<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER 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: 0-27600
OPTICAL SENSORS INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 41-1643592
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7615 GOLDEN TRIANGLE DRIVE, SUITE A, 55344-3733
MINNEAPOLIS, MINNESOTA
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (612) 944-5857
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
AS OF JUNE 30, 1996, THE REGISTRANT HAD 8,278,064 SHARES OF COMMON STOCK
OUTSTANDING.
<PAGE>
INDEX
OPTICAL SENSORS INCORPORATED
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheets--June 30, 1996 and December 31, 1995
Statements of Operations--Three months ended June 30, 1996 and 1995;
Six months ended June 30, 1996 and 1995
Statements of Cash Flows--Six months ended June 30, 1996 and 1995
Notes to Financial Statements
1
<PAGE>
Optical Sensors Incorporated
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
----------------------------------
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 35,129,173 $ 5,394,721
Prepaid expenses and other current
assets 418,544 436,503
----------------------------------
Total current assets 35,547,717 5,831,224
Property and equipment:
Research and development equipment 252,369 375,124
Manufacturing equipment 126,178 ---
Leasehold improvements 174,897 174,673
Furniture and equipment 46,486 35,796
----------------------------------
599,930 585,593
Less accumulated depreciation (412,931) (373,237)
----------------------------------
186,999 212,356
Other assets:
Patents 285,080 230,549
Other assets 87,413 93,002
----------------------------------
372,493 323,551
----------------------------------
Total assets $ 36,107,209 $ 6,367,131
==================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 296,033 $ 116,609
Employee compensation 429,701 468,952
Other liabilities and accrued expenses 3,652 3,753
----------------------------------
Total current liabilities 729,386 589,314
Commitments
SHAREHOLDERS' EQUITY
Convertible Preferred Stock, Series A
through E, par value $.01
per share:
Authorized shares--4,250,938
Issued and outstanding shares 1996--0
and 1995--4,213,069 --- 42,131
Common Stock, par value $.01 per share:
Authorized shares--30,000,000
Issued and outstanding shares
1996--8,278,064 and
1995--610,443 82,780 6,105
Additional paid-in capital 66,901,634 32,975,897
Deficit accumulated during the
development stage (30,502,089) (25,830,090)
Deferred compensation (859,501) (1,171,226)
Note receivable from officer (245,000) (245,000)
----------------------------------
Total shareholders' equity 35,377,823 5,777,817
----------------------------------
Total liabilities and shareholders' $ 36,107,209 $ 6,367,131
equity ==================================
</TABLE>
Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
2
<PAGE>
Optical Sensors Incorporated
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
THREE MONTHS ENDED SIX MONTHS ENDED MAY 23, 1989
JUNE 30 JUNE 30 (INCEPTION) TO
------------------------------------------------------- JUNE 30,
1996 1995 1996 1995 1996
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales $ 32,016 $ --- $ 46,921 $ --- $ 46,921
Costs and expenses:
Cost of product sold and
manufacturing development cost 334,536 --- 656,250 --- 656,250
Research and development 1,868,266 1,346,781 3,134,049 2,620,662 22,524,457
Selling, general and administrative
expenses 918,505 257,205 1,607,102 633,338 8,525,914
------------------------------------------------------------------------
Operating loss (3,089,291) (1,603,986) (5,350,480) (3,254,000) (31,659,700)
Interest expense --- (3,858) --- (6,938) (141,385)
Interest income 488,029 10,001 682,524 35,151 1,303,039
------------------------------------------------------------------------
Net loss $(2,601,262) $ (1,597,843) $(4,667,956) $ (3,225,787) $(30,498,046)
========================================================================
Net loss per common share $(.31) $(.53) $(.77) $(1.08)
=========================================================
Shares used in calculation of net loss
per share 8,265,021 2,987,075 6,090,307 2,986,839
=========================================================
</TABLE>
See accompanying notes.
3
<PAGE>
Optical Sensors Incorporated
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
SIX MONTHS ENDED MAY 23, 1989
JUNE 30 (INCEPTION) TO
--------------------------- JUNE 30,
1996 1995 1996
--------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(4,667,956) $(3,225,787) $(30,498,046)
Adjustments to reconcile net loss to
net cash used in operating activities:
Loss on write-off of research and
development equipment --- --- 133,919
Loss on write-off of prepaid royalties --- 135,201 135,201
Depreciation and amortization 49,201 53,126 559,653
Amortization of deferred loss on sale
leaseback --- --- 11,196
Deferred compensation amortization 311,725 --- 1,320,192
License fee financed with long-term
debt --- --- 193,700
Issuance of Common Stock for services --- --- 37,091
Issuance of Common Stock in lieu of
interest payments on notes payable --- --- 35,412
Issuance of warrants in connection
with debt and lease financings 3,016 --- 49,014
Issuance of options in connection
with consulting services --- 3,500 55,690
Changes in operating assets and
liabilities:
Prepaid expenses and other assets (40,489) (128,652) (790,485)
Accounts payable and accrued expenses 140,072 (7,549) 729,386
--------------------------------------------
Net cash used in operating activities (4,204,431) (3,170,161) (28,028,077)
INVESTING ACTIVITIES
Proceeds from disposal of equipment --- --- 46,947
Purchases of property and equipment (14,337) (9,099) (1,222,782)
--------------------------------------------
Net cash used in investing activities (14,337) (9,099) (1,175,835)
FINANCING ACTIVITIES
Proceeds from sale leaseback --- --- 283,030
Net proceeds from issuance of Common
Stock 33,953,220 --- 34,982,368
Net proceeds from issuance of Preferred
Stock --- --- 27,290,155
Reimbursement to founder and shareholder --- --- (3,500)
Payments on long-term debt --- (165,435) (1,396,894)
Proceeds from notes payable --- 1,057,890 3,177,926
Net cash provided by financing --------------------------------------------
activities 33,953,220 892,455 64,333,085
--------------------------------------------
Increase (decrease) in cash and cash
equivalents 29,734,450 (2,286,805) 35,129,173
Cash and cash equivalents at beginning
of period 5,394,721 2,851,095 ---
Cash and cash equivalents at end of --------------------------------------------
period $35,129,173 $ 564,290 $ 35,129,173
============================================
</TABLE>
See accompanying notes.
4
<PAGE>
Optical Sensors Incorporated
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
June 30, 1996
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and 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. Operating results for the three and six month periods ended June 30,
1996 are not necessarily indicative of the results that may be expected for the
year ended December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in the Optical Sensors Incorporated
Prospectus dated February 14, 1996.
5
<PAGE>
SIGNATURES
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 thereunto duly authorized.
OPTICAL SENSORS INCORPORATED
Date July 31, 1996 /s/ Sam B. Humphries
-------------------------------------
Sam B. Humphries
President and Chief Executive Officer
(Principal Executive Officer)
Date July 31, 1996 /s/ Wesley G. Peterson
-------------------------------------
Wesley G. Peterson
Chief Financial Officer, Vice President of
Finance and Administration and Secretary
(Principal Financial and Accounting Officer)
6
