<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
[ X ] QUARTERLY REPORT
For the quarterly period ended March 31, 1996
METRA BIOSYSTEMS, INC.
(Exact Name of Registrant as specified in its charter)
0-26234
Commission File Number
CALIFORNIA 33-0408436
(State or other jurisdiction of (I.R.S.Employer Identification Number)
incorporation or organization)
265 North Whisman Road, Mountain View, CA 94043-3911
(Address of Registrant's principal executive offices)
(415) 903-9100
(Registrant's telephone number including area code)
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.
[ X ]Yes [ ] No.
The number of shares of the Registrant's common stock outstanding as of May
8, 1996 was 12,577,378.
1
<PAGE>
PART I. - FINANCIAL INFORMATION
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
----------- -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,338 $ 2,317
Investment securities available for sale, at market 21,565 1,000
Accounts receivable, net 689 518
Interest receivable 480 42
Inventories 1,157 638
Other current assets 400 200
----------- -----------
Total current assets 29,629 4,715
Property and equipment, net 4,437 1,898
Other assets, net 262 787
----------- -----------
$ 34,328 $ 7,400
----------- -----------
----------- -----------
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Current portion of capital lease obligations $ 407 $ 52
Accounts payable 727 1,055
Accrued expenses 1,759 849
----------- -----------
Total current liabilities 2,893 1,956
Capital lease obligations 1,461 40
----------- -----------
Total liabilities 4,354 1,996
Manditorily redeemable convertible preferred stock - 23,260
Common stock 10 1
Capital in excess of par value of common stock 65,736 990
Notes receivable from shareholders (110) (169)
Deferred compensation (92) (187)
Foreign currency translation adjustment 26 -
Unrealized gain (loss) on securities available for
sale (15) (1)
Accumulated deficit (35,581) (18,490)
----------- -----------
Total shareholders' equity (deficit) 29,974 (17,856)
----------- -----------
$ 34,328 $ 7,400
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter ended Nine months ended
March 31, March 31,
-------------------------- ---------------------------
1996 1995 1996 1995
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 1,062 $ 718 $ 2,836 $ 1,800
Partner revenue 178 264 1,854 551
----------- ----------- ---------- ----------
Total revenues 1,240 982 4,690 2,351
----------- ----------- ---------- ----------
Operating expenses:
Cost of product sales 764 432 2,152 1,355
Research and development 1,047 1,040 2,794 2,395
Sales and marketing 2,039 850 4,685 1,999
General and administrative 859 776 2,061 1,484
Acquired in-process
research and development 11,291 -- 11,291 --
----------- ----------- ---------- ----------
Total operating expenses 16,000 3,098 22,983 7,233
----------- ----------- ---------- ----------
Loss from operations (14,760) (2,116) (18,293) (4,882)
Interest income, net 342 81 1,202 279
----------- ----------- ---------- ----------
Net loss (14,418) (2,035) (17,091) (4,603)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
Net loss per share $ (1.40) $ (0.32) $ (1.73) $ (0.73)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
Weighted average shares used
to compute net loss per share 10,264,400 6,300,522 9,862,216 6,295,286
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
March 31,
---------------------
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (17,091) $ (4,603)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 597 408
Increase in inventory reserve 51 224
Write-off of acquired in-process research and
development 11,291 --
Amortization of deferred compensation and
compensation expenses paid in stock 95 410
Forgiveness of notes receivable from officers 26 41
Changes in operating assets and liabilities:
Receivables (609) (201)
Inventories (570) (458)
Other current assets (878) (33)
Other assets (146) (15)
Accounts payable and accrued expenses (164) 38
---------- ----------
Net cash used in operating activities (7,398) (4,189)
Cash flows from investing activities:
Purchases of investment securities (30,430) (1,571)
Maturities and sales of investment securities 9,851 575
Purchases of property and equipment (3,085) (274)
Notes receivable from officers -- (170)
Repayment of notes receivable from shareholders 59 --
---------- ----------
Net cash (used in) provided by investing
activities (23,605) (1,440)
Cash flows from financing activities:
Increase (decrease) in capital lease obligations 1,776 (152)
Proceeds from sales of common stock 32,222 115
---------- ----------
Net cash provided by (used in) financing
activities 33,998 (37)
Effect of exchange rates on cash 26 --
---------- ----------
Net increase (decrease) in cash and cash equivalents 3,021 (5,666)
Cash and cash equivalents at beginning of period 2,317 8,502
---------- ----------
Cash and cash equivalents at end of period $ 5,338 $ 2,836
---------- ----------
---------- ----------
Supplemental disclosure of cash flow information
- cash paid during the period for interest $ 56 $ 26
---------- ----------
---------- ----------
Supplemental disclosure of noncash investing and
financing activities - conversion of mandatorily
redeemable preferred stock and common stock warrant to
common stock $ 23,260 --
---------- ----------
---------- ----------
Upon completion of the Initial Public Offering, $727 of
prepaid IPO costs were debited to additional paid in
capital 727 --
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996 and 1995
(Unaudited)
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) THE COMPANY
Metra Biosystems, Inc. ("Metra" or the "Company") was incorporated on
March 21, 1990. Since the commencement of operations the Company has been
engaged in the development and commercialization of diagnostic products for
the detection and management of metabolic bone diseases and disorders.
In December 1993, the Company incorporated a wholly-owned subsidiary,
Metra Biosystems (U.K.) Ltd., that is responsible for the commercialization
of Metra's products in Europe.
In January 1996, the Company acquired Osteo Sciences Corporation, now a
wholly-owned subsidiary, responsible for research and development of the
Company's ultrasound technology.
(b) NET LOSS PER SHARE
Except as noted below, net loss per share is computed using the weighted
average number of shares of common stock outstanding. Common equivalent
shares from stock options and warrants are excluded from the computation as
their effect is anti-dilutive, except that, pursuant to the Securities and
Exchange Commission Staff Accounting Bulletin No. 83, common stock issued for
consideration below the Company's $10.00 per share initial public offering
(IPO) price and stock options granted with exercise prices below the IPO
price during the 12-month period preceding June 30, 1995, the date the
Registration Statement was declared effective, even when anti-dilutive, have
been included in the calculation of common equivalent shares for the prior
period, using the treasury stock method based on the $10.00 per share initial
public offering price, as if they were outstanding for the period presented.
Furthermore, pursuant to Securities and Exchange Commission staff
policy, common equivalent shares from convertible preferred stock and
warrants that were converted upon the completion of the Company's IPO are
included (using the as if-converted method) in the calculation.
5
<PAGE>
2. INITIAL PUBLIC OFFERING
On April 26, 1995, the Board of Directors authorized management of the
Company to file a Registration Statement with the Securities and Exchange
Commission ("SEC") permitting the Company to sell shares of its common stock to
the public. The Registration Statement was filed on May 18, 1995 and was
declared effective by the SEC on June 30, 1995.
In July 1995, the Company issued 3,450,000 shares of common stock to the
public at $10.00 per share. After deducting underwriting discounts,
commissions and fees, the Company received proceeds of $32,085,000. Total
additional expenses associated with the offering were $727,000, resulting in
net proceeds of $31,358,000.
3. INVESTMENT SECURITIES
Investment securities which are classified as available for sale at
March 31, 1996 and June 30, 1995 and are due within one year, include the
following:
March 31, June 30,
1996 1995
----------- -----------
Fair Value (in thousands)
U.S. Government securities $ 10,295 $ -
Corporate bonds 11,270 1,000
----------- -----------
$ 21,565 $ 1,000
----------- -----------
----------- -----------
Cost
U.S. Government securities $ 10,302 $ -
Corporate bonds 11,278 1,001
----------- -----------
$ 21,580 $ 1,001
----------- -----------
----------- -----------
4. INVENTORIES
Inventories consist of the following:
March 31, June 30,
1996 1995
----------- -----------
(in thousands)
Raw materials $ 249 $ 149
Finished goods 908 489
----------- -----------
$ 1,157 638
----------- -----------
----------- -----------
6
<PAGE>
5. LEASE COMMITMENTS
In December 1995, the Company entered into two new leasing arrangements
to finance $2,750,000 of equipment and building improvements. As of March 31,
1996, $1,816,000 was outstanding in conjunction with these leases and
$828,000 remains available for further borrowings. The leases are both
classified as capital leases and expire in fiscal year 2000. Both leasing
agreements include negative covenants which require an irrevocable letter of
credit in the event of the Company's non-compliance with the covenants.
6. ACQUISITION -- OSTEO SCIENCES CORPORATION
On January 31, 1996, the Company purchased Osteo Sciences Corporation
("Osteo") for 541,072 shares of Metra Common Stock valued at approximately
$9,672,000 and options to purchase 19,343 shares of Metra Common Stock valued
at approximately $345,000. Additional costs associated with the transaction
along with net liabilities assumed were approximately $1,274,000. A
substantial amount of the value of Osteo is related to in-process research
and development; accordingly, the Company incurred a one-time write-off of
$11,291,000 during the third quarter ended March 31, 1996.
The following pro forma information does not purport to be indicative of
what would have occurred had the acquisition been made as of those dates or
of results which may occur in the future. The pro forma information does not
include the write-off of purchased in-process research and development of
$11,291,000. The following table shows pro forma results of operations
assuming the acquisition of Osteo had been consummated at the beginning of
the period presented:
Nine months ended March 31,
1996 1995
---------- ----------
(in thousands, except per
share amounts)
Total Revenues $4,690 $2,351
---------- ----------
---------- ----------
Net loss before nonrecurring charges ($6,172) ($5,094)
---------- ----------
---------- ----------
Net loss per share before nonrecurring
charges ($0.60) ($0.75)
---------- ----------
---------- ----------
Shares used in calculation of per
share amounts 10,224 6,836
---------- ----------
---------- ----------
7
<PAGE>
7. SUBSEQUENT EVENT
In April 1996, the Company issued 2,000,000 shares of its common stock
at $13.50 per share in a public offering. An additional 300,000 shares were
issued in May 1996 due to the exercise of the over-allotment option by the
underwriters of such public offering. After deducting underwriting discounts,
commissions and fees, the Company received proceeds of $29,187,000. Total
additional expenses associated with the offering are estimated to be
$450,000, resulting in estimated net proceeds of $28,737,000.
8. MANAGEMENT REPRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared by the Company, pursuant to the rules and regulations of the SEC,
and reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results for the interim periods
presented. Operating results for the quarter and nine months ended March 31,
1996 are not necessarily indicative of the results to be expected for the
year.
Certain information in footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted pursuant to such rules
and regulations. It is suggested that these consolidated condensed financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto contained in the Company's Annual Report on Form 10-K
for the year ended June 30, 1995, previously filed with the SEC.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE FOLLOWING IS A
FORWARD-LOOKING STATEMENT THAT IS SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES.
THESE RISKS AND UNCERTAINTIES INCLUDE THE RISK THAT THE COMPANY'S PRODUCTS
WILL NOT ACHIEVE MARKET ACCEPTANCE, THE COMPANY'S RELIANCE UPON COLLABORATIVE
RELATIONSHIPS AND THE INTENSE COMPETITION IN THE MARKET FOR BIOCHEMICAL
MARKERS, AS WELL AS THE OTHER RISKS AND UNCERTAINTIES DESCRIBED HEREIN AND
FURTHER DESCRIBED UNDER THE HEADING "RISK FACTORS" IN THE COMPANY'S
PROSPECTUSES DATED APRIL 23, 1996 AND JUNE 30, 1995 RESPECTIVELY, DELIVERED
IN CONNECTION WITH THE COMPANY'S PUBLIC OFFERINGS, AND IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1995.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
Total revenues for the quarter ended March 31, 1996 increased to
$1,240,000 from $982,000 for the quarter ended March 31, 1995. This increase
in total revenues reflects an increase in product sales and a decrease in
partner revenues.
Product sales for the quarter ended March 31, 1996 increased to
$1,062,000 from $718,000 for the quarter ended March 31, 1995. This increase
in product sales was due to broader acceptance of the Company's bone
resorption and formation tests for research purposes and for clinical use
internationally and, to a lesser extent, the introduction of
Pyrilinks-Registered Trademark--D for clinical use in the U.S. after the
Company received U.S. Food and Drug Administration ("FDA") clearance in
December 1995. Prior to the Company's receiving clearance from the FDA,
Pyrilinks-Registered Trademark--D was available in the U.S. for research
purposes only.
Partner revenues for the quarter ended March 31, 1996 decreased to
$178,000 from $264,000 for the quarter ended March 31, 1995. This decrease
resulted primarily from a decrease in non-recurring milestone payments from
corporate partners, partially offset by an increase in reagent sales to
collaborative partners.
Cost of product sales for the quarter ended March 31, 1996 increased to
$764,000 from $432,000 for the quarter ended March 31, 1995, reflecting the
increased volume of products sold and additional overhead expenses associated
with the facilities growth to support manufacturing scale-up in preparation
for expanded commercial operations. The expansion and scale-up costs include
but are not limited to automation to support increased volumes and expanded
GMP and quality programs.
Research and development expenses were relatively flat for the quarter
ended March 31, 1996 at $1,047,000 as compared to $1,040,000 for the quarter
ended March 31, 1995. The Company increased spending for internal product
development programs, including the newly acquired ultrasound program, as
well as external collaborative research efforts. These increases were offset
by a reduction in clinical expenses associated with the preparation of the
FDA 510(k) submission in the prior year. The Company expects to increase its
research and development expenditures during the next several years to
continue to enhance and expand its product lines as well as to pursue the
expansion of the claims for current products.
9
<PAGE>
Sales and marketing expenses for the quarter ended March 31, 1996
increased to $2,039,000 from $850,000 for the quarter ended March 31, 1995,
due to increased staffing in domestic and international locations, the
establishment of a sales office in Milan, Italy, and the costs of additional
programs being implemented to support the clinical launch of the Company's
products in the U.S. following recent clearances by the FDA. Sales and
marketing expenditures are expected to increase significantly in the next
several years as additional marketing programs and sales and marketing staff
are added to support the expansion of sales operations domestically and
internationally.
General and administrative expenses for the quarter ended March 31, 1996
increased to $859,000 from $776,000 for the quarter ended March 31, 1995, due
to increased personnel costs and additional expenses associated with being a
public company. The Company expects to increase its general and
administrative expenditures during the next several years to support the
Company's growth.
On January 31, 1996, the Company purchased Osteo Sciences Corporation
("Osteo") for 541,072 shares of Metra Common Stock valued at approximately
$9,672,000 and options to purchase 19,343 shares of Metra Common Stock valued
at approximately $345,000. Additional costs associated with the transaction
along with net liabilities assumed were approximately $1,274,000. A
substantial amount of the value of Osteo is related to in-process research
and development; accordingly, the Company incurred a one-time write-off of
$11,291,000 during the third quarter ended March 31, 1996.
Net interest income for the quarter ended March 31, 1996 increased to
$342,000 from $81,000 for the quarter ended March 31, 1995 primarily as a
result of the investment of the proceeds from the Company's Initial Public
Offering.
NINE MONTHS ENDED MARCH 31, 1996 AND 1995
Total revenues for the nine months ended March 31, 1996 increased to
$4,690,000 from $2,351,000 for the nine months ended March 31, 1995. This
increase in total revenues reflects an increase in both product sales and
partner revenues.
Product sales for the nine months ended March 31, 1996 increased to
$2,836,000 from $1,800,000 for the nine months ended March 31, 1995. This
increase in product sales was due to broader acceptance of the Company's bone
resorption and formation tests for research purposes and for clinical use
internationally and, to a lesser extent, the introduction of
Pyrilinks-Registered Trademark--D for clinical use in the U.S. after the
Company received FDA clearance in December 1995. Prior to the Company's
receiving clearance from the FDA, Pyrilinks-Registered Trademark--D was
available in the U.S. for research purposes only.
Partner revenues for the nine months ended March 31, 1996 increased to
$1,854,000 from $551,000 for the nine months ended March 31, 1995. This
increase resulted primarily from an increase in non-recurring milestone
payments from corporate partners, earned upon receipt of FDA clearance of
Pyrilinks-Registered Trademark- (November 1995) and Pyrilinks-Registered
Trademark--D (December 1995), and to a lesser extent an increase in reagent
sales to collaborative partners.
Cost of product sales for the nine months ended March 31, 1996 increased
to $2,152,000 from $1,355,000 for the nine months ended March 31, 1995,
reflecting the increased volume of
10
<PAGE>
products sold and additional overhead expenses associated with the facilities
growth to support manufacturing scale-up in preparation for expanded
commercial operations.
Research and development expenses for the nine months ended March 31,
1996 increased to $2,794,000 from $2,395,000 for the nine months ended March
31, 1995 due to costs for the Company's internal product development
programs, including the newly acquired ultrasound program, and external
collaborative research efforts. These increases were partially offset by a
reduction in clinical expenses associated with the preparation of the FDA
510(k) submission in the prior year. The Company expects to increase its
research and development expenditures during the next several years to
continue to enhance and expand its product lines as well as to pursue the
expansion of the claims for current products.
Sales and marketing expenses for the nine months ended March 31, 1996
increased to $4,685,000 from $1,999,000 for the nine months ended March 31,
1995, due to increased staffing in domestic and international locations, and
due to the costs of additional programs being implemented to support the
clinical launch of the Company's products in the U.S. following recent
clearances by the FDA. Sales and marketing expenditures are expected to
increase significantly in the next several years as additional marketing
programs and sales and marketing staff are added to support the expansion of
sales operations domestically and internationally.
General and administrative expenses for the nine months ended March 31,
1996 increased to $2,061,000 from $1,484,000 for the nine months ended March
31, 1995, due to increased personnel costs and additional expenses associated
with being a public company. The Company expects to increase its general and
administrative expenditures during the next several years to support the
Company's growth.
On January 31, 1996, the Company purchased Osteo Sciences Corporation
("Osteo") for 541,072 shares of Metra Common Stock valued at approximately
$9,672,000 and options to purchase 19,343 shares of Metra Common Stock valued
at approximately $345,000. Additional costs associated with the transaction
along with net liabilities assumed were approximately $1,274,000. A
substantial amount of the value of Osteo is related to in-process research
and development; accordingly, the Company incurred a one-time write-off of
$11,291,000 during the third quarter ended March 31, 1996.
Net interest income for the nine months ended March 31, 1996 increased
to $1,202,000 from $279,000 for the nine months ended March 31, 1995
primarily as a result of the investment of the proceeds from the Company's
Initial Public Offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations from inception primarily through
the sale of preferred and common stock, payments related to collaborative
research and development agreements, sales of the Company's diagnostic
products for research and clinical use and, to a lesser extent, through
equipment financing. In July 1995, the Company completed its Initial Public
Offering of 3,450,000 shares of common stock. All preferred stock was
automatically converted into shares of common stock upon closing of the
offering. The cash proceeds from the Initial Public Offering, net of
underwriters discounts were $32,085,000. Total additional expenses
associated with the offering were $727,000, resulting in net proceeds from
the offering of $31,358,000.
11
<PAGE>
The Company has historically utilized leasing arrangements to finance
capital purchases. In March 1995, the Company entered into two new leasing
arrangements to finance $2,750,000 of equipment and building improvements. As
of March 31, 1996, $1,816,000 was outstanding in conjunction with these
leases and $828,000 remains available for future borrowings. The leases are
both classified as capital leases and expire in fiscal year 2000. Both
leasing agreements include negative covenants which require an irrevocable
letter of credit in the event of the Company's non-compliance with the
covenants.
In April 1996, the Company issued 2,000,000 shares of its common stock
at $13.50 per share in a public offering. An additional 300,000 shares were
issued in May 1996 due to the exercise of the over-allotment option by the
underwriters of such public offering. After deducting underwriting discounts,
commissions and fees, the Company received proceeds of $29,187,000. Total
additional expenses associated with the offering are estimated to be
$450,000, resulting in estimated net proceeds of $28,737,000.
As of March 31, 1996, the Company had $5,338,000 in cash and cash
equivalents and $21,565,000 in investment securities. These cash and
investment balances, together with the net proceeds of the secondary public
offering of $28,737,000, provide the Company with approximately $55,640,000
in cash reserves.
The Company's future capital requirements depend upon, among other
things, the costs of research and development programs, the funding of
clinical and regulatory related studies, the expansion of marketing and
selling activities including the introduction of the Company's products for
clinical use in the U.S., costs involved in filing, prosecuting and enforcing
patent claims, and the time and costs associated with obtaining regulatory
approvals for future products. Funds may also be used for investments in, or
acquisitions of, complementary businesses, products or technologies. The
Company believes that its current cash, along with the net cash proceeds from
the recently completed public offering and projected cash flows from
operations, will be sufficient to fund domestic and international operations,
capital investments, and research and development projects currently planned
for the next several years, however, the Company's future liquidity and
capital requirements will depend on numerous factors, including regulatory
actions by the FDA and other international regulatory bodies, market
acceptance of its products, expansion of the Company's marketing and sales
activities and the cost of intellectual property protection. There can be no
assurance that the Company will not be required to raise additional capital
or that such capital will be available on acceptable terms, if at all.
12
<PAGE>
PART II. - OTHER INFORMATION
Items 1,2,3,4 and 5 are not applicable and have been omitted.
Item 6. - Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 11-Computation of Loss Per Share
b. Forms 8-K
The Company filed a Report on Form 8-K, dated February 13, 1996, as
amended on March 19, 1996 and as further amended on April 19, 1996,
reporting the acquisition of Osteo Sciences Corporation.
13
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
<TABLE>
<S> <C> <C>
/s/ Kurt E. Amundson Vice President and Chief Financial Officer May 14, 1996
(duly authorized and principal financial and
accounting officer)
</TABLE>
14
<PAGE>
Exhibit 11 COMPUTATION OF LOSS PER SHARE
<TABLE>
<CAPTION>
Quarter ended Nine months ended
March 31, March 31,
-------------------------- --------------------------
1996 1995 1996 1995
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net Loss $(14,417,648) $(2,035,598) $(17,090,628) $(4,602,585)
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
Weighted average shares used
to compute net loss per share
Weighted average number of
shares outstanding:
Mandatorily redeemable
convertible preferred stock -- 5,324,685 -- 5,324,685
Common stock 10,264,400 739,537 9,862,216 734,301
Number of common equivalents
as a result of convertible
warrants outstanding using
the treasury stock method -- 9,989 -- 9,989
Number of common shares
issued and stock options
granted in accordance with
Staff Accounting Bulletin 83 -- 226,311 -- 226,311
------------ ----------- ------------ -----------
Total 10,264,400 6,303,522 9,862,216 6,295,286
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
Net loss per share $ (1.40) (0.32) (1.73) (0.73)
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
</TABLE>
The calculations for March 31, 1995 include the shares of mandatorily
redeemable convertible preferred stock and a convertible warrant as if they
had converted to common stock on their respective original dates of issuance,
because such shares automatically converted to common stock upon the closing
of the initial public offering of the Company's common stock.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE METRA
BIOSYSTEMS, INC QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 5,338
<SECURITIES> 21,565
<RECEIVABLES> 689
<ALLOWANCES> 0
<INVENTORY> 1,157
<CURRENT-ASSETS> 29,629
<PP&E> 4,437
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,328
<CURRENT-LIABILITIES> 2,893
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 29,964
<TOTAL-LIABILITY-AND-EQUITY> 34,328
<SALES> 2,836
<TOTAL-REVENUES> 4,690
<CGS> 2,152
<TOTAL-COSTS> 22,983
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,091)
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</TABLE>
