-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OwIlIvkH5yfhC4pbp6dz2g6M8KSbeH0ka2laTEGeLsao4hGArhEWLAwnY9Bs10d6 likn38oJqzC+fAxUkhIk2w== 0000895345-96-000058.txt : 19960524 0000895345-96-000058.hdr.sgml : 19960524 ACCESSION NUMBER: 0000895345-96-000058 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960523 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEUROMEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000866933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 133526980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26984 FILM NUMBER: 96571403 BUSINESS ADDRESS: STREET 1: TWO EXECUTIVE BLVD STE 306 CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 9143683600 MAIL ADDRESS: STREET 1: TWO EXECUTIVE BLVD STREET 2: SUITE 306 CITY: SUFFERN STATE: NY ZIP: 10901-4164 10-Q/A 1 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 ------- -------- Commission File No. 33-97722 Neuromedical Systems, Inc. - ----------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 13-3526980 - -------------------------------------- ------------------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Two Executive Boulevard, Suffern, NY 10901-4164 - ----------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number including area code: (914) 368-3600 ---------------- - ----------------------------------------------------------- (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 --------- ------ 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. 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 PART I FINANCIAL INFORMATION ITEM 1. Financial Statements Neuromedical Systems, Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1996 1995 ------------ ------------ (unaudited) ASSETS 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 ------------ ------------ 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) ------------ ------------ Total stockholders' equity 108,025,000 114,667,000 ------------ ------------ $120,935,000 $127,348,000 ============ ============
See accompanying note. Neuromedical Systems, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, ---------------------------- 1996 1995 --------------- --------------- Revenues: Slide processing $ 651,000 $ 504,000 --------------- -------------- Total revenues 651,000 504,000 --------------- -------------- 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 --------------- -------------- Total costs and expenses 8,499,000 4,516,000 --------------- -------------- 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 --------------- -------------- Other income (expense)-net 1,001,000 152,000 --------------- -------------- 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 =============== ==============
See accompanying note. Neuromedical Systems, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, ---------------------------- 1996 1995 -------------- -------------- 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 ------------- ------------- Net cash used in operating activities (6,271,000) (2,438,000) ------------- ------------- INVESTING ACTIVITIES Purchases of property and equipment (2,958,000) (1,969,000) ------------- ------------- Net cash used in investing activities (2,958,000) (1,969,000) ------------- ------------- 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 ------------- ------------- Net cash provided by financing activities 652,000 5,185,000 ------------- ------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 243,000 (6,000) ------------- ------------- 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 ------------- ------------- Cash and cash equivalents, end of period $105,809,000 $2,007,000 ============= =============
See accompanying note. 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----