SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
AMENDMENT No. 1 TO
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-97722
Neuromedical Systems, Inc.
- -----------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3526980
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Two Executive Boulevard, Suffern, NY 10901-4164
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(Address of Principal Executive Offices)
Registrant's telephone number including area code: (914) 368-3600
----------------
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(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
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
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As of April 30, 1996, an aggregate of 29,083,548 shares of common
stock were outstanding.
This Form 10-Q/A is being filed to amend Item 1 of Part 1 to correct the
number of authorized shares of the Registrant as set forth in the condensed
consolidated balance sheets herein.
<PAGE>
NEUROMEDICAL SYSTEMS, INC.
Table of Contents
Form 10-Q for the Quarterly Period
Ended March 31, 1996
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets,
March 31, 1996 (unaudited) and December
31, 1995 4
Condensed Consolidated Statements of
Operations for the Three Months Ended
March 31, 1996 and 1995 (unaudited) 5
Statements of Cash Flows for the three
Months Ended March 31, 1996 and 1995
(unaudited) 6
Note to Condensed Consolidated Financial
Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings. 15
Item 2. Changes in Securities. 15
Item 3. Defaults upon Senior Securities. 15
Item 4. Submission of Matters to a Vote
of Security Holders. 15
Item 5. Other Information. 15
Item 6. Exhibits and Reports on Form 8-K. 16
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Neuromedical Systems, Inc. and Subsidiaries
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $105,809,000 $114,143,000
Accounts receivable, net of allowance 702,000 900,000
Prepaid expenses 409,000 596,000
Other current assets 297,000 105,000
------------ ------------
Total current assets 107,217,000 115,744,000
Property and equipment 13,372,000 11,216,000
Patent and patent application costs,
net of accumulated amortization
(1996-$367,000, 1995-$325,000) 291,000 333,000
Other assets 55,000 55,000
------------ ------------
$120,935,000 $127,348,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes and bank loans payable--short-term $ 594,000 $ 583,000
Current portion of capital lease
obligations 866,000 680,000
Accounts payable 1,603,000 2,045,000
Accrued liabilities 3,390,000 3,323,000
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Total current liabilities 6,453,000 6,631,000
Notes and bank loans payable--long-term 3,422,000 3,436,000
Notes payable--stockholder 600,000 600,000
Capital lease obligations, less current
portion 2,435,000 2,014,000
Commitments and contingencies
Stockholders' equity
Convertible preferred stock, $.0001
par value; authorized - 10,000,000
shares; none issued and outstanding _ _
Common stock, $.0001 par value;
authorized - 100,000,000 shares;
issued and outstanding 28,808,485
shares in 1996 and 28,804,828 shares
in 1995 3,000 3,000
Additional paid-in capital 175,238,000 175,237,000
Accumulated deficit (67,197,000) (60,350,000)
Foreign currency translation (19,000) (223,000)
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Total stockholders' equity 108,025,000 114,667,000
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$120,935,000 $127,348,000
============ ============
</TABLE>
See accompanying note.
<PAGE>
Neuromedical Systems, Inc. and Subsidiaries
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
Revenues:
Slide processing $ 651,000 $ 504,000
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Total revenues 651,000 504,000
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Costs and Expenses:
Cost of sales 1,691,000 1,253,000
Marketing 3,517,000 891,000
Research and development 1,550,000 1,195,000
General and administrative 1,741,000 1,177,000
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Total costs and expenses 8,499,000 4,516,000
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Loss from operations (7,848,000) (4,012,000)
Other income (expense):
Interest income 1,483,000 39,000
Interest expense (248,000) (240,000)
Foreign exchange (234,000) 353,000
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Other income (expense)-net 1,001,000 152,000
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Net loss $ (6,847,000) $ (3,860,000)
=============== ===============
Net loss per share (1995 on a
pro forma basis) $ (0.24) $ (0.23)
=============== ==============
Shares used in computation of
net loss per share 28,808,000 16,763,000
=============== ==============
</TABLE>
See accompanying note.
<PAGE>
Neuromedical Systems, Inc. and Subsidiaries
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
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<S> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (6,847,000) $ (3,860,000)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 758,000 794,000
Changes in operating assets and
liabilities:
Decrease (increase) in accounts
receivable 198,000 (170,000)
(Decrease) increase in accounts payable
(442,000) 668,000
Increase (decrease) in accrued
liabilities 67,000 (225,000)
(Increase) decrease in prepaid expenses
and other assets (5,000) 355,000
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Net cash used in operating activities (6,271,000) (2,438,000)
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INVESTING ACTIVITIES
Purchases of property and equipment (2,958,000) (1,969,000)
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Net cash used in investing activities (2,958,000) (1,969,000)
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FINANCING ACTIVITIES
Restricted cash - (14,000)
Issuance of common stock 1,000 -
Issuance of convertible preferred
stock - 3,236,000
Repayments to licensees - (30,000)
Proceeds from notes and bank loans 399,000 935,000
Payment of notes and bank loans (398,000) (61,000)
Payments on capital leases (172,000) (153,000)
Proceeds from capital lease financing 822,000 1,272,000
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Net cash provided by financing
activities 652,000 5,185,000
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EFFECT OF EXCHANGE RATE CHANGES
ON CASH 243,000 (6,000)
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Net increase (decrease) in cash and
cash equivalents (8,334,000) 772,000
Cash and cash equivalents, beginning
of period 114,143,000 1,235,000
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Cash and cash equivalents, end of
period $105,809,000 $2,007,000
============= =============
</TABLE>
See accompanying note.
<PAGE>
Neuromedical Systems, Inc. and Subsidiaries
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1996
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and in
accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes
thereto included in the Neuromedical Systems, Inc. (the "Company" or
"NSI") Annual Report on Form 10-K for the year ended December 31,
1995 (the "1995 Form 10-K"). Operating results for the three month
period ended March 31, 1996 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1996.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, a duly authorized officer and the Company's
principal financial officer.
NEUROMEDICAL SYSTEMS, INC.
Dated: May 23, 1996 By: /s/ David Duncan, Jr.
David Duncan, Jr.
Vice President, Finance and
Administration, Chief Financial
Officer
