ended Nine months ended inception) to
September 30, September 30, September 30,
1995 1994 1995 1994 1995
-------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Operating expenses:
Research and development 2,288,350 2,709,277 6,893,690 6,458,076 30,395,692
General and administrative 1,839,096 565,755 4,431,488 2,390,672 13,005,631
-------------- ------------ ------------- ------------ -------------
Loss from operations 4,127,446 3,275,032 11,325,178 8,848,748 43,401,323
Interest expense 19,525 16,205 62,554 64,568 543,339
Interest income (544,794) (102,605) (1,368,363) (179,785) (1,909,756)
-------------- ------------ ------------- ------------ -------------
Net loss $ 3,602,177 $ 3,188,632 $ 10,019,369 $ 8,733,531 $ 42,034,906
============== ============ ============ ============ ============
Net loss per share $0.37 $1.73 $1.15 $4.74
===== ===== ===== =====
Shares used in computation of
net loss per share 9,684,305 1,844,851 8,732,957 1,842,661
============== ============ ============ ============
Proforma:
Net loss per share $0.37 $0.49 $1.08 $1.39
===== ===== ===== =====
Shares used in computation of
net loss per share 9,684,305 6,510,049 9,272,277 6,283,828
============== ============ ============ ============
See accompanying notes.
</TABLE>
<PAGE>
NeoPath, Inc.
(a development stage company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from
January 26,
1989 (date of
Nine months ended inception) to
September 30, September 30,
1995 1994 1995
---------------- ---------------- ---------------
<S> <C> <C> <C>
Operating activities
Net loss $(10,019,369) $(8,733,531) $(42,034,906)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 370,947 207,229 1,487,233
Deferred compensation 193,935 - 514,488
Common stock issued for services/donation 350,000 - 393,846
Preferred stock issued in satisfaction
of accrued interest - - 184,338
Loss in disposal of equipment 12,240 - 65,927
Accrued interest on securities
available-for-sale (468,976) (88,453) (528,116)
Net change in operating accounts:
Accounts payable and accrued liabilities 9,082 158,701 1,019,181
Inventories (173,452) (802,258) (1,437,378)
Other (81,193) (31,169) (239,057)
---------------- ---------------- ---------------
Net cash used in operating activities (9,806,786) (9,289,481) (40,574,444)
Investing activities
Purchases of securities available-for-sale (30,966,166) (9,145,429) (40,111,595)
Maturities of securities available-for-sale 7,928,751 2,996,179 14,821,800
Additions to property and equipment (1,106,728) (515,388) (3,086,832)
Other 272,726 - 198,529
---------------- ---------------- ---------------
Net cash used in investing activities (23,871,417) (6,664,638) (28,178,098)
Financing activities
Issuance of notes - - 5,515,000
Proceeds from bank note 500,000 - 500,000
Issuance of common stock, net 34,740,266 - 34,740,266
Issuance of preferred stock, net - 14,914,971 29,254,333
Exercise of stock options/warrants 394,348 58,372 679,641
Proceeds from sale/leaseback transactions 317,594 152,468 1,455,258
Principal payments on capital leases (154,444) (108,011) (948,449)
Deposits 50,287 - (273,659)
---------------- ---------------- ---------------
Net cash provided by financing activities 35,848,051 15,017,800 70,922,390
Net increase (decrease) in cash and cash
equivalents 2,169,848 (936,319) 2,169,848
Cash and cash equivalents:
Beginning of period - 1,001,037 -
---------------- ---------------- ---------------
End of period $ 2,169,848 $ 64,718 $ 2,169,848
================ ================ ===============
See accompanying notes.
</TABLE>
<PAGE>
NeoPath, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Interim Financial Information
The condensed financial statements included herein have been
prepared by NeoPath, Inc. (the "Company") without audit, according to the
rules and regulations of the Securities and Exchange Commission (the
"Commission"). Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations. The financial statements reflect, in the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position and results of operations as of and for
the periods indicated. The statements should be read in conjunction with the
audited financial statements and the notes thereto included in the Company's
Form 10-K for the year ended December 31, 1994, as filed with the Commission
on March 29, 1995.
The results of operations for interim periods are not necessarily
indicative of results to be expected for the entire year ending December 31,
1995, or for any other fiscal period.
Net Loss Per Share
Net loss per share is computed based upon the weighted average number of
common shares outstanding during the period. Common equivalent shares are not
included in the computation because the effect of their inclusion would be
antidilutive, except that, in accordance with the Commission's requirements,
common and common equivalent shares issued during the twelve months prior to
the Company's initial public offering have been included in the calculation as
if they were outstanding for all periods prior to the initial public offering
using the treasury stock method.
Upon completion of the Company's initial public offering, all outstanding
shares of preferred stock converted to common stock. Pro forma net loss per
share reflects the assumption that all preferred shares converted to common
stock at the time of issuance.
Subsequent Events
During October 1995, two major clinical laboratories announced agreements
with the Company to become the initial laboratories to use the Company's AutoPap
300 QC Automatic Pap Screener System (the "AutoPap QC") as part of their quality
control procedures. They expect to start using the AutoPap QCs beginning as
early as January 1996. The Company will retain ownership of the AutoPap QCs
which will be operated in clinical laboratories on a pay-per-slide processed
basis. AutoPap QCs will be reclassified from inventory to depreciable equipment
upon placement into commercial service.
<PAGE>
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report.
Exhibit No. Description
------------------------------------------------------------------------
10.2* Master equipment lease by and between NeoPath, Inc., and
Pacific Office Automation dated and effective
September 29, 1995
10.3** NeoPath, Inc. Proposal to SmithKline Beecham Clinical
Laboratories dated as of October 5, 1995
10.4** NeoPath, Inc. Proposal to Corning Clinical Laboratories dated
as of October 11,1995
11.1 Computation of net loss per share
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30,
1995.
* Previously filed
** Previously filed and confidential treatment requested
<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.
NeoPath, Inc.
Date: November 7, 1996 By: /s/ ALAN C. NELSON
------------------
Alan C. Nelson
President, Chief Executive Officer
By: /s/ ROBERT C. BATEMAN
---------------------
Robert C. Bateman
Corporate Controller
Acting Chief Accounting Officer
<PAGE>
NEOPATH, INC.
EXHIBIT INDEX
Exhibit No. Description
-------------------------------------------------------------------------
10.2* Master equipment lease by and between NeoPath, Inc., and
Pacific Office Automation dated and effective
September 29, 1995
10.3** NeoPath, Inc. Proposal to SmithKline Beecham Clinical
Laboratories dated as of October 5, 1995
10.4** NeoPath, Inc. Proposal to Corning Clinical Laboratories dated
as of October 11,1995
11.1 Computation of net loss per share
27 Financial Data Schedule
* Previously filed
** Previously filed and confidential treatment requested
Exhibit 11.1
NeoPath, Inc.
Computation of Net Loss Per Share
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1995 1994 1995 1994
----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net loss $3,602,177 $ 3,188,632 $10,019,369 $8,733,531
=========== ============= ============= =============
Historical:
Shares used in calculating net loss per share -
Weighted average common shares outstanding 9,684,305 410,641 8,732,957 377,484
Net effect of stock options exercised and stock options
and warrants granted during the 12 months prior to
the Company's initial public offering at less
than the offering price, calculated using
the treasury stock method at the offering price of
$11.00 per share, and treated as outstanding
for all periods prior to January 1995 - 490,151 - 521,118
Net effect of convertible preferred stock, after the effect of
conversion to common stock, issued during the 12
months prior to the Company's initial public offering,
at less than the offering price, calculated using the
treasury stock method at the offering price
of $11.00 per share, and treated as outstanding
for all periods prior to January 1995 - 944,059 - 944,059
----------- ------------- ------------- -------------
Total 9,684,305 1,844,851 8,732,957 1,842,661
=========== ============= ============= =============
Net loss per share $0.37 $1.73 $1.15 $4.74
===== ===== ===== =====
Pro forma:
Shares used in calculating pro forma net loss per share -
Weighted average common shares outstanding 9,684,305 410,641 8,732,957 377,484
Weighted average common shares giving effect to
conversion of convertible preferred stock to common
stock for all periods subsequent to issuance - 5,609,257 539,320 5,385,226
Net effect of stock options exercised and stock options and
warrants granted during the 12 months prior to the Company's
initial public offering at less than the offering price,
calculated using the treasury stock method at the offering
price of $11.00 per share, and treated as outstanding for
all periods prior to January 1995 - 490,151 - 521,118
----------- ------------- ------------- -------------
Total 9,684,305 6,510,049 9,272,277 6,283,828
=========== ============= ============= =============
Pro forma net loss per share $0.37 $0.49 $1.08 $1.39
===== ===== ===== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the form
10Q/A Amendment No.3 as of September 30,1995 and for the nine months then ended,
and is qualified in its entirety by reference to such financial statements and
footnotes.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,169,848
<SECURITIES> 25,862,081
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,437,378
<CURRENT-ASSETS> 29,693,348
<PP&E> 1,569,928
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,585,490
<CURRENT-LIABILITIES> 1,976,382
<BONDS> 0
0
0
<COMMON> 71,571,933
<OTHER-SE> (42,250,249)
<TOTAL-LIABILITY-AND-EQUITY> 31,585,490
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,325,178
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62,554
<INCOME-PRETAX> (10,019,369)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,019,369)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,019,369)
<EPS-PRIMARY> (1.15)
<EPS-DILUTED> 0
</TABLE>
|
|