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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT TO QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1997 COMMISSION FILE NUMBER 0-19749
CHEMTRAK INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0295388
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
929 EAST ARQUES AVENUE, SUNNYVALE, CA 94086
(Address of principal executive offices, including zip code)
(408) 773-8156
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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 and 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 [ ]
The number of shares of Common Stock outstanding as of July 7, 1997 was
12,926,443.
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CHEMTRAK INCORPORATED
INDEX
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PAGE NO.
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PART 1: FINANCIAL INFORMATION
Item 1: Financial Statements.................................. 3
SIGNATURES.............................................................. 8
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2.
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CHEMTRAK INCORPORATED
CONDENSED BALANCE SHEETS
ASSETS
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<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
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(unaudited)
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CURRENT ASSETS:
Cash and cash equivalents $ 4,069,000 $ 4,125,000
Short-term investments -- 567,000
Accounts receivable, net 320,000 485,000
Inventories 867,000 540,000
Prepaid expenses and other current assets 159,000 320,000
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Total current assets 5,415,000 6,037,000
Property and equipment, net 2,499,000 2,738,000
Other assets 66,000 66,000
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Total assets $ 7,980,000 $ 8,841,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 446,000 $ 289,000
Accrued payroll and benefits 244,000 199,000
Other accrued liabilities 894,000 788,000
Accrued royalties 108,000 105,000
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Total current liabilities 1,692,000 1,381,000
Accrued rent 308,000 295,000
Convertible Debentures 800,000 2,135,000
STOCKHOLDERS' EQUITY:
Common stock 13,000 12,000
Additional paid-in capital 42,815,000 41,375,000
Deferred compensation (45,000) (49,000)
Accumulated deficit (37,603,000) (36,308,000)
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Total stockholders' equity 5,180,000 5,030,000
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Total liabilities and stockholders' equity $ 7,980,000 $ 8,841,000
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</TABLE>
See accompanying notes.
3.
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CHEMTRAK INCORPORATED
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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THREE MONTHS ENDED
MARCH 31,
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1997 1996
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NET REVENUES:
Product sales $ 608,000 $ 856,000
Funded research and other revenues 833,000 150,000
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Total net revenues 1,441,000 1,006,000
COST AND EXPENSES:
Cost of product sales 704,000 731,000
Research and development 453,000 744,000
Marketing, general and administrative 1,623,000 1,094,000
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Total costs and expenses 2,780,000 2,569,000
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Operating loss (1,339,000) (1,563,000)
Interest and other income 44,000 67,000
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Net loss $ (1,295,000) $(1,496,000)
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Net loss per share $ (0.11) $ (0.15)
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Shares used in calculating per share amounts 12,085,000 9,732,000
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See accompanying notes.
4.
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CHEMTRAK INCORPORATED
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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THREE MONTHS ENDED
MARCH 31,
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1997 1996
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OPERATING ACTIVITIES:
Net loss $(1,295,000) $(1,496,000)
Adjustment to reconcile net loss to net cash and
cash equivalents used in operating activities:
Interest expense and financing charges on
debentures 79,000 --
Depreciation and amortization 202,000 217,000
Accrued rent 13,000 13,000
Stock option compensation and other -- 1,000
Loss on disposal of assets 70,000 --
Change in operating assets and liabilities:
Accounts receivable 165,000 (500,000)
Inventories (327,000) (361,000)
Prepaid expenses and other current assets 161,000 103,000
Accounts payable 157,000 (17,000)
Accrued payroll and benefits 45,000 57,000
Other accrued liabilities 109,000 249,000
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Net cash and cash equivalents used in
operating activities (621,000) (1,734,000)
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INVESTING ACTIVITIES:
Proceeds from available-for-sale securities 567,000 1,499,000
Acquisition of property and equipment, net (33,000) (142,000)
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Net cash and cash equivalents provided by
investing activities 534,000 1,357,000
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FINANCING ACTIVITIES:
Proceeds from issuance of common stock 31,000 32,000
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Net decrease in cash and cash equivalents (56,000) (345,000)
Cash and cash equivalents at beginning of period 4,125,000 4,251,000
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Cash and cash equivalents at end of period $ 4,069,000 $ 3,906,000
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SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES:
Conversion of convertible debentures and accrued
interest to common stock $ 1,414,000 $ --
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</TABLE>
See accompanying notes.
5.
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CHEMTRAK INCORPORATED
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements include all adjustments
consisting of normal recurring adjustments which the Company's management
believes to be necessary to fairly present the Company's financial position as
of March 31, 1997, and the results of operations for the three months ended
March 31, 1997.
The operating results of the interim periods presented are not
necessarily indicative of the results for the full year. The accompanying
financial statements should be read in conjunction with the financial statements
for the year ended December 31, 1996 (the "Form 10-K"), and the 1996 Annual
Report to Stockholders (the "Annual Report"). The information set forth in the
accompanying balance sheet as of December 31, 1996, has been derived from the
audited balance sheet included in the above-referenced Form 10-K and Annual
Report.
NOTE 2: NET LOSS PER SHARE
Net loss per share is computed using the weighted number of shares
outstanding. Common equivalent shares from stock options are excluded in the
computation as their effect is antidilutive.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute loss per share and to restate all prior
periods. under the new requirements for calculating primary loss per share, the
dilutive effect of stock options will be excluded. The primary loss per share
for the first quarter ended March 31, 1997 and March 31, 1996 would not change
as reported. The impact of Statement 128 is expected to result in a decrease of
fully diluted loss per share for the first quarter ended March 31, 1997 of
($0.01) and no change for the first quarter ended March 31, 1996.
NOTE 3: INVENTORIES
Inventories are stated at the lower of standard cost (which
approximates actual costs on a first-in, first-out basis) or market. Inventories
consisted of the following:
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<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
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Raw materials $398,000 $289,000
Work in process 92,000 63,000
Finished goods 377,000 188,000
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Total $867,000 $540,000
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NOTE 4: CONVERTIBLE DEBENTURES
In May 1996, the Company issued $5,000,000 of convertible debentures
resulting in net proceeds to the Company of $4,700,000 after deducting selling
commissions. The debentures, which are due in May 1998, are convertible into
common stock at the lower of 110% of the average closing bid prices during the
ten-day trading period ending with the initial debenture funding date, or 82.5%
of the similarly-defined average ten-day market price ending with the conversion
date. The Company has the option to convert the amount of periodic interest due
on the convertible debentures, computed at the rate of 7.5% per annum, into
common stock of the Company in lieu of cash payments. Through March 31, 1997,
all interest obligations on the debentures have been settled by the issuance of
common stock.
6.
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As of March 31, 1997, total principal of $4,305,000 had been converted
into 2,728,852 shares of common stock and approximately 84,436 shares were
issued to settle interest obligations.
7.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CHEMTRAK INCORPORATED
By: __________________________________
Edward F. Covell
President, Chief Executive
Officer, and Director
(Principal Executive Officer)
Date: ________________________________
8.
